Registration No. 33-
_________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                    _______________________

                           FORM S-8
                    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
(Address of principal executive offices)    (zip code)

              EMPLOYEE STOCK PURCHASE PLAN (1995)
                               OF
            THE INTERPUBLIC GROUP OF COMPANIES, INC.
                    (full title of the plan)

                       CHRISTOPHER RUDGE
            THE INTERPUBLIC GROUP OF COMPANIES, INC.
                  1271 Avenue of the Americas
                   New York, New York  10020
            (Name and address of agent for service)

                          (212) 399-8000
   (Telephone number, including area code, of agent for service)
                 _______________________________

                 CALCULATION OF REGISTRATION FEE
_________________________________________________________________
                              Proposed    Proposed
                              maximum     maximum
Title of          Amount      offering    aggregate   Amount of
Securities to     to be       price per   offering   registration
be Registered     Registered  share <F1>  Price <F2>    fee
_________________________________________________________________

Common Stock      6,000,000   $37.3125  $223,875,000  $77,198.28
($.10 par value)
_________________________________________________________________
PAGE
<PAGE>
<F1>, <F2>  Based upon the average of the high and low prices on
            the New York Stock Exchange on July 25, 1995, in
            accordance with rule 457(h) under the Securities Act
            of 1933, as amended (the "Act").  The shares stated
            above consist of 6,000,000 shares which may be
            issued under the Registrant's Employee Stock
            Purchase Plan (1995).
PAGE
<PAGE>
                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated herein by reference
and made a part hereof:

(a)  Annual Report on Form 10-K of The Interpublic Group of
     Companies, Inc. ("IPG" or the "Company") for the year ended
     December 31, 1994; 

(b)  All other reports filed by IPG pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 as
     amended (the "Exchange Act") since December 31, 1994; and

(c)  The description of the common shares of IPG contained in its
     reports on Form 8-A, dated June 29, 1971 and October 8,
     1975, respectively, as amended by reports on Form 8, dated
     February 24, 1983, June 12, 1984, September 13, 1984, June
     25, 1985, July 15, 1987 and May 19, 1988, and the
     description of the Rights currently traded with the common
     shares of IPG contained in its report on Form 8-A, dated
     August 1, 1989 and amended on Form 8 dated October 3, 1989,
     filed under Section 12 of the Exchange Act, including any
     subsequent amendments or reports filed for the purpose of
     updating such description.

     All documents filed by IPG pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 in and
made a part of this Registration Statement by reference from the
date of filing of such documents.  Any statement contained herein
or 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.


Item 4.  DESCRIPTION OF SECURITIES 

     Not applicable.

PAGE
<PAGE>
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Christopher Rudge, Senior Vice President and General Counsel
of IPG, has opined upon the legality of the common shares of IPG
offered hereby.  Christopher Rudge is a Key Employee pursuant to
the terms of The Employee Stock Purchase Plan (1995) of The
Interpublic Group of Companies, Inc.  As of July 24, 1995, Mr.
Rudge owned 11,814 shares of Interpublic's Common Stock,
including 11,250 shares which contain restrictions on their sale
or transfer and had options to purchase 40,320 shares of the
Company's Common Stock.  


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of
Delaware permits extensive indemnification of present and former
directors, officers, employees or agents of a Delaware
corporation.  Under Delaware law, in order for a corporation to
provide indemnification, a disinterested majority of the
corporation's board of directors, independent legal counsel or
shareholders must find that the director, officer, employee or
agent acted or failed to act in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceedings, had no reasonable cause to believe his
conduct was unlawful.  Statutory indemnification is permissive,
except in the event of a successful defense, when a director,
officer, employee or agent must be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by
him in connection therewith.  With regard to actions by or in the
right of the corporation, indemnification is permitted for
expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such
action, but no indemnification shall be permitted to persons
adjudged liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or
suit was brought shall determine that despite liability but in
view of all the circumstances such person fairly and reasonably
is entitled to indemnity for such expenses as such court deems
proper.  With regard to all other actions, indemnification is
permitted, and indemnification is allowed with respect to
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding.
PAGE
<PAGE>
     The Company's By-Laws contain specific authority for
indemnification by the Company of current and former directors,
officers, employees or agents of the Company on terms that have
been derived from Section 145 of the Delaware General Corporation
Law.  Article 6 of the By-Laws of the Company provides as
follows:

          Section 6.01.  ACTIONS OTHER THAN THOSE BY OR IN THE
     RIGHT OF THE CORPORATION.  The Corporation shall indemnify
     any person who was or is a party or is threatened to be made
     a party 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
     the Corporation) by reason of the fact that he 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,
     partnership, joint venture, trust or other enterprise,
     against expenses (including attorney's fees), judgments,
     fines and amounts paid in settlement actually and reasonably
     incurred by him in connection with such action, suit or
     proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any
     criminal action or proceeding, had no reasonable cause to
     believe his conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order, settlement,
     conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that
     the person did not act in good faith and in a manner which
     he reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any
     criminal action or proceeding, had reasonable cause to
     believe that his conduct was unlawful.

          Section 6.02.  ACTIONS BY OR IN THE RIGHT OF THE
     CORPORATION.  The Corporation shall indemnify any person who
     was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the Corporation to procure a judgment in its favor
     by reason of the fact that he 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, partnership, joint
     venture, trust or other enterprise against expenses
PAGE
<PAGE>
     (including attorney's fees) actually and reasonably incurred
     by him in connection with the defense or settlement of such
     action or suit if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the Corporation.  The foregoing sentence to the
     contrary notwithstanding, no indemnification shall be made
     in respect of any claim, issue or matter as to which such
     person shall have been adjudged to be liable for negligence
     or misconduct in the performance of his duty to the
     Corporation unless and only to the extent that the Court of
     Chancery or the court in which such action or suit was
     brought shall determine upon application that, despite the
     adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and
     reasonably entitled to be indemnified for such expenses
     which the Court of Chancery or such other court shall deem
     proper.

          Section 6.03.  INDEMNIFICATION AGAINST EXPENSES.  To
     the extent that a director, officer, employee or agent of
     the Corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding
     referred to in Section 6.01 or 6.02 hereof, or in defense of
     any claim, issue or matter therein, he shall be indemnified
     against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection therewith.

          Section 6.04.  AUTHORIZATION.  Any indemnification
     under Section 6.01 or Section 6.02 hereto (unless ordered by
     a court) shall be made by the Corporation only as authorized
     in the specific case upon a determination that
     indemnification of the director, officer, employee or agent
     is proper in the circumstances because he has met the
     applicable standard of conduct set forth in Sections 6.01
     and 6.02, and that he has reasonably cooperated with the
     Corporation in the conduct of such action, suit or
     proceeding.  Such determination shall be made (a) by the
     Board of Directors by a majority vote of a quorum consisting
     of directors who were not parties to such action, suit or
     proceeding, or (b) if such quorum is not obtainable, (or,
     even if it is obtainable, a quorum of disinterested
     directors so directs), by independent legal counsel in
     written opinion, or (c) by the stockholders.

          Section 6.05.  PAYMENT OF EXPENSES IN ADVANCE OF FINAL
     DISPOSITION.  Expenses incurred in defending a civil or
     criminal action, suit or proceeding may be paid by the
     Corporation in advance of the final disposition of such
     action, suit or proceeding as authorized by the Board of
     Directors in the manner provided in Section 6.04 hereof upon
PAGE
<PAGE>
     receipt of an undertaking by or on behalf of the director,
     officer, employee or agent to repay such amount unless it
     shall ultimately be determined that he is entitled to be
     indemnified by the Corporation as authorized in this
     Section.

          Section 6.06.  NON-EXCLUSIVITY.  The indemnification
     provided by this Article shall not be deemed exclusive of
     any other rights to which those indemnified may be entitled
     under any by-laws, agreement, vote of stockholders or
     disinterested directors or otherwise, both as to action in
     his official capacity and as to action in another capacity
     while holding such office, and shall continue as to a person
     who has ceased to be a director, officer, employee or agent
     and shall inure to the benefit of the heirs, executors and
     administrators of such a person.

          Section 6.07.  APPLICATION.  The provisions of this
     Article 6 shall not be construed to authorize
     indemnification in any case or for any liability or expense
     where such indemnification would not be lawful.  They shall
     be applicable to claims, actions, suits and proceedings made
     or commenced after the adoption hereof, whether arising from
     acts or omissions to acts occurring before or after the date
     of such adoption.  If a person meets the requirements of
     this Article 6 with respect to some matters in a claim,
     action, suit or proceeding but not with respect to others,
     he shall be entitled to indemnification as to the former.

     The Company maintains policies of insurance under which the
Company and its directors and officers are insured subject to
specified exclusions and deductible and maximum amounts against
loss arising from any claim which may be made against the Company
or any director or officer of the Company by reason of any breach
of duty, neglect, error, misstatement, omission or act done or
alleged to have been done while acting in their respective
capacities.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


Item 8.  EXHIBITS

     The following exhibits are filed as part of this
Registration Statement:
PAGE
<PAGE>
 5.1      Opinion of Christopher Rudge, Senior Vice President and
          General Counsel of IPG, as to the legality of the
          common shares offered hereby.

 5.2      Opinion of Covington & Burling as to U.S. Federal tax
          consequences and ERISA.

23.1      Consent of Christopher Rudge, Senior Vice President and
          General Counsel of IPG (filed as part of Exhibit 5.1
          hereof).

23.2      Consent of Covington & Burling (filed as part of
          Exhibit 5.2 hereof).

23.3      Consent of Price Waterhouse.

24.       Power of attorney of certain directors of IPG.


Item 9.  UNDERTAKINGS

     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:

     (a)  to include any prospectus required by Section 10(a)(3)
          of the 1933 Act;

     (b)  to reflect in the prospectus any facts or events
          arising after the effective date of the Registration
          Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in this Registration Statement.  Notwithstanding
          the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of
          securities offered would not exceed that which was
          registered) and any deviation from the low or high end
          of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no
          more than a twenty percent (20%) change in the maximum
          aggregate offering price set forth in the "Calculation
          of Registration Fee" table in this Registration
          Statement.
PAGE
<PAGE>
     (c)  to include any material information with respect to the
          plan of distribution not previously disclosed in the
          Registration Statement or any material change to such
          information in the Registration Statement;

     provided, however, that paragraphs (1)(a) and (1)(b) do not
     apply if the registration statement is on Form S-3, Form S-8
     or Form F-3 and the information required to be included in a
     post-effective amendment by these paragraphs is contained in
     periodic reports filed with or furnished to the Securities
     and Exchange Commission by the registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement;

(2)  that, for the purpose of determining any liability under the
     1933 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;

(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; and

(4)  that, for purposes of determining any liability under the
     1933 Act, each filing of the registrant's annual report
     pursuant to  Section 13(a) or 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 therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof. 

(5)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 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 Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the 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
PAGE
<PAGE>
     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 Act and will be governed by the final
     adjudication of such issue.  
PAGE
<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 New York and State of New York, on the 28th day of
July, 1995.


                                   THE INTERPUBLIC GROUP OF
                                   COMPANIES, INC.
                                        (Registrant)



July 28, 1995                      By: PHILIP H. GEIER, JR.
                                       PHILIP H. GEIER, JR.
                                       Chairman of the Board,
                                       President and Chief
                                       Executive Officer


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons and in the capacities and on the dates indicated.


Name                          Title                    Date

                      Chairman of the Board
                      President and Chief Executive
                      Officer (Principal Executive
PHILIP H. GEIER, JR.  Officer) and Director         July 28, 1995
PHILIP H. GEIER, JR.     

                      Executive Vice President-
                      Finance and Operations
                      (Principal Financial
EUGENE P. BEARD       Officer) and Director         July 28, 1995
EUGENE P. BEARD


                      Vice President and
                      Controller (Principal
JOSEPH STUDLEY        Accounting Officer)           July 28, 1995
JOSEPH STUDLEY

PAGE
<PAGE>

*LYNNE V. CHENEY      Director                      July 28, 1995
*LYNNE V. CHENEY




*JOHN J. DOONER, JR.  Director                      July 28, 1995
*JOHN J. DOONER, JR.



*FRANK J. BORELLI     Director                      July 28, 1995
*FRANK J. BORELLI



*FRANK B. LOWE        Director                      July 28, 1995
*FRANK B. LOWE



*MARTIN F. PURIS      Director                      July 28, 1995
*MARTIN F. PURIS



________________      Director                      July 28, 1995
LEIF H. OLSEN



*J. PHILLIP SAMPER    Director                      July 28, 1995
*J. PHILLIP SAMPER



*JOSEPH J. SISCO      Director                      July 28, 1995
*JOSEPH J. SISCO




*By: PHILIP H. GEIER, JR.
     PHILIP H. GEIER, JR.
     Attorney-in-fact
PAGE
<PAGE>
                         EXHIBIT INDEX


EXHIBIT TABLE NO.



5.1         Opinion of Christopher Rudge, Senior
            Vice President and General Counsel of
            IPG as to the legality of the common
            shares offered hereby.

5.2         Opinion of Covington & Burling as to
            U.S. Federal tax consequences and ERISA.


23.1        Consent of Christopher Rudge, Senior
            Vice President and General Counsel of
            IPG (filed as part of Exhibit 5.1 hereof).

23.2        Consent of Covington & Burling (filed as
            part of Exhibit 5.2 hereof).

23.3        Consent of Price Waterhouse.

24.         Power of attorney of certain directors of IPG.  

PAGE
<PAGE>
                                                      Exhibit 5.1




                                        July 28, 1995


The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York  10020

            Re:  Registration Statement on Form S-8

Dear Sirs:

          This opinion is rendered in connection with the
Registration Statement on Form S-8 being filed by The Interpublic
Group of Companies, Inc. ("IPG") with the Securities and Exchange
Commission under the United States Securities Act of 1933 (the
"Registration Statement") on or about July 28, 1995 related to
the Employee Stock Purchase Plan (1995) of The Interpublic Group
of Companies, Inc. (the "Plan").

          In connection with the foregoing, I am of the opinion
that the common shares covered by the Registration Statement, as
or when issued and delivered in accordance with the Plan, are or
will be duly and validly issued, fully paid and non-assessable.

          I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.

          This opinion is furnished solely for the benefit of the
Securities and Exchange Commission in connection with the
aforementioned Registration Statement and is not to be used,
circulated, quoted from or otherwise referred to for any other
purpose.

                                   Yours truly,


                                   CHRISTOPHER RUDGE
                                   CHRISTOPHER RUDGE
                                   Senior Vice President, General
                                   Counsel and Secretary

PAGE
<PAGE>
                                                  Exhibit 5.2


                         COVINGTON & BURLING
                    1201 PENNSYLVANIA AVENUE, N.W.
                             P.O. BOX 7566
                     WASHINGTON, D.C.  20044-7566
                           (202) 662-6000




                                        July 26, 1995


The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
Rockefeller Center
New York, New York  10020

Ladies and Gentlemen:

          We are writing at your request to provide our opinion
regarding the description of the U.S. Federal tax consequences of
The Interpublic Group of Companies Employee Stock Purchase Plan
(1995) (the "Plan") and the status of the Plan under the Employee
Retirement Income Security Act of 1974 ("ERISA") that appears on
pages 10 through 12 of the prospectus for the Plan, that you
furnished to us.

          In our opinion, if the Plan is administered in
accordance with its terms, the information provided on pages 10
through 12 of the prospectus accurately summarizes the Plan's
U.S. Federal tax consequences and ERISA status.

          We hereby consent to the reference to Covington &
Burling under the caption "Legal Opinions" in the prospectus and
to the attachment of this letter as an exhibit to the Form S-8 to
be filed with the Securities and Exchange Commission in
connection with the Plan.

                                        Very truly yours,

                                        COVINGTON & BURLING



                                        By:  JOHN M. VINE
                                             JOHN M. VINE

PAGE
<PAGE>
                                                  Exhibit 23.3


               CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of The Interpublic Group of
Companies, Inc. (the ("Company") and the Prospectus constituting
part of such Registration Statement on Form S-8 of our report
dated February 13, 1995, which appears on page 35 of the 1994
Annual Report to Shareholders of the Company, which is
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1994.  We also consent to
the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page F2 of such Annual
Report on Form 10-K.  We also consent to the reference to us
under the heading "Experts" in the Prospectus constituting part
of this Registration Statement on Form S-8.

PRICE WATERHOUSE, LLP
New York, New York
July 28, 1995

PAGE
<PAGE>
                                                  Exhibit No. 24

                        POWER OF ATTORNEY



          KNOW ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below constitutes and appoints PHILIP H.
GEIER, JR., EUGENE P. BEARD, JOSEPH STUDLEY and CHRISTOPHER
RUDGE, and each of them, as true and lawful attorneys-
in-fact and agents with full power of substitution and
resubstitution, for him, and in his name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8
covering shares of Common Stock to be issuable under the Employee
Stock Purchase Plan (1995) for The Interpublic Group of
Companies, Inc., any and all amendments (including further
post-effective amendments) thereto and all other instruments
necessary or desirable in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requested and necessary to be done in and about the
premises as fully to all intents and purposes as he might do 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.

          This Power of Attorney may be signed in any number of
counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.


Dated:  July 27, 1995




EUGENE P. BEARD                         FRANK J. BORELLI
EUGENE P. BEARD                         FRANK J. BORELLI



LYNNE V. CHENEY                         JOHN J. DOONER, JR.
LYNNE V. CHENEY                         JOHN J. DOONER, JR.

PAGE
<PAGE>


PHILIP H. GEIER, JR.                    FRANK B. LOWE
PHILIP H. GEIER, JR.                    FRANK B. LOWE



___________________                     MARTIN F. PURIS
LEIF H. OLSEN                           MARTIN F. PURIS



J. PHILLIP SAMPER                       JOSEPH J. SISCO
J. PHILLIP SAMPER                       JOSEPH J. SISCO



JOSEPH STUDLEY
JOSEPH STUDLEY

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29672}]
{"company-data": {"conformed-name": "INTERPUBLIC GROUP OF COMPANIES INC", "cik": "0000051644", "assigned-sic": "7311", "irs-number": "131024020", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61371", "film-number": "95556880"}, "business-address": {"street1": "1271 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "2123998000"}, "mail-address": {"street1": "750 THIRD AVENUE", "street2": "4TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": {"former-conformed-name": "MCCANN ERICKSON INC", "date-changed": "19710715"}}
Registration No. 33-
_________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                    _______________________

                           FORM S-8
                    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
(Address of principal executive offices)    (zip code)

              EMPLOYEE STOCK PURCHASE PLAN (1995)
                               OF
            THE INTERPUBLIC GROUP OF COMPANIES, INC.
                    (full title of the plan)

                       CHRISTOPHER RUDGE
            THE INTERPUBLIC GROUP OF COMPANIES, INC.
                  1271 Avenue of the Americas
                   New York, New York  10020
            (Name and address of agent for service)

                          (212) 399-8000
   (Telephone number, including area code, of agent for service)
                 _______________________________

                 CALCULATION OF REGISTRATION FEE
_________________________________________________________________
                              Proposed    Proposed
                              maximum     maximum
Title of          Amount      offering    aggregate   Amount of
Securities to     to be       price per   offering   registration
be Registered     Registered  share
Price
fee
_________________________________________________________________

Common Stock      6,000,000   $37.3125  $223,875,000  $77,198.28
($.10 par value)
_________________________________________________________________
PAGE
,
Based upon the average of the high and low prices on
            the New York Stock Exchange on July 25, 1995, in
            accordance with rule 457(h) under the Securities Act
            of 1933, as amended (the "Act").  The shares stated
            above consist of 6,000,000 shares which may be
            issued under the Registrant's Employee Stock
            Purchase Plan (1995).
PAGE
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated herein by reference
and made a part hereof:

(a)  Annual Report on Form 10-K of The Interpublic Group of
     Companies, Inc. ("IPG" or the "Company") for the year ended
     December 31, 1994; 

(b)  All other reports filed by IPG pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 as
     amended (the "Exchange Act") since December 31, 1994; and

(c)  The description of the common shares of IPG contained in its
     reports on Form 8-A, dated June 29, 1971 and October 8,
     1975, respectively, as amended by reports on Form 8, dated
     February 24, 1983, June 12, 1984, September 13, 1984, June
     25, 1985, July 15, 1987 and May 19, 1988, and the
     description of the Rights currently traded with the common
     shares of IPG contained in its report on Form 8-A, dated
     August 1, 1989 and amended on Form 8 dated October 3, 1989,
     filed under Section 12 of the Exchange Act, including any
     subsequent amendments or reports filed for the purpose of
     updating such description.

     All documents filed by IPG pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 in and
made a part of this Registration Statement by reference from the
date of filing of such documents.  Any statement contained herein
or 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.

Item 4.  DESCRIPTION OF SECURITIES 

     Not applicable.

PAGE
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Christopher Rudge, Senior Vice President and General Counsel
of IPG, has opined upon the legality of the common shares of IPG
offered hereby.  Christopher Rudge is a Key Employee pursuant to
the terms of The Employee Stock Purchase Plan (1995) of The
Interpublic Group of Companies, Inc.  As of July 24, 1995, Mr.
Rudge owned 11,814 shares of Interpublic's Common Stock,
including 11,250 shares which contain restrictions on their sale
or transfer and had options to purchase 40,320 shares of the
Company's Common Stock.  

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of
Delaware permits extensive indemnification of present and former
directors, officers, employees or agents of a Delaware
corporation.  Under Delaware law, in order for a corporation to
provide indemnification, a disinterested majority of the
corporation's board of directors, independent legal counsel or
shareholders must find that the director, officer, employee or
agent acted or failed to act in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceedings, had no reasonable cause to believe his
conduct was unlawful.  Statutory indemnification is permissive,
except in the event of a successful defense, when a director,
officer, employee or agent must be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by
him in connection therewith.  With regard to actions by or in the
right of the corporation, indemnification is permitted for
expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such
action, but no indemnification shall be permitted to persons
adjudged liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or
suit was brought shall determine that despite liability but in
view of all the circumstances such person fairly and reasonably
is entitled to indemnity for such expenses as such court deems
proper.  With regard to all other actions, indemnification is
permitted, and indemnification is allowed with respect to
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding.
PAGE
The Company's By-Laws contain specific authority for
indemnification by the Company of current and former directors,
officers, employees or agents of the Company on terms that have
been derived from Section 145 of the Delaware General Corporation
Law.  Article 6 of the By-Laws of the Company provides as
follows:

          Section 6.01.  ACTIONS OTHER THAN THOSE BY OR IN THE
     RIGHT OF THE CORPORATION.  The Corporation shall indemnify
     any person who was or is a party or is threatened to be made
     a party 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
     the Corporation) by reason of the fact that he 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,
     partnership, joint venture, trust or other enterprise,
     against expenses (including attorney's fees), judgments,
     fines and amounts paid in settlement actually and reasonably
     incurred by him in connection with such action, suit or
     proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any
     criminal action or proceeding, had no reasonable cause to
     believe his conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order, settlement,
     conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that
     the person did not act in good faith and in a manner which
     he reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any
     criminal action or proceeding, had reasonable cause to
     believe that his conduct was unlawful.

          Section 6.02.  ACTIONS BY OR IN THE RIGHT OF THE
     CORPORATION.  The Corporation shall indemnify any person who
     was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the Corporation to procure a judgment in its favor
     by reason of the fact that he 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, partnership, joint
     venture, trust or other enterprise against expenses
PAGE
(including attorney's fees) actually and reasonably incurred
     by him in connection with the defense or settlement of such
     action or suit if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the Corporation.  The foregoing sentence to the
     contrary notwithstanding, no indemnification shall be made
     in respect of any claim, issue or matter as to which such
     person shall have been adjudged to be liable for negligence
     or misconduct in the performance of his duty to the
     Corporation unless and only to the extent that the Court of
     Chancery or the court in which such action or suit was
     brought shall determine upon application that, despite the
     adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and
     reasonably entitled to be indemnified for such expenses
     which the Court of Chancery or such other court shall deem
     proper.

          Section 6.03.  INDEMNIFICATION AGAINST EXPENSES.  To
     the extent that a director, officer, employee or agent of
     the Corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding
     referred to in Section 6.01 or 6.02 hereof, or in defense of
     any claim, issue or matter therein, he shall be indemnified
     against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection therewith.

          Section 6.04.  AUTHORIZATION.  Any indemnification
     under Section 6.01 or Section 6.02 hereto (unless ordered by
     a court) shall be made by the Corporation only as authorized
     in the specific case upon a determination that
     indemnification of the director, officer, employee or agent
     is proper in the circumstances because he has met the
     applicable standard of conduct set forth in Sections 6.01
     and 6.02, and that he has reasonably cooperated with the
     Corporation in the conduct of such action, suit or
     proceeding.  Such determination shall be made (a) by the
     Board of Directors by a majority vote of a quorum consisting
     of directors who were not parties to such action, suit or
     proceeding, or (b) if such quorum is not obtainable, (or,
     even if it is obtainable, a quorum of disinterested
     directors so directs), by independent legal counsel in
     written opinion, or (c) by the stockholders.

          Section 6.05.  PAYMENT OF EXPENSES IN ADVANCE OF FINAL
     DISPOSITION.  Expenses incurred in defending a civil or
     criminal action, suit or proceeding may be paid by the
     Corporation in advance of the final disposition of such
     action, suit or proceeding as authorized by the Board of
     Directors in the manner provided in Section 6.04 hereof upon
PAGE
receipt of an undertaking by or on behalf of the director,
     officer, employee or agent to repay such amount unless it
     shall ultimately be determined that he is entitled to be
     indemnified by the Corporation as authorized in this
     Section.

          Section 6.06.  NON-EXCLUSIVITY.  The indemnification
     provided by this Article shall not be deemed exclusive of
     any other rights to which those indemnified may be entitled
     under any by-laws, agreement, vote of stockholders or
     disinterested directors or otherwise, both as to action in
     his official capacity and as to action in another capacity
     while holding such office, and shall continue as to a person
     who has ceased to be a director, officer, employee or agent
     and shall inure to the benefit of the heirs, executors and
     administrators of such a person.

          Section 6.07.  APPLICATION.  The provisions of this
     Article 6 shall not be construed to authorize
     indemnification in any case or for any liability or expense
     where such indemnification would not be lawful.  They shall
     be applicable to claims, actions, suits and proceedings made
     or commenced after the adoption hereof, whether arising from
     acts or omissions to acts occurring before or after the date
     of such adoption.  If a person meets the requirements of
     this Article 6 with respect to some matters in a claim,
     action, suit or proceeding but not with respect to others,
     he shall be entitled to indemnification as to the former.

     The Company maintains policies of insurance under which the
Company and its directors and officers are insured subject to
specified exclusions and deductible and maximum amounts against
loss arising from any claim which may be made against the Company
or any director or officer of the Company by reason of any breach
of duty, neglect, error, misstatement, omission or act done or
alleged to have been done while acting in their respective
capacities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8.  EXHIBITS

     The following exhibits are filed as part of this
Registration Statement:
PAGE
5.1      Opinion of Christopher Rudge, Senior Vice President and
          General Counsel of IPG, as to the legality of the
          common shares offered hereby.

 5.2      Opinion of Covington & Burling as to U.S. Federal tax
          consequences and ERISA.

23.1      Consent of Christopher Rudge, Senior Vice President and
          General Counsel of IPG (filed as part of Exhibit 5.1
          hereof).

23.2      Consent of Covington & Burling (filed as part of
          Exhibit 5.2 hereof).

23.3      Consent of Price Waterhouse.

24.       Power of attorney of certain directors of IPG.

Item 9.  UNDERTAKINGS

     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:

     (a)  to include any prospectus required by Section 10(a)(3)
          of the 1933 Act;

     (b)  to reflect in the prospectus any facts or events
          arising after the effective date of the Registration
          Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in this Registration Statement.  Notwithstanding
          the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of
          securities offered would not exceed that which was
          registered) and any deviation from the low or high end
          of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no
          more than a twenty percent (20%) change in the maximum
          aggregate offering price set forth in the "Calculation
          of Registration Fee" table in this Registration
          Statement.
PAGE
(c)  to include any material information with respect to the
          plan of distribution not previously disclosed in the
          Registration Statement or any material change to such
          information in the Registration Statement;

     provided, however, that paragraphs (1)(a) and (1)(b) do not
     apply if the registration statement is on Form S-3, Form S-8
     or Form F-3 and the information required to be included in a
     post-effective amendment by these paragraphs is contained in
     periodic reports filed with or furnished to the Securities
     and Exchange Commission by the registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement;

(2)  that, for the purpose of determining any liability under the
     1933 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;

(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; and

(4)  that, for purposes of determining any liability under the
     1933 Act, each filing of the registrant's annual report
     pursuant to  Section 13(a) or 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 therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof. 

(5)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 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 Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the 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
PAGE
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 Act and will be governed by the final
     adjudication of such issue.  
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 New York and State of New York, on the 28th day of
July, 1995.

                                   THE INTERPUBLIC GROUP OF
                                   COMPANIES, INC.
                                        (Registrant)

July 28, 1995                      By: PHILIP H. GEIER, JR.
                                       PHILIP H. GEIER, JR.
                                       Chairman of the Board,
                                       President and Chief
                                       Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons and in the capacities and on the dates indicated.

Name                          Title                    Date

                      Chairman of the Board
                      President and Chief Executive
                      Officer (Principal Executive
PHILIP H. GEIER, JR.  Officer) and Director         July 28, 1995
PHILIP H. GEIER, JR.     

                      Executive Vice President-
                      Finance and Operations
                      (Principal Financial
EUGENE P. BEARD       Officer) and Director         July 28, 1995
EUGENE P. BEARD

                      Vice President and
                      Controller (Principal
JOSEPH STUDLEY        Accounting Officer)           July 28, 1995
JOSEPH STUDLEY

PAGE
*LYNNE V. CHENEY      Director                      July 28, 1995
*LYNNE V. CHENEY

*JOHN J. DOONER, JR.  Director                      July 28, 1995
*JOHN J. DOONER, JR.

*FRANK J. BORELLI     Director                      July 28, 1995
*FRANK J. BORELLI

*FRANK B. LOWE        Director                      July 28, 1995
*FRANK B. LOWE

*MARTIN F. PURIS      Director                      July 28, 1995
*MARTIN F. PURIS

________________      Director                      July 28, 1995
LEIF H. OLSEN

*J. PHILLIP SAMPER    Director                      July 28, 1995
*J. PHILLIP SAMPER

*JOSEPH J. SISCO      Director                      July 28, 1995
*JOSEPH J. SISCO

*By: PHILIP H. GEIER, JR.
     PHILIP H. GEIER, JR.
     Attorney-in-fact
PAGE
EXHIBIT INDEX

EXHIBIT TABLE NO.

5.1         Opinion of Christopher Rudge, Senior
            Vice President and General Counsel of
            IPG as to the legality of the common
            shares offered hereby.

5.2         Opinion of Covington & Burling as to
            U.S. Federal tax consequences and ERISA.

23.1        Consent of Christopher Rudge, Senior
            Vice President and General Counsel of
            IPG (filed as part of Exhibit 5.1 hereof).

23.2        Consent of Covington & Burling (filed as
            part of Exhibit 5.2 hereof).

23.3        Consent of Price Waterhouse.

24.         Power of attorney of certain directors of IPG.  

PAGE
Exhibit 5.1

                                        July 28, 1995

The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York  10020

            Re:  Registration Statement on Form S-8

Dear Sirs:

          This opinion is rendered in connection with the
Registration Statement on Form S-8 being filed by The Interpublic
Group of Companies, Inc. ("IPG") with the Securities and Exchange
Commission under the United States Securities Act of 1933 (the
"Registration Statement") on or about July 28, 1995 related to
the Employee Stock Purchase Plan (1995) of The Interpublic Group
of Companies, Inc. (the "Plan").

          In connection with the foregoing, I am of the opinion
that the common shares covered by the Registration Statement, as
or when issued and delivered in accordance with the Plan, are or
will be duly and validly issued, fully paid and non-assessable.

          I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.

          This opinion is furnished solely for the benefit of the
Securities and Exchange Commission in connection with the
aforementioned Registration Statement and is not to be used,
circulated, quoted from or otherwise referred to for any other
purpose.

                                   Yours truly,

                                   CHRISTOPHER RUDGE
                                   CHRISTOPHER RUDGE
                                   Senior Vice President, General
                                   Counsel and Secretary

PAGE
Exhibit 5.2

                         COVINGTON & BURLING
                    1201 PENNSYLVANIA AVENUE, N.W.
                             P.O. BOX 7566
                     WASHINGTON, D.C.  20044-7566
                           (202) 662-6000

                                        July 26, 1995

The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
Rockefeller Center
New York, New York  10020

Ladies and Gentlemen:

          We are writing at your request to provide our opinion
regarding the description of the U.S. Federal tax consequences of
The Interpublic Group of Companies Employee Stock Purchase Plan
(1995) (the "Plan") and the status of the Plan under the Employee
Retirement Income Security Act of 1974 ("ERISA") that appears on
pages 10 through 12 of the prospectus for the Plan, that you
furnished to us.

          In our opinion, if the Plan is administered in
accordance with its terms, the information provided on pages 10
through 12 of the prospectus accurately summarizes the Plan's
U.S. Federal tax consequences and ERISA status.

          We hereby consent to the reference to Covington &
Burling under the caption "Legal Opinions" in the prospectus and
to the attachment of this letter as an exhibit to the Form S-8 to
be filed with the Securities and Exchange Commission in
connection with the Plan.

                                        Very truly yours,

                                        COVINGTON & BURLING

                                        By:  JOHN M. VINE
                                             JOHN M. VINE

PAGE
Exhibit 23.3

               CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of The Interpublic Group of
Companies, Inc. (the ("Company") and the Prospectus constituting
part of such Registration Statement on Form S-8 of our report
dated February 13, 1995, which appears on page 35 of the 1994
Annual Report to Shareholders of the Company, which is
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1994.  We also consent to
the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page F2 of such Annual
Report on Form 10-K.  We also consent to the reference to us
under the heading "Experts" in the Prospectus constituting part
of this Registration Statement on Form S-8.

PRICE WATERHOUSE, LLP
New York, New York
July 28, 1995

PAGE
Exhibit No. 24

                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below constitutes and appoints PHILIP H.
GEIER, JR., EUGENE P. BEARD, JOSEPH STUDLEY and CHRISTOPHER
RUDGE, and each of them, as true and lawful attorneys-
in-fact and agents with full power of substitution and
resubstitution, for him, and in his name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8
covering shares of Common Stock to be issuable under the Employee
Stock Purchase Plan (1995) for The Interpublic Group of
Companies, Inc., any and all amendments (including further
post-effective amendments) thereto and all other instruments
necessary or desirable in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requested and necessary to be done in and about the
premises as fully to all intents and purposes as he might do 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.

          This Power of Attorney may be signed in any number of
counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.

Dated:  July 27, 1995

EUGENE P. BEARD                         FRANK J. BORELLI
EUGENE P. BEARD                         FRANK J. BORELLI

LYNNE V. CHENEY                         JOHN J. DOONER, JR.
LYNNE V. CHENEY                         JOHN J. DOONER, JR.

PAGE
PHILIP H. GEIER, JR.                    FRANK B. LOWE
PHILIP H. GEIER, JR.                    FRANK B. LOWE

___________________                     MARTIN F. PURIS
LEIF H. OLSEN                           MARTIN F. PURIS

J. PHILLIP SAMPER                       JOSEPH J. SISCO
J. PHILLIP SAMPER                       JOSEPH J. SISCO

JOSEPH STUDLEY
JOSEPH STUDLEY