FORM 6 - K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            REPORT OF FOREIGN ISSUER

                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                           For the Month of June 2003

                        CORDIANT COMMUNICATIONS GROUP PLC
                 -----------------------------------------------
                 (Translation of registrant's name into English)

                           121-141 Westbourne Terrace
                                  London W2 6JR
                                     England
                     --------------------------------------
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                      Form 20-F  X           Form 40-F
                                ---                    ---

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                             Yes              No  X
                                 ---             ---

If "Yes" is marked, indicate below the File Number assigned to the registrant in
connection with Rule 12g3-2(b): _________.
<PAGE>

                    FORWARD LOOKING AND CAUTIONARY STATEMENTS

     This  report  contains  certain  "forward  looking  statements"  within the
meaning of the Private Securities Litigation Reform Act of 1995. Generally,  the
words "believe," "may," "will," "estimate," "continue,"  "anticipate," "intend,"
"expect"  and similar  expressions  identify  forward  looking  statements.  The
Registrant  has based these forward  looking  statements  largely on its current
expectations and projections  about future events and financial trends affecting
its business.  These forward looking statements  include statements  relating to
trends in the advertising and marketing  services  industry,  particularly  with
respect to  anticipated  advertising  expenditures  in the  world's  advertising
markets.  Actual  advertising   expenditures  may  differ  materially  from  the
estimates contained therein depending on, among other things, regional, national
and international political and economic conditions,  technological changes, the
availability of media and regulatory regimes in the world's advertising markets.
Additionally,  this  report  contains a number of "forward  looking  statements"
relating to the Registrant's performance.  The Registrant's actual results could
differ  materially  from those  anticipated,  depending  on, among other things,
gains to or losses  from its client  base,  the amount of revenue  derived  from
clients,  the  Registrant's  exposure to changes in the exchange  rates of major
currencies  against the pound  sterling  (because a  substantial  portion of its
revenues  are derived and costs  incurred  outside of the United  Kingdom),  the
general level of advertising  expenditures in the Registrant's  markets referred
to above and the overall level of economic  activity in the  Registrant's  major
markets as discussed above.  The  Registrant's  ability to reduce its fixed cost
base in the short term is limited and therefore its trading  performance  can be
significantly affected by variations in the level of its revenues.
<PAGE>

                                   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, thereunto duly authorized.

                                 CORDIANT COMMUNICATIONS GROUP PLC
                                 (Registrant)

                                 By: /s/  David Hearn
                                    ------------------------------
                                    Title:  Director and Chief Executive Officer

Date:  June 9, 2003
<PAGE>

                                                                       Exhibit 1

                        CORDIANT COMMUNICATIONS GROUP PLC
                                  ("Cordiant")

     Certain directors or officers of Cordiant's subsidiaries have recently sold
their  shares of Cordiant.  The  attached  form has been filed with the Takeover
Panel in the United Kingdom regarding the sale of such shares.

                                                                     6 June 2003

Further enquiries:

Cordiant
Nathan Runnicles                            Tel: +44 (0) 20 7262 4343

College Hill                                Tel: +44 (0) 20 7457 2020
Alex Sandberg
Dick Millard
<PAGE>

Lodge with a RIS or Newstrack and the Takeover Panel. Use separate form for each
class of securities in which dealings have been made.

                                  Date of disclosure...6 June 2003..............

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS

Date of dealing ...5 June 2003.....................................

Dealing in...Cordiant Communications Group plc.............(name of company)

(1)  Class of securities (eg ordinary shares) .......Ordinary shares of 50p each

(2)  Amount bought          Amount sold          Price per unit

                              24,262                  6.5p

(3)  Resultant  total of the same class owned or controlled
     (and  percentage of class)...............Nil...........................( %)

(4)  Party making disclosure ..Cordiant Communications Group plc.....

(5)  EITHER (a)  Name of purchaser/vendor (Note 1) .........Ulrich Veigel
     OR     (b)  If dealing for discretionary client(s), name of fund management
                 organisation
     ...........................................................................

(6)  Reason for disclosure (Note 2)
     (a)  associate of (i)  offeror (Note 3)          `                      NO
                      (ii)  offeree company                                  YES

     Specify which category or categories of associate (1-8 overleaf)....3......

     If category (8), explain...................................................

     ...........................................................................

     (b)  Rule 8.3 (ie disclosure because of ownership or control of
          1% or more of the class of relevant securities dealt in)            NO

Signed, for and on behalf of the party named in (4) above.......................

(Also print name of signatory) .........Denise Williams.........................

Telephone and extension number.........0207 262 4343......x8403.................

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

Note 1.   Specify  owner,  not nominee or vehicle  company.  If  relevant,  also
          identify  controller  of  owner,  eg where an owner  normally  acts on
          instructions of a controller.
Note 2.   Disclosure  might be made for more than one reason;  if so,  state all
          reasons.
Note 3.   Specify which offeror if there is more than one.
Note 4.   When an arrangement exists with any offeror,  with the offeree company
          or with an  associate  of any  offeror  or of the  offeree  company in
          relation to relevant  securities,  details of such arrangement must be
          disclosed, as required by Note 6 on Rule 8.
Note 5.   It  may  be  necessary,   particularly   when  disclosing   derivative
          transactions,  to append a sheet to this  disclosure  form so that all
          relevant information can be given.
Note 6.   In the case of an average price bargain,  each underlying trade should
          be disclosed.

For full  details  of  disclosure  requirements,  see Rule 8 of the Code.  If in
doubt, contact the Panel on Takeovers and Mergers,  Monitoring Section, Tel. No:
020 7638 0129. E-mail:monitoring@disclosure.org.uk
<PAGE>

DEFINITION OF ASSOCIATE

It is not  practicable  to define  associate  in terms which would cover all the
different  relationships  which  may exist in an offer.  The term  associate  is
intended to cover all persons (whether or not acting in concert) who directly or
indirectly own or deal in the shares of an offeror or the offeree  company in an
offer and who have (in addition to their normal  interests as  shareholders)  an
interest or potential interest,  whether commercial,  financial or personal,  in
the outcome of the offer.

Without  prejudice to the generality of the  foregoing,  the term associate will
normally include the following:--

(1)  an  offeror's  or the offeree  company's  parent,  subsidiaries  and fellow
     subsidiaries,  and their associated companies,  and companies of which such
     companies are associated  companies (for this purpose  ownership or control
     of 20% or more of the equity share  capital of a company is regarded as the
     test of associated company status);

(2)  banks  and   financial   and   other   professional   advisers   (including
     stockbrokers)* to an offeror, the offeree company or any company covered in
     (1),  including  persons  controlling#,  controlled  by or  under  the same
     control as such banks, financial and other professional advisers;

(3)  the directors  (together with their close  relatives and related trusts) of
     an offeror, the offeree company or any company covered in (1);

(4)  the pension funds of an offeror, the offeree company or any company covered
     in (1);

(5)  any  investment  company,  unit trust or other person whose  investments an
     associate  manages on a  discretionary  basis,  in respect of the  relevant
     investment accounts;

(6)  a  person  who  owns  or  controls  5% or  more of any  class  of  relevant
     securities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued
     by an offeror or an offeree company,  including a person who as a result of
     any  transaction  owns or controls 5% or more. When two or more persons act
     pursuant to an agreement or  understanding  (formal or informal) to acquire
     or control such  securities,  they will be deemed to be a single person for
     the purpose of this paragraph.  Such securities  managed on a discretionary
     basis by an investment  management  group will,  unless otherwise agreed by
     the  Panel,  also be deemed to be those of a single  person  (see Note 8 on
     Rule 8); and

(7)  a company  having a material  arrangement  with an  offeror or the  offeree
     company.

Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to cover
associate status not within (1)-(7).

(8)  Other.

Notes

* References to a "bank" do not apply to a bank whose sole  relationship  with a
party to an offer is the provision of normal commercial banking services or such
activities  in connection  with the offer as confirming  that cash is available,
handling acceptances and other registration work.

References   to   "financial   and  other   professional   advisers   (including
stockbrokers)",  in  relation  to a  party  to  an  offer,  do  not  include  an
organisation  which has  stood  down,  because  of a  conflict  of  interest  or
otherwise,  from  acting for that  party in  connection  with the offer.  If the
organisation  is to have a  continuing  involvement  with that party  during the
offer,  the Panel  must be  consulted.  Unless the Panel is  satisfied  that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.

# The normal test for whether a person is  controlled  by,  controls or is under
the same control as another  person will be by reference  to the  definition  of
control contained in the Code. There may be other  circumstances which the Panel
will  regard as giving rise to such a  relationship  (eg where a majority of the
equity share capital is owned by another  person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.
<PAGE>

Notes

*    References to a "bank" do not apply to a bank whose sole  relationship with
     a party to an offer is the provision of normal commercial  banking services
     or such  activities in connection with the offer as confirming that cash is
     available, handling acceptances and other registration work.

     References  to  "financial  and  other  professional   advisers  (including
     stockbrokers)",  in  relation  to a party to an offer,  do not  include  an
     organisation  which has stood  down,  because of a conflict  of interest or
     otherwise,  from acting for that party in connection  with the offer if the
     organisation is to have a continuing involvement with that party during the
     offer, the Panel must be consulted.  Unless the Panel is satisfied that the
     involvement is entirely  unconnected  with the offer,  the above  exclusion
     will not normally apply.

#    The normal test for whether a person is controlled by, controls or is under
     the same control as another  person will be by reference to the  definition
     of control  contained in the Code. There may be other  circumstances  which
     the Panel will  regard as giving  rise to such a  relationship  (eg where a
     majority of the equity  share  capital is owned by another  person who does
     not have a majority  of the voting  rights);  in cases of doubt,  the Panel
     should be consulted.