As filed with the Securities and Exchange Commission on November 16, 2005
                                                Registration No. ____________

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       -----------------------------------
                                  WPP GROUP PLC
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                            <C>
                 ENGLAND AND WALES                                                      98-0110868
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)
</TABLE>

                                 27 FARM STREET
                             LONDON W1J 5RJ ENGLAND
                               011-44-20-7408-2204
                    (Address of principal executive offices)

                       THE WPP EXECUTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                               ANDREA HARRIS, ESQ.
                               GROUP CHIEF COUNSEL
                                 27 FARM STREET
                             LONDON W1J 5RJ ENGLAND
                     (Name and address of agent for service)

                               011-44-20-7408-2204
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               CURT C. MYERS, ESQ.
                               DAVIS & GILBERT LLP
                                  1740 BROADWAY
                              NEW YORK, N.Y. 10019
                                 (212) 468-4800
                     ---------------------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                                    <C>            <C>              <C>                <C>
=======================================================================================================================
       Title of securities to be registered         |  Amount to be  |   Proposed    | Proposed maximum  |   Amount of
                                                    |   registered   |    maximum    |     aggregate     | registration
                                                    |                |offering price |  offering price   |     fee
                                                    |                |  per share    |                   |
-----------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable to the Registrant's        |  1,031,230     |     (3)       | $10,902,775.75(4) |  $1,283.26
Depositary to support American Depositary Shares    |                |               |                   |
("ADSs") issuable upon exercise of outstanding      |                |               |                   |
options granted under the Registrant's Executive    |                |               |                   |
Stock Option Plan (the "Plan") (1) (2)              |                |               |                   |
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes an indeterminate  amount of additional  Ordinary Shares that may be
necessary to adjust the number of Ordinary Shares underlying the ADSs subject to
issuance  pursuant  to the Plan as a result of any  future  stock  split,  stock
dividend or similar transaction with respect to Ordinary Shares.
(2) ADSs issuable upon deposit of Ordinary Shares have been  registered  under a
separate  registration  statement  on Form F-6 (File No.  333-129170).  Each ADS
represents five Ordinary Shares.
<PAGE>
(3) The exercise prices payable for the Ordinary Shares underlying ADSs issuable
upon  exercise of  outstanding  options  granted  under the Plan are as follows:
$10.48 (32,620 shares),  $10.85 (92,195 shares); $11.40 (209,350 shares), $11.15
(83,000 shares), $10.36 (48,260 shares) and $10.16 (565,805 shares).

(4) The proposed maximum offering price is the sum of the exercise prices of the
options  exercisable  for ADSs  granted  and  outstanding  under  the Plan as of
November  8,  2005.

In accordance  with the  provisions of Rule 462 under the  Securities  Act, this
registration statement will become effective upon filing with the Securities and
Exchange Commission.


                                       2
<PAGE>
                                EXPLANATORY NOTE

References to the "Company" and the "Registrant"  mean WPP Group plc, an English
public limited company.


                                       3
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in The WPP  Executive  Stock Option Plan
(the  "Plan"),  as  specified by Rule  428(b)(1)  under the  Securities  Act. In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "Commission"),  such documents are not required to be filed with
the Commission as part of this Registration  Statement.  These documents and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Registration Statement,  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 documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(a) or
additional information about the Plan is available without charge by contacting:

Andrea Harris, Esq.
Group Chief Counsel
WPP Group plc
27 Farm Street
London W1J 5RJ England
011-44-20-7408-2204


                                       4
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  previously filed with the Commission by the Registrant
are incorporated by reference in this Registration Statement:

               (a)  Annual  Report on Form 20-F for the year ended  December 31,
                    2004.

               (b)  Not applicable.

               (c)  Report  on Form  6-K  filed  on  November  10,  2005,  which
                    includes a description of the Registrant's share capital and
                    American  Depositary  Shares,  representing the Registrant's
                    ordinary shares.


All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement that  indicates that all securities  offered hereby have
been sold or that deregisters all securities  remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of 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  that also is  deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  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

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 136 of the Registrant's Articles of Association provides:

     "Except to the extent prohibited or restricted by the Statutes, but without
prejudice to any indemnity to which a director or other officer may otherwise be
entitled,  every director or other officer (excluding an auditor) of the Company
may be  indemnified  out of the assets of the Company  against  all  liabilities
incurred by him in the actual or purported  execution or discharge of his duties
or the exercise or purported  exercise of his powers or otherwise in relation to
or in connection with his duties, powers or office."

     Section  310 of the  U.K.  Companies  Act  1985 (as  amended)  provides  as
follows:

         "310. PROVISIONS EXEMPTING OFFICERS AND AUDITORS FROM LIABILITY

     (1) This section applies to any provision, whether contained in a company's
articles or in any contract  with the company or  otherwise,  for  exempting any
officer of the company or any person (whether an officer or not) employed by the
company as auditor from, or  indemnifying  him against,  any liability  which by
virtue  of any rule of law  would  otherwise  attach  to him in  respect  of any
negligence, default, breach of duty or breach of trust of which he may be guilty
in relation to the company.


                                      II-1
<PAGE>
     (2) Except as provided by the following  subsection,  any such provision is
void.

     (3) This section does not prevent a company

          (a)  from  purchasing and  maintaining for any such officer or auditor
               insurance against any such liability, or

          (b)  from  indemnifying  any  such  officer  or  auditor  against  any
               liability incurred by him

               (i)  in defending any proceedings  (whether civil or criminal) in
                    which judgment is given in his favour or he is acquitted, or

               (ii) in connection with any  application  under section 144(3) or
                    (4)  (acquisition of shares by innocent  nominee) or section
                    727  (general  power to grant  relief in case of honest  and
                    reasonable conduct) in which relief is granted to him by the
                    court."

Section 727 of the U.K. Companies Act 1985 (as amended) provides as follows:

             "727. POWER OF COURT TO GRANT RELIEF IN CERTAIN CASES:

     (1) If in any proceedings for negligence, default, breach of duty or breach
of trust  against an officer of a company or a person  employed  by a company as
auditor  (whether  he is or is not an officer of the  company) it appears to the
court  hearing  the case  that  that  officer  or  person is or may be liable in
respect to the negligence,  default, breach of duty or breach of trust, but that
he has  acted  honestly  and  reasonably,  and  that  having  regard  to all the
circumstances  of the case (including  those connected with his  appointment) he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust,  that  court may  relieve  him,  either  wholly  or  partly,  from his
liability on such terms as it thinks fit.

     (2) If any  such  officer  or  person  as  above-mentioned  has  reason  to
apprehend  that any claim  will or might be made  against  him in respect of any
negligence,  default,  breach of duty or  breach  of trust,  he may apply to the
court for relief; and the court on the application has the same power to relieve
him as under this  section it would have had if it had been a court before which
proceedings  against  that  person for  negligence,  default,  breach of duty or
breach of trust had been brought.

     (3) Where a case to which  subsection (1) applies is being tried by a judge
with a jury, the judge, after hearing the evidence, may, if he is satisfied that
the defendant or defender  ought in pursuance of that  subsection to be relieved
either in whole or in part from the liability sought to be enforced against him,
withdraw  the  case in whole or in part  from  the  jury  and  forthwith  direct
judgment to be entered for the  defendant  or defender on such terms as to costs
or otherwise as the judge may think proper."

The  Registrant  maintains  directors'  and officers'  insurance  coverage that,
subject to policy terms and limitations,  will include coverage to reimburse the
Registrant  for  amounts  that it may be  required  or  permitted  by law to pay
directors or officers of Registrant.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable

ITEM 8. EXHIBITS

Exhibit No.   Description
      4.1     Memorandum and Articles of Association of WPP Group plc
              (incorporated herein by reference to Exhibit 1 of the Registrant's
              Report on Form 6-K filed with the Securities and Exchange
              Commission on November 10, 2005 (File No. 0-16350)).


                                      II-2
<PAGE>
     4.2      Deposit Agreement, dated as of October 27, 2005, among WPP 2005
              plc, Citibank, N.A., as Depositary, and all holders and beneficial
              owners from time to time of American Depositary Receipts issued
              thereunder (incorporated herein by reference to Exhibit 3(a) of
              the Registrant's Registration Statement on Form F-6 filed with the
              Securities and Exchange Commission on October 21, 2005 (File No.
              129170)).
     4.3      Form of American Depositary Receipt (incorporated herein by
              reference to prospectus filed pursuant to Rule 424(b)(3) to the
              Registrant's Registration Statement on Form F-6 filed with the
              Securities and Exchange Commission on October 27, 2005 (File No.
              129170)).
     5.1      Opinion of Allen & Overy LLP regarding the validity of the
              securities to be registered.*
    23.1      Consent of Deloitte & Touche LLP.*
    23.2      Consent of Allen & Overy LLP (included in the opinion filed
              Exhibit 5.1).
    24        Powers of Attorney (included on signature page).*

*  Filed herewith

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 of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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;

          (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 with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant'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 therein,  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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  pursuant  to the  provisions  described  in Item 6  above,  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


                                      II-3
<PAGE>
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 of whether or not
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.


                                      II-4
<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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York on  November  16,
2005.

                                        WPP Group plc


                                        /s/ Paul Winston George Richardson
                                        ----------------------------------
                                        By: Paul Winston George Richardson
                                        Title: Finance Director



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below hereby severally constitutes and appoints Paul W. G. Richardson his or her
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) to this registration  statement and all documents  relating thereto,
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 and agents, each acting alone full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and agent, or his or her substitute,  may lawfully do or cause
to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement on Form S-8 has been signed by the following  persons in
their capacities on November 16, 2005.


<TABLE>
<S>                                                            <C>
Signature                                                      Title
---------                                                      -----


                                                               Chairman (non-executive) of the Board of Directors
------------------------------------------------
Philip Lader


/s/ Sir Martin Stuart Sorrell                                  Group Chief Executive Officer
------------------------------------------------
Sir Martin Stuart Sorrell


/s/ Paul Winston George Richardson                             Finance Director (Principal Financial Officer, Principal
------------------------------------------------               Accounting Officer and Director)
Paul Winston George Richardson


/s/ Howard Paster                                              Executive Director
------------------------------------------------
Howard Paster
</TABLE>


                                      II-5
<PAGE>
<TABLE>
<S>                                                            <C>
Signature                                                      Title
---------                                                      -----


/s/ Mark Julian Read                                           Strategy Director
------------------------------------------------
Mark Julian Read


------------------------------------------------               Non-Executive Director
Esther Dyson


------------------------------------------------               Non-Executive Director
Orit Gadiesh


/s/ David Herman Komansky                                      Non-Executive Director
------------------------------------------------
David Herman Komansky


/s/ Christopher Alasdhair Anthony Ewan Mackenzie               Non-Executive Director
------------------------------------------------
Christopher Alasdhair Anthony Ewan Mackenzie


/s/ Stanley Wilbur Morten                                      Non-Executive Director
------------------------------------------------
Stanley Wilbur Morten


/s/ Koichiro Naganuma                                          Non-Executive Director
------------------------------------------------
Koichiro Naganuma


------------------------------------------------               Non-Executive Director
Lubna Suliman Olayan


/s/ John Anthony Quelch                                        Non-Executive Director
------------------------------------------------
John Anthony Quelch


/s/ Jeffrey Allen Rosen                                        Non-Executive Director
------------------------------------------------
Jeffrey Allen Rosen


/s/ Paul Spencer                                               Non-Executive Director
------------------------------------------------
Paul Spencer


/s/ Colin Richard Day                                          Non-Executive Director
------------------------------------------------
Colin Richard Day


/s/ Paul Winston George Richardson                             Authorized Representative in the United States
------------------------------------------------
Paul Winston George Richardson
</TABLE>


                                      II-6
<PAGE>
                               Index to Exhibits

Exhibit No.   Description
     5.1      Opinion of Allen & Overy LLP regarding validity of securities
              being registered.
    23.1      Consent of Deloitte & Touche LLP.
    23.2      Consent of Allen & Overy LLP (included in the opinion filed as
              Exhibit 5.1).
    24        Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "wpp_s8-111105.txt", "description": "WPP GROUP PLC 111105", "secsgml_size_bytes": 24337}]
{"company-data": {"conformed-name": "WPP GROUP PLC", "cik": "0000806968", "assigned-sic": "7311", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129733", "film-number": "051208636"}, "business-address": {"street1": "27 FARM ST", "street2": "WIJ 5RJ", "city": "LONDON ENGLAND", "phone": "011442074082204"}, "mail-address": {"street1": "27 FARM ST", "street2": "WIJ 5RJ", "city": "LONDON ENGLAND"}}
As filed with the Securities and Exchange Commission on November 16, 2005
                                                Registration No. ____________

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       -----------------------------------
                                  WPP GROUP PLC
             (Exact name of registrant as specified in its charter)
ENGLAND AND WALES                                                      98-0110868
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)
27 FARM STREET
                             LONDON W1J 5RJ ENGLAND
                               011-44-20-7408-2204
                    (Address of principal executive offices)

                       THE WPP EXECUTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                               ANDREA HARRIS, ESQ.
                               GROUP CHIEF COUNSEL
                                 27 FARM STREET
                             LONDON W1J 5RJ ENGLAND
                     (Name and address of agent for service)

                               011-44-20-7408-2204
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               CURT C. MYERS, ESQ.
                               DAVIS & GILBERT LLP
                                  1740 BROADWAY
                              NEW YORK, N.Y. 10019
                                 (212) 468-4800
                     ---------------------------------------
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
       Title of securities to be registered         |  Amount to be  |   Proposed    | Proposed maximum  |   Amount of
                                                    |   registered   |    maximum    |     aggregate     | registration
                                                    |                |offering price |  offering price   |     fee
                                                    |                |  per share    |                   |
-----------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable to the Registrant's        |  1,031,230     |     (3)       | $10,902,775.75(4) |  $1,283.26
Depositary to support American Depositary Shares    |                |               |                   |
("ADSs") issuable upon exercise of outstanding      |                |               |                   |
options granted under the Registrant's Executive    |                |               |                   |
Stock Option Plan (the "Plan") (1) (2)              |                |               |                   |
-----------------------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate  amount of additional  Ordinary Shares that may be
necessary to adjust the number of Ordinary Shares underlying the ADSs subject to
issuance  pursuant  to the Plan as a result of any  future  stock  split,  stock
dividend or similar transaction with respect to Ordinary Shares.
(2) ADSs issuable upon deposit of Ordinary Shares have been  registered  under a
separate  registration  statement  on Form F-6 (File No.  333-129170).  Each ADS
represents five Ordinary Shares.
(3) The exercise prices payable for the Ordinary Shares underlying ADSs issuable
upon  exercise of  outstanding  options  granted  under the Plan are as follows:
$10.48 (32,620 shares),  $10.85 (92,195 shares); $11.40 (209,350 shares), $11.15
(83,000 shares), $10.36 (48,260 shares) and $10.16 (565,805 shares).

(4) The proposed maximum offering price is the sum of the exercise prices of the
options  exercisable  for ADSs  granted  and  outstanding  under  the Plan as of
November  8,  2005.

In accordance  with the  provisions of Rule 462 under the  Securities  Act, this
registration statement will become effective upon filing with the Securities and
Exchange Commission.

                                       2
EXPLANATORY NOTE

References to the "Company" and the "Registrant"  mean WPP Group plc, an English
public limited company.

                                       3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in The WPP  Executive  Stock Option Plan
(the  "Plan"),  as  specified by Rule  428(b)(1)  under the  Securities  Act. In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "Commission"),  such documents are not required to be filed with
the Commission as part of this Registration  Statement.  These documents and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Registration Statement,  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 documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(a) or
additional information about the Plan is available without charge by contacting:

Andrea Harris, Esq.
Group Chief Counsel
WPP Group plc
27 Farm Street
London W1J 5RJ England
011-44-20-7408-2204

                                       4
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  previously filed with the Commission by the Registrant
are incorporated by reference in this Registration Statement:

               (a)  Annual  Report on Form 20-F for the year ended  December 31,
                    2004.

               (b)  Not applicable.

               (c)  Report  on Form  6-K  filed  on  November  10,  2005,  which
                    includes a description of the Registrant's share capital and
                    American  Depositary  Shares,  representing the Registrant's
                    ordinary shares.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement that  indicates that all securities  offered hereby have
been sold or that deregisters all securities  remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of 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  that also is  deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  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

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 136 of the Registrant's Articles of Association provides:

     "Except to the extent prohibited or restricted by the Statutes, but without
prejudice to any indemnity to which a director or other officer may otherwise be
entitled,  every director or other officer (excluding an auditor) of the Company
may be  indemnified  out of the assets of the Company  against  all  liabilities
incurred by him in the actual or purported  execution or discharge of his duties
or the exercise or purported  exercise of his powers or otherwise in relation to
or in connection with his duties, powers or office."

     Section  310 of the  U.K.  Companies  Act  1985 (as  amended)  provides  as
follows:

         "310. PROVISIONS EXEMPTING OFFICERS AND AUDITORS FROM LIABILITY

     (1) This section applies to any provision, whether contained in a company's
articles or in any contract  with the company or  otherwise,  for  exempting any
officer of the company or any person (whether an officer or not) employed by the
company as auditor from, or  indemnifying  him against,  any liability  which by
virtue  of any rule of law  would  otherwise  attach  to him in  respect  of any
negligence, default, breach of duty or breach of trust of which he may be guilty
in relation to the company.

                                      II-1
(2) Except as provided by the following  subsection,  any such provision is
void.

     (3) This section does not prevent a company

          (a)  from  purchasing and  maintaining for any such officer or auditor
               insurance against any such liability, or

          (b)  from  indemnifying  any  such  officer  or  auditor  against  any
               liability incurred by him

               (i)  in defending any proceedings  (whether civil or criminal) in
                    which judgment is given in his favour or he is acquitted, or

               (ii) in connection with any  application  under section 144(3) or
                    (4)  (acquisition of shares by innocent  nominee) or section
                    727  (general  power to grant  relief in case of honest  and
                    reasonable conduct) in which relief is granted to him by the
                    court."

Section 727 of the U.K. Companies Act 1985 (as amended) provides as follows:

             "727. POWER OF COURT TO GRANT RELIEF IN CERTAIN CASES:

     (1) If in any proceedings for negligence, default, breach of duty or breach
of trust  against an officer of a company or a person  employed  by a company as
auditor  (whether  he is or is not an officer of the  company) it appears to the
court  hearing  the case  that  that  officer  or  person is or may be liable in
respect to the negligence,  default, breach of duty or breach of trust, but that
he has  acted  honestly  and  reasonably,  and  that  having  regard  to all the
circumstances  of the case (including  those connected with his  appointment) he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust,  that  court may  relieve  him,  either  wholly  or  partly,  from his
liability on such terms as it thinks fit.

     (2) If any  such  officer  or  person  as  above-mentioned  has  reason  to
apprehend  that any claim  will or might be made  against  him in respect of any
negligence,  default,  breach of duty or  breach  of trust,  he may apply to the
court for relief; and the court on the application has the same power to relieve
him as under this  section it would have had if it had been a court before which
proceedings  against  that  person for  negligence,  default,  breach of duty or
breach of trust had been brought.

     (3) Where a case to which  subsection (1) applies is being tried by a judge
with a jury, the judge, after hearing the evidence, may, if he is satisfied that
the defendant or defender  ought in pursuance of that  subsection to be relieved
either in whole or in part from the liability sought to be enforced against him,
withdraw  the  case in whole or in part  from  the  jury  and  forthwith  direct
judgment to be entered for the  defendant  or defender on such terms as to costs
or otherwise as the judge may think proper."

The  Registrant  maintains  directors'  and officers'  insurance  coverage that,
subject to policy terms and limitations,  will include coverage to reimburse the
Registrant  for  amounts  that it may be  required  or  permitted  by law to pay
directors or officers of Registrant.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable

ITEM 8. EXHIBITS

Exhibit No.   Description
      4.1     Memorandum and Articles of Association of WPP Group plc
              (incorporated herein by reference to Exhibit 1 of the Registrant's
              Report on Form 6-K filed with the Securities and Exchange
              Commission on November 10, 2005 (File No. 0-16350)).

                                      II-2
4.2      Deposit Agreement, dated as of October 27, 2005, among WPP 2005
              plc, Citibank, N.A., as Depositary, and all holders and beneficial
              owners from time to time of American Depositary Receipts issued
              thereunder (incorporated herein by reference to Exhibit 3(a) of
              the Registrant's Registration Statement on Form F-6 filed with the
              Securities and Exchange Commission on October 21, 2005 (File No.
              129170)).
     4.3      Form of American Depositary Receipt (incorporated herein by
              reference to prospectus filed pursuant to Rule 424(b)(3) to the
              Registrant's Registration Statement on Form F-6 filed with the
              Securities and Exchange Commission on October 27, 2005 (File No.
              129170)).
     5.1      Opinion of Allen & Overy LLP regarding the validity of the
              securities to be registered.*
    23.1      Consent of Deloitte & Touche LLP.*
    23.2      Consent of Allen & Overy LLP (included in the opinion filed
              Exhibit 5.1).
    24        Powers of Attorney (included on signature page).*

*  Filed herewith

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 of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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;

          (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 with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant'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 therein,  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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  pursuant  to the  provisions  described  in Item 6  above,  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

                                      II-3
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 of whether or not
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.

                                      II-4
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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York on  November  16,
2005.

                                        WPP Group plc

                                        /s/ Paul Winston George Richardson
                                        ----------------------------------
                                        By: Paul Winston George Richardson
                                        Title: Finance Director

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below hereby severally constitutes and appoints Paul W. G. Richardson his or her
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) to this registration  statement and all documents  relating thereto,
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 and agents, each acting alone full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and agent, or his or her substitute,  may lawfully do or cause
to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement on Form S-8 has been signed by the following  persons in
their capacities on November 16, 2005.
Signature                                                      Title
---------                                                      -----

                                                               Chairman (non-executive) of the Board of Directors
------------------------------------------------
Philip Lader

/s/ Sir Martin Stuart Sorrell                                  Group Chief Executive Officer
------------------------------------------------
Sir Martin Stuart Sorrell

/s/ Paul Winston George Richardson                             Finance Director (Principal Financial Officer, Principal
------------------------------------------------               Accounting Officer and Director)
Paul Winston George Richardson

/s/ Howard Paster                                              Executive Director
------------------------------------------------
Howard Paster
II-5
Signature                                                      Title
---------                                                      -----

/s/ Mark Julian Read                                           Strategy Director
------------------------------------------------
Mark Julian Read

------------------------------------------------               Non-Executive Director
Esther Dyson

------------------------------------------------               Non-Executive Director
Orit Gadiesh

/s/ David Herman Komansky                                      Non-Executive Director
------------------------------------------------
David Herman Komansky

/s/ Christopher Alasdhair Anthony Ewan Mackenzie               Non-Executive Director
------------------------------------------------
Christopher Alasdhair Anthony Ewan Mackenzie

/s/ Stanley Wilbur Morten                                      Non-Executive Director
------------------------------------------------
Stanley Wilbur Morten

/s/ Koichiro Naganuma                                          Non-Executive Director
------------------------------------------------
Koichiro Naganuma

------------------------------------------------               Non-Executive Director
Lubna Suliman Olayan

/s/ John Anthony Quelch                                        Non-Executive Director
------------------------------------------------
John Anthony Quelch

/s/ Jeffrey Allen Rosen                                        Non-Executive Director
------------------------------------------------
Jeffrey Allen Rosen

/s/ Paul Spencer                                               Non-Executive Director
------------------------------------------------
Paul Spencer

/s/ Colin Richard Day                                          Non-Executive Director
------------------------------------------------
Colin Richard Day

/s/ Paul Winston George Richardson                             Authorized Representative in the United States
------------------------------------------------
Paul Winston George Richardson
II-6
Index to Exhibits

Exhibit No.   Description
     5.1      Opinion of Allen & Overy LLP regarding validity of securities
              being registered.
    23.1      Consent of Deloitte & Touche LLP.
    23.2      Consent of Allen & Overy LLP (included in the opinion filed as
              Exhibit 5.1).
    24        Powers of Attorney (included on signature page).