BYLAWS



Bylaws amended pursuant to a resolution of Ordinary and Extraordinary Meetings

of Shareholders of 23 May 2002



______________________



/1/ Corporation.



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                                     TITLE I



        OBJECTS AND PURPOSES - CORPORATE TITLE - TERM - REGISTERED OFFICE



Article 1: Form of the Company



The Company is formed as a societe anonyme (corporation) and is governed by the

Sections L. 210 et seq. of the French Commercial Code and by these bylaws.





Article 2: Objects and Purposes



The objects and purposes of the Company in France and in any country shall be:



-    advertising and communication in all forms, on its own behalf or in

     partnership, through management, trusteeship or brokerage, and through all

     current and future processes and means and for all purposes;



-    providing services, regardless of the nature thereof, to any person or

     legal entity, including the performance of technical, financial, commercial

     or administrative research on its own behalf and on behalf of third

     parties;



-    any production, sales, distribution activities, more particularly in

     rapidly-developing sectors or sectors with significant communication

     impact;



-    conducting technical or administrative research pertaining to the

     acquisition, disposal, refurbishment or construction of buildings; managing

     real-estate projects for construction and administration of any real-estate

     and rights; acquiring, through the purchase, contribution, exchange or

     otherwise, for management or sale, of any real-estate or rights and any

     shares or interests in real-estate companies; constructing, refurbishing

     and enhancing buildings;



-    acquiring interests and direct or indirect equity investments by any means

     in any companies or businesses currently formed or to be formed in the

     future, forming companies, contributions, subscriptions of shares, bonds or

     other securities, acquiring rights in partnerships, limited partnerships or

     other partnerships, merger, alliance and, by any other means, and in any

     other forms used in France and abroad; managing, selling, exchanging such

     securities and any other partnership rights;



and, more generally, any industrial, commercial or financial, real-estate or

securities transactions that may be directly or indirectly related to the

Company's objects and purposes or facilitate the completion and development

thereof.



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Article 3: Corporate Name



The corporate name of the Company shall be: HAVAS.





Article 4: Term



The Company's thirty-year term, which commenced on 12 July 1900, the date of the

founding Meeting of Shareholders, was extended, first by fifty years, to end on

12 July 1980, then by seventy years, to end on 12 July 2050, except in cases of

premature dissolution or extension by action of shareholders.





Article 5: Registered Office



The Company's registered office shall be at 84 rue de Villiers, 92300

Levallois-Perret (France).



It may be transferred to any other location in the same departement [French

administrative division] or in a neighboring departement by action of the Board

of Directors, subject to approval of such action by shareholders at the next

Ordinary Meeting of Shareholders, and to any other location by action of

shareholders at the Extraordinary Meeting of Shareholders.



                                    TITLE II



                             CAPITAL STOCK - SHARES



Article 6: Registered Capital



The capital stock shall be EUR 121,819,852.80, divided into 304,549,632 shares

with a nominal value of EUR 0.40 each, fully paid for, all of the same class.





Article 7: Changes in Capital Stock



The capital stock may be increased by action of shareholders at the

Extraordinary Meeting of Shareholders, either by subscription of new shares paid

for in cash or by offset with liquid and due claims on the Company, by

contributions in kind, by conversion of bonds, by incorporation of reserves,

profits or issue premiums. In this last case, the Extraordinary Meeting of

Shareholders shall deliberate under the conditions of quorum and majority that

are stipulated for the Ordinary Meetings of Shareholders and any increase in

capital may then be made by increasing the par value of the existing shares.



In the event of a capital increase by issuing shares payable in cash, and

barring contrary action of the Extraordinary Meeting of Shareholders taken in

accordance with applicable laws, the owners of the shares previously created

that have made the assessed payments shall have, in proportion to the amount of

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