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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

For
the quarterly period ended March 31, 2001

Commission
file no. 1-5029

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True North Communications Inc.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

36-1088161(I.R.S. Employer Identification No.)101 East Erie Street, Chicago, Illinois(Address of principal executive offices)

60611(Zip Code)


Registrant's
Telephone Number:(312) 425-6500

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past
90 days.  Yes /x/  No / /

The
number of shares of Common Stock, 331/3 cents par value, outstanding as of May 8, 2001 was 50,838,347.

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TRUE NORTH COMMUNICATIONS INC. INDEX

|         |  |                                                                                                                    |  | Page Number
|-------- |  | ------------------------------------------------------------------------------------------------------------------ |  | -----------
|PART I.  |  | FINANCIAL INFORMATION                                                                                              |  |            
|Item 1.  |  | Financial Statements                                                                                               |  |            
|         |  | Unaudited Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2001 and 2000.          |  | 3          
|         |  | Condensed Consolidated Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000.                      |  | 4          
|         |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000.      |  | 5          
|         |  | Unaudited Notes to Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2001 and 2000. |  | 6          
|Item 2.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations.                             |  | 8          
|Item 3.  |  | Quantitative and Qualitative Disclosure about Market Risk.                                                         |  | 11         
|PART II. |  | OTHER INFORMATION                                                                                                  |  |            
|Item 6.  |  | Exhibits and Reports on Form 8-K.                                                                                  |  | 12         

2

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TRUE NORTH COMMUNICATIONS INC. AND SUBSIDIARIES  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME  FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000  (Amounts in thousands, except per share
amounts)

|                                                         |                                                      | Three Months Ended March 31, |        
|-------------------------------------------------------- | ---------------------------------------------------- | ---------------------------- | -------
|
|Commissions and Fees                                     |                                                      | $                            | 356,058
|                                                         |                                                      |                              |        
|Operating Expenses:                                      |                                                      |                              |        
|                                                         | Salaries and employee benefits                       |                              |        
|                                                         | Office and general                                   |                              |        
|                                                         |                                                      |                              |        
|                                                         |                                                      | Total operating expenses     |        
|                                                         |                                                      |                              |        
|Operating Income                                         |                                                      |                              | 22,680 
|                                                         |                                                      |                              |        
|Other Income (Expense):                                  |                                                      |                              |        
|                                                         | Interest income                                      |                              |        
|                                                         | Interest expense                                     |                              |        
|                                                         | Gains on sales of operations and other               |                              |        
|                                                         |                                                      |                              |        
|                                                         |                                                      | Total other income (expense) |        
|                                                         |                                                      |                              |        
|Income Before Taxes, Minority Interest and Equity Income |                                                      |                              | 22,181 
|                                                         | Provision for income taxes                           |                              |        
|                                                         |                                                      |                              |        
|Income Before Minority Interest and Equity Income        |                                                      |                              | 12,420 
|                                                         | Minority interest income (expense)                   |                              |        
|                                                         | Equity income (loss) of affiliates                   |                              |        
|                                                         |                                                      |                              |        
|Net Income                                               |                                                      | $                            | 9,686  
|                                                         |                                                      |                              |        
|Per Share Information:                                   |                                                      |                              |        
|                                                         | Basic earnings per share                             |                              | $      
|                                                         |                                                      |                              |        
|                                                         | Diluted earnings per share                           |                              | $      
|                                                         |                                                      |                              |        
|                                                         | Average common shares outstanding                    |                              |        
|                                                         |                                                      |                              |        
|                                                         | Average common shares outstanding, assuming dilution |                              |        
|                                                         |                                                      |                              |        
|                                                         | Cash dividends per common share                      |                              | $      
|                                                         |                                                      |                              |        

See
accompanying notes to consolidated financial statements.

3

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TRUE NORTH COMMUNICATIONS INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS  MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000  (Amounts in thousands)

|                        |                                          | March 31,
2001               |                                            | December 31,
2000 |          
|----------------------- | ---------------------------------------- | ---------------------------- | ------------------------------------------ | ----------------- | ---------
|CURRENT ASSETS:         |                                          |                              |                                            |                   |          
|                        | Cash and cash equivalents                |                              | $                                          | 66,883            |          
|                        | Marketable securities                    |                              |                                            | 190               |          
|                        | Accounts receivable, net                 |                              |                                            | 880,751           |          
|                        | Expenditures billable to clients         |                              |                                            | 62,127            |          
|                        | Other current assets                     |                              |                                            | 43,779            |          
|                        |                                          |                              |                                            |                   |          
|                        |                                          | Total current assets         |                                            |                   | 1,053,730
|                        |                                          |                              |                                            |                   |          
|NONCURRENT ASSETS:      |                                          |                              |                                            |                   |          
|                        | Property and equipment, net              |                              |                                            | 163,172           |          
|                        | Goodwill, net                            |                              |                                            | 467,885           |          
|                        | Investment in affiliated companies       |                              |                                            | 90,067            |          
|                        | Other noncurrent assets                  |                              |                                            | 79,766            |          
|                        |                                          |                              |                                            |                   |          
|                        |                                          | Total noncurrent assets      |                                            |                   | 800,890  
|                        |                                          |                              |                                            |                   |          
|                        |                                          |                              | Total assets                               |                   | $        
|                        |                                          |                              |                                            |                   |          
|CURRENT LIABILITIES:    |                                          |                              |                                            |                   |          
|                        | Accounts payable                         |                              | $                                          | 871,889           |          
|                        | Short-term bank borrowings               |                              |                                            | 149,931           |          
|                        | Income taxes payable                     |                              |                                            | 31,450            |          
|                        | Current portion of long-term debt        |                              |                                            | 10,928            |          
|                        | Accrued expenses                         |                              |                                            | 196,835           |          
|                        |                                          |                              |                                            |                   |          
|                        |                                          | Total current liabilities    |                                            |                   | 1,261,033
|                        |                                          |                              |                                            |                   |          
|NONCURRENT LIABILITIES: |                                          |                              |                                            |                   |          
|                        | Long-term debt                           |                              |                                            | 26,738            |          
|                        | Liability for deferred compensation      |                              |                                            | 82,315            |          
|                        | Other noncurrent liabilities             |                              |                                            | 70,918            |          
|                        |                                          |                              |                                            |                   |          
|                        |                                          | Total noncurrent liabilities |                                            |                   | 179,971  
|                        |                                          |                              |                                            |                   |          
|STOCKHOLDERS' EQUITY:   |                                          |                              |                                            |                   |          
|                        | Preferred stock                          |                              |                                            |                  |          
|                        | Common stock                             |                              |                                            | 16,754            |          
|                        | Paid-in capital                          |                              |                                            | 352,236           |          
|                        | Retained earnings                        |                              |                                            | 71,851            |          
|                        | Unrealized gain on marketable securities |                              |                                            | 91                |          
|                        | Cumulative translation adjustment        |                              |                                            | (25,553           | )        
|                        | Lesstreasury stock                      |                              |                                            | (35               | )        
|                        | Lessdeferred compensation               |                              |                                            | (1,728            | )        
|                        |                                          |                              |                                            |                   |          
|                        |                                          | Total stockholders' equity   |                                            |                   | 413,616  
|                        |                                          |                              |                                            |                   |          
|                        |                                          |                              | Total liabilities and stockholders' equity |                   | $        
|                        |                                          |                              |                                            |                   |          

See
accompanying notes to consolidated financial statements.

4

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TRUE NORTH COMMUNICATIONS INC. AND SUBSIDIARIES  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000  (Amounts in thousands)

|                                                     |                                                                               | Three Months Ended March 31,              |        
|---------------------------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------- | -------
|
|Cash flows used by operating activities:             |                                                                               |                                           |        
|                                                     | Net income                                                                    |                                           | $      
|                                                     | Adjustments to reconcile net income to net cash used by operating activities: |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     | Changes in assets and liabilities, net of acquisitions:                       |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               |                                           |        
|Cash flows used by investing activities:             |                                                                               |                                           |        
|                                                     | Purchases of property and equipment                                           |                                           |        
|                                                     | Acquisitions and investments in businesses                                    |                                           |        
|                                                     | Maturities of short-term investments                                          |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               | Net cash used by investing activities     |        
|                                                     |                                                                               |                                           |        
|Cash flows provided by financing activities:         |                                                                               |                                           |        
|                                                     | Increase in short-term bank borrowings                                        |                                           |        
|                                                     | Proceeds from issuance of common stock                                        |                                           |        
|                                                     | Payments of long-term debt                                                    |                                           |        
|                                                     | Cash dividends paid                                                           |                                           |        
|                                                     | Payments for purchases of common stock                                        |                                           |        
|                                                     |                                                                               |                                           |        
|                                                     |                                                                               | Net cash provided by financing activities |        
|                                                     |                                                                               |                                           |        
|Effects of exchange rates on cash                    |                                                                               |                                           | (2,457 
|                                                     |                                                                               |                                           |        
|Net increase (decrease) in cash and cash equivalents |                                                                               |                                           | (69,439
|Cash and cash equivalents at beginning of year       |                                                                               |                                           | 136,322
|                                                     |                                                                               |                                           |        
|Cash and cash equivalents at end of period           |                                                                               | $                                         | 66,883 
|                                                     |                                                                               |                                           |        

See
accompanying notes to consolidated financial statements.

5

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TRUE NORTH COMMUNICATIONS INC. AND SUBSIDIARIES  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000  (Amounts in millions, except per
share amounts)

1.  Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by True North without audit, and include all adjustments, consisting only of
normal recurring accruals, which True North considers necessary for a fair presentation. The condensed consolidated financial statements should be read in conjunction with the financial statements and
notes thereto included in True North's 2000 Annual Report on Form 10-K.

The
operating results for the first three months of the year are not necessarily indicative of the results for the year or other interim periods.

2.  Acquisitions

In the first three months of 2001, the cost of advertising and communication agencies acquired by True North in transactions accounted for as purchases, as
well as earnout payments associated with prior acquisitions, was $21.6 million. The excess of the purchase price over the fair value of net tangible assets acquired was $21.6 million and
is being amortized over periods not exceeding 20 years.

3.  Restructuring and Other Charges

As a result of the loss of the Chrysler account, True North recorded a $17.5 million pre-tax charge ($10.0 million after-tax or $0.20 per diluted
share) in the fourth quarter of 2000. The charge covered primarily severance, lease termination and other exit costs associated with the decision to close the Detroit office. The severance portion of
the charge amounted to $5.8 million and reflected the elimination of
approximately 250 positions. The charge also included $11.4 million associated primarily with the lease termination of the Detroit office, as well as other exit costs. In addition, an
impairment loss of $5.5 million was recorded for intangible assets that are no longer recoverable. Offsetting these charges was a $5.2 million payment from Chrysler to compensate True
North for severance and other exit costs. As of March 31, 2001, 176 people had been terminated at a cost of $3.7 million and $2.8 million of lease termination costs and other exit
costs had been charged against the liability, of which $1.2 million represented cash payments.

4.  Comprehensive Income

True North classifies its comprehensive income, which includes foreign currency translation adjustments and unrealized gains and losses on marketable
securities available for sale, as a separate component of stockholders' equity. Total comprehensive income for the three months ended March 31, 2001 and 2000 was as follows:

Three Months Ended
March 31,2001

2000Net income

$
9.7

$
7.0Foreign currency translation


(4.5
)

(2.5
)Unrealized gains (losses) on marketable securities, net of
  deferred income taxes of $0.0 and $(0.2), respectively





(0.3
)Total comprehensive income

$
5.2

$
4.2


5.  Contingencies

True North is a party to several lawsuits incidental to its business. It is not possible at the present time to estimate the ultimate liability, if any, of
True North with respect to such litigation; however, management believes that any ultimate liability will not be material in relation to True North's consolidated results of operations or financial
position.

6

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6.  Merger with Interpublic Group

On March 19, 2001, True North and The Interpublic Group of Companies, Inc. (Interpublic) announced that they had reached a definitive agreement
whereby it is contemplated that a subsidiary of Interpublic will merge with and into True North in a pooling of interests transaction that will result in True North becoming a wholly-owned subsidiary
of Interpublic. Under the terms of the agreement, Interpublic will exchange 1.14 shares of its common stock for each outstanding share of True North common stock. The transaction is subject to, among
other conditions, the approval of True North shareholders and regulatory approvals in various jurisdictions.

On
May 9, 2001, Interpublic filed a Form S-4 registration statement with the Securities and Exchange Commission. In addition, True North has scheduled a shareholders'
meeting for June 19, 2001 to vote on the proposed merger. True North anticipates the completion of the transaction in the summer of 2001.

7

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TRUE  NORTH COMMUNICATIONS INC. AND SUBSIDIARIES  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATIONS  (Amounts in thousands, except
per share amounts)

General

True North's net income for the three months ended March 31, 2001, was $9.7 million, or $0.19 per diluted share. This compares to
$7.0 million, or $0.14 per diluted share, for the three months ended March 31, 2000. Historically, the first quarter is a seasonal low point from a revenue and earnings standpoint.

On
March 19, 2001, True North and The Interpublic Group of Companies, Inc. (Interpublic) announced that they had reached a definitive agreement whereby it is
contemplated that a subsidiary of Interpublic will merge with and into True North in a pooling of interests transaction that will result in True North becoming a wholly-owned subsidiary of
Interpublic. Under the terms of the agreement, Interpublic will exchange 1.14 shares of its common stock for each outstanding share of True North common stock. The transaction is subject to, among
other conditions, the approval of True North shareholders and regulatory approvals in various jurisdictions.

On
May 9, 2001, Interpublic filed a Form S-4 registration statement with the Securities and Exchange Commission. In addition, True North has scheduled a shareholders'
meeting for June 19, 2001 to vote on the proposed merger. True North anticipates the completion of the transaction in the summer of 2001.

Revenues

Consolidated revenues decreased $3.5 million, or 1.0%, to $356.1 million for the three months ended March 31, 2001, from
$359.6 million in 2000. Revenues from the U.S. operations decreased $19.2 million, or 6.8%, to $262.6 million in 2001, while international revenues increased 20.1%, or
$15.7 million, to $93.4 million. Excluding the impact of changes in foreign exchange rates, international revenues increased 27.0%.

Excluding
the impact of Modem Media, which was deconsolidated in the second quarter of 2000, and the impact of the Chrysler account loss, consolidated revenues increased by 13.4%.
Approximately 7.6% of this growth was due to acquisitions (net of divestitures) while changes in foreign exchange rates decreased consolidated revenues by 1.8%. The resultant organic growth from net
new business wins and growth in existing client accounts was 7.6%.

Operating Expenses

Total consolidated operating expenses decreased $13.1 million to $333.4 million in the first quarter of 2001 from $346.5 million in 2000.
Excluding the impact of Modem Media and the closure of the Detroit office that serviced Chrysler, total consolidated operating expenses increased $38.7 million or 13.2%. Acquisitions (net of
divestitures) accounted for approximately 7.0% of this increase while lower foreign exchange rates favorably impacted total expenses by approximately 1.7%.

Salaries
and benefits decreased $1.6 million, or 0.7%, to $227.8 million in 2001 from $229.4 million in the comparable quarter of 2000. Excluding the impact of
deconsolidating Modem Media and the impact of the closure of the Detroit office, total consolidated salaries and related benefits increased $28.7 million or 14.5%. Acquisitions (net of
divestitures) accounted for 6.7% of the growth while lower foreign exchange rates favorably impacted salaries and benefits by 1.7%. Excluding the effects of the items noted above, salaries and related
benefits increased by 9.5%, representing normal salary growth progression, higher incentive expense due to the increased level of profitability and higher severance costs.

Office
and general expenses were $105.5 million for the three months ended March 31, 2001, compared to $117.1 million in 2000, an $11.6 million, or 9.9%
decrease. Excluding the impact of Modem Media and closure of the Detroit office, total office and general expenses increased by $10.0 million or 10.7%. Acquisitions (net of divestitures)
accounted for approximately 7.8% of the increase while lower foreign exchange rates favorably impacted these expenses by approximately 1.7%. Included in the first quarter of 2001 is approximately
$1.6 million of merger related expenses consisting primarily of legal and accounting fees associated with merger activities. True North anticipates that additional merger related expenses

8

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associated with the merger with Interpublic, including investment banker's fees, will approximate $10-$12 million and will be recorded in the second quarter of 2001, or when the transaction
closes.

Excluding
the items noted above, office and general expenses increased by 4.6% in 2001 versus 2000. This reflects higher goodwill amortization due to acquisitions and higher
depreciation charges from upgrading the facilities and computer systems.

Restructuring and Other Charges

As a result of the loss of the Chrysler account, True North recorded a $17.5 million pre-tax charge ($10.0 million after-tax or $0.20 per diluted
share) in the fourth quarter of 2000. The charge covered
primarily severance, lease termination and other exit costs associated with the decision to close the Detroit office. The severance portion of the charge amounted to $5.8 million and reflected
the elimination of approximately 250 positions. The charge also included $11.4 million associated primarily with the lease termination of the Detroit office, as well as other exit costs. In
addition, an impairment loss of $5.5 million was recorded for intangible assets that are no longer recoverable. Offsetting these charges was a $5.2 million payment from Chrysler to
compensate True North for severance and other exit costs. As of March 31, 2001, 176 people had been terminated at a cost of $3.7 million and $2.8 million of lease termination
costs and other exit costs had been charged against the liability, of which $1.2 million represented cash payments.

Operating Income

Excluding the $1.6 million of merger related expenses and the impact of deconsolidating Modem Media, operating income increased 50.9% in the first quarter of
2001, driven by increased revenues, enhanced cost controls and, in part, by higher margins on Chrysler related revenues in the U.S. Operating margin rose to 6.8% from 4.9% in the year-ago quarter as
staff costs as a percentage of revenues was essentially flat with the prior year while office and general expenses decreased to 29.2% of revenues compared to 31.3% in 2000.

Other Income (Expenses)

Interest income decreased by $0.3 million in the three months ended March 31, 2001, compared to 2000. Interest expense decreased by
$0.3 million in the first quarter of 2001 versus 2000 due primarily to lower average debt levels.

True
North recognized a net pre-tax gain of $1.8 million in the first three months of 2001 relating to the sales of two small operations.

Income Taxes

True North's effective tax rate was 44.0% in the first quarter of 2001 versus 53.5% in 2000. The effective rate is higher than the U.S. statutory rate of 35%
primarily due to U.S. state and local income taxes and to the nondeductibity of certain expenses, including entertainment and amortization of goodwill. The tax rate in the first quarter of 2000 was
adversely impacted by the results of Modem Media, which had a pre-tax loss of $2.4 million and a tax expense of $0.6 million.

Minority Interests

Minority interest expense in the first quarter of 2001 was $2.0 million versus income of $1.5 million in 2000. The first quarter of 2001 reflects
a $0.7 million minority interest expense relating to the gain on the sale of a small operation referred to above as well as higher profitability on certain international operations. The
minority interest income in the first three months of 2000 reflects the impact of the net losses in the Modem Media operations (which was a consolidated entity in this period).

Equity Income

Equity income (loss) was ($0.7) million for the first three months of 2001, compared to $0.5 million in the corresponding period of 2000. The first
quarter of 2001 reflects a breakeven result for Modem Media. Modem Media recorded a $2.4 million restructuring charge in the first quarter of 2001 relating to its operation in Japan, which was
more than offset by a $3.6 million tax benefit associated with the charge. In addition, the first three months of 2001 results for Springer and Jacoby, a 35% owned German-based advertising
agency acquired in September 2000, was a seasonal $0.6 million loss.

9

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Liquidity and Capital Resources

As of March 31, 2001, True North's cash and cash equivalents totaled $66.9 million, which is a decrease of $69.4 million versus the
2000 year-end balance of $136.3 million.

Operating Activities

True North's funds from operating activities consist primarily of net income adjusted for noncash items, including depreciation and amortization, and changes
in operating assets and liabilities. Cash used by operating activities was $135.7 million in the first three months of 2001. The net negative impact of the loss of the Chrysler account on
accounts receivable and media-related liabilities was approximately $50 million. In addition, the first quarter of the year reflects the normal payment of incentives for prior year performance.
Operating cash flows are impacted by the seasonal spending patterns of clients. True North's policy is to bill and collect monies from its clients prior to payments due to the media.

Investing Activities

True North's net capital expenditures for property and equipment were $13.6 million for the first quarter ended March 31, 2001. These
expenditures primarily related to True North's worldwide investment in technology, coupled with leasehold improvements related to office moves. True North anticipates that capital expenditures in 2001
will approximate 2000's level and has no material commitments for future expenditures.

In
the first quarter of 2001, True North acquired a direct marketing company in Italy to enhance its network, and made payments of approximately $20 million under earnout
provisions associated with prior acquisitions. True North anticipates that it will continue to pursue acquisitions opportunities that will expand its capabilities and geographical presence.

Financing Activities

In connection with the revolving credit facility and three-year term loans, the signing of the proposed merger agreement between True North and Interpublic
would have triggered an event of default requiring True North to obtain waivers from the banks to eliminate such clause from consideration. True North received such waivers from all banks prior to the
actual signing of the agreement and therefore, no event of default occurred. There were no violations of any financial covenants due to the signing of the agreement. It is anticipated that the above
credit agreements will be terminated upon the effective date of the merger.

At
March 31, 2001, True North was in compliance with all covenants and conditions related to its Revolving Credit Agreement and certain other debt agreements.

True
North has paid cash dividends at an annual rate of $0.60 per share over the past ten years. Determination of the payment of dividends is made by True North's Board of Directors
on a quarterly basis. True North anticipates that its cash flow from operations will be adequate to continue payment of dividends at similar levels in 2001.

True
North will continue to acquire shares of its own stock under a 1998 Board of Directors resolution authorizing the purchase of up to $60.0 million. As of March 31,
2001, the remaining amount of such authorization is approximately $22.7 million. True North repurchases its stock primarily to meet its obligations under various stock-based compensation plans.

True
North believes that cash flow from operations, along with current cash balances, will be sufficient to satisfy working capital and other operating requirements in 2001. In the
event additional funds are required, True North believes it will have sufficient resources, including borrowing capacity, to meet such requirements.

10

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

True North's consolidated financial statements are denominated in U.S. dollars. In 2000, True North derived approximately 25% of its revenues from operations
outside the United States. Currency fluctuations may give rise to translation gains and losses when financial statements of foreign operating units are translated into U.S. dollars. Significant
strengthening of the U.S. dollar against major foreign currencies could have an adverse impact on True North's results of operations.

In
general, True North incurs most of its costs to support the related revenues in the same currency in which these revenues are billed, thereby reducing exposure to currency
fluctuations. In the past, True North has not hedged foreign currency profits into U.S. dollars, because management has believed that, over time, the costs
of a hedging program outweigh any benefit of greater predictability in the Company's U.S. dollar denominated profits. However, as True North continues to extend the depth and breadth of its foreign
operations, management will from time to time reconsider the issue of whether a foreign currency hedging program would be beneficial to its operations.

11

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PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

12

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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.

|                   | TRUE NORTH COMMUNICATIONS INC.
(Registrant)                    
|------------------ | ---------------------------------------------------------------
|                   | /s/KEVIN J. SMITH(Signature)                                   
|                   | Kevin J. Smith
Executive Vice President
Chief Financial Officer
|Date: May 15, 2001 |                                                                

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