OMNICOM GROUP INC. — Director's Dealing 2004

Apr 23, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OMNICOM GROUP INC (OMC)
CIK: 0000029989
Period of Report: 2003-12-15

Reporting Person: KAESS KEN (Pres/CEO DDB Worldwide)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.15	40544	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Purchase Common Stock (Right to Buy)	$78.31	2010-03-08	Common Stock (60000)		Direct
Options to Purchase Common Stock (Right to Buy)	$79.50	2011-04-04	Common Stock (100000)		Direct
Options to Purchase Common Stock (Right to Buy)	$62.35	2011-10-02	Common Stock (222223)		Direct
Options to Purchase Common Stock (Right to Buy)	$93.55	2012-04-12	Common Stock (50000)		Direct

Footnotes

F1: Consists of 12,152 shares of restricted stock awarded pursuant to Omnicom's equity incentive plan, which are subject to forfeiture.

F2: Options become exercisable to the extent of 30% on the first anniversary of the date of grant, 30% on the second anniversary of the date of grant and 40% on the third anniversary of the date of grant.

F3: Options become exercisable after six years, but may vest earlier upon the attainment of certain share price threshholds.