BY-LAWS

                                       OF

                               OMNICOM GROUP INC.

                             A NEW YORK CORPORATION



                     (AS AMENDED AND RESTATED MAY 20, 2003)



                                   ARTICLE I

                            MEETINGS OF SHAREHOLDERS



      Section 1. Place of Meetings. All meetings of the shareholders of the

Corporation will be held at such places, within or outside of the State of New

York, as may be fixed from time to time by the Board of Directors.



      Section 2. Annual Meeting. Commencing in the year 1988, the annual meeting

of shareholders will be held on such date and at such time as may be fixed by

the Board of Directors. At each annual meeting of shareholders the shareholders

will elect directors and transact such other business as may properly be brought

before the meeting. No shareholder shall have any right to bring a matter before

the shareholders for a vote at the annual meeting of shareholders, unless such

shareholder shall have given the Secretary of the Corporation written notice of

his intention to do so not less than 60 days prior to the date set for the

annual meeting. Such notice shall include the name and address of the

shareholder proposing to bring such matter before such meeting, identify the

matter proposed to be brought before the meeting and disclose the shareholder's

interest in the proposed matter. No shareholder shall have any right to propose

or nominate a nominee for election to the Board of Directors of the Corporation,

unless such shareholder shall have given the Secretary of the Corporation

written notice of his intention to do so not less than 60 days before the date

set for the annual meeting. Such notice shall include as

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to each nominee and such shareholder (i) the information as to such nominee and

shareholder that would be required to be included in a proxy statement under the

proxy rules of the Securities and Exchange Commission if such shareholder were

to solicit proxies from all shareholders of the Corporation for the election of

such nominee as a director and such solicitation were one to which Rules 14a-3

to 14a-12 under the Securities Exchange Act of 1934, as amended, apply and (ii)

the information as to such nominee and shareholder specified in Schedule 14B

under the proxy rules of the Securities and Exchange Commission. If, at any such

meeting, a shareholder gives notice of intention to propose that action be taken

which would, if taken, entitle shareholders fulfilling the requirements of

Section 623 of the Business Corporation Law of New York (relating to the

procedure to enforce a shareholder's right to receive payment for his shares) to

receive payment for their shares, such notice shall include a statement to that

effect.



      Section 3. Notice of Annual Meeting. Written notice of each annual meeting

of shareholders stating the place, date and hour of the melting, will be given

in the manner set forth in Article IV of these By-Laws not less than ten nor

more than fifty days before the date of the meeting to each shareholder entitled

to vote at the meeting.



      Section 4. Special Meetings. Special meetings of shareholders may be

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