<PAGE>

   As filed with the Securities and Exchange Commission on August 28, 2001

                                                      Registration No. 333-_____

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            _______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            _______________________

                               Bcom3 Group, Inc.
            (Exact name of registrant as specified in its charter)
                            _______________________

                Delaware                                           36-4345638
     (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

    35 West Wacker Drive, Chicago IL                                 60601
(Address of Principal Executive Offices)                           (Zip Code)

                  Bcom3 2000 Long-Term Equity Incentive Plan
                    Bcom3 2001 California Stock Option Plan
                           (Full title of the plan)

                             Christian E. Kimball
             Chief Administrative Officer and Chief Legal Officer
                               Bcom3 Group, Inc.
                             35 West Wacker Drive
                               Chicago, IL 60601
                                (312) 220-1000
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                                  ---------
                                 Keith S. Crow
                               Kirkland & Ellis
                            200 East Randolph Drive
                           Chicago, Illinois  60601

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Title of securities to be          Amount to be            Proposed maximum            Proposed maximum         Amount of
          registered                  registered/(1)/        offering price per           aggregate offering      registration
                                                                   share                         price                fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                         <C>                        <C>
 Common Stock, par value
  $0.01 per share................     951,331 shares              $130 (2)                  $123,673,030           $30,918.26
------------------------------------------------------------------------------------------------------------------------------------
 Common Stock, par value
  $0.01 per share................     655,286 shares              $130 (3)                  $ 85,187,180           $21,296.80
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover any additional shares of Common Stock that
may be issuable under the plan to reflect stock splits, stock dividends, mergers
and other capital changes.
/(2)/ Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the amount of the registration fee, based on the weighted average exercise price
of these options.
/(3)/ Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the amount of the registration fee, based on the good faith estimate by the
Registrant's board of directors of the fair market value of the registrant's
Common Stock on May 31, 2001.

================================================================================
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.   Plan Information.

          The documents containing the information specified in Part I (plan and
registrant information) will be delivered in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").  Such
documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the "Commission"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also
incorporated by reference in the Section 10(a) prospectus, other documents
required to be delivered to eligible participants pursuant to Rule 428(b), or
additional information about the Bcom3 2000 Long-Term Equity Incentive Plan or
the Bcom3 2001 California Stock Option Plan (the "Plans"), will be available
without charge by contacting the Company's Chief Legal Officer, Christian E.
Kimball, at 35 West Wacker Drive, Chicago, Illinois, 60601, telephone number
(312) 220-1000.

                                      -2-
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Bcom3 Group, Inc. (the "Company")
with the Commission are incorporated in this Registration Statement by
reference:

          (1) The Company's registration statement on Form 10, as subsequently
              amended by any post-effective amendment thereto (SEC File No.
              000-32649);

          (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
              June 30, 2001; and

          (3) All documents subsequently filed by the Registrant pursuant to
              Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
              the filing of a post-effective amendment which indicates that all
              securities offered hereby have been sold or which deregisters all
              securities then remaining unsold, shall be deemed to be
              incorporated by reference herein and to be part hereof from the
              date of the filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.  Not Applicable.

Item 5.   Interests of Named Experts and Counsel. None.

Item 6.   Indemnification of Directors and Officers.

General Corporation Law

     The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware provides
that a Delaware corporation may indemnify any persons who were, are, or are
threatened to be made parties to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of such corporation, by reason of the
fact that such person is or was an officer, director, employee, or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee, or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit, or proceeding, provided such person acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the corporation's best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct
was illegal.

     Section 145 also provides that a Delaware corporation may indemnify any
persons who are, were, or are threatened to be made a party to any threatened,
pending, or completed action or suit, by or in the right of the corporation, by
reason of the fact that such person was a director, officer, employee, or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee, or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, so long as such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, provided that no indemnification is permitted
without judicial approval if the officer, director, employee, or agent is
adjudged to be liable to the corporation. Where an officer, director, employee,
or agent is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such officer or director has actually and reasonably incurred.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation or
enterprise, against any liability asserted against him or her and incurred by
him or her in any such capacity, arising out

                                      -3-
<PAGE>

of his or her status as such, whether or not the corporation would otherwise
have the power to indemnify him or her under Section 145.

Certificate of Incorporation and Bylaws

     The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the General Corporation Law, no member of its Board of
Directors shall be liable to the Company or to its stockholders for monetary
damages for any breach of fiduciary duty.

     The Company's Bylaws provide for the indemnification of its directors,
officers, and employees to the fullest extent permitted by the General
Corporation Law.

Liability Insurance

     The Company maintains liability insurance policies for the benefit of its
directors and officers.

Item 7.   Exemption from Registration Claimed.  Not applicable.

Item 8.   Exhibits.  An Exhibit Index is located at page 7.

   Number                                            Description
   ------                                            -----------

     4.1  Amended and Restated Certificate of Incorporation./(1)/

     4.2  Bylaws of the Company./(1)/

     4.3  Bcom3 2000 Long-Term Equity Incentive Plan./(1)/

     4.4  Bcom3 2001 California Stock Option Plan.

     5.1  Opinion of Company counsel with respect to the legality of the shares
          of Common Stock being registered hereby.

    23.1  Consent of Arthur Andersen LLP.

    23.2  Consent of Chief Legal Officer of the Company (included in Exhibit
          5.1).

    24.1  Power of Attorney (included on the signature page to this Registration
          Statement).

___________________

/(1)/ Incorporated by reference to the Registrant's Form 10 (Sec File No. 000-
32649).

Item 9.   Undertakings.

               (a)  The undersigned registrant hereby undertakes:

                    (1) to file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement:

                         (i)   to include any prospectus required by Section
               10(a)(3) of the Securities Act;

                         (ii)  to reflect in the prospectus any facts or events
               arising after the effective date of Registration Statement (or
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement; and

                         (iii) to include any material information with respect
               to the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          --------  -------
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in the Registration
          Statement;

                                      -4-
<PAGE>

               (2) that, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof; and

               (3) to remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act, each filing of the
       Company's annual report pursuant to Section 13(a) or Section 15(d) of the
       Exchange Act (and, where applicable, each filing of an employee benefit
       plan's annual report pursuant to Section 15(d) of the Exchange Act) that
       is incorporated by reference in the Registration Statement shall be
       deemed to be a new registration statement relating to the securities
       offered herein, and the offering of such securities at that time shall be
       deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable.  In the event that a
       claim for indemnification against such liabilities (other than the
       payment by the registrant of expenses incurred or paid by a director,
       officer or controlling person of the registrant in the successful defense
       of any action, suit or proceeding) is asserted by such director, officer
       or controlling person in connection with the securities being registered,
       the registrant will, unless in the opinion of its counsel the matter has
       been settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.

                                      -5-
<PAGE>

                                  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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August 28, 2001.

                                        BCOM3 GROUP, INC.

                                        By:   /s/ Roger A. Haupt
                                           ---------------------------------
                                        Name:  Roger A. Haupt
                                        Title: Chairman and Chief Executive
                                               Officer


                               POWER OF ATTORNEY
                               -----------------

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger A. Haupt, Craig D. Brown, and
Christian E. Kimball and each of them, such person's true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for such
person and in such person's name, place, and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to the
registration statement (and any registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, for the offering to which
the Registration Statement relates), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact as agents, and each of
them, full power, and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                               _________________

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities indicated on August 28, 2001.


                  Signature                              Title
                  ---------                              -----

/s/ Roger A. Haupt                       Chairman, Chief Executive Officer, and
--------------------------               Director (Principal Executive Officer)
Roger A. Haupt

/s/ Craig D. Brown                       President, Chief Operating Officer, and
--------------------------               Director (Principal Financial and
Craig D. Brown                           Accounting Officer)


/s/ Roy J. Bostock                       Director
--------------------------
Roy J. Bostock

/s/ Richard B. Fizdale                   Director
--------------------------
Richard B. Fizdale

/s/ Fumio Oshima                         Director
--------------------------
Fumio Oshima

/s/ Megumi Niimura                       Director
--------------------------
Megumi Niimura

                                      -6-
<PAGE>

                                 EXHIBIT INDEX

Number                                          Description
------                                          -----------

     4.1 Amended and Restated Certificate of Incorporation./(1)/

     4.2 Bylaws of the Company./(1)/

     4.3 Bcom3 2000 Long-Term Equity Incentive Plan./(1)/

     4.4 Bcom3 2001 California Stock Option Plan.

     5.1 Opinion of Company counsel with respect to the legality of the shares
         of Common Stock being registered hereby.

    23.1 Consent of Arthur Andersen LLP.

    23.2 Consent of Chief Legal Officer of the Company (included in Exhibit
         5.1).

    24.1 Power of Attorney (included on the signature page to this Registration
         Statement).

___________________

/(1)/ Incorporated by reference to the Registrant's Form 10 (Sec File No. 000-
      32649).

                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20853}]
{"company-data": {"conformed-name": "BCOM3 GROUP INC", "cik": "0001139185", "assigned-sic": "6770", "irs-number": "364345638", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68496", "film-number": "1724966"}, "business-address": {"street1": "35 WEST WACKER DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3122201000"}, "mail-address": {"street1": "35 WEST WACKER DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60601"}}
As filed with the Securities and Exchange Commission on August 28, 2001

                                                      Registration No. 333-_____

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            _______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            _______________________

                               Bcom3 Group, Inc.
            (Exact name of registrant as specified in its charter)
                            _______________________

                Delaware                                           36-4345638
     (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

    35 West Wacker Drive, Chicago IL                                 60601
(Address of Principal Executive Offices)                           (Zip Code)

                  Bcom3 2000 Long-Term Equity Incentive Plan
                    Bcom3 2001 California Stock Option Plan
                           (Full title of the plan)

                             Christian E. Kimball
             Chief Administrative Officer and Chief Legal Officer
                               Bcom3 Group, Inc.
                             35 West Wacker Drive
                               Chicago, IL 60601
                                (312) 220-1000
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                                  ---------
                                 Keith S. Crow
                               Kirkland & Ellis
                            200 East Randolph Drive
                           Chicago, Illinois  60601

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
   Title of securities to be          Amount to be            Proposed maximum            Proposed maximum         Amount of
          registered                  registered/(1)/        offering price per           aggregate offering      registration
                                                                   share                         price                fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
  $0.01 per share................     951,331 shares              $130 (2)                  $123,673,030           $30,918.26
------------------------------------------------------------------------------------------------------------------------------------
 Common Stock, par value
  $0.01 per share................     655,286 shares              $130 (3)                  $ 85,187,180           $21,296.80
------------------------------------------------------------------------------------------------------------------------------------
/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover any additional shares of Common Stock that
may be issuable under the plan to reflect stock splits, stock dividends, mergers
and other capital changes.
/(2)/ Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the amount of the registration fee, based on the weighted average exercise price
of these options.
/(3)/ Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the amount of the registration fee, based on the good faith estimate by the
Registrant's board of directors of the fair market value of the registrant's
Common Stock on May 31, 2001.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.

          The documents containing the information specified in Part I (plan and
registrant information) will be delivered in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").  Such
documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the "Commission"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also
incorporated by reference in the Section 10(a) prospectus, other documents
required to be delivered to eligible participants pursuant to Rule 428(b), or
additional information about the Bcom3 2000 Long-Term Equity Incentive Plan or
the Bcom3 2001 California Stock Option Plan (the "Plans"), will be available
without charge by contacting the Company's Chief Legal Officer, Christian E.
Kimball, at 35 West Wacker Drive, Chicago, Illinois, 60601, telephone number
(312) 220-1000.

                                      -2-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Bcom3 Group, Inc. (the "Company")
with the Commission are incorporated in this Registration Statement by
reference:

          (1) The Company's registration statement on Form 10, as subsequently
              amended by any post-effective amendment thereto (SEC File No.
              000-32649);

          (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
              June 30, 2001; and

          (3) All documents subsequently filed by the Registrant pursuant to
              Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
              the filing of a post-effective amendment which indicates that all
              securities offered hereby have been sold or which deregisters all
              securities then remaining unsold, shall be deemed to be
              incorporated by reference herein and to be part hereof from the
              date of the filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.  Not Applicable.

Item 5.   Interests of Named Experts and Counsel. None.

Item 6.   Indemnification of Directors and Officers.

General Corporation Law

     The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware provides
that a Delaware corporation may indemnify any persons who were, are, or are
threatened to be made parties to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of such corporation, by reason of the
fact that such person is or was an officer, director, employee, or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee, or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit, or proceeding, provided such person acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the corporation's best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct
was illegal.

     Section 145 also provides that a Delaware corporation may indemnify any
persons who are, were, or are threatened to be made a party to any threatened,
pending, or completed action or suit, by or in the right of the corporation, by
reason of the fact that such person was a director, officer, employee, or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee, or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, so long as such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, provided that no indemnification is permitted
without judicial approval if the officer, director, employee, or agent is
adjudged to be liable to the corporation. Where an officer, director, employee,
or agent is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such officer or director has actually and reasonably incurred.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation or
enterprise, against any liability asserted against him or her and incurred by
him or her in any such capacity, arising out

                                      -3-
of his or her status as such, whether or not the corporation would otherwise
have the power to indemnify him or her under Section 145.

Certificate of Incorporation and Bylaws

     The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the General Corporation Law, no member of its Board of
Directors shall be liable to the Company or to its stockholders for monetary
damages for any breach of fiduciary duty.

     The Company's Bylaws provide for the indemnification of its directors,
officers, and employees to the fullest extent permitted by the General
Corporation Law.

Liability Insurance

     The Company maintains liability insurance policies for the benefit of its
directors and officers.

Item 7.   Exemption from Registration Claimed.  Not applicable.

Item 8.   Exhibits.  An Exhibit Index is located at page 7.

   Number                                            Description
   ------                                            -----------

     4.1  Amended and Restated Certificate of Incorporation./(1)/

     4.2  Bylaws of the Company./(1)/

     4.3  Bcom3 2000 Long-Term Equity Incentive Plan./(1)/

     4.4  Bcom3 2001 California Stock Option Plan.

     5.1  Opinion of Company counsel with respect to the legality of the shares
          of Common Stock being registered hereby.

    23.1  Consent of Arthur Andersen LLP.

    23.2  Consent of Chief Legal Officer of the Company (included in Exhibit
          5.1).

    24.1  Power of Attorney (included on the signature page to this Registration
          Statement).

___________________

/(1)/ Incorporated by reference to the Registrant's Form 10 (Sec File No. 000-
32649).

Item 9.   Undertakings.

               (a)  The undersigned registrant hereby undertakes:

                    (1) to file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement:

                         (i)   to include any prospectus required by Section
               10(a)(3) of the Securities Act;

                         (ii)  to reflect in the prospectus any facts or events
               arising after the effective date of Registration Statement (or
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement; and

                         (iii) to include any material information with respect
               to the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          --------  -------
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in the Registration
          Statement;

                                      -4-
(2) that, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof; and

               (3) to remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act, each filing of the
       Company's annual report pursuant to Section 13(a) or Section 15(d) of the
       Exchange Act (and, where applicable, each filing of an employee benefit
       plan's annual report pursuant to Section 15(d) of the Exchange Act) that
       is incorporated by reference in the Registration Statement shall be
       deemed to be a new registration statement relating to the securities
       offered herein, and the offering of such securities at that time shall be
       deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable.  In the event that a
       claim for indemnification against such liabilities (other than the
       payment by the registrant of expenses incurred or paid by a director,
       officer or controlling person of the registrant in the successful defense
       of any action, suit or proceeding) is asserted by such director, officer
       or controlling person in connection with the securities being registered,
       the registrant will, unless in the opinion of its counsel the matter has
       been settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.

                                      -5-
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August 28, 2001.

                                        BCOM3 GROUP, INC.

                                        By:   /s/ Roger A. Haupt
                                           ---------------------------------
                                        Name:  Roger A. Haupt
                                        Title: Chairman and Chief Executive
                                               Officer

                               POWER OF ATTORNEY
                               -----------------

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger A. Haupt, Craig D. Brown, and
Christian E. Kimball and each of them, such person's true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for such
person and in such person's name, place, and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to the
registration statement (and any registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, for the offering to which
the Registration Statement relates), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact as agents, and each of
them, full power, and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                               _________________

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities indicated on August 28, 2001.

                  Signature                              Title
                  ---------                              -----

/s/ Roger A. Haupt                       Chairman, Chief Executive Officer, and
--------------------------               Director (Principal Executive Officer)
Roger A. Haupt

/s/ Craig D. Brown                       President, Chief Operating Officer, and
--------------------------               Director (Principal Financial and
Craig D. Brown                           Accounting Officer)

/s/ Roy J. Bostock                       Director
--------------------------
Roy J. Bostock

/s/ Richard B. Fizdale                   Director
--------------------------
Richard B. Fizdale

/s/ Fumio Oshima                         Director
--------------------------
Fumio Oshima

/s/ Megumi Niimura                       Director
--------------------------
Megumi Niimura

                                      -6-
EXHIBIT INDEX

Number                                          Description
------                                          -----------

     4.1 Amended and Restated Certificate of Incorporation./(1)/

     4.2 Bylaws of the Company./(1)/

     4.3 Bcom3 2000 Long-Term Equity Incentive Plan./(1)/

     4.4 Bcom3 2001 California Stock Option Plan.

     5.1 Opinion of Company counsel with respect to the legality of the shares
         of Common Stock being registered hereby.

    23.1 Consent of Arthur Andersen LLP.

    23.2 Consent of Chief Legal Officer of the Company (included in Exhibit
         5.1).

    24.1 Power of Attorney (included on the signature page to this Registration
         Statement).

___________________

/(1)/ Incorporated by reference to the Registrant's Form 10 (Sec File No. 000-
      32649).

                                      -7-