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) March 1, 2002
                                                          -------------

                               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
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               (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 the press release published by Omnicom on March 1,
2002, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein
by reference.

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

      (a)   Exhibits.

      The following exhibit is filed herewith:

      99.1 Press release published on March 1, 2002.


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                                   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: March 22, 2002


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                                  EXHIBIT INDEX
                                  -------------

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

99.1        Press release published by Omnicom Group Inc. on March 1, 2002.

EX-99.1

                                                                    Exhibit 99.1

                OMNICOM TO ISSUE $750 MILLION OF CONVERTIBLE DEBT

            NEW YORK, Mar 1, 2002 -- Omnicom Group Inc. (NYSE: OMC) announced
that it has agreed to sell $750 million of zero-coupon, zero-accretion
convertible notes due 2032.

            The purchasers will also have a 30-day option to purchase up to $150
million of additional notes. The notes will be convertible into 6.8 million OMC
common shares (assuming the additional purchase option is not exercised) if
Omnicom common shares reach certain pricing thresholds, initially $137.51 per
share and increasing 5.0% per quarter up to a maximum of $242.02/share, or in
certain other circumstances.

            The net proceeds of the transaction will equal approximately the
$750 million principal amount of the notes and will be applied by Omnicom to
retire short-term debt and for other general corporate purposes. A portion of
the net proceeds will also be applied to repurchase up to 3 million Omnicom
common shares from the note purchasers concurrently with the sale of the notes.

            The notes are not redeemable by Omnicom before August 1, 2007.
Beginning July 31, 2003, noteholders will have the option to require that
Omnicom or a financial institution designated by it repurchase the notes at par.

            This release does not constitute an offer to sell or the
solicitation of an offer to buy securities. The notes will be reoffered by the
initial purchasers 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.