SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MEYER EDWARD H (Last) (First) (Middle) C/O GREY GLOBAL GROUP INC 777 THIRD AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GREY GLOBAL GROUP INC [ GREY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	12/31/2003		C		25,564	A	$0	26,964	D
Limited Duration Class B Common Stock	12/31/2003		C		25,564	A	$0	25,564	D
Common Stock, par value $.01 per share								110,284	I	Voting Trust(1)
Limited Duration Class B Common Stock								117,553	I	Voting Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8 1/2% Subordinated Convertible Debentures	$118.33	12/31/2003		C			$3,025,000	(3)	12/31/2003	Units(4)	25,564	(5)	0	D

Explanation of Responses:

1. Mr. Meyer is the indirect beneficial owner of 103,284 shares of Common Stock pursuant to a voting trust agreement, dated as of February 24, 1986, as amended. Additionally, 3,250 shares of Common Stock are held by a trust for the benefit of Mr. Meyer's daughter, Margaret Meyer, under a Trust Agreement, and 3,750 shares of Common Stock are held by a trust for the benefit of Mr. Meyer's son, Anthony Meyer, under a Trust Agreement (the Trusts of Margaret Meyer and Anthony Meyer, collectively, the "Children's Trusts"). Shares held by the Children's Trusts are included on this Form beacuse Mr. Meyer's wife, Sandra Meyer, is the trustee of the Children's Trusts. Mr. Meyer disclaims beneficial ownership of the shares held by the Children's Trusts.

2. Mr. Meyer is the indirect beneficial owner of 110,053 shares of Limited Duration Class B Common Stock pursuant to a voting trust agreement, dated as of February 24, 1986, as amended. Additionally, 3,750 shares of Limited Duration Class B Common Stock are held by a trust for the benefit of Mr. Meyer's daughter, Margaret Meyer, under a Trust Agreement, and 3,750 shares of Limited Duration Class B Common Stock are held by a trust for the benefit of Mr. Meyer's son, Anthony Meyer, under a Trust Agreement (the Trusts of Margaret Meyer and Anthony Meyer, collectively, the "Children's Trusts"). Shares held by the Children's Trusts are included on this Form beacuse Mr. Meyer's wife, Sandra Meyer, is the trustee of the Children's Trusts. Mr. Meyer disclaims beneficial ownership of the shares held by the Children's Trusts.

3. Immediately.

4. Each Unit represents one share of Common Stock and one share of Limited Duration Class B Common Stock.

5. This transaction is a conversion of a derivative security for which the conversion price is reported in Column 2, pursuant to Instruction 4(c)(iii).

	Edward H. Meyer	01/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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