8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): October 21, 2003
                               (October 21, 2003)


                             GREY GLOBAL GROUP INC.
               (Exact name of Registrant as specified in charter)

         Delaware                     0-7898                    3-0802340
    (State or Other            (Commission File No.)         (I.R.S. Employer
     Jurisdiction of                                         Identification No.)
     Incorporation)


                   777 Third Avenue, New York, New York 10017
          (Address of principal executive offices, including zip code)

                                 (212) 546-2000
              (Registrant's telephone number, including area code)

                                 Not applicable
          (Former Name or Former Address, if Changed Since Last Report)









ITEM 5.  OTHER EVENTS

         On October 21, 2003, Grey Global Group Inc. issued a press release
announcing that it intends to sell, subject to market and other conditions,
convertible subordinated debentures in a transaction exempt from the
registration requirements of the Securities Act of 1933. The press release is
attached hereto as Exhibit 99.1.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)   Exhibits.


         99.1     Press Release, dated October 21, 2003, issued by Grey Global
                  Group Inc.



                            (Signature page follows)


                                       2





                                   SIGNATURES

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

                                           GREY GLOBAL GROUP INC.

                                           By:  /s/ Steven G. Felsher
                                                -----------------------------
                                                Name: Steven G. Felsher
                                                Title: Vice Chairman

Dated:  October 21, 2003


                                       3




                                  EXHIBIT INDEX


       Designation                 Description

         99.1     Press Release, dated October 21, 2003, issued by
                  Grey Global Group Inc.









                                       4

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                       CONTACT:   Steven G. Felsher
                                                       21-546-2440

                                                       Jan Sneed
                                                       212-546-2422

          Grey Global Group Inc. Announces Proposed Private Offering of
                 Contingent Convertible Subordinated Debentures
                 ----------------------------------------------

         NEW YORK, N.Y., October 21, 2003 - Grey Global Group Inc. (Nasdaq:
GREY) announced today that it is seeking to raise, subject to market and other
conditions, approximately $100 million through a private offering of contingent
convertible subordinated debentures. The Company may raise up to an additional
$25 million if the right granted to an initial purchaser to acquire additional
debentures in connection with the offering is exercised in full.

         The debentures will be convertible into shares of the Company's common
stock upon the happening of certain events and mature in 2033. Grey expects to
use the net proceeds from the offering for working capital and other general
corporate purposes, which may include, without limitation, possible
acquisitions. The Company has no specific agreements or commitments, and is not
currently engaged in any negotiations, regarding any material acquisition. The
closing of the sale of any securities shall be subject to the Company's
satisfaction with the final terms, including stock price, conversion premium and
coupon.

         This notice does not constitute an offer to sell or the solicitation of
an offer to buy any securities. The offering will be made only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933. The securities to be offered have not been registered under the Securities
Act, or any state securities laws, and unless so registered may not be offered
or sold in the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws.

         This press release contains forward-looking statements within the
meaning of the federal securities laws relating to expectations, plans or
prospects for the Company, including those relating to whether or not the
Company will offer the debentures or consummate the offering, the anticipated
terms of the debentures and the offering and the anticipated use of proceeds of
the offering. These statements are based upon the current expectations and
beliefs of the Company's management and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. These risks and uncertainties
include market conditions and other factors beyond the Company's control and the
risk factors and other cautionary statements discussed in the Company's filings
with the U.S. Securities and Exchange Commission.