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 28, 2003 (October 28, 2003)


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

     Delaware                     0-7898                    13-0802840
 (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 28, 2003, Grey Global Group Inc. issued a press release
announcing the completion of the sale of its convertible subordinated
debentures. 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 28, 2003, issued by Grey Global Group Inc.



                            (Signature page follows)




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                                   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/ John A. Grudzina
                                        --------------------------
                                  Name:  John A. Grudzina
                                  Title: Senior Vice President
                                           and General Counsel

Dated:  October 28, 2003



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                                  EXHIBIT INDEX


       Designation                                Description



           99.1     Press Release, dated October 28, 2003, issued by Grey
                    Global Group Inc.





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EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                       CONTACT:   Steven G. Felsher
                                                       212-546-2440

                                                       Jan Sneed
                                                       212-546-2422

            Grey Global Group Inc. Completes the Private Offering of
             Contingent Convertible Subordinated Debentures Due 2033

     NEW YORK, N.Y., October 28, 2003 - Grey Global Group Inc. (Nasdaq: GREY)
today completed the sale, through a private offering, of $125 million aggregate
principal amount of its contingent convertible subordinated debentures due 2033
(the "Debentures"). The Company 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 initial purchasers of the Debentures have the option to purchase up to
$25 million aggregate principal amount of additional Debentures.

     This notice does not constitute an offer to sell or the solicitation of an
offer to buy securities. The offering was made only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933. The
securities 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 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.

                                      # # #




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