Exhibit 4.16

                             CERTIFICATE OF TRUST OF
                            OMNICOM CAPITAL TRUST II

      THIS  Certificate  of Trust of Omnicom  Capital  Trust II (the "Trust") is
being  duly  executed  and filed on behalf of the Trust by the  undersigned,  as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. ss. 3801 et seq.) (the "Act").

      1. Name.  The name of the  business  trust formed by this  Certificate  of
Trust is Omnicom Capital Trust II.

      2. Delaware  Trustee.  The name and business address of the trustee of the
Trust  in  the  State  of  Delaware  are  Chase  Manhattan  Bank  USA,  National
Association, 1201 Market Street, Wilmington, Delaware 19801.

      3.  Effective  Date.  This  Certificate  of Trust shall be effective  upon
filing.

      IN WITNESS WHEREOF,  the undersigned has duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                                 not in its individual capacity but solely as
                                 Trustee

                            By: /s/ John Cashin
                                ------------------------------------------------
                                 Name: John Cashin
                                 Title: Vice President