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 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)


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.

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.


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

Date:    June 2, 2002






<PAGE>


                                                                      Exhibit 1


                        CORDIANT COMMUNICATIONS GROUP PLC





Cordiant  Communications  Group  plc (the  "Company")  has  noted  recent  press
comments and  confirms  that it is not in any  discussions  regarding a possible
offer for the Company.



                                                                    2 June 2002




Further Information:


Cordiant                                                  Tel:  +44 207 262 5077
Andy Boland


College Hill                                              Tel:  +44 783 185 5167
Dick Millard