FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

DATE OF REPORT (Date of earliest event reported): January 7, 2000

Commission file number 001-14093

                              YOUNG & RUBICAM INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                              13-1493710
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

 285 Madison Avenue, New York, New York                            10017
 --------------------------------------                            -----
(Address of principal executive offices)                         (Zip Code)

                                 (212) 210-3000
              (Registrant's telephone number, including area code)

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



<PAGE>



ITEM 5. OTHER EVENTS

A press  release  in the form of  Exhibit 1 hereto was issued by Young & Rubicam
Inc. on January 7, 2000.






                                   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.

                              Young & Rubicam Inc.
                              --------------------
                                  (Registrant)

Date:  January 7, 2000
       ---------------

                              /s/ Jacques Tortoroli
                           --------------------------------------------
                               Name: Jacques Tortoroli
                           Title: Senior Vice President, Finance
                              Principal Accounting Officer




<PAGE>




EXHIBIT 1.

NEW YORK - January 7, 2000 - Young & Rubicam Inc.  (NYSE:  YNR) today  announced
its intention,  subject to market and other conditions,  to raise  approximately
$250 million through the sale of convertible subordinated notes. Young & Rubicam
will grant the  initial  purchasers  an option to purchase  additional  notes to
cover any over-allotments.

The notes will be convertible, at the option of the holder, into shares of Young
& Rubicam's common stock at a conversion price to be determined.

Proceeds from the offering will be used to repay  outstanding debt under Young &
Rubicam's existing bank credit facilities and to fund operations.

The  notes  will be sold  to  qualified  institutional  investors  in a  private
placement  pursuant to Rule 144A under the  Securities  Act of 1933, as amended.
The notes will not be registered under the Securities Act and may not be offered
or sold in the United States absent  registration  under the  Securities  Act or
available exemptions from the registration requirements of the Securities Act.

Young & Rubicam  Inc. is a  diversified,  global  marketing  and  communications
organization  with integrated  services in advertising,  database  marketing and
customer  relationship  management,  perception management and public relations,
branding   identity   consultation   and   design   services,   and   healthcare
communications.  Young & Rubicam is  comprised  of Young & Rubicam  Advertising,
Dentsu Young & Rubicam,  The Bravo  Group/Kang & Lee,  Wunderman  Cato  Johnson,
KnowledgeBase Marketing, Brand Dialogue, The Media Edge, Burson-Marsteller, Cohn
& Wolfe, Landor Associates, Sudler & Hennessey and other related companies.

This announcement  contains statements that may be  "forward-looking" as defined
in the Private  Securities  Litigation Reform Act of 1995. A variety of factors,
including revenues received from clients,  gains or losses of clients and client
businesses and projects, the level of economic activity in the principal markets
in which  Young & Rubicam  conducts  business  and other  trends  affecting  the
Company's  financial   condition  or  results  of  operations,   the  impact  of
competition  in the marketing  and  communications  industry,  and the Company's
liquidity and financing  plans could cause Young & Rubicam's  actual  results to
differ materially from anticipated  results or other  expectations  expressed in
the Company's forward-looking statements.
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FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

DATE OF REPORT (Date of earliest event reported): January 7, 2000

Commission file number 001-14093

                              YOUNG & RUBICAM INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                              13-1493710
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

 285 Madison Avenue, New York, New York                            10017
 --------------------------------------                            -----
(Address of principal executive offices)                         (Zip Code)

                                 (212) 210-3000
              (Registrant's telephone number, including area code)

        -----------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS

A press  release  in the form of  Exhibit 1 hereto was issued by Young & Rubicam
Inc. on January 7, 2000.

                                   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.

                              Young & Rubicam Inc.
                              --------------------
                                  (Registrant)

Date:  January 7, 2000
       ---------------

                              /s/ Jacques Tortoroli
                           --------------------------------------------
                               Name: Jacques Tortoroli
                           Title: Senior Vice President, Finance
                              Principal Accounting Officer
EXHIBIT 1.

NEW YORK - January 7, 2000 - Young & Rubicam Inc.  (NYSE:  YNR) today  announced
its intention,  subject to market and other conditions,  to raise  approximately
$250 million through the sale of convertible subordinated notes. Young & Rubicam
will grant the  initial  purchasers  an option to purchase  additional  notes to
cover any over-allotments.

The notes will be convertible, at the option of the holder, into shares of Young
& Rubicam's common stock at a conversion price to be determined.

Proceeds from the offering will be used to repay  outstanding debt under Young &
Rubicam's existing bank credit facilities and to fund operations.

The  notes  will be sold  to  qualified  institutional  investors  in a  private
placement  pursuant to Rule 144A under the  Securities  Act of 1933, as amended.
The notes will not be registered under the Securities Act and may not be offered
or sold in the United States absent  registration  under the  Securities  Act or
available exemptions from the registration requirements of the Securities Act.

Young & Rubicam  Inc. is a  diversified,  global  marketing  and  communications
organization  with integrated  services in advertising,  database  marketing and
customer  relationship  management,  perception management and public relations,
branding   identity   consultation   and   design   services,   and   healthcare
communications.  Young & Rubicam is  comprised  of Young & Rubicam  Advertising,
Dentsu Young & Rubicam,  The Bravo  Group/Kang & Lee,  Wunderman  Cato  Johnson,
KnowledgeBase Marketing, Brand Dialogue, The Media Edge, Burson-Marsteller, Cohn
& Wolfe, Landor Associates, Sudler & Hennessey and other related companies.

This announcement  contains statements that may be  "forward-looking" as defined
in the Private  Securities  Litigation Reform Act of 1995. A variety of factors,
including revenues received from clients,  gains or losses of clients and client
businesses and projects, the level of economic activity in the principal markets
in which  Young & Rubicam  conducts  business  and other  trends  affecting  the
Company's  financial   condition  or  results  of  operations,   the  impact  of
competition  in the marketing  and  communications  industry,  and the Company's
liquidity and financing  plans could cause Young & Rubicam's  actual  results to
differ materially from anticipated  results or other  expectations  expressed in
the Company's forward-looking statements.