<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                   FORM 10-K/A

         [X]      AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NUMBER 0-7898

                             GREY GLOBAL GROUP INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                  13-0802840
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                 Identification Number)

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

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-546-2000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

      TITLE OF EACH CLASS              NAME OF EACH EXCHANGE ON WHICH REGISTERED
      -------------------              -----------------------------------------
             None                                       None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to the filing
requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes[X] No [ ].

         The aggregate market value of the voting stock held by non-affiliates
of registrant was $720,508,722 as at June 30, 2003.

         The registrant had 1,144,307 shares of its common stock, par value $.01
per share, and 231,140 shares of its Limited Duration Class B Common Stock, par
value $.01 per share, outstanding as at April 15, 2004.

================================================================================
<PAGE>

         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year ended
December 31, 2003 on Form 10-K as set forth in the pages attached hereto:

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ("COMPANY").

         Set forth below is certain information concerning the Company's
directors:

<TABLE>
<CAPTION>
                                                                                                            PERCENT
                                                                                           NO. OF             OF
                                                                                          SHARES OF          VOTES
                                                                              TERM/        VOTING            CAST
                                                                             OFFICE         STOCK             BY
                                                                 DIRECTOR     WILL          OWNED            VOTING
      NAME(a)             AGE             OCCUPATION(b)           SINCE      EXPIRE     BENEFICIALLY(c)      SHARES
---------------------     ---         ----------------------     -------     ------     ---------------      ------
<S>                       <C>         <C>                        <C>         <C>        <C>                  <C>
Victor J.Barnett           71         Former Chairman,             2001        2004           200(e)            -- (f)
                                      Burberry Ltd.

Julian A.Brodsky (d)       70         Vice Chairman, Comcast       2004        2005            --               --
                                      Corporation

Edward H. Meyer            77         Chairman of the Board,       1961        2006       402,801(g)          60.9%
                                      President and Chief
                                      Executive Officer

Daniel S. Shapiro          65         Partner, Schulte Roth &      2002        2005           100(e)            -- (f)
                                      Zabel, LLP, law firm
</TABLE>

-----------------
(a)      There is no family relationship between any director and any other
         director or executive officer of the Company.

(b)      The position of Mr. Meyer is with the Company, and he has served the
         Company for more than the past five years.

         Mr. Brodsky also serves on the boards of directors of Comcast
         Corporation, RBB Fund, Inc. and Amdocs Ltd.

         Mr. Meyer is also a director of Ethan Allen Interiors, Inc. and Harman
         International Industries, Inc.

(c)      Represents beneficial interests in shares of the Company's Common Stock
         and Class B Stock as of April 15, 2004.

(d)      Mr. Brodsky was elected to the Board on April 14, 2004.

(e)      Mr. Barnett owns 200 shares of Common Stock. Mr. Shapiro owns 100
         shares of Common Stock.

(f)      Represents less than 1.0% of the votes entitled to be cast.

(g)      Mr. Meyer beneficially owns 149,158 shares of Common Stock and 135,617
         shares of Class B Stock, approximately 13.0% and 58.7%, of each class,
         respectively. Also includes shares of Common Stock and Class B Stock
         held in the Company's Employee Stock Ownership Plan as to which Mr.
         Meyer exercises shared voting power by virtue of his membership on the
         committee charged with its administration. Also includes shares of
         Common Stock (4.4%) issuable upon exercise of currently exercisable
         stock options owned by Mr. Meyer.

         Directors who are not employees of the Company receive a fee of $4,500
         per quarter and a fee of $4,000 for each meeting of the Board attended.
         Directors who are also employees receive no remuneration for serving on
         the Board. The Company will match, at the request of a Director, on an
         annual basis up to $10,000 in charitable contributions made by each
         non-employee Director. Mr. Barnett has elected not to avail himself of
         this benefit. The Audit Committee, which is comprised of Messrs.
         Barnett, Brodsky and Shapiro, reviews among other things the services
         of the Company's independent auditors, the preparation of the Company's
         financial statements and the maintenance of internal controls by the
         Company. During 2003 the Audit Committee met five times. Each member of
         the Audit Committee who was a member in 2003 attended all of the
         meetings. Each member of the Audit Committee is independent as defined
         in the Nasdaq listing standards. The Audit Committee

                                       2
<PAGE>

         operates pursuant to the Charter of the Audit Committee adopted by the
         Board on March 25, 2004. Mr. Brodsky serves as Chairman of the Audit
         Committee and qualifies as an audit committee financial expert, as that
         term is defined in Item 401(h) of Regulation S-K. Messrs. Barnett and
         Shapiro comprise the Company's Compensation Committee, which is charged
         with overseeing matters relating to senior executive compensation. The
         Company does not have a standing nominating committee. Members of the
         Audit Committee and the Compensation Committee receive $1,000 for
         attendance at each meeting of each such committee which does not fall
         on the same day as a meeting of the Board.

         Information concerning the Company's executive officers is included in
         Part I of this report.

         The Company has adopted the Grey Global Group Inc. Code of Ethics -
         Senior Officers, a copy of which is annexed as an Exhibit to the
         Company's Form 10-K, which applies to the Company's principal executive
         officer, principal financial officer and principal accounting officer.
         Any waiver or amendment of the Code of Ethics will be disclosed on the
         Company's website, www.greyglobalgroup.com, or as otherwise permitted
         under applicable law.

ITEM 11. EXECUTIVE COMPENSATION.

         The following table provides certain summary information concerning
         compensation paid or accrued by the Company to or on behalf of its
         Chief Executive Officer and each of the four other most highly
         compensated executive officers of the Company with respect to the three
         most recently completed fiscal years of the Company:

<TABLE>
<CAPTION>
                                                                                          LONG-TERM
                                                                                         ------------
                                                                                         COMPENSATION
                                                                                         ------------
                                                   ANNUAL COMPENSATION
                                           -------------------------------------
                                                                                       REST.        STOCK     ALL OTHER
        NAME AND POSITION                  YEAR         SALARY(2)      BONUS(2)     STOCK($)(3)   OPTIONS(#)   COMP.(1)
--------------------------------           -----      ------------     ---------    ----------    ---------- -----------
<S>                                        <C>        <C>              <C>          <C>           <C>        <C>
Edward H. Meyer....................        2003       $  3,550,000         --0--       -- 0 --     -- 0 --   $  2,260,453
  Chairman, President and                  2002          3,300,000       450,000       -- 0 --     -- 0 --      1,016,117
  Chief Executive Officer                  2001          3,300,000       225,000       -- 0 --     -- 0 --         72,999

Robert L. Berenson.................        2003       $    625,000     $ 100,000       -- 0 --     -- 0 --   $    123,477
  Vice Chairman,                           2002            625,000     $ 100,000       -- 0 --     -- 0 --        403,906
  General Manager                          2001            625,000       -- 0 --       -- 0 --     -- 0 --         20,263

Steven G. Felsher.................         2003       $    600,000     $ 350,000    $  226,359       300     $    363,913
  Vice Chairman,                           2002            600,000       250,000       210,375       300          312,935
  Chief Financial Officer,                 2001            600,000       125,000       183,450       300            5,035
  Secretary and Treasurer

Neil I. Kreisberg.................         2003       $    550,000     $ 250,000       -- 0 --     -- 0 --   $    163,835
  Group Executive Vice President           2002            437,500       175,000    $   66,650     -- 0 --         88,835
  Executive Managing Director              2001            400,000       150,000       -- 0 --     -- 0 --          5,935

Stephen A. Novick.................         2003       $    825,000     $ 150,000       -- 0 --     -- 0 --   $     20,870
  Vice Chairman,                           2002            825,000       200,000       -- 0 --     -- 0 --        125,870
  Chief Creative Officer                   2001            825,000       125,000       -- 0 --     -- 0 --         12,970
</TABLE>

------------

(1)      All Other Compensation in 2003 includes: (i) contributions of $7,900 in
         2003 to the Company's qualified defined contribution plans on behalf of
         the named executives; (ii) respective insurance premium expense
         coverage or reimbursement of $70,424, $15,577, $6,013, $5,935 and
         $12,970 in 2003, for Messrs. Meyer, Berenson, Felsher, Kreisberg and
         Novick; (iii) accruals in the amounts of $134,000 for Mr. Meyer in 2003
         generally in respect of amounts which would have been allocated to Mr.
         Meyer's accounts under the Company's qualified defined contribution
         programs for such year but for certain limitation determined under the
         Federal tax laws; and (iv) respective allocations under the Company's
         Senior Management Incentive Plan ("SMIP") in 2003 for Messrs. Meyer,
         Berenson, Felsher and Kreisberg of $2,048,500, $100,00, $350,00 and
         $150,000.

(2)      Includes amounts paid into a deferred compensation trust on Mr. Meyer's
         behalf; Mr. Meyer received no bonus for 2003 since most of his variable
         compensation was allocated to SMIP. (See "Certain Relationships and
         Related Transactions.")

(3)      Grant to Mr. Felsher in 2003 of 300 shares of restricted Common Stock
         pursuant to the Company's 1994 Stock Incentive Plan, which restricted
         shares vest at a rate of one-third per year beginning on July 21, 2006.
         As of December 31, 2003 Mr. Felsher owned 2,400 shares of restricted
         Common Stock with a value of $1,639,320.

                                       3
<PAGE>

AGGREGATE OPTIONS EXERCISED IN 2003 AND STOCK OPTION VALUES AS AT DECEMBER 31,
2003(1)

<TABLE>
<CAPTION>
                                                                                                                VALUE OF
                                                                             NUMBER OF                         UNEXERCISED
                                                                            UNEXERCISED                       IN-THE-MONEY
                                                                            OPTIONS AT                         OPTIONS AT
                                     SHARES                              DECEMBER 31, 2003                  DECEMBER 31, 2003
                                    ACQUIRED         VALUE           -------------------------          -------------------------
            NAME                   ON EXERCISE     REALIZED(2)       EXERCISABLE/UNEXERCISABLE          EXERCISABLE/UNEXERCISABLE
----------------------------       -----------     -----------       -------------------------          -------------------------
<S>                                <C>             <C>               <C>                                <C>
Edward H. Meyer ............          --               --                  90,000 / 0                       $40,859,500 / 0
Robert L. Berenson..........          --               --                   5,000 / 0                       $ 2,672,750 / 0
Steven G. Felsher...........          --               --                  4,167/2,233                      $ 1,971,992 /369,794
Neil Kreisberg .............                                                 333/667                        $ 85,931/172,119
Stephen A. Novick...........          --               --                   3,500 / 0                       $ 1,870,925/ 0
</TABLE>

----------------
(1)      All options relate to shares of Common Stock.

(2)      "Value Realized" represents the market price of the Common Stock on the
         date of exercise less the exercise price paid.

OPTION GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                            INDIVIDUAL GRANTS
                            -------------------------------------------------------------------------------
                                                        % OF TOTAL
                                                          OPTIONS
                                NUMBER OF SHARES        GRANTED TO      EXERCISE                  GRANT DATE
                               UNDERLYING OPTIONS        EMPLOYEES        PRICE                     PRESENT
     NAME                          GRANTED(1)             IN 2003       ($/SHARE)    EXP. DATE     VALUE(2)
-----------------              ------------------       -----------     ---------    ---------    -----------
<S>                            <C>                      <C>             <C>          <C>          <C>
Steven G. Felsher                      300                  13.6%       $755.53      1-21-11        $90,348
</TABLE>

----------
(1)      Options granted to acquire Common Stock at market price on the date of
         grant under the Company's 1994 Stock Incentive Plan. These options are
         exercisable at a rate of one-third per year beginning on the initial
         exercise date, which is July 21, 2006.

(2)      Amounts based on the modified Black-Scholes option prices model with
         the following assumptions: exercise price equal to fair market value on
         the date of grant, ten year option term, interest rate of 3.67% and a
         dividend rate of .53%. There is no assurance that value realized by an
         optionee will be at or near the value estimated by this pricing model.
         Should the stock price not rise above the option price, the optionee
         will realize no gain.

SENIOR EXECUTIVE OFFICER POST-EMPLOYMENT COMPENSATION PLAN

         The Senior Executive Officer Post-Employment Compensation Plan provides
that certain qualified officers of the Company and its subsidiaries will be
entitled upon retirement at or after the age of 60 to a lifetime supplemental
pension of a maximum of $60,000 per year depending, in part, upon the date of
retirement. Persons who are executive vice presidents of the Company, or more
senior, or are designated senior executive officers of certain of the Company's
subsidiaries, and who have met certain age and length of service requirements,
and have been designated by the Board of Directors of the Company, are
participants under the plan. In addition, a surviving spouse of a recipient of a
pension under the plan is entitled to an annual pension equal to a maximum of
$30,000, depending, in part, upon the date of retirement of the deceased
participant, for the shorter of such spouse's life and 20 years. Each of the
named executives were participants under the plan. In addition, the Company has
certain understandings whereby certain additional pension amounts may be paid to
Messrs. Berenson, Felsher and Novick. Furthermore, the Company has agreed to
make certain payments ("pension deposits") to a trust established with the
United States Trust Company of New York, which was succeeded as trustee by HSBC
Bank USA in 2003, which would be used to fund a pension obligation to be
payable to Mr. Meyer over the eleven year period following the normal
expiration of his current employment agreement ("pension period"). Annual
pension deposits of $740,600 are to be made through 2004 contingent on Mr.
Meyer's continued employment. The amount of the pension to be paid to Mr. Meyer
will be dependent on, and be limited to, the funds in the trust during the
pension period. In addition, upon termination of Mr. Meyer's employment prior
to the commencement of the pension period or upon his death, any undistributed
funds in the trust would be paid to Mr. Meyer or his estate, as the case may
be, in satisfaction of any future obligations with respect to this pension.

                                       4
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         As of April 15, 2004 the Company had outstanding 1,144,307 shares of
Common Stock and 231,140 shares of Class B Stock. Set forth below is information
to the knowledge of the Board of Directors as of April 15, 2004, concerning the
beneficial ownership of shares of Common Stock or Class B Stock by the executive
officers named in the executive compensation table, executive officers and
directors as a group and stockholders reporting record or beneficial ownership
of more than 5% of the Company's outstanding Shares of Common Stock or Class B
Stock. Information concerning beneficial ownership of shares of Common Stock or
Class B Stock by individual non-employee directors is set forth in the table
under Item 10 with information about the directors. The address for each of the
executive officers named below is 777 Third Avenue, New York, New York 10017.

<TABLE>
<CAPTION>
                                                                       AMOUNT OF SHARES
                                                                         AND NATURE OF
                                   NAME AND ADDRESS OF RECORD            BENEFICIAL OR         PERCENTAGE
      TITLE OF CLASS                   OR BENEFICIAL OWNER             RECORD OWNERSHIP         OF CLASS
--------------------------    ------------------------------------     ----------------        ----------
<S>                           <C>                                      <C>                     <C>
Common Stock..............    Edward H. Meyer                              199,158(a)             16.7

                              Ariel Capital Management, Inc.               389,652(b)             34.1
                              200 E. Randolph Drive
                              Chicago, Illinois 60601

                              Brookside Capital Partners Fund, L.P.         84,002(c)              7.3
                              111 Huntington Avenue
                              Boston, Massachusetts 02199

                              Tweedy, Browne Company LLC                    59,022(d)              5.2
                              350 Park Avenue
                              New York, New York 10022

                              Robert L. Berenson                             5,968(e)               --(f)

                              Steven G. Felsher                             10,519(e)               --(f)

                              Neil I. Kreisberg                                874(e)               --(f)

                              Stephen A. Novick                              3,500(e)               --(f)

                              All executive officers and                   233,505(g)             19.3
                              directors as a group

Class B Stock.............    Edward H. Meyer                              135,617(a)             58.7

                              The committee administering the               56,944(h)             24.6
                              Company's Employee Stock
                              Ownership Plan
                              777 Third Avenue
                              New York, New York 10017

                              Jerry Green                                   12,100(i)              5.2
                              c/o Union Securities, Inc.
                              Two Pershing Square
                              2300 Main Street
                              Kansas City, MO  64108

                              Robert L. Berenson                             1,162                  --(f)

                              Steven G. Felsher                              1,950                  --(f)

                              Neil I. Kreisberg                                793                  --(f)

                              All executive officers and                   196,466(g)             85.0
                              directors as a group
</TABLE>

-----------
(a)      Includes shares of Common Stock issuable upon exercise of stock options
         which are currently exercisable (after giving effect to the assumed
         exercise thereof). Does not include shares of Common Stock (1.0% of
         such class) and of Class B Stock (24.6%) held in the Company's Employee
         Stock Ownership Plan as to which Mr. Meyer exercises shared voting
         power by virtue of his membership on the committee charged with its
         administration. Does not include shares of Common Stock and Class B
         Stock held in trust for Mr. Meyer's children.

                                       5
<PAGE>

(b)      Information based on the Company's understanding of publicly filed
         material. Ariel Capital Management, Inc., a registered investment
         advisor, together with a related entity, on behalf of its clients, has
         sole dispositive and voting power with respect to the shares listed.

(c)      Information based on the Company's understanding of publicly filed
         material. Brookside Capital Partners Fund, L.P., a registered
         investment advisor, together with related entities, on behalf of its
         clients, has sole or shared dispositive and voting power with respect
         to the shares listed.

(d)      Information based on the Company's understanding of publicly filed
         material. Tweedy, Browne Company LLC, a registered investment advisor,
         on behalf of its clients, has been a long-term investor in the Company,
         has sole or shared dispositive and voting power with respect to the
         shares listed.

(e)      Includes options exercisable within 60 days for each Messrs. Berenson,
         Felsher, Kreisberg and Novick of 5,000, 4,834, 667, and 3,500
         respectively. Does not include shares of Common Stock (1.0% of such
         class) and of Class B Stock (24.6%) held in the Company's Employee
         Stock Ownership Plan as to which Mr. Felsher exercises shared voting
         power by virtue of his membership on the committee charged with its
         administration.

(f)      Represents less than 1.0% of the outstanding shares of Common Stock and
         Class B Stock, respectively.

(g)      Includes Common Stock options exercisable by the executive officers
         within 60 days and shares of Common Stock (1.0% of such class) and of
         Class B Stock (24.6%), as the case may be, as to which certain
         executive officers exercise shared voting power by virtue of their
         membership on the committee administering the Company's Employee Stock
         Ownership Plan.

(h)      The committee which administers the Company's Employee Stock Ownership
         Plan exercises voting power over shares held in such plan, and is
         comprised of Messrs. Meyer and Felsher.

(i)      Information based on the Company's understanding of publicly filed
         material. Jerry Green, an investor in the Company, has sole voting and
         dispositive power with respect to the shares listed.

         EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                                                  Number of Securities Remaining
                                        Number of Securities to be    Weighted-Average Exercise    Available For Future Issuance
                                         Issued Upon Exercise of         Price of Outstanding        Under Equity Compensation
                                      Outstanding Options, Warrants     Options, Warrants and     Plans (excluding Securities in
       Plan Category                            And Rights                    Rights                         Column (a))
       -------------                            ----------                    -----                         -----------
                                                   (a)                         (b)                                (c)
<S>                                   <C>                             <C>                         <C>
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS.......

1994 Stock Incentive Plan                        162,824                      $281.00                        251,914

Senior Management Incentive Plan                  12,486                        n/a                          173,925

EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS.......                -0-                          n/a                            -0-

Total..............................              175,310                      $281.00                        425,839
                                                 =======                      =======                        =======
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During 1996, pursuant to an earlier employment arrangement with Mr.
Berenson, the Company loaned Mr. Berenson $700,000, $200,000 of which was
forgiven by the Company in early 2002 and $500,000 of which is forgivable by the
Company dependent on Mr. Berenson's continued employment through 2004. In
addition, in 1999 the Company agreed with Mr. Berenson that upon a change in
control of the Company and the involuntary termination of Mr. Berenson's
employment or material diminution of his status resulting in him terminating his
employment, he shall be entitled to continued salary for one year following such
event and the immediate vesting of all of his currently-held theretofore
unvested stock options and allocations under SMIP, and the forgiveness of his
outstanding loans detailed above.

                                       6
<PAGE>

         The Company has an employment agreement with Mr. Felsher providing for
his continued employment with the Company through July 21, 2005. The agreement
also provides for an annual salary of $600,000 for Mr. Felsher's services, and
for the annual grant of 300 shares of restricted stock and options to acquire
300 shares of Company stock at the then pertaining market value. In addition, in
the event Mr. Felsher's employment is terminated without cause or good reason he
shall be entitled to a payment equal to the greater of his principal annual
aggregate compensation multiplied by 1.4 and the amounts which would have been
paid during the then remainder of his agreement. In such event, as well, all of
Mr. Felsher's unvested benefits under Company plans will vest.

         The Company has arrangements with each of Messrs. Berenson, Felsher and
Novick which provide for the deferral of any compensation to the extent
necessary to preserve the tax deductibility of such compensation under Section
162(m) of the Internal Revenue Code ("Section 162(m)").

         The Company has an employment agreement with Mr. Meyer, which provides
for Mr. Meyer's employment with the Company through December 31, 2004. The
agreement also provides for a minimum annual salary of $3,650,000 for Mr.
Meyer's services as Chief Executive Officer. If the Company terminates Mr.
Meyer's full-time employment as Chief Executive Officer without cause (as
defined in the agreement), or if Mr. Meyer effects such termination due to a
change of control of the Company or other good reason specified in the
agreement, Mr. Meyer will receive $3,000,000 in consideration of his employment.
The agreement further provides that the Company will defray premiums on life
insurance policies on Mr. Meyer's life payable to a beneficiary designated by
him; the Company paid $35,053 in premiums in respect of these policies in 2003.
The employment agreement also provides that Mr. Meyer may, for a period
subsequent to his termination of full-time employment as Chief Executive
Officer, provide the Company with consulting services for compensation at the
rate of $10,000 per month. If the Company terminates Mr. Meyer's full-time
employment as Chief Executive Officer without cause, or if Mr. Meyer effects
such termination due to a change in control of the Company or for other good
reason, Mr. Meyer will receive a lump sum payment equal to his then current
aggregate remuneration multiplied by the greater of the number of years
remaining in the term of the employment agreement and the number three. In such
event, Mr. Meyer will also have an option to sell to the Company each share of
the Common Stock and the Class B Stock which he then owns at the per share
market value of the Common Stock. Mr. Meyer's agreement also provides that,
(subject to reduction or suspension in the event Mr. Meyer becomes disabled or
is in breach of his agreement) following his termination of employment, the
Company will, among other things, provide Mr. Meyer for the remainder of his
life, with an office and related office staff and facilities and, for a period
of five years, the continued use of a car and driver. The Company has also
agreed to reimburse Mr. Meyer for certain business expenses incurred by him
during the five year period following termination of his employment of up to
$100,000 per year, with such amount being adjusted for increases in the consumer
price index until the date of termination of his employment. During such five
year period, Mr. Meyer has also been charged with the responsibility of
overseeing a certain portion of the Company's charitable contributions and,
thus, will see to the contribution to charities of $100,000 per year of the
Company's funds.

         Mr. Meyer's employment agreement also provides for the deferral of
certain compensation otherwise payable to him and the payment of such deferred
compensation into a trust established with United States Trust Company of New
York, which was succeeded as trustee by HSBC Bank USA in 2003. The purpose of
the trust arrangement is to enhance the Company's ability to deduct compensation
paid to Mr. Meyer without the application of Section 162(m) at such times as the
monies are paid to Mr. Meyer from the trust. Section 162(m), under certain
circumstances, denies a tax deduction to an employer for certain compensation
expenses in excess of $1,000,000 per year paid by a publicly-held corporation to
certain of its executives. For 2003 all W-2 compensation attributable to Mr.
Meyer in excess of $1,000,000 was deferred and paid into the trust. In 2004, and
subsequent years, such compensation as shall be timely elected by Mr. Meyer
shall be deferred and paid into the trust provided that no such election or
failure to elect shall cause any compensation paid to Mr. Meyer to be
non-deductible by reason of Section 162(m). Amounts deferred and paid into the
trust shall be paid to Mr. Meyer or to his estate, as the case may be, upon the
expiration of Mr. Meyer's employment agreement, or the termination of his
employment by reason of death or disability. For the purpose of the presentation
of Mr. Meyer's compensation in the Summary Compensation Table hereinabove
provided, the amounts deferred and paid into the trust are deemed having been
paid to Mr. Meyer.

         In 1983, the Company sold and issued $3,025,000 principal amount of its
8-1/2% Convertible Subordinated Debentures, due December 31, 2003, to Mr. Meyer
in consideration of a purchase price of equal amount, of which $25,000 was paid
in cash and the remainder by delivery of Mr. Meyer's long-term 9% full recourse
promissory note in the principal amount of $3,000,000, due December 31, 2004.
The Debentures were converted on December 31, 2003 into 25,564 shares of Common
Stock and 25,564 shares of Class B Stock in accordance with their terms. During
1992, Mr. Meyer exercised certain stock options which had been granted to him in
1984, and, in connection therewith pursuant to the stock option agreement,
issued to the Company his promissory note in the amount of $3,169,690,
representing the exercise price in excess of the par value of the shares issued
on exercise, which amount was paid in cash, and his promissory note in the
amount of $2,339,998, representing the amount of tax required to be withheld in
connection with such option exercise (collectively the "Stock Option Notes"). In
November 2001, the Company, extended the maturity dates of the Stock Option
Notes, which had originally been scheduled to mature in December

                                       7
<PAGE>

2001, by having Mr. Meyer deliver replacement promissory notes ("Replacement
Notes") which mature in December 2006. The interest rate pertaining to both the
Stock Option Notes and the Replacement Notes is the Applicable Federal Rate set
by the Internal Revenue Service on the date of issue, and is 6.06% and 3.93%
respectively. In addition, on January 5, 2004, Mr. Meyer exercised an option
granted to him in 1995 in respect of 40,000 shares of Common Stock, and, in
connection therewith, delivered to the Company 21,090 shares of Common Stock
owned by him in satisfaction of the exercise price of $5,940,000 and the tax
withholding obligations arising in connection with such exercise. Mr. Meyer also
paid to the Company the aggregate amount of $781,490.90 representing all of the
principal and interest outstanding pursuant to the long-term 9%, full recourse
promissory notes delivered to the Company in connection with Mr. Meyer's
purchase of shares of Series I Preferred Stock, Series II Preferred Stock and
Series III Preferred Stock (collectively, the "Preferred Stock"). On April 7,
2004, the Company redeemed all of Mr. Meyer's Preferred Stock in accordance with
their terms at a redemption price of $12,041,522.

         If Mr. Meyer had been terminated effective December 31, 2003 under
circumstances which would have resulted in payment of the special severance
detailed in the foregoing description of his agreement, the amount then payable
to him would have been $32,937,600. Other than pursuant to the loans described
above in connection with Mr. Meyer's securities and Mr. Berenson's arrangements,
no executive named above is indebted to the Company for more than $60,000.
Certain key employees of the Company, including the named executives and certain
members of their immediate families ("Beneficiaries"), entered into the Voting
Trust Agreement, as amended in 1987 and 1994, pursuant to which the
Beneficiaries deposited and agreed to deposit the shares of Common Stock and
Class B Stock owned or acquired by them into a voting trust. The trust
terminated in accordance with its terms on March 21, 2004, and as such Mr. Meyer
is no longer the Voting Trustee and may no longer be deemed to beneficially own,
solely in his capacity as Voting Trustee, shares of Common Stock or Class B
Stock that were deposited in the trust. The Company has entered into
indemnification agreements with members of the Board of Directors and certain
executive offices (including Messrs. Meyer and Felsher), providing, generally,
for the fullest indemnification permitted by law.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following table summarizes the aggregate fees billed by Ernst &
Young LLP, the Company's independent auditor, for services rendered for the
years ended December 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                      2003           2002
                                                  -----------    ------------
<S>                                               <C>            <C>
Audit fees.....................................   $ 4,497,941    $  3,820,548
Audit related fees.............................       696,056         245,982
Tax fees.......................................     1,020,326       2,129,541
All other fees ................................        85,794          12,224
         TOTAL.................................   $ 6,300,118    $  6,208,295
                                                  -----------    ------------
</TABLE>

         The amount shown for Audit fees includes professional services rendered
for the audit by Ernst & Young, LLP of Company's annual financial statements for
2003 and 2002, and the reviews by Ernst & Young, LLP of the Company's financial
statements included in its Quarterly Reports on Form 10-Q during 2003 and 2002,
and Registration Statements on Form S-8.

         The amount shown for Audit related fees includes services related to
employee benefit plan audits, review of inter-company processes and the issuance
of Company debentures.

         The amount shown for Tax fees includes services related to professional
services performed with respect to tax compliance, tax advice and tax planning
services.

         The Audit Committee adopted a policy which sets forth the procedures
and the conditions pursuant to which non-audit services proposed to be performed
by Ernst & Young LLP may be pre-approved. Unless a type of service to be
provided received general pre-approval pursuant to the policy, it will require
specific pre-approval by the Audit Committee. Any proposed services exceeding
pre-approved cost levels or budgeted amounts will also require specific
pre-approval by the Audit Committee.

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<PAGE>

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      List the following documents filed as part of the report:

(3)      Exhibits:

                  31.03          Certification of CEO Pursuant to Section 302 of
                                 the Sarbanes-Oxley Act of 2002.

                  31.04          Certification of CFO Pursuant to Section 302 of
                                 the Sarbanes-Oxley Act of 2002.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               GREY GLOBAL GROUP INC.
                                               (Registrant)

                                               By: /s/   STEVEN G. FELSHER
                                               ---------------------------
                                                   Steven G. Felsher
                                                   Vice Chairman,
                                                   Principal Financial Officer,
                                                   Secretary and Treasurer

                                               Dated: April 29, 2004

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