8-K

                                  UNITED STATES
                       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): September 28, 2004
                              (September 28, 2004)

                             GREY GLOBAL GROUP INC.

             (Exact name of registrant as specified in its charter)




             Delaware                   0-7898                   13-0802840
- --------------------------------     ------------            -------------------
 (State or other jurisdiction of     (Commission               (IRS Employer
          incorporation)             File Number)            Identification No.)


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

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

                                 Not Applicable
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13.e-4(c))



ITEM 8.01 OTHER EVENTS

This Form 8-K is being filed to provide the information set forth in Grey Global
Group Inc.'s September 28, 2004 press release, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.

Exhibit 99.1 attached hereto is furnished pursuant to Item 8.01, "Other Events".

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

99.1 Press Release dated September 28, 2004.


                            (Signature page follows)


                                   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:  September 28, 2004

EX-99.1

                                                                    Exhibit 99.1

                            [Logo APCO worldwide(r)]

For Immediate Release                  Contact:
                                       --------
                                       B. Jay Cooper
                                       APCO Worldwide
                                       bjcooper@apcoworldwide.com
                                       202-778-1039

                                       Jan Sneed
                                       Grey Global Group Inc
                                       jsneed@grey.com
                                       212-546-2422/917-543-4125

                APCO Completes Transaction for Management Buyout
                ------------------------------------------------

     Washington, D.C. (September 28, 2004) - APCO Worldwide and Grey Global
Group Inc. (GREY: NASDQ) announced today the closing of a transaction pursuant
to which APCO's management concluded a buyout from Grey Global Group Inc. The
announcement was made jointly by Edward H. Meyer, chairman, president and CEO of
Grey Global Group Inc. and Margery Kraus, president, CEO and founder of APCO
Worldwide. Grey Global Group Inc. had announced its intention to sell APCO in a
press release issued September 30, 2003.

     As a result of this management buyout APCO will become one of the largest
privately owned consulting firms in the public affairs and strategic
communications industry.

     "We begin our 20th year in business with an important step in building a
successful firm for the next 20 years," said Kraus, who began the firm as its
only employee. APCO today has approximately 400 employees in 24 offices around
the world. "We are broadening ownership opportunities for management and
employees by creating a new structure more typical of a professional services
firm. Clients can expect no change in the high level of service they receive
from APCO. Providing this incentive for senior professionals is a reinforcement
of our strategy to attract and retain key talent as the single most important
element in delivering the highest quality and most strategic service to our
clients. We will also have ample financial resources to achieve our growth
objectives."

     APCO has distinguished itself over the years by building a senior team that
includes former elected officials, ambassadors, business leaders, journalists
and government leaders. The firm has largely grown organically, developing its
own offices around the world, building relationships with clients over time and
offering an integrated, broadly based portfolio of services in support of the
full range of corporate affairs activities managed by senior executives of its
clients. The management buyout will enable APCO to build on this model and
continue to


                                                            Announcement, Page 2

                                     -more-

add to its distinguished repertoire of senior advisors in order to provide
thoughtful, innovative counsel to clients on global issues and opportunities.
APCO management will remain unchanged.

     The WindRiver group is partnering with management, investing and providing
strategic advice. Founded in 1999, WindRiver is a merchant bank that has served
as a principal and financial advisor on transactions worth billions of dollars.
They have global experience across a variety of industries, including the
service industry, and specialize in management buyouts.


     "We are very pleased to be partnering with APCO," said Ron Boschetto,
director of WindRiver. "It is rare to find a consultancy with such a breadth of
highly skilled staff and depth of talent and expertise across so many industries
around the world. We have great confidence in the management of the company and
look forward to helping them rapidly expand their business to become a dominant
force in their principal markets. Integral to our shared vision is the broad
based employee ownership we have been able to establish, which will translate
into a more exciting and dynamic environment for employees which ultimately
provides the greatest benefit for clients."

     Grey Global Group Inc. purchased majority ownership of APCO in 1991 from
Arnold & Porter, a Washington, D.C., law firm that with APCO pioneered the role
of law firm affiliates. "It has been a pleasure to watch APCO grow over the past
13 years, and the company's future is filled with potential," said Ed Meyer.
"Grey will continue to partner with APCO on projects of mutual benefit, and I
look forward to the company's continued success."

About APCO Worldwide

     Founded in 1984, APCO Worldwide is a global communication consultancy with
offices in 24 major cities throughout North America, Europe, Asia and Africa.
Headquartered in Washington, D.C., clients include governments, corporations,
industry associations and non-profit organizations. APCO also includes among its
clients six of the top 10 companies on Fortune's Global 500. Core services
include corporate, investor and internal communication, crisis management, issue
management, government relations, litigation communication, media relations,
coalition building, opinion research, market entry, corporate social
responsibility and online communication. APCO Worldwide is primarily employee
owned. For more information, please visit www.apcoworldwide.com.

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