SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549


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                             FORM 8-K

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                          CURRENT REPORT
              PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): February 28,
1997

         The Interpublic Group of Companies, Inc.                
        (Exact Name of Registrant as Specified in Charter)

  Delaware                    1-6686              13-1024020
(State or other             (Commission         (IRS Employer
 Jurisdiction               File Number)        Identification
of incorporation)                                   Number)


   1271 Avenue of the Americas, New York, New York        10020
  (Address of Principal Executive Offices)             (Zip Code)


Registrant's telephone number, including area code (212) 399-8000


________________________________________________________________
  (Former Name or Former Address, if Changed Since Last Report)

PAGE


Item 9.   Sales of Equity Securities Pursuant to Regulation S.

     On February 28, 1997, The Interpublic Group of Companies,
Inc. ("Interpublic") sold 344,548 shares of its common stock, par
value $.10 (the "Shares"), to 89 individuals, trusts and funds
(the "Purchasers") in exchange for 9,718,603 Pounds Sterling in
value of Ordinary Shares, 10 pence par value, and Deferred
Shares, 50p par value, of Ludgate Group Limited, a United Kingdom
company ("Ludgate") and surrender of options to purchase an
additional 668,470 Pounds Sterling in value of Ludgate Ordinary
Shares.

     As a result of this and a related transaction, Interpublic
has acquired 100% of the capital stock of Ludgate.

      No underwriter or placement agent was used in connection
with the sale of the Shares.  

     The transaction was effected in an "offshore transaction"
and in accordance with the "offering restrictions" and "no
directed selling efforts" requirements of Rule 903(c)(2) of
Regulation S under the Securities Act of 1933.


                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                   THE INTERPUBLIC GROUP OF
                                   COMPANIES, INC.



                                                                 
Date: March 10, 1997                    By:    NICHOLAS J. CAMERA
                                          Vice President,
                                          General Counsel and
                                          Secretary