As filed with the Securities and Exchange Commission on August 22, 2003
                                                     Registration No. 333-
================================================================================
                       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                (I.R.S. Employer Identification No.)
 of incorporation or organization)

                                 27 Farm Street
                             London W1J 5RJ England
          (Address of principal executive offices, including zip code)

                   J. Walter Thompson Company U.S. Employees'
                    Profit Sharing and Matched Savings Plan
                      Hill and Knowlton, Inc. 401K Matched
                                  Savings Plan
                             Myshare Retirement Plan
            Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan
                            (Full title of the plans)

                                   David Calow
                               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, New York 10019
                                 (212) 468-4800

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
========================================================================================================================
       Title of securities to be registered         Amount to be     Proposed maximum   Proposed maximum     Amount of
                                                    registered(1)     offering price      aggregate        registration
                                                                        per share       offering price         fee
------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>             <C>                 <C>
Ordinary Shares, nominal value 10p each,(2)
issuable under:

J. Walter Thompson Company U.S. Employees'
Profit Sharing and Matched Savings Plan            1,500,000             $9.08(3)        $13,620,000       $1,101.86

Hill and Knowlton, Inc. 401K Matched Savings
Plan                                                 325,000             $9.08(3)         $2,951,000         $238.74

Myshare Retirement Plan                            1,250,000             $9.08(3)        $11,350,000         $918.22

Ogilvy & Mather Profit Sharing Retirement and        600,000             $9.08(3)         $5,448,000         $440.74
401(k) Plan

             Total                                                                                         $2,699.56
------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1)  Includes an indeterminate  amount of additional Ordinary Shares that may be
     necessary  to adjust  the number of  Ordinary  Shares  subject to  issuance
     pursuant to the J. Walter Thompson Company U.S.  Employees'  Profit Sharing
     and Matched Savings Plan, the Hill and Knowlton,  Inc. 401K Matched Savings
     Plan,  the Myshare  Retirement  Plan and the Ogilvy & Mather Profit Sharing
     Retirement and 401(k) Plan  (collectively,  the "Plans") as a result of any
     future stock split,  stock dividend or similar  transaction with respect to
     the  Ordinary  Shares.  In  addition,  pursuant  to Rule  416(c)  under the
     Securities  Act  of  1933,  as  amended  (the   "Securities   Act"),   this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plans.

(2)  American  Depositary Shares of the Registrant ("ADS") evidenced by American
     Depositary  Receipts issuable upon deposit of the Ordinary Shares,  nominal
     value 10p each, of the Registrant  ("Ordinary Shares") have been registered
     under a separate  registration  statement on Form F-6 (File No.  333-5906).
     Each ADS represents five Ordinary Shares.

(3)  Estimated  solely for purposes of calculating  the  registration  fee. Such
     estimate has been  calculated  pursuant to Rule 457(c) based on the average
     of the high and low prices of the Ordinary Shares as reported on The London
     Stock Exchange on August 20, 2003,  translated into U.S.  dollars using the
     Federal  Reserve Bank's Noon Buying Rate for pounds sterling of (pound)1.00
     - $1.5922.


                                       ii
<PAGE>
                                EXPLANATORY NOTE

References to the "Company" and the "Registrant"  mean WPP Group plc, an English
public limited company.  J. Walter Thompson Company, a Delaware corporation that
sponsors the J. Walter  Thompson  Company  U.S.  Employees'  Profit  Sharing and
Matched Savings Plan, is a wholly-owned  subsidiary of the Registrant.  Hill and
Knowlton, Inc., a Delaware corporation that sponsors the Hill and Knowlton, Inc.
401K Matched  Savings Plan,  is a  wholly-owned  subsidiary  of the  Registrant.
MindShare USA, Inc., a Delaware corporation that sponsors the Myshare Retirement
Plan, is a wholly-owned subsidiary of the Registrant.  The Ogilvy Group, Inc., a
New York corporation that sponsors the Ogilvy & Mather Profit Sharing Retirement
and 401(k) Plan, is a wholly-owned subsidiary of the Registrant.


                                       iii
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information *
        ----------------


Item 2. Registrant Information and Employee Plan Annual Information *
        -----------------------------------------------------------

* The  document(s)  containing the  information  specified in Part I of Form S-8
will be sent or given to  participants  in the J. Walter  Thompson  Company U.S.
Employees' Profit Sharing and Matched Savings Plan, the Hill and Knowlton,  Inc.
401K Matched  Savings Plan, the Myshare  Retirement Plan and the Ogilvy & Mather
Profit  Sharing  Retirement  and 401(k) Plan, as applicable  (collectively,  the
"Plans"),  as  required  by Rule  428(b)(1)  under  the  Securities  Act.  These
documents are not required to be filed with the Commission,  but,  together with
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this  Registration  Statement,  constitute  a prospectus
that meets the requirements of Section 10(a) of the Securities Act.


                                      I-1
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
        ---------------------------------------

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

          a)   The  Registrant's  Annual Report on Form 20-F for the fiscal year
               ended December 31, 2002,

          b)   All other  reports  filed by the  Registrant  pursuant to Section
               13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  since
               January 1, 2002,

          c)   The Sections  entitled  "Description of WPP Ordinary  Shares" and
               "Description of WPP American  Depositary Shares" contained in the
               Proxy  Statement/Prospectus,  dated August 25, 2000,  included in
               Amendment  No.  1,  filed  August  25,  2000,  to a  Registration
               Statement  on  Form  F-4  filed  by  the  Registrant   (File  No.
               333-405165).

        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:

"Subject to the Statutes, every director or other officer (excluding an auditor)
of the Company shall be indemnified out of the assets of the Company against all
liabilities incurred by him in actual or purported execution or discharge of his
duty or the exercise or purported exercise of his actual or purported  execution
or discharge of his duty or the exercise or purported  exercise of his powers or
otherwise  in relation to or in  connection  with his duties,  powers or offices
but:

        (a)  this  indemnity  shall not apply to any  liability  to the extent
             that it is recovered from any other person; and

        (b)  the indemnity is subject to such officer taking all  reasonable
             steps to effect such  recovery,  to the intent that the indemnity
             shall  not  apply  where  an  alternative  right of  recovery  is
             available and capable of being enforced."


                                      II-1
<PAGE>
        Section 310 of the U.K. Companies Act 1985 (as amended by Section 147
of the U.K.  Companies Act 2989) applicable to the Registrant,  a public limited
company incorporated under the laws of England and Wales, 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.

        (3) This section does not prevent the 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 favor 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 UK Companies Act 1985 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  any  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 of
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."


                                      II-2
<PAGE>
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 the Registrant.

Item 7. Exemption from Registration Claimed
        -----------------------------------

        Not applicable.

Item 8. Exhibits
        --------

Exhibit No.    Description of Exhibit
-----------    ----------------------

   4.1         Memorandum   and  Articles  of   Association  of  WPP  Group  plc
               (incorporated by reference to Exhibit 1.1 of the Company's Annual
               Report on Form 20-F for the year ended December 31, 2000).

   4.2         Amended and Restated Deposit  Agreement,  dated as of October 24,
               1995, among WPP Group plc, Citibank, N.A., as Depositary, and all
               holders  and  beneficial  owners  from  time to time of  American
               Depositary Receipts issued thereunder  (incorporated by reference
               to Exhibit (a) of the  Registration  Statement  on Form F-6 filed
               with the Commission on October 31, 1996 (File No. 333-5906)).

   4.3         Amendment  No. 1 to Amended and  Restated  Depositary  Agreement,
               dated as of  November  9,  1999,  by and  among  WPP  Group  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 (a)(i) of
               Post-Effective  Amendment No. 1 to the Registration  Statement on
               Form F-6 filed with the  Commission on November 9, 1999 (File No.
               333-5906)).

   4.4         Amendment No. 2 to Amended and Restated Deposit Agreement,  dated
               October  3,  2000,  among  WPP  Group  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 (a)(i) of Amendment
               No. 2 to the  Registration  Statement on Form F-6, filed with the
               Securities  and  Exchange  Commission  on June 30, 2000 (File No.
               333-5906).

   4.5         Amendment No. 3 to Amended and Restated Deposit Agreement,  dated
               May 17, 2002, among WPP Group 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  (a)(i) of Amendment  No. 3 to the
               Registration Statement on Form F-6, filed with the Securities and
               Exchange Commission on April 19, 2002 (File No. 333-5906).

   23.1        Consent of Deloitte & Touche LLP (filed herewith).

   23.2        Consent of Arthur Andersen (omitted).*

   24          Power of Attorney (included on the signature page).

   99.1        Undertaking re submission of the J. Walter Thompson  Company U.S.
               Employees'  Profit Sharing and Matched Savings Plan, the Hill and
               Knowlton,  Inc. 401K Matched Savings Plan, the Myshare Retirement
               Plan and the Ogilvy & Mather Profit Sharing Retirement and 401(k)
               Plan  to  the  Internal   Revenue   Service   (filed   herewith).

------------------
*    The  consent  of  Arthur  Andersen,   the  former   independent   chartered
     accountants for the Registrant as of December 31, 2001 and 2000 and for the
     years then  ended,  could not be obtained  after  reasonable  efforts  and,
     accordingly,  is being omitted  pursuant to Rule 437a under the  Securities
     Act of 1933.  Because Arthur Andersen has not consented to the inclusion or
     incorporation of their report in the registration  statement, it may become
     more difficult for investors to seek remedies  against  Arthur  Andersen in
     connection with any material misstatement or omission that may be contained
     in WPP Group plc's  consolidated  financial  statements  and  schedules for
     periods  covered by their report.  In particular,  and without  limitation,
     investors will not be able to recover against Arthur Andersen under Section
     11 of the  Securities  Act for any  untrue  statement  of a  material  fact
     contained in the  financial  statements  audited by Arthur  Andersen or any
     omission  of a  material  fact  required  to be stated  in those  financial
     statements.


                                      II-3
<PAGE>
Item 9. Undertakings
        ------------

       (a) The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which it offers or sell securities,
       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, as amended (the "Securities Act");

               (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 the Registration Statement; and

               (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 is contained
in periodic  reports filed by the  Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities  offered therein,
       and the offering of  such securities at  that time shall  be deemed to be
       the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
       any of the securities  that  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 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 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of London, England, on August 22, 2003.

                                        WPP GROUP plc


                                        By:  /s/ Paul W.G. Richardson
                                             ------------------------
                                             Name:    Paul W. G. Richardson
                                             Title    Group Finance Director


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that each person whose signature  appears
below hereby  severally  constitutes and appoints Paul W. G. Richardson his true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution,  for  him  and in his  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
attorney-in-fact  and agent 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 might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or his
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
the capacities and on the dates indicated.

Signature                       Title                           Date
---------                       -----                           ----

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


/s/ Sir Martin Sorrell          Group Chief Executive           August 22, 2003
--------------------------      (Principal Executive Officer)
Sir Martin Sorrell


/s/ Paul W.G. Richardson        Group Finance Director          August 22, 2003
--------------------------      (Principal Financial Officer)
Paul W. G. Richardson


/s/ David Barker                Group Financial Controller      August 22, 2003
--------------------------      (Controller)
David Barker


/s/ Beth Axelrod                Executive Director and          August 22, 2003
--------------------------      Authorized Representative in
Beth Axelrod                    the United States



                                      II-5
<PAGE>
/s/ Howard Paster               Executive Director              August 22, 2003
--------------------------
Howard Paster


/s/ Jeremy J.D. Bullmore        Non-Executive Director          August 22, 2003
--------------------------
Jeremy J. D. Bullmore


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


--------------------------      Non-Executive Director
Masao Inagaki


/s/ John B.H. Jackson           Non-Executive Director          August 22, 2003
--------------------------
John B. H. Jackson


--------------------------      Non-Executive Director
Michael Jordan


--------------------------      Non-Executive Director
David Komansky


/s/ Christopher Mackenzie       Non-Executive Director          August 22, 2003
--------------------------
Christopher Mackenzie


/s/ Stanley W. Morten           Non-Executive Director          August 22, 2003
--------------------------
Stanley W. Morten


--------------------------      Non-Executive Director
John A. Quelch


                                      II-6
<PAGE>
J. Walter Thompson  Company U.S.  Employees'  Profit Sharing and Matched Savings
Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Donna Matteo                Director of Benefits            June 25, 2003



Hill and Knowlton, Inc. 401K Matched Savings Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Sharon James Hirsch         Director of Human Resources     June 11, 2003



Myshare Retirement Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Tim Cecere                  Human Resources Director        June 18, 2003



Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Gerri Stone                 Director of Benefits            June 17, 2003


                                      II-7
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.     Description of Exhibit
-----------     ----------------------

   4.1         Memorandum   and  Articles  of   Association  of  WPP  Group  plc
               (incorporated by reference to Exhibit 1.1 of the Company's Annual
               Report on Form 20-F for the year ended December 31, 2000).

   4.2         Amended and Restated Deposit  Agreement,  dated as of October 24,
               1995, among WPP Group plc, Citibank, N.A., as Depositary, and all
               holders  and  beneficial  owners  from  time to time of  American
               Depositary Receipts issued thereunder  (incorporated by reference
               to Exhibit (a) of the  Registration  Statement  on Form F-6 filed
               with the Commission on October 31, 1996 (File No. 333-5906)).

   4.3         Amendment  No. 1 to Amended and  Restated  Depositary  Agreement,
               dated as of  November  9,  1999,  by and  among  WPP  Group  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 (a)(i) of
               Post-Effective  Amendment No. 1 to the Registration  Statement on
               Form F-6 filed with the  Commission on November 9, 1999 (File No.
               333-5906)).

   4.4         Amendment No. 2 to Amended and Restated Deposit Agreement,  dated
               October  3,  2000,  among  WPP  Group  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 (a)(i) of Amendment
               No. 2 to the  Registration  Statement on Form F-6, filed with the
               Securities  and  Exchange  Commission  on June 30, 2000 (File No.
               333-5906).

   4.5         Amendment No. 3 to Amended and Restated Deposit Agreement,  dated
               May 17, 2002, among WPP Group 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  (a)(i) of Amendment  No. 3 to the
               Registration Statement on Form F-6, filed with the Securities and
               Exchange Commission on April 19, 2002 (File No. 333-5906).

   23.1        Consent of Deloitte & Touche LLP (filed herewith).

   23.2        Consent of Arthur Andersen (omitted).*

   24          Power of Attorney (included on the signature page).

   99.1        Undertaking re submission of the J. Walter Thompson  Company U.S.
               Employees'  Profit Sharing and Matched Savings Plan, the Hill and
               Knowlton,  Inc. 401K Matched Savings Plan, the Myshare Retirement
               Plan and the Ogilvy & Mather Profit Sharing Retirement and 401(k)
               Plan  to  the  Internal   Revenue   Service   (filed   herewith).

------------------
*    The  consent  of  Arthur  Andersen,   the  former   independent   chartered
     accountants  for the Registrant as of December 31, 2001,  2000 and 1999 and
     for the years then ended,  could not be obtained after  reasonable  efforts
     and,  accordingly,  is  being  omitted  pursuant  to Rule  437a  under  the
     Securities Act of 1933.  Because  Arthur  Andersen has not consented to the
     inclusion or incorporation  of their report in the registration  statement,
     it may become more difficult for investors to seek remedies  against Arthur
     Andersen in connection with any material  misstatement or omission that may
     be  contained  in WPP Group plc's  consolidated  financial  statements  and
     schedules for periods covered by their report.  In particular,  and without
     limitation,  investors will not be able to recover  against Arthur Andersen
     under  Section  11 of the  Securities  Act for any  untrue  statement  of a
     material  fact  contained  in the  financial  statements  audited by Arthur
     Andersen or any omission of a material  fact required to be stated in those
     financial statements.


                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "wpp_s8-082203.txt", "description": "S-8 082203", "secsgml_size_bytes": 34354}]
{"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": "333-108149", "film-number": "03861438"}, "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 August 22, 2003
                                                     Registration No. 333-
================================================================================
                       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                (I.R.S. Employer Identification No.)
 of incorporation or organization)

                                 27 Farm Street
                             London W1J 5RJ England
          (Address of principal executive offices, including zip code)

                   J. Walter Thompson Company U.S. Employees'
                    Profit Sharing and Matched Savings Plan
                      Hill and Knowlton, Inc. 401K Matched
                                  Savings Plan
                             Myshare Retirement Plan
            Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan
                            (Full title of the plans)

                                   David Calow
                               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, New York 10019
                                 (212) 468-4800

                         Calculation of Registration Fee
========================================================================================================================
       Title of securities to be registered         Amount to be     Proposed maximum   Proposed maximum     Amount of
                                                    registered(1)     offering price      aggregate        registration
                                                                        per share       offering price         fee
------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal value 10p each,(2)
issuable under:

J. Walter Thompson Company U.S. Employees'
Profit Sharing and Matched Savings Plan            1,500,000             $9.08(3)        $13,620,000       $1,101.86

Hill and Knowlton, Inc. 401K Matched Savings
Plan                                                 325,000             $9.08(3)         $2,951,000         $238.74

Myshare Retirement Plan                            1,250,000             $9.08(3)        $11,350,000         $918.22

Ogilvy & Mather Profit Sharing Retirement and        600,000             $9.08(3)         $5,448,000         $440.74
401(k) Plan

             Total                                                                                         $2,699.56
------------------------------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate  amount of additional Ordinary Shares that may be
     necessary  to adjust  the number of  Ordinary  Shares  subject to  issuance
     pursuant to the J. Walter Thompson Company U.S.  Employees'  Profit Sharing
     and Matched Savings Plan, the Hill and Knowlton,  Inc. 401K Matched Savings
     Plan,  the Myshare  Retirement  Plan and the Ogilvy & Mather Profit Sharing
     Retirement and 401(k) Plan  (collectively,  the "Plans") as a result of any
     future stock split,  stock dividend or similar  transaction with respect to
     the  Ordinary  Shares.  In  addition,  pursuant  to Rule  416(c)  under the
     Securities  Act  of  1933,  as  amended  (the   "Securities   Act"),   this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plans.

(2)  American  Depositary Shares of the Registrant ("ADS") evidenced by American
     Depositary  Receipts issuable upon deposit of the Ordinary Shares,  nominal
     value 10p each, of the Registrant  ("Ordinary Shares") have been registered
     under a separate  registration  statement on Form F-6 (File No.  333-5906).
     Each ADS represents five Ordinary Shares.

(3)  Estimated  solely for purposes of calculating  the  registration  fee. Such
     estimate has been  calculated  pursuant to Rule 457(c) based on the average
     of the high and low prices of the Ordinary Shares as reported on The London
     Stock Exchange on August 20, 2003,  translated into U.S.  dollars using the
     Federal  Reserve Bank's Noon Buying Rate for pounds sterling of (pound)1.00
     - $1.5922.

                                       ii
EXPLANATORY NOTE

References to the "Company" and the "Registrant"  mean WPP Group plc, an English
public limited company.  J. Walter Thompson Company, a Delaware corporation that
sponsors the J. Walter  Thompson  Company  U.S.  Employees'  Profit  Sharing and
Matched Savings Plan, is a wholly-owned  subsidiary of the Registrant.  Hill and
Knowlton, Inc., a Delaware corporation that sponsors the Hill and Knowlton, Inc.
401K Matched  Savings Plan,  is a  wholly-owned  subsidiary  of the  Registrant.
MindShare USA, Inc., a Delaware corporation that sponsors the Myshare Retirement
Plan, is a wholly-owned subsidiary of the Registrant.  The Ogilvy Group, Inc., a
New York corporation that sponsors the Ogilvy & Mather Profit Sharing Retirement
and 401(k) Plan, is a wholly-owned subsidiary of the Registrant.

                                       iii
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information *
        ----------------

Item 2. Registrant Information and Employee Plan Annual Information *
        -----------------------------------------------------------

* The  document(s)  containing the  information  specified in Part I of Form S-8
will be sent or given to  participants  in the J. Walter  Thompson  Company U.S.
Employees' Profit Sharing and Matched Savings Plan, the Hill and Knowlton,  Inc.
401K Matched  Savings Plan, the Myshare  Retirement Plan and the Ogilvy & Mather
Profit  Sharing  Retirement  and 401(k) Plan, as applicable  (collectively,  the
"Plans"),  as  required  by Rule  428(b)(1)  under  the  Securities  Act.  These
documents are not required to be filed with the Commission,  but,  together with
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this  Registration  Statement,  constitute  a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                      I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
        ---------------------------------------

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

          a)   The  Registrant's  Annual Report on Form 20-F for the fiscal year
               ended December 31, 2002,

          b)   All other  reports  filed by the  Registrant  pursuant to Section
               13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  since
               January 1, 2002,

          c)   The Sections  entitled  "Description of WPP Ordinary  Shares" and
               "Description of WPP American  Depositary Shares" contained in the
               Proxy  Statement/Prospectus,  dated August 25, 2000,  included in
               Amendment  No.  1,  filed  August  25,  2000,  to a  Registration
               Statement  on  Form  F-4  filed  by  the  Registrant   (File  No.
               333-405165).

        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:

"Subject to the Statutes, every director or other officer (excluding an auditor)
of the Company shall be indemnified out of the assets of the Company against all
liabilities incurred by him in actual or purported execution or discharge of his
duty or the exercise or purported exercise of his actual or purported  execution
or discharge of his duty or the exercise or purported  exercise of his powers or
otherwise  in relation to or in  connection  with his duties,  powers or offices
but:

        (a)  this  indemnity  shall not apply to any  liability  to the extent
             that it is recovered from any other person; and

        (b)  the indemnity is subject to such officer taking all  reasonable
             steps to effect such  recovery,  to the intent that the indemnity
             shall  not  apply  where  an  alternative  right of  recovery  is
             available and capable of being enforced."

                                      II-1
Section 310 of the U.K. Companies Act 1985 (as amended by Section 147
of the U.K.  Companies Act 2989) applicable to the Registrant,  a public limited
company incorporated under the laws of England and Wales, 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.

        (3) This section does not prevent the 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 favor 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 UK Companies Act 1985 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  any  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 of
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."

                                      II-2
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 the Registrant.

Item 7. Exemption from Registration Claimed
        -----------------------------------

        Not applicable.

Item 8. Exhibits
        --------

Exhibit No.    Description of Exhibit
-----------    ----------------------

   4.1         Memorandum   and  Articles  of   Association  of  WPP  Group  plc
               (incorporated by reference to Exhibit 1.1 of the Company's Annual
               Report on Form 20-F for the year ended December 31, 2000).

   4.2         Amended and Restated Deposit  Agreement,  dated as of October 24,
               1995, among WPP Group plc, Citibank, N.A., as Depositary, and all
               holders  and  beneficial  owners  from  time to time of  American
               Depositary Receipts issued thereunder  (incorporated by reference
               to Exhibit (a) of the  Registration  Statement  on Form F-6 filed
               with the Commission on October 31, 1996 (File No. 333-5906)).

   4.3         Amendment  No. 1 to Amended and  Restated  Depositary  Agreement,
               dated as of  November  9,  1999,  by and  among  WPP  Group  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 (a)(i) of
               Post-Effective  Amendment No. 1 to the Registration  Statement on
               Form F-6 filed with the  Commission on November 9, 1999 (File No.
               333-5906)).

   4.4         Amendment No. 2 to Amended and Restated Deposit Agreement,  dated
               October  3,  2000,  among  WPP  Group  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 (a)(i) of Amendment
               No. 2 to the  Registration  Statement on Form F-6, filed with the
               Securities  and  Exchange  Commission  on June 30, 2000 (File No.
               333-5906).

   4.5         Amendment No. 3 to Amended and Restated Deposit Agreement,  dated
               May 17, 2002, among WPP Group 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  (a)(i) of Amendment  No. 3 to the
               Registration Statement on Form F-6, filed with the Securities and
               Exchange Commission on April 19, 2002 (File No. 333-5906).

   23.1        Consent of Deloitte & Touche LLP (filed herewith).

   23.2        Consent of Arthur Andersen (omitted).*

   24          Power of Attorney (included on the signature page).

   99.1        Undertaking re submission of the J. Walter Thompson  Company U.S.
               Employees'  Profit Sharing and Matched Savings Plan, the Hill and
               Knowlton,  Inc. 401K Matched Savings Plan, the Myshare Retirement
               Plan and the Ogilvy & Mather Profit Sharing Retirement and 401(k)
               Plan  to  the  Internal   Revenue   Service   (filed   herewith).

------------------
*    The  consent  of  Arthur  Andersen,   the  former   independent   chartered
     accountants for the Registrant as of December 31, 2001 and 2000 and for the
     years then  ended,  could not be obtained  after  reasonable  efforts  and,
     accordingly,  is being omitted  pursuant to Rule 437a under the  Securities
     Act of 1933.  Because Arthur Andersen has not consented to the inclusion or
     incorporation of their report in the registration  statement, it may become
     more difficult for investors to seek remedies  against  Arthur  Andersen in
     connection with any material misstatement or omission that may be contained
     in WPP Group plc's  consolidated  financial  statements  and  schedules for
     periods  covered by their report.  In particular,  and without  limitation,
     investors will not be able to recover against Arthur Andersen under Section
     11 of the  Securities  Act for any  untrue  statement  of a  material  fact
     contained in the  financial  statements  audited by Arthur  Andersen or any
     omission  of a  material  fact  required  to be stated  in those  financial
     statements.

                                      II-3
Item 9. Undertakings
        ------------

       (a) The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which it offers or sell securities,
       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, as amended (the "Securities Act");

               (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 the Registration Statement; and

               (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 is contained
in periodic  reports filed by the  Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities  offered therein,
       and the offering of  such securities at  that time shall  be deemed to be
       the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
       any of the securities  that  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 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 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of London, England, on August 22, 2003.

                                        WPP GROUP plc

                                        By:  /s/ Paul W.G. Richardson
                                             ------------------------
                                             Name:    Paul W. G. Richardson
                                             Title    Group Finance Director

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that each person whose signature  appears
below hereby  severally  constitutes and appoints Paul W. G. Richardson his true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution,  for  him  and in his  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
attorney-in-fact  and agent 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 might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or his
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
the capacities and on the dates indicated.

Signature                       Title                           Date
---------                       -----                           ----

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

/s/ Sir Martin Sorrell          Group Chief Executive           August 22, 2003
--------------------------      (Principal Executive Officer)
Sir Martin Sorrell

/s/ Paul W.G. Richardson        Group Finance Director          August 22, 2003
--------------------------      (Principal Financial Officer)
Paul W. G. Richardson

/s/ David Barker                Group Financial Controller      August 22, 2003
--------------------------      (Controller)
David Barker

/s/ Beth Axelrod                Executive Director and          August 22, 2003
--------------------------      Authorized Representative in
Beth Axelrod                    the United States

                                      II-5
/s/ Howard Paster               Executive Director              August 22, 2003
--------------------------
Howard Paster

/s/ Jeremy J.D. Bullmore        Non-Executive Director          August 22, 2003
--------------------------
Jeremy J. D. Bullmore

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

--------------------------      Non-Executive Director
Masao Inagaki

/s/ John B.H. Jackson           Non-Executive Director          August 22, 2003
--------------------------
John B. H. Jackson

--------------------------      Non-Executive Director
Michael Jordan

--------------------------      Non-Executive Director
David Komansky

/s/ Christopher Mackenzie       Non-Executive Director          August 22, 2003
--------------------------
Christopher Mackenzie

/s/ Stanley W. Morten           Non-Executive Director          August 22, 2003
--------------------------
Stanley W. Morten

--------------------------      Non-Executive Director
John A. Quelch

                                      II-6
J. Walter Thompson  Company U.S.  Employees'  Profit Sharing and Matched Savings
Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Donna Matteo                Director of Benefits            June 25, 2003

Hill and Knowlton, Inc. 401K Matched Savings Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Sharon James Hirsch         Director of Human Resources     June 11, 2003

Myshare Retirement Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Tim Cecere                  Human Resources Director        June 18, 2003

Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan

Pursuant to the  requirements  of the  Securities  Act,  the  trustees (or other
persons  who  administer  the  employee  benefit  plan)  have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, State of New York.

Signature                       Title                           Date
---------                       -----                           ----

/s/ Gerri Stone                 Director of Benefits            June 17, 2003

                                      II-7
EXHIBIT INDEX

Exhibit No.     Description of Exhibit
-----------     ----------------------

   4.1         Memorandum   and  Articles  of   Association  of  WPP  Group  plc
               (incorporated by reference to Exhibit 1.1 of the Company's Annual
               Report on Form 20-F for the year ended December 31, 2000).

   4.2         Amended and Restated Deposit  Agreement,  dated as of October 24,
               1995, among WPP Group plc, Citibank, N.A., as Depositary, and all
               holders  and  beneficial  owners  from  time to time of  American
               Depositary Receipts issued thereunder  (incorporated by reference
               to Exhibit (a) of the  Registration  Statement  on Form F-6 filed
               with the Commission on October 31, 1996 (File No. 333-5906)).

   4.3         Amendment  No. 1 to Amended and  Restated  Depositary  Agreement,
               dated as of  November  9,  1999,  by and  among  WPP  Group  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 (a)(i) of
               Post-Effective  Amendment No. 1 to the Registration  Statement on
               Form F-6 filed with the  Commission on November 9, 1999 (File No.
               333-5906)).

   4.4         Amendment No. 2 to Amended and Restated Deposit Agreement,  dated
               October  3,  2000,  among  WPP  Group  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 (a)(i) of Amendment
               No. 2 to the  Registration  Statement on Form F-6, filed with the
               Securities  and  Exchange  Commission  on June 30, 2000 (File No.
               333-5906).

   4.5         Amendment No. 3 to Amended and Restated Deposit Agreement,  dated
               May 17, 2002, among WPP Group 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  (a)(i) of Amendment  No. 3 to the
               Registration Statement on Form F-6, filed with the Securities and
               Exchange Commission on April 19, 2002 (File No. 333-5906).

   23.1        Consent of Deloitte & Touche LLP (filed herewith).

   23.2        Consent of Arthur Andersen (omitted).*

   24          Power of Attorney (included on the signature page).

   99.1        Undertaking re submission of the J. Walter Thompson  Company U.S.
               Employees'  Profit Sharing and Matched Savings Plan, the Hill and
               Knowlton,  Inc. 401K Matched Savings Plan, the Myshare Retirement
               Plan and the Ogilvy & Mather Profit Sharing Retirement and 401(k)
               Plan  to  the  Internal   Revenue   Service   (filed   herewith).

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*    The  consent  of  Arthur  Andersen,   the  former   independent   chartered
     accountants  for the Registrant as of December 31, 2001,  2000 and 1999 and
     for the years then ended,  could not be obtained after  reasonable  efforts
     and,  accordingly,  is  being  omitted  pursuant  to Rule  437a  under  the
     Securities Act of 1933.  Because  Arthur  Andersen has not consented to the
     inclusion or incorporation  of their report in the registration  statement,
     it may become more difficult for investors to seek remedies  against Arthur
     Andersen in connection with any material  misstatement or omission that may
     be  contained  in WPP Group plc's  consolidated  financial  statements  and
     schedules for periods covered by their report.  In particular,  and without
     limitation,  investors will not be able to recover  against Arthur Andersen
     under  Section  11 of the  Securities  Act for any  untrue  statement  of a
     material  fact  contained  in the  financial  statements  audited by Arthur
     Andersen or any omission of a material  fact required to be stated in those
     financial statements.

                                      II-8