AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                       ON SEPTEMBER 2, 1997

                                       REGISTRATION NO. 333-22899
=================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                          ---------------

                  POST-EFFECTIVE AMENDMENT NO. 2
                                TO
                             FORM S-3
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                          ---------------

             THE INTERPUBLIC GROUP OF COMPANIES, INC.
      (Exact name of registrant as specified in its charter)

                          ---------------

            Delaware                             13-1024020
   (State or other jurisdiction               (I.R.S. Employer
 of incorporation or organization)           Identification No.)

                   1271 Avenue of the Americas
                     New York, New York 10020
                           212-399-8000
  (Address, including zip code, and telephone number, including
     area code, of registrant's principal executive offices)

                NICHOLAS J. CAMERA, VICE PRESIDENT,
                    GENERAL COUNSEL & SECRETARY
             THE INTERPUBLIC GROUP OF COMPANIES, INC.
                    1271 Avenue of the Americas
                     New York, New York 10020
                           212-399-8000
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

                          ---------------

 The Commission is requested to mail signed copies of all orders,
                  notices and communications to:

   Theodore H. Paraskevas, Esq.              Barry Fox, Esq.
      The Interpublic Group                 Cleary, Gottlieb,
         of Companies, Inc.                 Steen & Hamilton
   1271 Avenue of the Americas              One Liberty Plaza
     New York, New York 10020            New York, New York 10006
           212-399-8000                        212-225-2000

      APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: As soon as practicable after this Registration Statement
becomes effective.

                          ---------------

      If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. |_|

      If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. |_|

      If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. |_|

      If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.  |_|

                          ---------------

      The purpose of this Post-effective Amendment No. 2 is to
deregister 180,126 shares of common stock of the registrant (prior
to the stock split effected as of July 15, 1997) pursuant to Item
17(a)(3) of this registration statement.





                            SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-effective Amendment No. 2 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 2nd day of September, 1997.

                        THE INTERPUBLIC GROUP OF COMPANIES, INC.
                        (Registrant)


                        By:  /s/ Nicholas J. Camera
                           --------------------------------
                           Nicholas J. Camera
                           Vice President, General Counsel
                           and Secretary





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