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): March 3, 2005

                             GREY GLOBAL GROUP INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                   777 Third Avenue, New York, New York 10017
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                    (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.

      On March 3, 2005, Grey Global Group Inc. ("Grey") issued a press release
announcing that Grey's stockholders have adopted the Agreement and Plan of
Merger, dated as of September 11, 2004, as amended, by and among WPP Group plc
("WPP"), Abbey Merger Corporation, a wholly-owned subsidiary of WPP and Grey. A
copy of the press release is furnished as exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

      99.1    Press Release dated March 3, 2005.

                                   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.

Date:  March 4, 2005                    By:  /s/  Steven G. Felsher
                                             -----------------------------------
                                        Name:  Steven G. Felsher
                                        Title: Vice Chairman

                                  EXHIBIT INDEX



Exhibit No.                Description
                        
99.1                       Press Release dated March 3, 2005.

EX-99.1

                                                                   EXHIBIT 99.1


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

                  Grey Stockholders  Agree to Merge with WPP
                  ------------------------------------------


New York, NY - March 3, 2005......Grey Global Group Inc. (NASDAQ: GREY)
announced today that its stockholders approved its merger with WPP plc at a
special meeting of Grey's stockholders in New York. The deal is expected to
close early next week.

Grey has operated as an independent company since it was founded in 1917. It
became a public company in 1965. It will continue to operate as a separate
entity within the WPP group of companies.

Grey Global Group Chief Executive Officer Edward H. Meyer said that the merger
will allow Grey to tap into the prodigious resources of WPP and to continue its
singular commitment to building its clients' businesses.


                                   * * * *

Grey Global Group ranks among the largest global communications companies in
the world.  Grey Global Group operates branded independent business units in
many communications disciplines including general advertising, public
relations/public affairs, direct marketing, internet communications, healthcare
marketing, brand strategy and design, and on-line and off-line media services.

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