SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:
[X]   Preliminary Proxy Statement              
[  ]  Definitive Proxy Statement                     
[  ]  Soliciting Material Pursuant to          
      ss 240.14a-11(c) or ss 240.14a-12
[  ]  Confidential, for Use of the Commission
      Only (as permitted by Rule 14a-6(e)(2))
[  ]  Definite Additional Materials

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


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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X]    $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
       Item 22(a)(2) of Schedule 14A.
[  ]   $500 per each party to the controversy pursuant to Exchange Act Rule
       14a-6(i)(3).
[  ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1)  Title of each class of securities to which transactions applies:

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         2)  Aggregate number of securities to which transactions applies:

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         3)  Per  unit  price  or other  underlying  value  of  transaction
             computed  pursuant  to  Exchange  Act Rule 0-11 (set forth the
             amount on which the filing fee is calculated  and state how it
             was determined):

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         4)  Proposed maximum aggregate value of transaction:

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         5)  Total fee paid:

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[  ]     Fee paid previously with preliminary materials.

[  ]     Check  box if any  part of the fee is offset as  provided  by  Exchange
         Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
         fee was paid  previously.  Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.
         1)  Amount Previously Paid:

         2)  Form Schedule or Registration Statement No.:

         3)  Filing Party:

         4)  Date Filed:



                                PRELIMINARY COPY

                               OMNICOM GROUP INC.
                               437 Madison Avenue
                            New York, New York 10022

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                                November 28, 1995

     A  Special  Meeting  of  the   Shareholders  of  Omnicom  Group  Inc.  (the
"Corporation") will be held at the offices of BBDO Worldwide Inc. (seventh floor
meeting room), 1285 Avenue of the Americas (between 51st and 52nd streets),  New
York,  New York,  on Tuesday,  November 28, 1995 at 10:00 a.m. for the following
purposes:

     1.  To  consider  and vote upon a proposal to approve an  amendment  to the
         Corporation's  Restated  Certificate  of  Incorporation  increasing the
         number of authorized  shares of Common Stock, par value $.50 per share,
         from  75,000,000  to  150,000,000  to allow  the  Corporation  to issue
         additional  shares from time to time for stock splits,  stock dividends
         and other corporate purposes.

     2.  To transact such other business as may properly come before the meeting
         or any adjournments thereof.

     Only  shareholders  of record at the close of  business on October 13, 1995
will be entitled to notice of and to vote at the meeting.

     Whether you expect to attend the meeting or not,  please mark,  sign,  date
and return the enclosed  proxy promptly in order that your shares will be voted.
A return  envelope  which  requires no postage if mailed in the United States is
enclosed  for your  convenience.  The proxy is  revocable,  so if you attend the
meeting you may, if you wish, vote your shares in person.


                                    By order of the Board of Directors,




                                    Barry J. Wagner
                                      Secretary


New York, New York
October __, 1995




                                PRELIMINARY COPY

                               OMNICOM GROUP INC.
                               437 Madison Avenue
                            New York, New York 10022

                                 PROXY STATEMENT

     This  Proxy  Statement  and the  enclosed  proxy  are  being  furnished  in
connection with the solicitation of proxies by the Board of Directors of Omnicom
Group Inc. (the "Corporation")  from holders of the Corporation's  common stock,
par value  $.50 per share  ("Common  Stock"),  for use at a Special  Meeting  of
Shareholders  to be held on November 28, 1995, and at any  adjournment  thereof,
for the purposes set forth in the accompanying  notice.  This Proxy Statement is
first being mailed to shareholders on or about October __, 1995.

     All shares of Common Stock represented by properly signed and dated proxies
received by the Corporation  prior to the meeting will, unless such proxies have
been revoked,  be voted in accordance with the instructions on such proxies.  If
no  instruction  is  indicated,  the shares  will be voted FOR the  proposal  to
approve an amendment to the Corporation's  Restated Certificate of Incorporation
and, in the discretion of the persons named in the proxy,  on such other matters
as may properly come before the meeting.  Any  shareholder who has given a proxy
may revoke such proxy at any time  before it is voted at the Special  Meeting by
delivering  to the  Secretary  written  notice of  revocation or a duly executed
proxy bearing a later date or by attending the meeting and voting in person.

     The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock is required in order to approve the  amendment to the  Company's
Restated  Certificate of Incorporation.  Each holder of Common Stock is entitled
to one vote for each share held.  There is no right to  cumulative  voting as to
any matter.

     Votes cast by proxy or in person at the Special  Meeting  will be tabulated
by the election inspectors  appointed for the meeting and will determine whether
or not a quorum is present.  The election  inspectors will treat  abstentions as
shares that are present and  entitled to vote for  purposes of  determining  the
presence of a quorum but as unvoted for purposes of determining  the approval of
any matter  submitted to the  shareholders  for a vote. If a broker indicates on
the proxy that it does not have discretionary  authority as to certain shares to
vote on a particular matter,  those shares will not be considered as present and
entitled to vote with respect to that matter.

     On October 13,  1995,  the record date for  determination  of  shareholders
entitled to notice of and to vote at the Special  Meeting,  the  Corporation had
outstanding  __________ shares of Common Stock, each of which is entitled to one
vote.  At  the  record  date,   ________  shares  of  Common  Stock  were  owned
beneficially  (of which  ________  shares were owned of record) by the directors



and executive officers of the Corporation,  which constitutes approximately ___%
of the issued and outstanding shares of the Corporation's Common Stock.

             APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF
          INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF THE
                                   CORPORATION

     On September 18, 1995, the Board of Directors adopted resolutions declaring
a two-for-one  stock split in the form of a one hundred  percent stock  dividend
(the "Stock  Split") on the  Corporation's  outstanding  Common Stock payable to
shareholders of record on December 15, 1995 contingent upon shareholder approval
of an amendment (the "Amendment") to the Corporation's  Restated  Certificate of
Incorporation  to increase the authorized  number of shares of Common Stock, par
value $.50 per share,  by  75,000,000  shares  from  75,000,000  to  150,000,000
shares.

     Before the Amendment can become  effective,  shareholders  must approve the
Amendment  by  the  affirmative  vote  of  the  holders  of a  majority  of  the
outstanding Common Stock, with each share being entitled to one vote.

     Without the Amendment, the Corporation does not have a sufficient number of
authorized  shares of Common Stock to permit the Stock Split after giving effect
to the shares reserved for issuance under various employee stock-based plans, as
contingent  payments  related to prior  acquisitions,  and shares  reserved  for
issuance upon the  conversion of the Company's 4 1/2/6 1/4% Step-Up  Convertible
Subordinated  Debentures  due in 2000 (the  "Debentures").  The  increase in the
authorized  Common  Stock  would  permit  the Stock  Split  and would  allow the
remaining  unissued  shares  to be used at some  future  date,  without  further
shareholder  action,  for additional  stock dividends or other proper  corporate
purposes.  The Corporation presently has no plans to issue any shares other than
as required  for the Stock Split and as may be required in  connection  with the
employee  stock-based  plans,  the  contingent   acquisition  payments  and  the
Debentures.  However, it is the Corporation's  policy to explore on a continuing
basis favorable acquisitions and financing possibilities which could at any time
lead to the issuance of the Corporation's Common Stock.

     If the Amendment is approved,  as of December 15, 1995,  the effective date
of the Stock Split, appropriate adjustments will be made in the number and price
of shares  reserved for issuance under various  employee  stock-based  plans. In
addition,  appropriate adjustments will be made in the number of shares reserved
for issuance in connection with the contingent acquisition payments and upon the
conversion of the Debentures.

     In connection  with the Stock Split, a transfer of $.50 for each additional
share of Common Stock issued, or approximately $________,  will be made from the
Corporation's  additional paid-in capital account to its Common Stock account as
of December 15, 1995, the date on which  shareholders of record will be entitled
to the additional  shares,  so that the  additional  shares to be issued will be

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fully paid. The amounts so transferred  will no longer be legally  available for
distribution  to shareholders  as dividends;  however,  it is estimated that the
amount of surplus  which  will be legally  available  for  dividends  after this
transfer will exceed $________.

     On or about December 27, 1995,  there will be mailed to each shareholder of
record as of the  close of  business  on  December  15,  1995 a  certificate  or
certificates for the additional shares.

     Certificates  representing  shares issued prior to the time the Stock Split
becomes  effective  will  continue to represent the same number of shares of the
Corporation's  stock as they did prior to such  time,  and will  after that time
represent, in addition, the right to receive certificates for an equal amount of
shares.  Shareholders  should not destroy their certificates and should not mail
them to the Corporation or its transfer  agent.  Existing  certificates  and the
certificate or certificates  for additional  shares to be mailed to shareholders
will represent the total shares owned after the Stock Split becomes effective.

     The Board of Directors  believes  that the Stock Split will help to broaden
interest in the Corporation's  stock by reducing its market price and increasing
the shares  available  for trading on the New York Stock  Exchange.  The Company
further  believes  that the Stock  Split  will be in the best  interests  of the
Corporation and its shareholders.

     If shareholders dispose of their shares subsequent to the Stock Split, they
may pay  higher  brokerage  commissions  on the same  relative  interest  in the
Corporation  because that interest is represented by a greater number of shares.
Since the rate of brokerage  commissions  may vary, the Corporation is unable to
specify the amount of this increase.  Shareholders desiring this information may
wish to consult their brokers to ascertain the brokerage  commission  that would
be charged for disposing of the greater number of shares.

     The Stock  Split  will not result in any  taxable  income or in any gain or
loss to shareholders for U.S. federal income tax purposes. The tax basis of each
share  outstanding  before the Stock  Split will be  allocated  one half to such
original  share and one half to the new share  distributed  with respect to such
original  share.  For tax  purposes,  each new share will be deemed to have been
acquired at the same time as the  original  share with  respect to which the new
share was issued.  The laws of  jurisdictions  other than the United  States may
impose taxes on the issuance of the  additional  shares in  connection  with the
Stock Split,  and therefore it is  recommended  that each holder of Common Stock
consult his or her own tax advisor  regarding the tax  consequences of the Stock
Split in light of his or her own tax situation.

The Board of  Directors  recommends  a vote FOR  approval of the adoption of the
Amendment.


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                              SHAREHOLDER PROPOSALS

     Shareholders  wishing to present  resolutions at the 1996 Annual Meeting of
Shareholders must submit copies of such proposed  resolutions to the Corporation
at its principal  executive  offices,  437 Madison  Avenue,  New York,  New York
10022. Attention: Corporate Secretary, no later than December 9, 1995.

                                  OTHER MATTERS

     The Board of  Directors  is not aware of any  matters to be  submitted  for
consideration  at the  Special  Meeting  other  than the matter set forth in the
accompanying  notice.  If any other matters properly come before the meeting for
action,  the enclosed proxy will be voted on such matters in accordance with the
best judgment of the persons named in the proxy.

                              COST OF SOLICITATION

     The cost of  solicitation of proxies will be borne by the  Corporation.  In
addition  to  solicitation  by mail,  directors,  officers,  and  other  regular
employees of the Corporation and its subsidiaries may solicit proxies personally
by telephone or by telefax.  The  Corporation  will  reimburse  persons  holding
shares in their names or those of their nominees for their  reasonable  expenses
in sending proxy material to their  principals and obtaining  their proxies.  In
addition,  the  Corporation  has retained  D.F. King & Co. Inc. to assist in the
solicitation of proxies,  and will pay a fee of up to $8,000 plus  reimbursement
of out-of-pocket expenses for such services.

     Shareholders are urged to send in their proxies without delay.


                                                   Barry J. Wagner
                                                     Secretary

New York, New York
October __, 1995


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                                                                      APPENDIX A
                                PRELIMINARY COPY

                                     PROXY
                               OMNICOM GROUP INC.
                               437 Madison Avenue
                            New York, New York 10022

This proxy is solicited  on behalf of the Board of  Directors  and will be voted
FOR the approval of the amendment to the Corporation's  Restated  Certificate of
Incorporation if no instructions to the contrary are indicated.

The undersigned  hereby appoints FRED J. MEYER and BARRY J. WAGNER,  jointly and
severally,  proxies  with the  power of  substitution  to vote  all  shares  the
undersigned  is  entitled  to vote at the  Special  Meeting of  Shareholders  on
November 28, 1995 or adjournments  thereof on all matters that may properly come
before the meeting,  and  particularly  to vote as  hereinafter  indicated.  The
undersigned  hereby  acknowledges  receipt of the  Notice of Special  Meeting of
Shareholders and Proxy Statement dated October ___, 1995.

(Continued and to be signed on the reverse side)


1.   To  approve an  amendment  to the  Corporation's  Restated  Certificate  of
     Incorporation  increasing the number of authorized  shares of Common Stock,
     par value $.50 per share from 75,000,000 to 150,000,000 shares.

FOR        AGAINST          ABSTAIN
[  ]         [  ]            [  ]


Dated: _______, 1995


____________________________
Signature


____________________________
Signature if held jointly

Please   sign   exactly   as  your  name
appears. If stock is held in the name of
joint holders,  each should sign. If you
are  signing  as  a  trustee,  executor,
etc.,  please so indicate.  Please mark,
sign,  date and mail this card  promptly
in the postage  prepaid return  envelope
provided.