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                                EXHIBIT 10.05


                                 FIRST AMENDMENT
                                       TO
                              GREY ADVERTISING INC.
                           DEFERRED COMPENSATION TRUST

     This First Amendment (the "First Amendment"), made as of the 26th day of
February, 1996, by and between Grey Advertising Inc. (the "Company") and United
States Trust Company of New York (the "Trustee");

     WHEREAS, the Company and the Trustee entered into the Grey Advertising Inc.
Deferred Compensation Trust (the "Trust Agreement"), dated as of March 21, 1995;

     WHEREAS, the Company desires to amend the Trust Agreement and, in
accordance with Section 12 of the Trust Agreement, is permitted to do so with
the consent of the Executive;

     NOW, THEREFORE, the parties are entering into this First Amendment and
hereby agree as follows:

     1. Section 5 of the Trust Agreement is hereby amended in its entirety to
read as follows:

     Section 5.    Accounts and Investment
                   Authority

     (a) Contributions to the Trust on behalf of the Executive and any interest
and earnings thereon shall be credited, and any distribution from the Trust or



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losses thereon shall be debited, to an account (the "Trust Account") established
and held by the Trustee for the Executive. Assets held in the Trust shall be
invested by the Trustee or any sub-agent designated by the Company with the
consent of the Executive (a "Sub-agent") in Permitted Assets as directed by the
Company or, in the absence of such direction, in Permitted Assets of the type
referred to in clause (ii) of the next sentence (except that the Trustee may
invest in Permitted Assets of the type referred to in clause (iii) of the next
sentence until such time as assets of the type referred to in clause (ii) may be
purchased). For purposes of the preceding sentence, "Permitted Assets" shall
mean one or more of the following alone or in combination:

         (i)     cash; or

         (ii)    direct obligations of the United States of America or agencies 
     of the United States of America or obligations unconditionally and fully 
     guaranteed as to principal and interest by the United States of America, 
     in each case maturing within five years or less from the date of 
     acquisition; or

         (iii)   negotiable certificates of deposit (in each case maturing 
     within five years or 

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     less from the date of acquisition) issued by a commercial bank organized
     and existing under the laws of the United States of America or any state 
     thereof having a combined capital and surplus of at least $1,000,000,000;

         (iv)    corporate debt obligations such as bonds, debentures and 
     commercial paper of investment grade as rated within the four highest 
     ratings of Standard & Poor's Corporation ("S&P") or Moody's Investors 
     Service, Inc. ("Moody's"), and maturing within five years or less from the 
     date of acquisition;

         (v)     a commingled fund maintained by the Trustee which invests in 
     (i)-(iv) above; or
        
         (vi)    other assets or classes of assets selected by the Company with
     the consent of the Executive.

The Trustee shall not be liable for failure to maximize the income earned on
that portion of the Trust as is from time to time invested or reinvested as set
forth above, nor for any loss of income due to liquidation of any investment
which the Trustee, in its sole discretion, believes necessary to make payments
or to reimburse expenses under the terms of this Trust.

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     (b)  In no event may the Trustee invest in securities (including stock or 
rights to acquire stock) or obligations issued by the Company or any affiliate,
other than a de minimis amount held in common investment vehicles in which the
Trustee invests.

     2.  Section 8 of the Trust Agreement is hereby amended in its entirety to 
read as follows:

     Section 8.    Responsibility of Trustee.
                   
     (a) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims; provided, however, that the
Trustee shall incur no liability to any person for any action taken by the
Trustee or a Sub-agent pursuant to a direction, request or approval given by the
Company or the Executive that is contemplated by, and in conformity with, the
terms of the Deferred Compensation Agreement or this Trust. In the event of a
dispute between or among the Company, the Executive and the Trustee, the Trustee
may apply to a court of competent jurisdiction to resolve the dispute.

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     (b) The duties and responsibilities of the Trustee shall be limited to
those expressly set forth in this Trust, and no implied covenants or obligations
shall be read into this Trust against the Trustee.

     (c) If, pursuant to Section 3 hereof or other- wise, all or any part of the
Trust is at any time attached, garnished, or levied upon by any court order,
or in case the payment, assignment, transfer, conveyance or delivery of any such
property shall be stayed or enjoined by any court order, or in case any order,
judgment or decree shall be made or entered by a court affecting such property
or any part thereof, then and in any of such events the Trustee is authorized,
in its sole discretion, to rely upon and comply with any such order, writ,
judgment or decree, and it shall not be liable to the Company (or any of its
subsidiaries), or the Executive by reason of such compliance even though such
order, writ, judgment or decree subsequently may be reversed, modified,
annulled, set aside or vacated.

     (d) The Trustee shall not be liable for any act taken or omitted to be
taken hereunder if taken or omitted to be taken by it in good faith. The Trustee
shall also be fully protected in relying upon any notice given hereunder which
it in good faith believes to be 

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genuine and executed and delivered in accordance with this Trust.

     (e) The Trustee may consult with legal counsel and certified public
accountants to be selected by it, and the Trustee shall not be liable for any
action taken or suffered by it in accordance with the advice of such counsel or
accountants.

     (f) The Company shall indemnify and hold harmless the Trustee from and
against any and all damages, losses, claims or expenses as incurred (including
expenses of investigation and fees and disbursements of counsel and of certified
public accountants to the Trustee) arising out of or in connection with the
performance by the Trustee of its duties hereunder, including in connection with
any action taken by a Sub-agent. Any amount payable to the Trustee under Section
9 or this paragraph (f) and not previously paid by the Company shall be paid by
the Company promptly upon demand therefor by the Trustee or, if the Trustee so
chooses in its sole discretion, from the Trust. If the payment is made hereunder
to the Trustee from the Trust, the Trustee shall promptly notify the Company in
writing of the amount of such payment. Upon receipt of such notice, the Company
shall deliver to the Trustee, to be held in the 

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Trust, cash in an amount equal in value to the amount of any payments made from
the Trust to the Trustee pursuant to this paragraph (f). The failure of the
Company to transfer any such amount shall not in any way impair the Trustee's
right to indemnification, reimbursement and payment pursuant to Section 9 or
this paragraph (f).

     (g) The Trustee shall have, without exclusion, all powers conferred on the
Trustee by applicable law, unless expressly provided otherwise herein.

     (h) Notwithstanding any power granted to the Trustee pursuant to this Trust
Agreement or to applicable law, the Trustee shall not have any power that could
give this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code of
1986, as amended.

     3. Capitalized terms not otherwise defined herein shall have the meaning
set forth in the Trust Agreement.

     4. Except as expressly amended hereby, all of the terms and provisions of
the Trust Agreement shall remain unchanged and continue in full force and effect
and the parties hereto shall be entitled to all of the 

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applicable benefits thereof and shall be responsible for all of their respective
obligations thereunder.

     5. On and after the date hereof each reference in the Trust Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Trust Agreement shall mean and be a reference to the Trust Agreement as amended
hereby.

     6. This Amendment may be executed in counterparts, both of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.

     7. This First Amendment shall be construed in accordance with and governed
by the laws of New York, without regard to its conflicts of law principles.

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     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.

                                            GREY ADVERTISING INC.

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

                                            UNITED STATES TRUST COMPANY OF
                                            NEW YORK, Trustee

                                            By: /s/   Harriet Friday Leahy
                                               --------------------------------
                                               Name:  Harriet Friday Leahy
                                               Title: Vice President

Consented and Agreed to
as of the date first above
written

By /s/   Edward H. Meyer
  --------------------------------
  Edward H. Meyer

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