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 May 2002


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

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

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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.

INCORPORATION BY REFERENCE

          This report shall be deemed to be incorporated by reference into the
prospectus forming a part of the Registrant's Registration Statement on Form F-3
(No. 333-46570) and to be a part of such prospectus from the date on which this
report is furnished, to the extent not superseded by documents or reports
subsequently filed or furnished.


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                                   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/  Michael Bungey
                                           ----------------------------------
                                           Title:  Director and Chief Executive
                                                   Officer

Date:  May 17, 2002
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                                                                       Exhibit 1



                        CORDIANT COMMUNICATIONS GROUP PLC
                                  ("Cordiant")


                               NOTIFIABLE HOLDINGS



Cordiant was notified on 17 May 2002 that CGNU plc has a holding of 33,161,741
Ordinary shares, of which 33,137,722 Ordinary shares are held by its subsidiary
Morley Fund Management Ltd, representing 8.15% of the issued share capital of
the Company.



                                                                     17 May 2002




Enquiries:


Cordiant                                                  Tel:  +44 207 262 4343
Nathan Runnicles


College Hill                                              Tel:  +44 207 457 2020
Alex Sandberg
Dick Millard