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 19, 2003
<PAGE>

                                                                       Exhibit I

                        CORDIANT COMMUNICATIONS GROUP PLC

                                  ("Cordiant")

                               NOTIFIABLE HOLDINGS

Cordiant was notified on 16 June 2003 that Active Value Fund Managers Limited
has a holding of 69,888,099 Ordinary shares, representing 16.70% of the issued
share capital of the Company.

                                                                    16 June 2003

Enquiries:
Cordiant                                                Tel: +44 207 262 4343
Nathan Runnicles

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

                                                                      Exhibit II

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO AUSTRALIA OR JAPAN

WPP Group plc                                  Cordiant Communications Group plc
19 June 2003

                               WPP GROUP PLC AND
                       CORDIANT COMMUNICATIONS GROUP PLC

                  RECOMMENDED PROPOSED ACQUISITION OF CORDIANT

The boards of WPP and  Cordiant  announce  the terms of a  recommended  proposed
acquisition of Cordiant by means of a scheme of arrangement under section 425 of
the Companies Act 1985.

>    WPP is to offer New WPP Shares in  exchange  for  Cordiant's  issued  share
     capital. The Proposal values the entire issued share capital of Cordiant at
     approximately  (pound)10.0 million and each Cordiant Share at approximately
     2.4 pence, based on the closing mid-market price of 491 pence per WPP Share
     on 18 June 2003.

>    WPP has acquired the majority of Cordiant's  Debt at par value from all but
     one of Cordiant's  Former  Lenders.  No payment has been or will be made to
     these  Former  Lenders  who have sold their debt to WPP in respect of their
     entitlement to make-whole and certain other payments,  currently  estimated
     to be approximately  (pound)20 million. The par value of the total Cordiant
     Debt,  comprising  both  the  Acquired  Debt  and the  Remaining  Debt,  is
     approximately (pound)256 million.

>    The  Proposal is  unanimously  recommended  by the board of  Cordiant,  the
     directors  of which have  irrevocably  undertaken  to vote in favour of the
     resolutions  required  to give effect to the Scheme in respect of their own
     beneficial holdings of 656,294 Cordiant Shares.

>    The board of WPP expects the  transaction  to be earnings  enhancing in the
     first full financial year following completion of the Acquisition*.

>    The Scheme  Document  is  expected  to be posted to  Cordiant  Shareholders
     before the end of June 2003. The Cordiant shareholder meetings are expected
     to be held in late July 2003 and the  Scheme to become  effective  in early
     August 2003.

>    WPP  intends,   subject  to  market  conditions,   to  raise  approximately
     (pound)100 million through a placing of new WPP shares.

>    Cordiant will today issue a circular to Cordiant Shareholders notifying its
     intention  to cancel the  listing of the  Cordiant  Shares with effect from
     8.00 a.m. on 16 July 2003.

>    Goldman Sachs  International  and HSBC are advising WPP in connection  with
     the Proposal.

>    UBS Investment Bank is advising Cordiant in connection with the Proposal.

*This statement should not be interpreted as meaning that the earnings per share
of WPP,  following the Acquisition,  will necessarily  exceed those for the year
ended 31 December 2002.

                                       1
<PAGE>

Commenting on the Proposal Sir Martin Sorrell, Group Chief Executive of WPP,
said:

"The  acquisition  of  Cordiant  will  make  an  important  contribution  to our
long-term  strategic goals . particularly in marketing services and expansion in
Asia. Given that our approach has been widely welcomed by Cordiant's clients, we
also believe that a merger with WPP promises both  stability and  opportunity to
Cordiant's clients and people."

David Hearn, Chief Executive Officer of Cordiant, said:

"The directors of Cordiant  believe that Cordiant will have a sound future under
the ownership of WPP. In the light of current  circumstances,  Cordiant believes
that this Proposal  provides the best outcome that is capable of being  achieved
for shareholders."

This summary  should be read in  conjunction  with the full text of the attached
announcement.

A conference call briefing for investment analysts will be held at 10.30 a.m. on
19 June 2003. Dial-in details are available from Buchanan  Communications on 020
7466 5000.

Enquiries:

Cordiant            020 7262 4343            UBS Investment Bank   020 7567 8000
David Hearn                                  Jonathan Rowley
Andy Boland                                  John Woolland

College Hill       020 7457 2020
Alex Sandberg
Adrian Duffield

                         WPP     020 7408 2204
                         Sir Martin Sorrell
                         Paul Richardson
                         Chris Sweetland

Goldman Sachs International                  HSBC
020 7774 1000                                Rupert Faure Walker   020 7992 2101
Richard Campbell-Breeden                     Nigel Medhurst        020 7992 2317
Stuart Cash

                         Buchanan Communications     020 7466 5000
                         Richard Oldworth
                         Mark Edwards

                                       2
<PAGE>

Goldman Sachs International is acting for WPP and no one else in connection with
the Proposal and will not be  responsible to anyone other than WPP for providing
the  protections  afforded  to  clients of Goldman  Sachs  International  or for
providing advice in relation to the Proposal.

HSBC is acting for WPP and no one else in connection  with the Proposal and will
not be  responsible  to anyone  other  than WPP for  providing  the  protections
afforded to clients of HSBC or for providing advice in relation to the Proposal.

UBS  Investment  Bank is acting for Cordiant and no one else in connection  with
the  Proposal  and will not be  responsible  to anyone  other than  Cordiant for
providing  the  protections  afforded to clients of UBS  Investment  Bank or for
providing advice in relation to the Proposal.

This  press  announcement  does not  constitute  an offer  or an  invitation  to
purchase any  securities or a  solicitation  of an offer to buy any  securities,
pursuant to the Proposal or otherwise.  The New WPP Shares to be issued pursuant
to the Scheme have not been and will not be  registered  under the US Securities
Act of 1933, as amended (the  Securities  Act) nor under the securities  laws of
any state of the United  States but are intended to be issued to persons  within
the United States pursuant to the exemption from the  registration  requirements
of the  Securities Act provided by Section  3(a)(10) of the  Securities  Act. In
addition, no steps have been taken, nor will any be taken, to enable the New WPP
Shares to be offered in compliance with the applicable  securities laws of Japan
and no prospectus in relation to the New WPP Shares has been, or will be, lodged
with or registered  by the  Australian  Securities  and  Investment  Commission.
Accordingly,  the New WPP Shares may not be offered, sold, transferred,  resold,
delivered or distributed,  directly or indirectly, in or into Japan or Australia
(except  in  transactions  exempt  from  or  not  subject  to  the  registration
requirements of the relevant securities laws of Japan or Australia).

This press announcement contains certain  forward-looking  statements within the
meaning  of Section  21E of the US  Securities  Exchange  Act of 1934 and the US
Private Securities Litigation Reform Act of 1995. Generally, believe, may, will,
estimate, continue,  anticipate, intend, expect and similar expressions identify
forward-looking  statements  relating  to  expectations,  beliefs,  projections,
future  plans  and  strategies,   anticipated   events  or  trends  and  similar
expressions concerning matters that are not historical facts, including, without
limitation,  WPP's  expectations  about earnings from the proposed  transaction.
These forward-looking statements reflect WPP's current views about future events
and  are   subject  to  risks,   uncertainties,   assumptions   and  changes  in
circumstances  that may cause WPP's actual results to differ  significantly from
those  expressed in any  forward-looking  statement.  Certain factors that could
cause actual results to differ  materially from expected  results include delays
in completing  the Proposal,  difficulties  in  integrating  Cordiant into WPP's
operations,  and changes in global economic,  business,  competitive  market and
regulatory factors. For more information regarding risk factors relevant to WPP,
please  see  WPP's  filings  with the US  Securities  and  Exchange  Commission,
including its most recent annual report on Form 20-F.

Cordiant  has  based  its  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 about the
completion  of the  proposed  transaction,  which is subject to  conditions  and
uncertainties, including those described in this press announcement, and many of
which are beyond Cordiant's ability to control or predict. These forward-looking
statements  also 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 press
announcement   contains   forward-looking   statements  relating  to  Cordiant's
performance.  Cordiants  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,  Cordiant'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
Cordiant's  markets referred to above and the overall level of economic activity
in Cordiant's major markets as discussed above. Cordiant's

                                       3
<PAGE>

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.

WPP and Cordiant do not intend,  and disclaim any duty or obligation,  to update
or revise any industry  information or  forward-looking  statements set forth in
this press announcement to reflect new information, future events or otherwise.

As regards  persons not  resident in the United  Kingdom,  the  Proposal  may be
affected by the laws of the  relevant  jurisdictions  in which they are located.
Persons who are not  resident in the United  Kingdom  should  inform  themselves
about, and observe, any applicable requirements.

Stabilisation/FSA

Appendix  II  contains  the  definitions  of  certain  terms  used in this press
announcement.

                                       4
<PAGE>

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO AUSTRALIA OR JAPAN

WPP Group plc                                  Cordiant Communications Group plc
19 June 2003

                               WPP GROUP PLC AND
                       CORDIANT COMMUNICATIONS GROUP PLC

                  RECOMMENDED PROPOSED ACQUISITION OF CORDIANT

1.   Introduction

The boards of WPP and  Cordiant  announce  the terms of a  recommended  proposed
acquisition of Cordiant by means of a scheme of arrangement under section 425 of
the Companies Act 1985.

2.   Outline of the Proposal

Under the Proposal,  which will be subject to the  conditions  and further terms
set out in Appendix I and in the Scheme  Document,  WPP will  acquire the entire
issued  ordinary  share  capital of Cordiant.  Cordiant  Shareholders  will,  in
consideration, receive New WPP Shares on the following basis:

          One New WPP Share                  for every 205 Cordiant Shares

Based on the  closing  mid  market  price of 491  pence per WPP Share on 18 June
2003,  the  Proposal  values the entire  issued  share  capital of  Cordiant  at
approximately  (pound)10.0  million and each Cordiant Share at approximately 2.4
pence.

WPP has entered into a Debt  Transfer  Agreement  with all but one of Cordiant's
Former  Lenders,  under which WPP has purchased the Acquired Debt for (pound)177
million,  being an amount equal to the par value of the obligations  outstanding
at the date of the agreement. The remaining Lender has retained its debt holding
in Cordiant with a par value of approximately  (pound)79 million.  The aggregate
par  value  of the  Acquired  Debt  and  the  Remaining  Debt  is  approximately
(pound)256 million.

The  implementation  of  the  Scheme  will  require  the  approval  of  Cordiant
Shareholders  at the  Court  Meeting  and at the  Cordiant  EGM,  as well as the
sanction of the Scheme by the Court.

Upon  the  Scheme  becoming  effective,  it  will  be  binding  on all  Cordiant
Shareholders, irrespective of whether or not they attend or vote at any meetings
of Cordiant Shareholders held for the purpose of approving the Scheme.

The Scheme Document is expected to be posted to Cordiant Shareholders before the
end of June 2003. The Cordiant  shareholder  meetings are expected to be held in
late July 2003 and,  subject to the  approval of Cordiant  Shareholders  and the
sanction  of the Court,  the Scheme is  expected  to become  effective  in early
August 2003.

The conditions to which the Scheme will be subject are set out in Appendix I.

                                       5
<PAGE>

3.   Background to the Proposal and reasons for Cordiant Shareholders to accept

The  board of  Cordiant  has been  carefully  considering  a range of  strategic
alternatives  since the end of April  and,  in the light of  Cordiant's  current
circumstances,  believes  that the  Proposal  provides  the best outcome that is
capable  of  being  achieved  for  Cordiant  Shareholders.  In  the  opinion  of
Cordiant's  d+-irectors,  the  acquisition  of Cordiant by WPP also provides the
best future for Cordiant's clients and staff.

No payment  has been or will be made to the Former  Lenders  who have sold their
debt to WPP in respect of their  entitlement  to  make-whole  and certain  other
payments which in aggregate total approximately (pound)20 million. Nevertheless,
the Proposal offers Cordiant Shareholders an opportunity to receive some value.

Background

Against a rapidly deteriorating industry background, Cordiant had to renegotiate
its financing arrangements in April 2002. During the course of 2002, in addition
to the negative  impact on revenues  from the  reduction  in global  advertising
spending,  Cordiant  lost two of its  largest US clients,  Hyundai and  Wendy's.
Significant  management  action was taken to restructure the Cordiant Group, and
to reduce costs  substantially,  in order to create a structure better suited to
the difficult market conditions.  However,  despite achieving some important new
business wins in the final quarter of 2002, the Group has suffered  further loss
of clients in 2003.

In February 2003,  Cordiant was obliged to re-open  discussions with its Lenders
to  renegotiate  its  financial  covenants.  At that  point the  Cordiant  board
announced a programme of non-core disposals to reduce debt. Cordiant expected to
agree new  financing  terms with the  Lenders  during  the  spring and  intended
thereafter  to raise new equity to  establish a firm  financial  footing for the
business.

By the end of April 2003  Cordiant was well  advanced in agreeing new  financing
terms with its Lenders.  At this time Cordiant was notified that Allied  Domecq,
the second  largest of its global  clients,  was  terminating  its contract with
Cordiant with effect from October 2003.  This will have a substantial  impact on
operating  profit  from  2004  onwards.  Cordiant  immediately  re-entered  into
discussions with its Lenders to secure new short term financing and to determine
a new plan to address its longer term financing needs.

The quality of Cordiant's  work continues to be regarded  highly.  However,  the
overriding concerns of many clients have been Cordiant's financial condition and
whether it can retain the critical mass required to service their  businesses in
the future.  As a result of these concerns,  several of Cordiant's major clients
have made known their clear  preference that Cordiant should align with a strong
industry partner.

Strategic review

Since the end of April 2003,  the Cordiant  board has been  reviewing a range of
strategic  alternatives,  including  the issue of new equity,  a debt for equity
swap,  further asset disposals and the sale of the entire business.  This review
has  concluded  that,  in light of the  increasing  difficulty  in  winning  new
business  and  retaining  revenue  from  existing  clients  and of the  views of
Cordiant's  Lenders and leading  clients,  the best  interests  of Cordiant  are
likely to be served

                                       6
<PAGE>

through a combination  with a major  industry  player.  In the absence of such a
transaction,  the  directors of Cordiant  believe that it would become even more
difficult to retain Cordiant's clients and staff. The uncertain revenue outlook,
and the requirement for the continued  support of its Lenders,  led the board of
Cordiant  to the view that there was  insufficient  certainty  of  achieving  an
acceptable  return to  shareholders to justify seeking to raise the large amount
of new  equity  capital  that  would have been  required  to rectify  Cordiant's
financial position.

As a result,  discussions  have taken place with all of the major agency  groups
and others.  It has become clear that no prospective  purchaser would be willing
to assume the full level of secured debt,  including  entitlements to make-whole
and other  payments,  within the  Cordiant  Group,  leaving  the  prospect  that
Cordiant  Shareholders  would have received no payment at all.  Nevertheless the
board  of  Cordiant  has  achieved  an  outcome  that  provides  some  value  to
shareholders.

Conclusions and recommendation of the Cordiant board

Cordiant has many excellent businesses and employees,  producing highly regarded
work for its clients.  There is a strong fit between Cordiant's and WPP.s client
bases and the board of Cordiant  believes that Cordiant will have a sound future
under the ownership of WPP.

In the light of Cordiant's current circumstances and of the factors mentioned in
this  announcement,  the board of  Cordiant,  which has been so  advised  by UBS
Investment Bank,  considers the terms of the Proposal to be fair and reasonable.
In providing advice to the directors of Cordiant,  UBS Investment Bank has taken
into account the Cordiant directors'commercial assessments.

The directors of Cordiant  believe that the  implementation  of the Scheme is in
the best interests of Cordiant Shareholders as a whole and unanimously recommend
Cordiant  Shareholders  to vote in favour of the  resolutions  to implement  the
Scheme to be proposed at the Court  Meeting and the  Cordiant  EGM, as they have
irrevocably  undertaken to do in respect of their aggregate  beneficial holdings
amounting to 656,294 Cordiant Shares.

The Cordiant Group is currently  able to pay its debts as they fall due.  Should
Cordiant  Shareholders not approve the Scheme or the Scheme not become effective
for other reasons,  Cordiant would remain dependent on the continued  support of
its  Lenders.  If such  support  is  withdrawn,  and if  additional  sources  of
financing are not made available to Cordiant, it is likely that an administrator
or administrative  receiver would be appointed in respect of Cordiant.  In these
circumstances,  Cordiant  Shareholders  would be highly  unlikely to receive any
value for their shares.

4.   WPP rationale for the Proposal

The board of WPP is committed to delivering added value to clients, shareholders
and employees by continuing to be a significant player in the global advertising
and marketing  services  industry.  This will be achieved by providing local and
multi-national  clients with  comprehensive  solutions to reach their customers,
build their brands,  enhance their market position and develop  superior service
capabilities in a cost-effective manner.

                                       7
<PAGE>

The board of WPP continues to believe that strengthening the service offering of
each of its agency  networks and enhancing its  geographic  reach is critical to
providing clients with advertising and marketing services solutions.

The integration of Cordiant into WPP is expected to:

>    strengthen relationships with key multi-national and local clients;

>    add Cordiant's  acknowledged  strength in Asia to help meet WPP's strategic
     goal of having one third of its business in Asia Pacific and Latin America;

>    strengthen WPP's offering in quantitative  aids to decision making with the
     addition of the 141 Worldwide businesses to WPP's existing position in CRM,
     direct and interactive marketing;

>    enhance WPP's position in the fast growing area of healthcare marketing and
     advertising through the acquisition of the Healthworld network; and

>    through the  acquisition of Fitch give WPP an additional  strong network in
     the  area  of  branding  &  identity,  adding  to  WPP's  existing  brands,
     Enterprise IG and Landor.

5.   Financial effects on WPP

The board of WPP expects to derive  synergies  from a combination of head office
rationalisation and improved operational performance by improving the margins of
the operating units in the various geographic territories in which WPP operates.
The board of WPP expects the  transaction to be earnings  enhancing in the first
full financial year following completion of the Acquisition.*

Based on the cost of the Acquired Debt of approximately  (pound)177 million, the
par value of the Remaining  Debt of  approximately  (pound)79  million,  and the
issue of New WPP Shares with an aggregate value (based on the closing mid-market
price of 491 pence per WPP share on 18 June 2003) of (pound)10.0 million for the
issued share capital of Cordiant,  the total  estimated cost of the  acquisition
will be approximately (pound)266 million.

WPP  intends,   subject  to  market   conditions,   to  refinance  part  of  the
consideration  for the Acquired Debt through a placing by way of an  accelerated
global  tender of new WPP Shares,  which is expected to raise  proceeds  (before
deduction of commissions and expenses) of approximately  (pound)100 million. The
Placing is not conditional on the completion of the Proposal.

Cordiant  announced  in February  2003 that it intended to dispose of a majority
stake in Cordiant's  Australian  businesses  (including George Patterson Bates),
Cordiant's  77 per cent  interest in Scholz & Friends  and its FD  International
businesses.  WPP expects  that the  aggregate  net  proceeds  arising from these
planned  disposals,  including  cash  extraction,  will amount to  approximately
(pound)85 million in total. Conditional agreements have been signed with respect
to the sales of Cordiant's principal Australian businesses and Scholz & Friends.

*This statement should not be interpreted as meaning that the earnings per share
of WPP, following the Proposal, will necessarily exceed those for the year ended
31 December 2002.

                                       8
<PAGE>

Of the provisions  included in Cordiant's  balance sheet as at 31 December 2002,
WPP estimates  that  (pound)29  million of  outstanding  liabilities  on surplus
leasehold  properties and  reorganisation  costs remain.  WPP has also estimated
that  earn outs and  deferred  consideration  payable  resulting  from  previous
Cordiant transactions amount to approximately (pound)9 million.

WPP has identified  additional costs  associated with the transaction  including
restructuring  costs relating to known account losses of approximately  (pound)7
million,  outstanding  transaction  expenses  of  (pound)16  million and further
reorganisation costs estimated at up to (pound)31 million.

6.   Information on WPP

WPP is one of the world's  leading  communications  services  groups,  providing
national,  multi-national and global clients with advertising;  media investment
management;  information,  insight and consultancy;  public relations and public
affairs;  branding and identity;  and healthcare and specialist  communications.
WPP's worldwide companies include J. Walter Thompson, Ogilvy & Mather Worldwide,
Young & Rubicam, Red Cell,  MindShare,  Mediaedge:cia,  Millward Brown, Research
International,  Kantar Media Research,  OgilvyOne,  Wunderman,  Hill & Knowlton,
Ogilvy Public Relations, Burson-Marsteller, Cohn & Wolfe, CommonHealth, Sudler &
Hennessey, Enterprise IG and Landor, among others.

WPP companies provide communications services to clients globally including more
than 330 of the Fortune  Global 500,  over  one-half of the NASDAQ 100 and 42 of
the  Fortune  e-50.  WPP  companies  work with over 330 clients in three or more
disciplines,  more than 230 clients in four  disciplines and over 200 clients in
six or more countries.

Collectively  WPP  employs  more  than  62,000  people in 1,400  offices  in 103
countries.

For the year ended 31 December  2002, WPP reported gross billings of (pound)18.0
billion,  revenue  of  (pound)3.9  billion  and profit  before tax and  goodwill
amortisation and impairment of (pound)383.1 million. As at 18 June 2003, WPP had
a market capitalisation of approximately (pound)5.7 billion.

7.   Information on Cordiant

Cordiant is a global marketing communications company. Cordiant's operations are
divided into the Bates Group and other businesses.  In addition,  Cordiant has a
25 per cent.  interest in Zenith Optimedia Group Limited, a leading global media
buying and planning group.

The Bates Group  comprises the  operations of Bates  Worldwide,  141  Worldwide,
Healthworld and Fitch:Worldwide. Other businesses comprise the operations of two
networks that are planned for disposal: FD International and Scholz & Friends.

For the year ended 31 December 2002,  Cordiant reported revenues of (pound)532.7
million (2001:  (pound)605.0 million),  operating profit+ of (pound)37.0 million
(2001:  (pound)36.5  million)  and net  assets  of  (pound)80.9  million  (2001:
(pound)317.1 million).

The financial statements for the year ended 31 December 2002 were presented on a
going  concern  basis.  However,  the  Cordiant  directors  noted that until the
outcome of Cordiant's  evaluation of its strategic options, and the implications
of  this  for  Cordiant's  future  funding  structure  were  known,   there  was
considerable  uncertainty about this basis of preparation.  Cordiant's auditors'
scope of work was  limited  in  determining  the  appropriateness  of the  going

                                       9
<PAGE>

concern  basis  of  preparation  of  the  financial  statements,   due  to  this
uncertainty.  Accordingly  the  auditors  were  unable to form an  opinion as to
whether the financial statements gave a true and fair view in this regard.

For the year ending 31 December  2002,  the  revenue  contributions  recorded by
Cordiant's main business units were as follows:

--------------------------------------------------------------------------------
                                                 % of 2002 Revenue
                                            ---------------------------
Business                                    Actual            Proforma1
--------------------------------------------------------------------------------
Bates/141                                     61%                   80%
--------------------------------------------------------------------------------
Fitch                                          9%                   12%
--------------------------------------------------------------------------------
Healthworld                                    6%                    8%
--------------------------------------------------------------------------------
Businesses being sold2                         24%                   -
--------------------------------------------------------------------------------
                                               100%                100%
--------------------------------------------------------------------------------

Source: Cordiant Management Reports.
1. Adjusted for planned disposals.
2. Includes Cordiant's principal Australian businesses,  Scholz & Friends and FD
International.

+ stated pre-goodwill amortisation and impairment, and pre-exceptional operating
expenses.

8.   Management and employees

The existing rights,  including pension rights, of all employees of the Cordiant
Group will be honoured if the  Acquisition  is completed.  WPP believes that the
management   and   employees   of  Cordiant   will  benefit  from  the  enhanced
opportunities available to them within the WPP Group.

9.   Details of the Scheme

Under the Proposal,  which will be subject to the  conditions  and further terms
set out in Appendix I and in the Scheme  Document,  WPP will  acquire the entire
issued share capital of Cordiant.  Cordiant Shareholders will, in consideration,
receive New WPP Shares on the following basis:

          One New WPP Share                  for every 205 Cordiant Shares

Based on the  closing  mid  market  price of 491  pence per WPP Share on 18 June
2003,  the  Proposal  values the entire  issued  share  capital of  Cordiant  at
approximately  (pound)10.0  million and each Cordiant Share at approximately 2.4
pence.

Where fractional entitlements to New WPP Shares arise from the implementation of
the  Scheme,  these will be  aggregated  and sold and the  proceeds  paid to the
Cordiant Shareholders entitled thereto.

The New WPP Shares  issued  pursuant  to the Scheme  will be issued  credited as
fully  paid and will rank  pari  passu in all  respects  with the  existing  WPP
Shares,  including the right to receive and retain in full future  dividends and
other  distributions  (if any)  declared,  made or paid  after  the date of this
announcement, save for the final dividend in respect of the year ended 31

                                       10

December  2002 of  3.67  pence  per  WPP  Share  payable  on 7 July  2003 to WPP
Shareholders appearing on the WPP register of members as at 6 June 2003.

The  implementation  of the Scheme will be subject to the  conditions set out in
Appendix I, including:

>    the  approval  of the Scheme by  Cordiant  Shareholders  at a meeting to be
     convened by direction of the Court;

>    the approval of a resolution to amend Cordiant's Articles of Association in
     connection  with  the  implementation  of the  Scheme  being  passed  at an
     extraordinary general meeting of Cordiant;

>    the sanction of the Scheme by the Court; and

>    the delisting of Cordiant's Shares (as explained below).

The approval required at the Court Meeting is a majority in number  representing
at least 75 per  cent.  by value of those  Cordiant  Shareholders  voting at the
meeting.

The  Scheme  Document  relating  to  the  Proposal  will  be  sent  to  Cordiant
Shareholders as soon as practicable.  The Scheme Document will explain the terms
of the Scheme and contain notices of the Cordiant  shareholder meetings required
to approve the Scheme.

Once the necessary  approvals from Cordiant  Shareholders  have been obtained at
the Court  Meeting and at the  Cordiant  EGM to be held in  connection  with the
Scheme and the other conditions have been satisfied,  or waived, the Scheme will
become  effective  upon the delivery to the  Registrar of Companies of a copy of
the order of the Court  sanctioning  the  Scheme.  This is  expected to occur in
early August 2003.

If the Scheme does not become  effective  on or before 31 August  2003,  or such
later date as WPP and Cordiant may agree and the Court may permit,  it shall not
thereafter be capable of becoming effective.

10.  Cancellation of listing of Cordiant Shares

A condition of the Scheme  proposed by WPP is that  Cordiant  Shares cease to be
listed by the UK Listing Authority,  and Cordiant therefore ceases to be subject
to the Listing Rules, prior to the meeting of Cordiant  Shareholders to consider
the  Scheme.  Cordiant  will today  issue a circular  to  Cordiant  Shareholders
notifying  Cordiant's intention to cancel the listing of Cordiant Shares and the
trading of such shares on the London  Stock  Exchange.  Delisting is expected to
take  effect  at 8.00  a.m.  on 16 July  2003 and the last day for  dealings  in
Cordiant  Shares is  expected  to be 15 July  2003.  Cordiant  also  intends  to
terminate the listing of Cordiant's  American  Depositary Shares on the New York
Stock Exchange in due course.

There are options  over  Cordiant's  25 per cent.  interest in Zenith  Optimedia
Group Limited, the exercise price of which may, in certain circumstances, whilst
Cordiant remains subject to the Listing Rules, be subject to material reduction.
By delisting  Cordiant Shares at this stage,  Cordiant is seeking to ensure that
the value of the Cordiant  Group.s  interest in Zenith  Optimedia  Group Limited
would be not less than (pound)75 million. Accordingly, the directors of

                                       11
<PAGE>

Cordiant  believe  that it is in the best  interests  of  Cordiant to cancel the
listing of Cordiant Shares as soon as practicable.

11.  Settlement, listing and dealing

9Application will be made to the London Stock Exchange for the new WPP Shares to
be admitted to trading on its market for listed securities and to the UK Listing
Authority for the New WPP Shares to be admitted to the Official List. It is
expected that listing will become effective and that dealings will commence on,
or shortly after, the day on which the Scheme becomes effective.

Certificates  for New WPP Shares to be issued to Cordiant  Shareholders  will be
sent no later  than  fourteen  days  after  the  Scheme  becomes  effective.  No
certificates for New WPP Shares will be issued in respect of the entitlements of
those Cordiant Shareholders who hold their shares in CREST, settlement for which
will be made through the applicable CREST procedure.

Further  details on  listing,  dealing  and  settlement  will be included in the
Scheme Document to be sent to Cordiant Shareholders.

                                       12
<PAGE>

Goldman Sachs International is acting for WPP and no one else in connection with
the Proposal and will not be  responsible to anyone other than WPP for providing
the  protections  afforded  to  clients of Goldman  Sachs  International  or for
providing advice in relation to the Proposal.

HSBC is acting for WPP and no one else in connection  with the Proposal and will
not be  responsible  to anyone  other  than WPP for  providing  the  protections
afforded to clients of HSBC or for providing advice in relation to the Proposal.

UBS  Investment  Bank is acting for Cordiant and no one else in connection  with
the  Proposal  and will not be  responsible  to anyone  other than  Cordiant for
providing  the  protections  afforded to clients of UBS  Investment  Bank or for
providing advice in relation to the Proposal.

This  press  announcement  does not  constitute  an offer  or an  invitation  to
purchase any  securities or a  solicitation  of an offer to buy any  securities,
pursuant to the Proposal or otherwise.  The New WPP Shares to be issued pursuant
to the Scheme have not been and will not be  registered  under the US Securities
Act of 1933, as amended (the  Securities  Act.) nor under the securities laws of
any state of the United  States but are intended to be issued to persons  within
the United States pursuant to the exemption from the  registration  requirements
of the  Securities Act provided by section  3(a)(10) of the  Securities  Act. In
addition, no steps have been taken, nor will any be taken, to enable the New WPP
Shares to be offered in compliance with the applicable  securities laws of Japan
and no prospectus in relation to the New WPP Shares has been, or will be, lodged
with or registered  by the  Australian  Securities  and  Investment  Commission.
Accordingly,  the New WPP Shares may not be offered, sold, transferred,  resold,
delivered or distributed,  directly or indirectly, in or into Japan or Australia
(except  in  transactions  exempt  from  or  not  subject  to  the  registration
requirements of the relevant securities laws of Japan or Australia).

This press announcement contains certain  forward-looking  statements within the
meaning  of Section  21E of the US  Securities  Exchange  Act of 1934 and the US
Private Securities Litigation Reform Act of 1995. Generally,  "believe",  "may",
"will", "estimate",  "continue",  "anticipate",  "intend",  "expect" and similar
expressions  identify  forward-looking   statements  relating  to  expectations,
beliefs, projections, future plans and strategies,  anticipated events or trends
and  similar  expressions  concerning  matters  that are not  historical  facts,
including,  without  limitation,  WPP's  expectations  about  earnings  from the
proposed  transaction.  These  forward-looking  statements reflect WPP's current
views about future events and are subject to risks,  uncertainties,  assumptions
and  changes in  circumstances  that may cause  WPP's  actual  results to differ
significantly  from those expressed in any  forward-looking  statement.  Certain
factors  that could cause  actual  results to differ  materially  from  expected
results  include delays in completing the Proposal,  difficulties in integrating
Cordiant  into  WPP's  operations,  and  changes in global  economic,  business,
competitive market and regulatory factors.  For more information  regarding risk
factors  relevant to WPP,  please see WPP's filings with the US  Securities  and
Exchange Commission, including its most recent annual report on Form 20-F.

Cordiant  has  based  its  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 about the
completion  of the  proposed  transaction,  which is subject to  conditions  and
uncertainties, including those described in this press announcement, and many of
which are beyond Cordiant's ability to control or predict. These forward-looking
statements  also 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 press
announcement   contains   forward-looking   statements  relating  to  Cordiant's
performance.  Cordiant'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,  Cordiant'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
Cordiant's  markets referred to

                                       13
<PAGE>

above and the overall level of economic  activity in Cordiant's major markets as
discussed above.  Cordiant'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.

WPP and Cordiant do not intend,  and disclaim any duty or obligation,  to update
or revise any industry  information or  forward-looking  statements set forth in
this press announcement to reflect new information, future events or otherwise.

As regards  persons not  resident in the United  Kingdom,  the  Proposal  may be
affected by the laws of the  relevant  jurisdictions  in which they are located.
Persons who are not  resident in the United  Kingdom  should  inform  themselves
about, and observe, any applicable requirements.

Stabilisation/FSA

Appendix  II  contains  the  definitions  of  certain  terms  used in this press
announcement.

                                       14
<PAGE>

                                   APPENDIX I

       Conditions of the implementation of the Scheme and the Acquisition

1.   The Acquisition is conditional upon the Scheme becoming  unconditional  and
     effective  by not later than 31 August  2003 or such later date as Cordiant
     and WPP may agree and the Court may approve. The Scheme will be conditional
     on:

     (a)  approval  of the Scheme by a majority  in number of the holders of the
          Cordiant Shares who vote,  representing  not less than 75 per cent. in
          value of the Cordiant  Shares voted,  either in person or by proxy, at
          the Court Meeting;

     (b)  approval  of  the   resolution   required  in   connection   with  the
          implementation of the Scheme being passed at the Cordiant EGM;

     (c)  the sanction (with or without modification) of the Scheme by the Court
          and an  office  copy of the  Order of the  Court  being  delivered  by
          Cordiant for registration to the Registrar of Companies in England and
          Wales; and

     (d)  (i)  the UK Listing Authority agreeing to admit the New WPP  Shares to
               the Official List; and

         (ii)  the London Stock Exchange agreeing to admit the New WPP Shares to
               trading on the London Stock Exchange.

2.   The Acquisition  will also be conditional upon (and the necessary action to
     make the Scheme effective will not be taken unless the following conditions
     are satisfied or, where applicable, waived):

     (a)  no  government  or  governmental,  quasi-governmental,  supranational,
          statutory,  regulatory or  investigative  body (excluding the European
          Commission  and any other  anti-trust  or merger  control  authority),
          court, trade agency, or environmental body in any jurisdiction (each a
          "Relevant  Authority") having done anything which, in each case, would
          or might reasonably be expected to:

          (i)  make  the   Acquisition   or  the  Scheme  or  their   respective
               implementation, or the acquisition or proposed acquisition by WPP
               or any  subsidiary  of  WPP of any  shares  in,  or  control  of,
               Cordiant or any member of the Cordiant Group which is material in
               the context of the Cordiant Group taken as a whole, void, illegal
               or unenforceable under any jurisdiction,  or otherwise,  directly
               or indirectly,  restrain,  prohibit,  restrict or delay the same,
               impede  or  impose  additional  conditions  or  obligations  with
               respect thereto, or otherwise  materially challenge or hinder the
               Acquisition, the Scheme or any such acquisition;

                                       15
<PAGE>

         (ii)  require,  prevent  or delay the  divestiture  (or alter the terms
               envisaged for any proposed  divestiture)  by WPP or any member of
               the  WPP  Group  of  any  shares  or  other  securities  (or  the
               equivalent) in Cordiant or any member of the Cordiant Group;

        (iii)  require,  prevent  or delay the  divestiture  (or alter the terms
               envisaged for any proposed  divestiture) by any member of the WPP
               Group  or by any  member  of  the  Cordiant  Group  of all or any
               material  portion  of  their  respective  businesses,  assets  or
               property or impose any material  limitation on the ability of any
               of them to conduct their  respective  businesses (or any of them)
               or own their respective assets or properties or any part thereof;

         (iv)  impose any material  limitation on, or result in a material delay
               in, the  ability  of WPP to  acquire,  or to hold or to  exercise
               effectively,  directly  or  indirectly,  all  or  any  rights  of
               ownership of shares or other  securities (or the  equivalent) in,
               or to exercise voting or management control over, Cordiant or any
               member of the  Cordiant  Group or on the ability of any member of
               the Cordiant Group to hold or exercise  effectively,  directly or
               indirectly,  all or any  rights of  ownership  of shares or other
               securities  (or the  equivalent)  in,  or to  exercise  voting or
               management control over, any member of the Cordiant Group;

          (v)  require  any  member  of the WPP Group or the  Cordiant  Group to
               acquire,  or to offer to acquire,  any shares or other securities
               (or the equivalent) or any asset owned by any third party;

         (vi)  require any member of the Cordiant  Group and/or the WPP Group to
               sell, or offer to sell,  any shares or other  securities  (or the
               equivalent) in, or any asset owned by, any member of the Cordiant
               Group and/or the WPP Group;

        (vii)  impose any  material  limitation  on the ability of any member of
               the WPP Group or the Cordiant  Group to integrate or  co-ordinate
               its business,  or any part of it, with the businesses or any part
               of the businesses of any other member of the WPP Group and/or the
               Cordiant Group;

       (viii)  result in any  member of the WPP  Group or the  Cordiant  Group
               ceasing  to be able to carry on  business  under  any name  under
               which it presently does so; or

         (ix)  otherwise materially and adversely affect the business,  profits,
               financial  or trading  position of any member of the WPP Group or
               any member of the Cordiant Group,

          in any such case to an extent  which is material in the context of the
          WPP Group or the Cordiant Group, respectively, taken as a whole;

                                       16
<PAGE>

     (b)  save as Disclosed  (as defined in paragraph  (c) below) there being no
          provision of any agreement, arrangement, licence, franchise, facility,
          lease or other instrument to which any member of the Cordiant Group is
          a party or by or to which any such  member or any of its assets may be
          bound,  entitled  or be  subject  and  which,  in  consequence  of the
          Acquisition  or the Scheme,  or the direct or indirect  acquisition or
          proposed  acquisition  by WPP or any  member  of the WPP  Group of any
          ordinary  shares in, or control of, Cordiant or because of a change in
          the control or  management  of Cordiant  would or might  reasonably be
          expected  to  result  in, in any such case in a manner or to an extent
          which is  material  in the  context  of the WPP Group or the  Cordiant
          Group, respectively, taken as a whole:

          (i)  any monies borrowed by, or any indebtedness or liability  (actual
               or  contingent)  of, or any grant  available to any member of the
               Cordiant Group becoming, or being declared, repayable immediately
               or prior to their or its stated  maturity  or the  ability of any
               such  member to borrow  monies  or incur any  indebtedness  being
               withdrawn;

         (ii)  the  creation or  enforcement  of any  mortgage,  charge or other
               security interest whether arising or having arisen over the whole
               or any part of the business,  property or assets of any member of
               the Cordiant Group or any such mortgage, charge or other security
               interest becoming enforceable;

        (iii)  any such agreement,  arrangement,  licence, franchise,  facility,
               lease or other instrument or the rights, liabilities, obligations
               or interests thereunder being terminated or adversely modified or
               affected or any action being taken or any obligation or liability
               arising thereunder;

         (iv)  any  assets  or  interests  of,  or any asset the use of which is
               enjoyed by, any member of the Cordiant  Group being or falling to
               be  disposed  of or charged,  or ceasing to be  available  to any
               member of the Cordiant  Group,  or any right  arising under which
               any such asset or interest could be required to be disposed of or
               charged  or could  cease to be  available  to any  member  of the
               Cordiant Group;

          (v)  any member of the Cordiant  Group  ceasing to be able to carry on
               business under any name under which it presently does so;

         (vi)  the value of, or financial  or trading  position of any member of
               the Cordiant Group being adversely affected; or

        (vii)  the creation of material  liabilities  (actual or  contingent) by
               any member of the Cordiant Group,

                                       17
<PAGE>

          and no  event  having  occurred  which,  under  any  provision  of any
          agreement,  arrangement,  licence, franchise, facility, lease or other
          instrument to which any member of the Cordiant Group is party or by or
          to which any such  member or any of its assets is bound,  entitled  or
          subject,  could  result in any of the events or  circumstances  as are
          referred to in  sub-paragraphs  (i) to (vii) of this  paragraph (b) in
          any such case where such  result  would be  material in the context of
          the WPP Group or the Cordiant Group, respectively, taken as a whole;

     (c)  no member of the Cordiant Group having,  since 31 December 2002, being
          the date to which the most recent  audited  accounts of  Cordiant,  as
          provided to WPP,  were made up, save as disclosed in such accounts or,
          prior  to 19 June  2003,  otherwise  publicly  announced  by  Cordiant
          through  a  Regulatory  Information  Service  or fairly  disclosed  by
          Cordiant to WPP in written  materials or otherwise  actually  known to
          any of the  executive  directors  of WPP as at such  date (and for the
          purposes of these conditions  .Disclosed.  means disclosed in any such
          fashion):

          (i)  issued or agreed to issue, or authorised the issue of, additional
               shares  of  any  class,   or  securities   convertible   into  or
               exchangeable for, or rights, warrants or options to subscribe for
               or acquire,  any such shares or convertible  securities (save for
               issues to Cordiant or wholly-owned subsidiaries of Cordiant or an
               issue by any member of the Cordiant Group other than Cordiant pro
               rata to existing shareholdings in such member);

         (ii)  recommended,  declared, paid or made any bonus issue, dividend or
               other distribution (other than dividends lawfully paid or payable
               to another  member of the Cordiant  Group and dividends in favour
               of minority  shareholders  in  subsidiaries  paid pro rata to all
               existing  members  thereof in accordance  with the Group.s normal
               dividend practices and policies for subsidiaries);

        (iii)  save  for  transactions  between  two  or  more  members  of  the
               Cordiant Group  ("intra-Cordiant  Group  transactions"),  made or
               authorised  or  announced  its  intention to propose any material
               change in its loan capital;

         (iv)  save  for   intra-Cordiant   Group   transactions,   implemented,
               authorised,  or  announced  its  intention to propose any merger,
               demerger,   reconstruction,   amalgamation,   scheme   or   other
               transaction or arrangement or (other than in the ordinary  course
               of business)  acquired or disposed of, or transferred,  mortgaged
               or charged,  or created any security  interest over, any asset or
               any right,  title or interest in any asset,  other than in favour
               of the Lenders;

          (v)  issued or  authorised,  or announced an intention to authorise or
               propose,  the issue of any  debentures  or (save in the  ordinary
               course   of   business   and   save  for   intra-Cordiant   Group
               transactions)  incurred any indebtedness or contingent  liability
               which is material in the context of the Cordiant Group taken as a
               whole;

                                       18
<PAGE>

         (vi)  save for intra-Cordiant Group transactions,  purchased,  redeemed
               or repaid,  or  announced  any  proposal to  purchase,  redeem or
               repay,  any of  its  own  shares  or  other  securities  (or  the
               equivalent)  or reduced or made any other  change to or  proposed
               the  reduction  of,  or other  change  to,  any part of its share
               capital;

        (vii)  entered into or varied in any material  respect or  authorised or
               announced  its  intention  to enter into or vary in any  material
               respect any  contract,  transaction,  arrangement  or  commitment
               (whether in respect of capital expenditure or otherwise) which is
               outside  the  ordinary  course  of  business  or of a long  term,
               onerous,  restrictive  or unusual  nature or magnitude,  or which
               involves or would reasonably be expected to involve an obligation
               of such a nature or magnitude,  in each case which is material in
               the context of the Cordiant Group taken as a whole;

       (viii)  waived  or  compromised  any  claim  which is  material  in the
               context of the Cordiant Group taken as a whole;

         (ix)  ceased or threatened  to cease  carrying on all or, to the extent
               material in the context of the Cordiant Group taken as a whole, a
               substantial part of its business;

          (x)  taken any corporate action or had any legal proceeding instituted
               or   threatened   against  it  in  respect  of  its   winding-up,
               dissolution  or  reorganisation  or  for  the  appointment  of  a
               receiver,  administrator,  administrative  receiver,  trustee  or
               similar  officer  of all or any  material  part of its  assets or
               revenues or taken any analogous  proceedings in any  jurisdiction
               or appointed any analogous person in any jurisdiction; or

         (xi)  entered  into  any  agreement  or   arrangement   or  passed  any
               resolution  or  announced  any  proposal  to  effect  any  of the
               transactions, matters or events referred to in sub-paragraphs (i)
               to (x) of this paragraph (c);

     (d)  since 31 December 2002, save as Disclosed, no litigation,  arbitration
          proceedings,  prosecution  or other  legal  proceedings  to which  any
          member of the  Cordiant  Group is or may  reasonably  be  expected  to
          become a party (whether as plaintiff or defendant or otherwise) and no
          investigation by any relevant  authority  against or in respect of any
          member of the Cordiant  Group,  having been  threatened,  announced or
          instituted or remaining  outstanding  by, against or in respect of any
          member  of the  Cordiant  Group  which in any such case is or would be
          material in the context of the Cordiant Group taken as a whole;

     (e)  save as Disclosed, no member of the WPP Group having discovered:

                                       19
<PAGE>

          (i)  that the financial,  business or other information concerning the
               Cordiant  Group  which has been  publicly  disclosed  at any time
               after 31 December 2001 or which has been disclosed to WPP since 2
               May 2003, by or on behalf of any member of the Cordiant Group, is
               misleading,  contains  a  misrepresentation  of fact or  omits to
               state a fact necessary to make the information  contained therein
               not  misleading,  in each  case  where  the  effect  is to give a
               materially  misleading  impression  of the  financial  or trading
               position of the Cordiant Group taken as a whole; or

         (ii)  that  any  member  of  the  Cordiant  Group  is  subject  to  any
               liability,  contingent  or  otherwise,  which is  material in the
               context of the Cordiant Group taken as a whole; and

     (f)  the  cancellation  of the listing of Cordiant Shares and their removal
          from the  Official  List and the  cancellation  of trading in Cordiant
          Shares on the London  Stock  Exchange.s  market for listed  securities
          having become  effective,  such that Cordiant is no longer  subject to
          the Listing Rules, before the date of the Court Meeting.

Unless  the Scheme has  become  effective  by 31 August  2003 (or any later date
which Cordiant and WPP may agree and the Court may allow),  the Scheme shall not
become effective.

Subject to the  requirements  of the Panel,  WPP  reserves the right (but shall,
except as provided below, be under no obligation) to waive, in whole or in part,
all or any of the conditions  contained in paragraph 2 above. WPP shall be under
no  obligation  to waive or treat as  fulfilled  (unless  they have in fact been
fulfilled)  any of the conditions in paragraph 2 above by a date earlier than 31
August 2003  notwithstanding that the other conditions of the Acquisition may at
such  earlier  date have been  waived or  fulfilled  and that  there are at such
earlier date no circumstances  indicating that any of such conditions may not be
capable of fulfilment.

                                       20
<PAGE>

                                  APPENDIX II

                                  Definitions

The following definitions apply throughout this announcement, unless the context
otherwise requires:

"Acquired Debt"               the Cordiant Debt purchased by WPP pursuant to the
                              Debt Transfer Agreement

"Acquisition"                 the  proposed  acquisition  by  WPP  or any of its
                              subsidiaries  of Cordiant  Shares  (other than any
                              such shares  already held by any member of the WPP
                              Group) pursuant to the Scheme

"Act"                         the Companies Act 1985 (as amended)

"Bank Finance Parties"        Cordiant's        bank        lenders        under
                              the(pound)155,871,146.52  credit agreement dated 4
                              July 2000  between  (amongst  others) (1) Cordiant
                              and (2) HSBC Bank plc (as amended and restated)

"Code"                        the City Code on Takeovers and Mergers

"Conditions"                  the conditions to the Acquisition

"Cordiant"                    Cordiant Communications Group plc

"Cordiant Debt" or "Debt"     the principal  amounts due to the Lenders from the
                              Cordiant Group

"Cordiant EGM"                the  extraordinary  general meeting of Cordiant to
                              be convened in connection with the Scheme

"Cordiant Group"              Cordiant and its subsidiary undertakings

"Cordiant Shareholders"       the holders of Cordiant Shares

"Cordiant Shares"             ordinary shares of 50 pence each in Cordiant

"Court"                       the High Court of Justice in England and Wales

"Court Meeting"               the  meeting  of  Cordiant   Shareholders   to  be
                              convened by order of the Court

"Debt Transfer Agreement"     the debt transfer agreement dated 19 June 2003 and
                              made between,  amongst others,  (1) Cordiant,  (2)
                              Cordiant  Finance Inc., (3) HSBC Bank plc, (4) WPP
                              No. 2337 Limited and (5) WPP

"Effective Date"              the date on which the Scheme will become effective
                              in accordance with its terms

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"Former Lenders"              the Bank Finance Parties and the Noteholders prior
                              to the  acquisition  of the  Acquired  Debt by WPP
                              pursuant to the Debt Transfer Agreement

"Lenders"                     the  Bank  Finance  Parties  and the  Noteholders,
                              being WPP and the  holders of the  Remaining  Debt
                              following   completion   of  the   Debt   Transfer
                              Agreement

"Listing Rules"               the Listing Rules of the UK Listing Authority

"London Stock Exchange"       London Stock Exchange plc

"New WPP Shares"              new  ordinary  shares  of 10  pence  each  in  the
                              capital  of WPP to be  issued,  credited  as fully
                              paid, pursuant to the Acquisition

"Noteholders"                 the holders of Notes


"Notes"                       the notes  issued  under the amended and  restated
                              note purchase  agreement dated as of 19 April 2002
                              among (1) Cordiant  Finance Inc.,  as issuer,  (2)
                              Cordiant   as   parent   guarantor   and  (3)  the
                              Noteholders

"Official List"               the Official List of the UK Listing Authority

"Panel"                       the Panel on Takeovers and Mergers

"Placing"                     the  proposed  placing of new WPP Shares by way of
                              accelerated global tender

"Proposal"                    the proposal  that WPP acquires  Cordiant by means
                              of a scheme of  arrangement  under  section 425 of
                              the Act

"Remaining Debt"              the Cordiant Debt other than the Acquired Debt

"Scheme"                      the proposed  scheme of arrangement  under section
                              425 of the Act between  Cordiant  and the Cordiant
                              Shareholders

"Scheme Document"             the  circular  to be  issued  by  Cordiant  to its
                              shareholders in connection  with the  Acquisition,
                              including the Scheme

"UBS  Investment  Bank"       UBS Limited
or "UBS"

"UK" or "United Kingdom"      the United  Kingdom of Great  Britain and Northern
                              Ireland


"UK Listing Authority"        the Financial  Services Authority as the competent
                              authority  for  listing in the UK under Part VI of
                              the Financial Services and Markets Act 2000

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"US" or "United States"       the United States of America,  its territories and
                              possessions,  any  state of the  United  States of
                              America  and  all  other  areas   subject  to  its
                              jurisdiction, including the District of Columbia

"WPP"                         WPP Group plc

"WPP Group"                   WPP and its subsidiary undertakings

"WPP Shareholders"            the holders of WPP Shares

"WPP Shares"                  ordinary shares of 10 pence each in the capital of
                              WPP

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