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 July 2003


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

                               1-5 Midford Place
                                 London W1T 5BH
                                    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:    July 10, 2003
<PAGE>


                        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.


                                                                     9 July 2003



Enquiries:

College Hill                                               Tel: +44 207 457 2020
Alex Sandberg
Adrian Duffield
<PAGE>


                                                                    FORM 8.1/8.3

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...9 July 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 ...9 July 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

                                   100,000                        4p

(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) .........Anthony Hayward

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


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 trading 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.

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.