SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MEYER EDWARD H (Last) (First) (Middle) C/O GREY GLOBAL GROUP INC. 777 THIRD AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GREY GLOBAL GROUP INC [ GREY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 03/07/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/07/2005		D		144,745	D	( 1 )	0	D
Common Stock, par value $0.01 per share	03/07/2005		D		16,976	D	( 1 )	0	I	See Footnote ( 2 )
Common Stock, par value $0.01 per share	03/07/2005		D		7,000	D	( 1 )	0	I	See Footnote ( 3 )
Lmtd. Duration Class B Com. Stock, par value $0.01 per share	03/07/2005		D		135,617	D	( 1 )	0	D
Lmtd. Duration Class B Com. Stock, par value $0.01 per share	03/07/2005		D		7,500	D	( 1 )	0	I	See Foonote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$235	03/07/2005		D			20,000	( 4 )	11/26/2005	Common Stock	20,000	( 5 )	0	D

Explanation of Responses:

1. Shares disposed of in the merger involving Grey Global Group Inc. ("Grey") and WPP Group plc ("WPP") pursuant to which each share of Common Stock and Limited Duration Class B Common Stock of Grey was converted into the right to receive $1,005 in cash or 21.746 American Depository Shares ("ADSs") of WPP (or the WPP ordinary shares underlying the ADSs), based on the election of the holder thereof and subject to the proration procedures designed to ensure that 50% of Grey shares were converted into the cash consideration and 50% of Grey shares were converted into the share consideration in the merger.

2. Shares held by the Edward and Sandra Meyer Foundation Inc. Mr. Meyer disclaims beneficial ownership of the shares held in the foundation.

3. Shares held in trust for Mr. Meyer's son, Anthony Edward Meyer (3,750 Common Shares; 3,750 Limited Duration Class B Common Shares) and Mr. Meyer's daughter, Margaret Ann Meyer (3,250 Common shares; 3,750 Limited Duration Class B Common Shares). Mr. Meyer's wife, Sandra Meyer, is the trustee of the trust. Mr. Meyer disclaims beneficial ownership of the shares in the trust.

4. Mr. Meyer was granted options to purchase 20,000 shares of Common Stock on November 26, 1996. The options became exercisable as follows: one third on November 26, 1996, one third on November 26, 1997 and one third on November 26, 1998.

5. Pursuant to the merger agreement between Grey and WPP, this option was converted in the merger into an option to purchase 434,920 WPP ADSs at an exercise price of $10.81 per share.

	/s/ Edward H. Meyer	03/08/2005
	** Signature of Reporting Person	Date
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