As filed with the Securities and Exchange Commission on June 27, 2001
                                                      Registration No. 33-15126

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                         TRUE NORTH COMMUNICATIONS INC.

             (Exact name of registrant as specified in its charter)

                               ------------------

             Delaware                                   36-1088161
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
 of incorporation or organization)

                              101 East Erie Street
                          Chicago, Illinois 60611-2897
                                 (312) 425-6500

               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                               Nicholas J. Camera
                           General Counsel & Secretary
                    The Interpublic Group of Companies, Inc.
                           1271 Avenue of the Americas
                            New York, New York 10020
                                 (212) 399-8000

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<PAGE>


                          DEREGISTRATION OF SECURITIES

          Pursuant to Registration Statement No. 33-15126 on Form S-8 (the
"Registration Statement"), True North Communications Inc., a Delaware
corporation ("True North"), registered 306,133 shares of its Common Stock, $.33
1/3 par value, to be offered under the Foote, Cone & Belding Communications,
Inc. Stock Option Plan, U.K. Share Option Plan and Restricted Stock Incentive
Plan.

          On March 18, 2001, The Interpublic Group of Companies, Inc.
("Interpublic"), True North and Veritas Acquisition Corp., a wholly owned
subsidiary of Interpublic ("Merger Sub"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") providing for a merger pursuant to which Merger
Sub would merge with and into True North, with True North surviving as a wholly
owned subsidiary of Interpublic (the "Merger"). The Merger became effective upon
the filing of a Certificate of Merger with the Secretary of State of the State
of Delaware on June 22, 2001 (the "Effective Time"). Under the terms of the
Merger Agreement, each outstanding share of True North common stock was
converted at the Effective Time into the right to receive 1.14 shares of
Interpublic common stock. As a result of the Merger, True North has terminated
all offerings of True North securities under its existing registration
statements, including the Registration Statement.

          In accordance with an undertaking made by True North in the
Registration Statement to remove from registration, by means of a post-effective
amendment, any of the securities which remain unsold at the termination of the
offering, True North hereby removes from registration all securities registered
under the Registration Statement which remain unsold as of the date hereof.

Item 16.  Exhibits

24.1*    Power of Attorney of Principal Executive Officer of Registrant

24.2*    Power of Attorney of Principal Financial Officer of Registrant

24.3*    Power of Attorney of Principal Accounting Officer of Registrant

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*  Filed herewith


<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York on the
27th day of June, 2001.

                                TRUE NORTH COMMUNICATIONS INC.


                                By:  /s/            *
                                     -------------------------------------------
                                       David A. Bell
                                       Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons and in
the capacities and on the date indicated.

Principal Executive Officer:

/s/            *
-------------------------------------------
David A. Bell
Chief Executive Officer

Principal Financial Officer:

/s/            *
-------------------------------------------
Kevin J. Smith

Executive Vice President, Chief Financial Officer

Principal Accounting Officer:

/s/            *
-------------------------------------------
Richard P. Sneeder, Jr.
Vice President, Controller

Director:

      /s/Nicholas J. Camera
-------------------------------
Nicholas J. Camera

*By: /s/Nicholas J. Camera
    --------------------------
Nicholas J. Camera, attorney-in-fact