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 March 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:    March 28, 2002

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                                                                       Exhibit 1



                        CORDIANT COMMUNICATIONS GROUP PLC
                                  ("CORDIANT")


Cordiant has signed an agreement in principle with its Banks and the holders of
its Guaranteed Senior Notes which incorporates detailed terms for amendments to
the agreements governing the Group's principal borrowing facilities. The changes
will include new financial covenants for periods ending on and after 31 December
2001, which have been agreed to reflect the change in operating performance of
the Group following the industry downturn in 2001.

This agreement in principle is subject, inter alia, to completion of full
documentation by 19 April 2002. Cordiant will announce its 2001 preliminary
results, together with details of the new financing arrangements and the
increased financing costs and fees, shortly after completion of full
documentation.

                                                                   28 March 2002

Further enquiries:

Cordiant                                               Tel: +44 (0) 20 7262 4343
Art D'Angelo, Finance Director
Andy Boland,  Deputy Finance Director
Nathan Runnicles, Investor Relations

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