8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 2, 2001

                               OMNICOM GROUP INC.
             (Exact Name of Registrant as Specified in its Charter)

                                    New York
                 (State or Other Jurisdiction of Incorporation)

         1-10551                                        13-1514814
(Commission File Number)                    (I.R.S. Employer Identification No.)

                  437 Madison Avenue, New York, New York 10022
               (Address of Principal Executive Offices) (Zip Code)

                                 (212) 415-3600
              (Registrant's Telephone Number, Including Area Code)



Item 5. Other Events.

      This  Current  Report on Form 8-K is being filed with the  Securities  and
Exchange  Commission  by Omnicom  Group Inc.  for the purpose of  providing  the
information  set forth in press  releases  issued by Omnicom on February 1, 2001
and February 2, 2001, copies of which are filed as Exhibit 99.1 and 99.2 hereto,
respectively, and which are incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial
        Information and Exhibits.

      (a)   Financial Statement of Businesses Acquired.

            None.

      (b)   Pro Forma Financial Information.

            None.

      (c)   Exhibits.

            The following exhibits are filed herewith:

            99.1  Press Release issued on February 1, 2001.

            99.2  Press Release issued on February 2, 2001.



                                   SIGNATURES

      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       OMNICOM GROUP INC.

                                       By: /s/ Robert A. Profusek
                                           -------------------------------------
                                           Robert A. Profusek
                                           Executive Vice President

Date: February 2, 2001



                                  EXHIBIT INDEX

Exhibit
Number          Description
- ------          -----------

99.1            Press Release issued by Omnicom Group Inc. on February 1, 2001.

99.2            Press Release issued by Omnicom Group Inc. on February 2, 2001.

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

                         OMNICOM GROUP INC. CONSIDERING
                        $500 MILLION OF CONVERTIBLE DEBT

      New York, New York, February 1, 2001. Omnicom Group Inc. (NYSE: OMC)
announced today that it is in discussions with investors regarding a $500
million institutional private placement of 30-year zero-coupon, zero-accretion
convertible notes. Any such financing would be subject to market conditions and
other factors.

      Omnicom is one of the world's leading marketing communications services
companies. Omnicom's services include advertising, direct response and
promotional marketing, public relations, strategic media planning and buying and
internet and digital media development. Omnicom companies operate in over 100
countries around the world.

      This release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The offering is being made only to qualified
institutional buyers. The notes and the common shares issuable upon conversion
have not been registered under U.S. or state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.

EX-99.2

                                                                    Exhibit 99.2

FOR IMMEDIATE RELEASE

                           OMNICOM GROUP INC. TO ISSUE
                        $750 MILLION OF CONVERTIBLE DEBT

      New York, New York, February 2, 2001. Omnicom Group Inc. (NYSE: OMC)
announced that it has agreed to sell $750 million of zero-coupon, zero-accretion
convertible senior notes due 2031. The initial purchaser will also have a 30-day
option to purchase up to $100 million of additional notes to cover
over-allotments. The notes will be convertible into 6.8 million OMC common
shares (assuming the over-allotment option is not exercised) in accordance with
their terms.

      Omnicom Group Inc. is one of the world's leading marketing communications
services companies. Omnicom's services include advertising, direct response and
promotional marketing, public relations, strategic media planning and buying and
Internet and digital media development. Omnicom companies operate in over 100
countries around the world.

      This release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The offering is being made only to qualified
institutional buyers. The notes and the common shares issuable upon conversion
have not been registered under U.S. or state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.