As filed with the Securities and Exchange Commission on August 1, 2007
                                               Registration No.  333-
                                                                     -----------
================================================================================


                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                                                                 NONE
(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 registrant's principal executive offices)

                 24/7 REAL MEDIA, INC. 2002 STOCK INCENTIVE PLAN
                   24/7 MEDIA, INC. 1998 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                               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 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, nominal value 10p each (1)(2)      | 2,626,650(3)   |   $14.19(4)   |  $37,272,163.50   | $ 1,144.26
-----------------------------------------------------------------------------------------------------------------------
Ordinary shares, nominal value 10p each (1)(2)      | 2,195,994(5)   |   $ 7.79(6)   |  $17,106,793.26   | $   525.18
-----------------------------------------------------------------------------------------------------------------------
Ordinary shares, nominal value 10p each (1)(2)      |     1,594(7)   |   $ 7.04(8)   |     $ 11,221.76   | $     0.34
-----------------------------------------------------------------------------------------------------------------------
     Total                                          |                |               |                   |  $1,669.78
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

(1)  The  ordinary   shares  being   registered   hereby  are  issuable  to  the
     Registrant's  Depositary to support  American  Depositary  Shares  ("ADSs")
     issuable  upon  lapse of  restrictions  on  restricted  ADS awards and upon
     exercise of options.  Each ADS represents 5 ordinary shares. The ADSs, some
     of which are  evidenced  by American  Depositary  Receipts,  issuable  upon
     deposit  of the  ordinary  shares  have been  registered  under a  separate
     registration statement on Form F-6 (File No. 333-5906).
(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of additional ordinary shares
     that may be  necessary to adjust the number of ordinary  shares  subject to
     issuance  pursuant  to the 2002 Plan and the 24/7  Media,  Inc.  1998 Stock
     Incentive  Plan (the "1998  Plan") as a result of any future  stock  split,
     stock dividend or similar transaction with respect to ordinary shares.
(3)  Represents  the total  number of ordinary  shares  currently  reserved  for
     issuance upon the lapse of  restrictions  on restricted  ADS awards granted
     under the 24/7 Real  Media,  Inc.  2002  Stock  Incentive  Plan (the  "2002
     Plan").  No  additional  restricted  ADS awards will be granted  under such
     plan.
(4)  Estimated  solely for purposes of calculating the filing fee. Such estimate
     has been  calculated  based on one fifth of the average of the high and low
     prices of the ADSs  representing the ordinary shares issuable upon lapse of
     restrictions  on the  restricted  ADS  awards on the NASDAQ  Global  Select
     Market on July 27, 2007.
(5)  Represents  the total  number of ordinary  shares  currently  reserved  for
     issuance  upon the  exercise  of options  granted  under the 2002 Plan.  No
     additional options will be granted under such plan.
(6)  Estimated  solely for purposes of calculating the filing fee. The price per
     share is  calculated  on the  basis of one  fifth of the  weighted  average
     exercise price of the ADSs  representing  the ordinary shares issuable upon
     exercise of the options.
(7)  Represents  the total  number of ordinary  shares  currently  reserved  for
     issuance  upon the  exercise  of options  granted  under the 1998 Plan.  No
     additional options will be granted under such plan.
(8)  Estimated  solely for purposes of calculating the filing fee. The price per
     share is  calculated  on the  basis of one  fifth of the  weighted  average
     exercise price of the ADSs  representing  the ordinary shares issuable upon
     exercise of the options.


                                      -ii-
<PAGE>
                                EXPLANATORY NOTE

References to the "Company" and the "Registrant"  mean WPP Group plc, an English
public  limited  company.  References  to "24/7" mean 24/7 Real Media,  Inc.,  a
Delaware corporation.  References to "TS Transaction" mean TS Transaction, Inc.,
a  Delaware   corporation  and  an  indirect  wholly  owned  subsidiary  of  the
Registrant.

Under an Agreement  and Plan of Merger dated as of May 17, 2007,  and amended as
of July 12, 2007, by and among the  Registrant,  TS Transaction and 24/7: (1) TS
Transaction  effected a tender offer (the  "Offer")  for all of the  outstanding
shares of  common  stock,  par value  $0.01 per  share,  of 24/7  ("24/7  Common
Stock"), (2) following the successful  completion of the Offer, 24/7 merged with
and into TS  Transaction  (the  "Merger"),  with 24/7  surviving  as an indirect
wholly-owned subsidiary of the Registrant, and (3) with certain exceptions, each
share of 24/7 Common Stock that was not  tendered  and accepted  pursuant to the
Offer was canceled in exchange for the right to receive $11.75 in cash.

As of July 12, 2007,  the effective time of the Merger (the  "Effective  Time"),
all options to purchase  shares of 24/7 Common Stock ("24/7  Options") that were
then outstanding under any option or equity based compensation plan or agreement
of 24/7 and  unexercised  ceased to  represent  a right to acquire  24/7  Common
Stock. Each 24/7 Option that was vested, exercisable and outstanding immediately
prior to the Effective  Time was canceled,  and the  Registrant  paid, or caused
24/7 to pay,  each  holder  of any such 24/7  Option an amount in cash  (without
interest)  determined by multiplying (1) the excess, if any, of $11.75 per share
of 24/7 Common Stock over the  applicable  exercise price of such 24/7 Option by
(2) the number of shares of 24/7 Common Stock such holder  could have  purchased
had such  holder  exercised  such  option in full by payment  of the  applicable
exercise price in cash  immediately  prior to the Effective  Time.  24/7 Options
that were  outstanding  but not vested at the Effective Time were converted into
options  to acquire a number of  American  Depositary  Shares of the  Registrant
(each an "ADS")  equal to (1) the  product  of (A) the  number of shares of 24/7
Common Stock subject to such 24/7 Option on the date of the  Effective  Time and
(B) $11.75, divided by (2) the volume weighted average price of an ADS on NASDAQ
for the 10 trading days  immediately  preceding  the date on which the Effective
Time occurred (the "VWAP");  provided that fractional shares resulting from such
multiplication  were rounded down to the nearest whole number of ADSs.  From and
after the Effective Time, the exercise price per ADS under each such 24/7 Option
is equal to (1) the exercise  price per share of 24/7 Common Stock at which such
24/7 Option was exercisable  immediately prior to the Effective Time, divided by
(2) the quotient obtained by dividing (A) $11.75 by (B) the VWAP;  provided that
such exercise price is rounded up to the nearest whole cent. Each ADS represents
five  ordinary  shares,  nominal value 10p each,  of the  Registrant  ("Ordinary
Shares").

Effective as of the Effective Time, each award of a right to receive (subject to
and conditioned upon the lapsing of restrictions  established in accordance with
the 24/7 Real Media,  Inc. 2002 Stock  Incentive Plan (the "2002 Plan")) a share
of 24/7 Common Stock ("24/7 Restricted Stock Award") held by a participant under
the 2002 Plan, was converted  automatically  into an award of a right to receive
(subject to and  conditioned  upon the lapsing of  restrictions  established  in
accordance with the 2002 Plan) a number of ADSs (a "Restricted ADS Award") equal
to (1) the  product of (A) the number of shares of 24/7  Common  Stock  issuable
upon  lapse of the  restrictions  on such 24/7  Restricted  Stock  Award and (B)
$11.75,  divided by (2) the VWAP (rounded  down to the nearest  whole ADS).  The
ADSs  underlying  each  Restricted  ADS Award  are  issuable  upon  lapse of the
restrictions on such award.

This Registration  Statement relates to 4,824,238 Ordinary Shares represented by
ADSs to be issued in the future upon the lapse of restrictions on Restricted ADS
Awards  outstanding under the 2002 Plan and the exercise of options  outstanding
under the 2002 Plan and the 24/7  Media,  Inc.  1998 Stock  Incentive  Plan (the
"1998 Plan").


                                     -iii-
<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  2002  Plan  and the  1998  Plan
(collectively, the "Plans"), 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  participants in the Plans pursuant to Rule
428(b) or additional  information about the Plans 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


                                      II-1
<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:

     o    Annual Report on Form 20-F for the year ended December 31, 2006.
     o    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

The validity under English law of the Ordinary Shares of the Registrant  offered
hereby has been passed upon by Allen & Overy LLP.

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.

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


                                      II-2
<PAGE>
     (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


                                      II-3
<PAGE>
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.
                   000-16350)).
   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. 333-129170)).
   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. 333-129170)).
   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 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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this


                                      II-4
<PAGE>
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.

     (h) 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 Securities
and  Exchange  Commission,  such  indemnification  is against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
or not such  indemnification  by it is against public policy as expressed in the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                      II-5
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement 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 August 1, 2007.

                                        WPP Group plc





                                        /s/ Paul W. G. Richardson
                                        -------------------------
                                        By: Paul W. G. Richardson
                                        Title: Group Financial 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, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below as of August 1, 2007.
<TABLE>
<S>                                             <C>
         Signature                              Title
         ---------                              -----


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


/s/ Martin Sorrell                              Group Chief Executive (Principal Executive Officer and Director)
------------------
Sir Martin Sorrell

/s/ Paul W.G. Richardson                        Group Finance Director (Principal Financial Officer and Director) and Authorized
------------------------                        Representative in the United States
Paul W.G. Richardson

/s/ David Barker                                Group Finance Controller (Controller)
----------------
David Barker
</TABLE>


                                      II-6
<PAGE>
<TABLE>
<S>                                             <C>
/s/ Mark Read                                   Executive Director
-------------
Mark Read

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

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

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

/s/ David H. Komansky                           Non-Executive Director
---------------------
David H. Komansky

                                                Non-Executive Director
---------------------
Christopher Mackenzie

/s/ Stanley W. Morten                           Non-Executive Director
---------------------
Stanley W. Morten

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

/s/ Lubna Olayan                                Non-Executive Director
----------------
Lubna Olayan

/s/ John Quelch                                 Non-Executive Director
---------------
John Quelch
</TABLE>

                                      II-7
<PAGE>
<TABLE>
<S>                                             <C>
                                                Non-Executive Director
---------------------
Jeffrey A. Rosen

                                                Non-Executive Director
---------------------
Paul Spencer
</TABLE>


                                      II-8
<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_s8-080107.txt", "description": "WPP GROUP PLC 080107", "secsgml_size_bytes": 30054}]
{"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": "333-145041", "film-number": "071016923"}, "business-address": {"street1": "27 FARM ST", "city": "LONDON", "state": "X0", "zip": "WIJ 5RJ", "phone": "011442074082204"}, "mail-address": {"street1": "27 FARM ST", "city": "LONDON", "state": "X0", "zip": "WIJ 5RJ"}}
As filed with the Securities and Exchange Commission on August 1, 2007
                                               Registration No.  333-
                                                                     -----------
================================================================================

                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                                                                 NONE
(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 registrant's principal executive offices)

                 24/7 REAL MEDIA, INC. 2002 STOCK INCENTIVE PLAN
                   24/7 MEDIA, INC. 1998 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                               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 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, nominal value 10p each (1)(2)      | 2,626,650(3)   |   $14.19(4)   |  $37,272,163.50   | $ 1,144.26
-----------------------------------------------------------------------------------------------------------------------
Ordinary shares, nominal value 10p each (1)(2)      | 2,195,994(5)   |   $ 7.79(6)   |  $17,106,793.26   | $   525.18
-----------------------------------------------------------------------------------------------------------------------
Ordinary shares, nominal value 10p each (1)(2)      |     1,594(7)   |   $ 7.04(8)   |     $ 11,221.76   | $     0.34
-----------------------------------------------------------------------------------------------------------------------
     Total                                          |                |               |                   |  $1,669.78
-----------------------------------------------------------------------------------------------------------------------
(1)  The  ordinary   shares  being   registered   hereby  are  issuable  to  the
     Registrant's  Depositary to support  American  Depositary  Shares  ("ADSs")
     issuable  upon  lapse of  restrictions  on  restricted  ADS awards and upon
     exercise of options.  Each ADS represents 5 ordinary shares. The ADSs, some
     of which are  evidenced  by American  Depositary  Receipts,  issuable  upon
     deposit  of the  ordinary  shares  have been  registered  under a  separate
     registration statement on Form F-6 (File No. 333-5906).
(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of additional ordinary shares
     that may be  necessary to adjust the number of ordinary  shares  subject to
     issuance  pursuant  to the 2002 Plan and the 24/7  Media,  Inc.  1998 Stock
     Incentive  Plan (the "1998  Plan") as a result of any future  stock  split,
     stock dividend or similar transaction with respect to ordinary shares.
(3)  Represents  the total  number of ordinary  shares  currently  reserved  for
     issuance upon the lapse of  restrictions  on restricted  ADS awards granted
     under the 24/7 Real  Media,  Inc.  2002  Stock  Incentive  Plan (the  "2002
     Plan").  No  additional  restricted  ADS awards will be granted  under such
     plan.
(4)  Estimated  solely for purposes of calculating the filing fee. Such estimate
     has been  calculated  based on one fifth of the average of the high and low
     prices of the ADSs  representing the ordinary shares issuable upon lapse of
     restrictions  on the  restricted  ADS  awards on the NASDAQ  Global  Select
     Market on July 27, 2007.
(5)  Represents  the total  number of ordinary  shares  currently  reserved  for
     issuance  upon the  exercise  of options  granted  under the 2002 Plan.  No
     additional options will be granted under such plan.
(6)  Estimated  solely for purposes of calculating the filing fee. The price per
     share is  calculated  on the  basis of one  fifth of the  weighted  average
     exercise price of the ADSs  representing  the ordinary shares issuable upon
     exercise of the options.
(7)  Represents  the total  number of ordinary  shares  currently  reserved  for
     issuance  upon the  exercise  of options  granted  under the 1998 Plan.  No
     additional options will be granted under such plan.
(8)  Estimated  solely for purposes of calculating the filing fee. The price per
     share is  calculated  on the  basis of one  fifth of the  weighted  average
     exercise price of the ADSs  representing  the ordinary shares issuable upon
     exercise of the options.

                                      -ii-
EXPLANATORY NOTE

References to the "Company" and the "Registrant"  mean WPP Group plc, an English
public  limited  company.  References  to "24/7" mean 24/7 Real Media,  Inc.,  a
Delaware corporation.  References to "TS Transaction" mean TS Transaction, Inc.,
a  Delaware   corporation  and  an  indirect  wholly  owned  subsidiary  of  the
Registrant.

Under an Agreement  and Plan of Merger dated as of May 17, 2007,  and amended as
of July 12, 2007, by and among the  Registrant,  TS Transaction and 24/7: (1) TS
Transaction  effected a tender offer (the  "Offer")  for all of the  outstanding
shares of  common  stock,  par value  $0.01 per  share,  of 24/7  ("24/7  Common
Stock"), (2) following the successful  completion of the Offer, 24/7 merged with
and into TS  Transaction  (the  "Merger"),  with 24/7  surviving  as an indirect
wholly-owned subsidiary of the Registrant, and (3) with certain exceptions, each
share of 24/7 Common Stock that was not  tendered  and accepted  pursuant to the
Offer was canceled in exchange for the right to receive $11.75 in cash.

As of July 12, 2007,  the effective time of the Merger (the  "Effective  Time"),
all options to purchase  shares of 24/7 Common Stock ("24/7  Options") that were
then outstanding under any option or equity based compensation plan or agreement
of 24/7 and  unexercised  ceased to  represent  a right to acquire  24/7  Common
Stock. Each 24/7 Option that was vested, exercisable and outstanding immediately
prior to the Effective  Time was canceled,  and the  Registrant  paid, or caused
24/7 to pay,  each  holder  of any such 24/7  Option an amount in cash  (without
interest)  determined by multiplying (1) the excess, if any, of $11.75 per share
of 24/7 Common Stock over the  applicable  exercise price of such 24/7 Option by
(2) the number of shares of 24/7 Common Stock such holder  could have  purchased
had such  holder  exercised  such  option in full by payment  of the  applicable
exercise price in cash  immediately  prior to the Effective  Time.  24/7 Options
that were  outstanding  but not vested at the Effective Time were converted into
options  to acquire a number of  American  Depositary  Shares of the  Registrant
(each an "ADS")  equal to (1) the  product  of (A) the  number of shares of 24/7
Common Stock subject to such 24/7 Option on the date of the  Effective  Time and
(B) $11.75, divided by (2) the volume weighted average price of an ADS on NASDAQ
for the 10 trading days  immediately  preceding  the date on which the Effective
Time occurred (the "VWAP");  provided that fractional shares resulting from such
multiplication  were rounded down to the nearest whole number of ADSs.  From and
after the Effective Time, the exercise price per ADS under each such 24/7 Option
is equal to (1) the exercise  price per share of 24/7 Common Stock at which such
24/7 Option was exercisable  immediately prior to the Effective Time, divided by
(2) the quotient obtained by dividing (A) $11.75 by (B) the VWAP;  provided that
such exercise price is rounded up to the nearest whole cent. Each ADS represents
five  ordinary  shares,  nominal value 10p each,  of the  Registrant  ("Ordinary
Shares").

Effective as of the Effective Time, each award of a right to receive (subject to
and conditioned upon the lapsing of restrictions  established in accordance with
the 24/7 Real Media,  Inc. 2002 Stock  Incentive Plan (the "2002 Plan")) a share
of 24/7 Common Stock ("24/7 Restricted Stock Award") held by a participant under
the 2002 Plan, was converted  automatically  into an award of a right to receive
(subject to and  conditioned  upon the lapsing of  restrictions  established  in
accordance with the 2002 Plan) a number of ADSs (a "Restricted ADS Award") equal
to (1) the  product of (A) the number of shares of 24/7  Common  Stock  issuable
upon  lapse of the  restrictions  on such 24/7  Restricted  Stock  Award and (B)
$11.75,  divided by (2) the VWAP (rounded  down to the nearest  whole ADS).  The
ADSs  underlying  each  Restricted  ADS Award  are  issuable  upon  lapse of the
restrictions on such award.

This Registration  Statement relates to 4,824,238 Ordinary Shares represented by
ADSs to be issued in the future upon the lapse of restrictions on Restricted ADS
Awards  outstanding under the 2002 Plan and the exercise of options  outstanding
under the 2002 Plan and the 24/7  Media,  Inc.  1998 Stock  Incentive  Plan (the
"1998 Plan").

                                     -iii-
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  2002  Plan  and the  1998  Plan
(collectively, the "Plans"), 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  participants in the Plans pursuant to Rule
428(b) or additional  information about the Plans 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

                                      II-1
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:

     o    Annual Report on Form 20-F for the year ended December 31, 2006.
     o    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

The validity under English law of the Ordinary Shares of the Registrant  offered
hereby has been passed upon by Allen & Overy LLP.

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.

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

                                      II-2
(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

                                      II-3
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.
                   000-16350)).
   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. 333-129170)).
   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. 333-129170)).
   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 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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this

                                      II-4
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.

     (h) 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 Securities
and  Exchange  Commission,  such  indemnification  is against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
or not such  indemnification  by it is against public policy as expressed in the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement 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 August 1, 2007.

                                        WPP Group plc

                                        /s/ Paul W. G. Richardson
                                        -------------------------
                                        By: Paul W. G. Richardson
                                        Title: Group Financial 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, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below as of August 1, 2007.
Signature                              Title
         ---------                              -----

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

/s/ Martin Sorrell                              Group Chief Executive (Principal Executive Officer and Director)
------------------
Sir Martin Sorrell

/s/ Paul W.G. Richardson                        Group Finance Director (Principal Financial Officer and Director) and Authorized
------------------------                        Representative in the United States
Paul W.G. Richardson

/s/ David Barker                                Group Finance Controller (Controller)
----------------
David Barker
II-6
/s/ Mark Read                                   Executive Director
-------------
Mark Read

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

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

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

/s/ David H. Komansky                           Non-Executive Director
---------------------
David H. Komansky

                                                Non-Executive Director
---------------------
Christopher Mackenzie

/s/ Stanley W. Morten                           Non-Executive Director
---------------------
Stanley W. Morten

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

/s/ Lubna Olayan                                Non-Executive Director
----------------
Lubna Olayan

/s/ John Quelch                                 Non-Executive Director
---------------
John Quelch
II-7
Non-Executive Director
---------------------
Jeffrey A. Rosen

                                                Non-Executive Director
---------------------
Paul Spencer
II-8
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).