SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549

                          

     FORM 8-K

     CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the

     Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) April 7, 1994   

                          Grey Advertising Inc.                       
           (Exact name of registrant as specified in its charter)

         Delaware                C-7897                  13-0802840   
      (State or other          (Commission            (IRS Employer
      jurisdiction of          File Number)         Identification No.)
      incorporation)

        777 Third Avenue, New York, New York                  10017   
     (Address of principal executive offices)               (Zip Code)

     Registrant's telephone number, including area code: (212) 546-2000

                                                                           
     (Former name or former address, if changed since last report)


          Item 5.  Other Events.

                    On April 7, 1994, Grey Advertising Inc. (the
          "Company") and Mr. Edward H. Meyer exchanged Mr. Meyer's
          shares of the Company's Series 1, Series 2 and Series 3
          Preferred Stock for an equal number of shares of three new
          series of the Company's Preferred Stock, designated as
          Series I, Series II and Series III Preferred Stock.  The
          three new series of preferred stock were authorized by the
          Company's Board of Directors and the powers, designations,
          preferences and rights of such series are set forth in
          resolutions adopted by the Board of Directors, which were
          filed as Certificates of Designations with the Secretary of
          State of the State of Delaware.  The following summary of
          certain provisions of such certificates and the agreement
          effecting the exchange does not purport to be complete and
          is qualified in its entirety by reference to the more
          complete terms and provisions of such certificates and
          agreement, attached as exhibits hereto.

                    The terms of the Company's new series of preferred
          stock, including the basic economic terms relating thereto,
          are essentially the same as the Company's existing series of
          preferred stock, except that the redemption date of the 
          three series of new preferred stock is fixed at April 7,
          2004, rather than on a date determined by reference to Mr.
          Meyer's termination of full-time employment with the Company
          as was the case with the existing series of preferred stock. 
          The terms of the new series of preferred stock also give Mr.
          Meyer the option to require the Company to redeem his
          preferred stock for a period of 12 months following his (i)
          death, (ii) permanent disability or permanent mental
          disability, (iii) termination of full-time employment for
          good reason and (iv) termination of full-time employment by
          the Company without cause.  Previously, Mr. Meyer had the
          option to require the Company to redeem his preferred stock
          only upon the termination of his full-time employment with
          the Company prior to his attainment of age 65.

                    In light of the change to the redemption
          provisions described above, the voting rights of the three
          new series of preferred stock, including the special voting
          rights to which the new series of preferred stock is
          entitled, would extend until April 7, 2004, unless
          terminated earlier as a result of death or permanent mental
          disability.  The voting rights of the existing series of
          preferred stock terminated upon the termination of Mr.
          Meyer's full-time employment with the Company by reason of
          cause or voluntary retirement, or upon Mr. Meyer's death or
          permanent disability.

                    The exchange was effected pursuant to a
          Stockholder Exchange Agreement between the Company and Mr.
          Meyer.  The Exchange Agreement contains customary
          representations and warranties, as well as the following
          contractual rights:  (i) a put right exercisable by Mr.
          Meyer at the time of redemption of the outstanding shares of
          the three new series of preferred stock of certain shares of
          the Company's Common Stock held by Mr. Meyer so that Mr.
          Meyer does not suffer adverse tax consequences as a result
          of the redemption (a similar provision was contained in the
          agreement pursuant to which Mr. Meyer obtained his shares of
          the existing series of preferred stock), (ii) an extension
          of the maturity date of the promissory notes issued by Mr.
          Meyer as partial consideration for his shares of the
          existing series of preferred stock to April 7, 2004, and
          (iii) after the outstanding shares of the three new series
          of preferred stock are redeemed, an obligation by the
          Company to use its best efforts to elect to its Board of
          Directors that number of persons designated by Mr. Meyer (or
          if he is no longer alive or is mentally disabled, a
          representative of his family and/or his estate)
          corresponding to the proportion of the capital stock of the
          Company then owned by Mr. Meyer and his family, but in no
          event less than one director so long as Mr. Meyer and his
          family own at least five percent of the outstanding capital
          stock of the Company.

                    Simultaneous with the exchange, the Company
          retired the shares of the three series of existing preferred
          stock received from Mr. Meyer and filed a certificate
          eliminating the Company's Series 2 and Series 3 Preferred
          Stock from its Restated Certificate of Incorporation.

          Item 7.  Financial Statements, Pro Forma Financial
          Information and Exhibits.  

          Exhibit No.              Description

          3(a)                     Restated Certificate of
                                   Incorporation of the Company

          10(a)                    Stockholder Exchange Agreement,
                                   dated as of April 7, 1994, by and
                                   between the Company and Edward H.
                                   Meyer

                                   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.

                                        GREY ADVERTISING INC.

          Date______________________    By_________________________
                                          Name:
                                          Title:
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SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549

                          

     FORM 8-K

     CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the

     Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) April 7, 1994   

                          Grey Advertising Inc.                       
           (Exact name of registrant as specified in its charter)

         Delaware                C-7897                  13-0802840   
      (State or other          (Commission            (IRS Employer
      jurisdiction of          File Number)         Identification No.)
      incorporation)

        777 Third Avenue, New York, New York                  10017   
     (Address of principal executive offices)               (Zip Code)

     Registrant's telephone number, including area code: (212) 546-2000

                                                                           
     (Former name or former address, if changed since last report)

          Item 5.  Other Events.

                    On April 7, 1994, Grey Advertising Inc. (the
          "Company") and Mr. Edward H. Meyer exchanged Mr. Meyer's
          shares of the Company's Series 1, Series 2 and Series 3
          Preferred Stock for an equal number of shares of three new
          series of the Company's Preferred Stock, designated as
          Series I, Series II and Series III Preferred Stock.  The
          three new series of preferred stock were authorized by the
          Company's Board of Directors and the powers, designations,
          preferences and rights of such series are set forth in
          resolutions adopted by the Board of Directors, which were
          filed as Certificates of Designations with the Secretary of
          State of the State of Delaware.  The following summary of
          certain provisions of such certificates and the agreement
          effecting the exchange does not purport to be complete and
          is qualified in its entirety by reference to the more
          complete terms and provisions of such certificates and
          agreement, attached as exhibits hereto.

                    The terms of the Company's new series of preferred
          stock, including the basic economic terms relating thereto,
          are essentially the same as the Company's existing series of
          preferred stock, except that the redemption date of the 
          three series of new preferred stock is fixed at April 7,
          2004, rather than on a date determined by reference to Mr.
          Meyer's termination of full-time employment with the Company
          as was the case with the existing series of preferred stock. 
          The terms of the new series of preferred stock also give Mr.
          Meyer the option to require the Company to redeem his
          preferred stock for a period of 12 months following his (i)
          death, (ii) permanent disability or permanent mental
          disability, (iii) termination of full-time employment for
          good reason and (iv) termination of full-time employment by
          the Company without cause.  Previously, Mr. Meyer had the
          option to require the Company to redeem his preferred stock
          only upon the termination of his full-time employment with
          the Company prior to his attainment of age 65.

                    In light of the change to the redemption
          provisions described above, the voting rights of the three
          new series of preferred stock, including the special voting
          rights to which the new series of preferred stock is
          entitled, would extend until April 7, 2004, unless
          terminated earlier as a result of death or permanent mental
          disability.  The voting rights of the existing series of
          preferred stock terminated upon the termination of Mr.
          Meyer's full-time employment with the Company by reason of
          cause or voluntary retirement, or upon Mr. Meyer's death or
          permanent disability.

                    The exchange was effected pursuant to a
          Stockholder Exchange Agreement between the Company and Mr.
          Meyer.  The Exchange Agreement contains customary
          representations and warranties, as well as the following
          contractual rights:  (i) a put right exercisable by Mr.
          Meyer at the time of redemption of the outstanding shares of
          the three new series of preferred stock of certain shares of
          the Company's Common Stock held by Mr. Meyer so that Mr.
          Meyer does not suffer adverse tax consequences as a result
          of the redemption (a similar provision was contained in the
          agreement pursuant to which Mr. Meyer obtained his shares of
          the existing series of preferred stock), (ii) an extension
          of the maturity date of the promissory notes issued by Mr.
          Meyer as partial consideration for his shares of the
          existing series of preferred stock to April 7, 2004, and
          (iii) after the outstanding shares of the three new series
          of preferred stock are redeemed, an obligation by the
          Company to use its best efforts to elect to its Board of
          Directors that number of persons designated by Mr. Meyer (or
          if he is no longer alive or is mentally disabled, a
          representative of his family and/or his estate)
          corresponding to the proportion of the capital stock of the
          Company then owned by Mr. Meyer and his family, but in no
          event less than one director so long as Mr. Meyer and his
          family own at least five percent of the outstanding capital
          stock of the Company.

                    Simultaneous with the exchange, the Company
          retired the shares of the three series of existing preferred
          stock received from Mr. Meyer and filed a certificate
          eliminating the Company's Series 2 and Series 3 Preferred
          Stock from its Restated Certificate of Incorporation.

          Item 7.  Financial Statements, Pro Forma Financial
          Information and Exhibits.  

          Exhibit No.              Description

          3(a)                     Restated Certificate of
                                   Incorporation of the Company

          10(a)                    Stockholder Exchange Agreement,
                                   dated as of April 7, 1994, by and
                                   between the Company and Edward H.
                                   Meyer

                                   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.

                                        GREY ADVERTISING INC.

          Date______________________    By_________________________
                                          Name:
                                          Title: