Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WEISENBURGER RANDALL J
   2. Issuer Name and Ticker or Trading Symbol
OMNICOM GROUP INC [OMC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Vice Pres and CFO
(Last)
(First)
(Middle)
C/O OMNICOM GROUP INC., 437 MADISON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
07/26/2012
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 $0.15 per share 07/26/2012   M   350,000 A $ 25.48 1,193,593 (1) D  
Common Stock, par value $0.15 per share 07/26/2012   M   175,000 A $ 23.4 1,368,593 (1) D  
Common Stock, par value $0.15 per share 07/26/2012   F   255,565 D $ 49.68 1,113,028 (1) D  
Common Stock, par value $0.15 per share 07/26/2012   F   123,734 D $ 49.67 989,294 (1) D  
Common Stock, par value $0.15 per share 07/26/2012   S   141,272 D $ 49.6 (2) 848,022 (1) D  
Common Stock, par value $0.15 per share 07/27/2012   S   108,728 D $ 49.87 (3) 739,294 (1) D  
Common Stock, par value $0.15 per share 07/30/2012   S   50,000 D $ 50.62 (4) 689,294 (1) D  
Common Stock, par value $0.15 per share               1,795.49 I By 401(K) Plan

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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 Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) $ 25.48 07/26/2012   M     350,000   (5) 12/29/2018 Common Stock 350,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 23.4 07/26/2012   M     175,000   (6) 03/31/2019 Common Stock 175,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEISENBURGER RANDALL J
C/O OMNICOM GROUP INC.
437 MADISON AVENUE
NEW YORK, NY 10022		       Exec Vice Pres and CFO  

Signatures

 /s/ Randall J. Weisenburger   07/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This includes 8,260 shares acquired under Omnicom's employee stock purchase plan.
(2) The reported sale price reflects the weighted average price of multiple transactions on July 26, 2012. The actual sales prices for the transactions ranged from $49.60 to $49.63. The reporting person undertakes to provide to Omnicom Group Inc., any security holder of Omnicom Group Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(3) The reported sale price reflects the weighted average price of multiple transactions on July 27, 2012. The actual sales prices for the transactions ranged from $49.71 to $49.96. The reporting person undertakes to provide to Omnicom Group Inc., any security holder of Omnicom Group Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(4) The reported sale price reflects the weighted average price of multiple transactions on July 30, 2012. The actual sales prices for the transactions ranged from $50.61 to $50.62. The reporting person undertakes to provide to Omnicom Group Inc., any security holder of Omnicom Group Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(5) The employee stock options vested 30% on December 29, 2009; 30% on December 29, 2010; and the remaining 40% on December 29, 2011.
(6) The employee stock options vested 30% on March 31, 2010; 30% on March 31, 2011; and the remaining 40% on March 31, 2012.

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