Recommended Offer

Brands Hatch Leisure PLC
9 November 1999




                      RECOMMENDED OFFER
                              
                             by
                              
          THE INTERPUBLIC GROUP OF COMPANIES, INC.
                              
                             for
                              
                  BRANDS HATCH LEISURE PLC
                              
SUMMARY

The  boards  of  Interpublic and Brands Hatch  announce  the
terms  of a recommended share for share offer to be made  by
Interpublic  to acquire all of the issued and to  be  issued
share capital of Brands Hatch. Brands Hatch will become part
of Octagon, Interpublic's sports marketing and entertainment
division.

Based   on  the  closing  price  of  $39 1/8  per  share  of
Interpublic Common Stock on the New York Stock Exchange on 8
November  1999 (being the latest practicable date  prior  to
the release of this announcement) and using the Illustrative
Exchange Rate, the Offer:

-  values each Brands Hatch Share at approximately 546p;

-  represents a  premium of approximately 36  per cent  over
   the  average  middle-market closing  price  of  402p  per
   Brands  Hatch Share for the 30 dealing days prior  to  22
   October  1999,  the date on which Brands Hatch  announced
   that  it had received an approach that might lead  to  an
   offer being made for the company;

-  represents  a  premium of approximately 14 per cent  over
   the  middle-market closing price of 478p per Brands Hatch
   Share on 21 October 1999, the day immediately before  the
   start of the Offer Period;

-  values  the existing issued share capital of Brands Hatch
   at approximately £120 million; and

-  represents  a multiple of 37.4 times Brands Hatch's basic
   earnings per share for the year ended 31 December 1998.

Interpublic  has  received  an  irrevocable  undertaking  to
accept  the Offer from Awak Limited, a company owned by  the
J.  G.  Foulston Children's Settlement Trust, in respect  of
6,519,015  Brands  Hatch Shares, representing  approximately
29.8  per  cent  of  Brands Hatch's  issued  share  capital.
Further details of this undertaking are set out in paragraph
4 of the attached announcement.

The  board of Brands Hatch unanimously recommends acceptance
of the Offer.

Brands Hatch is a leading promoter of motorsport events,  as
well  as  an  operator  of leisure  venues,  in  the  United
Kingdom.  Interpublic is one of the largest advertising  and
marketing communications groups in the world. Interpublic is
listed  on  the  New York Stock Exchange and  has  a  market
capitalisation   of   approximately  $11.0   billion   (£6.8
billion).  Octagon is the sports marketing and entertainment
division  of  Interpublic, and is one of the leading  sports
and event marketing and television distribution agencies  in
the world.

Through   its   specialist  motorsports  division,   Octagon
Motorsports,  Octagon  is a leading  owner  and  manager  of
international  motorsports series, including  the  Superbike
World   Championship.   Interpublic   believes   that    the
combination of Brands Hatch's proven promotional  and  track
management    skills   and   Octagon's   series   ownership,
international network and financial resources will create  a
powerful new force in motorsports.

It is intended that Brands Hatch will be merged with Octagon
Motorsports.  Nicola  Foulston, Chief  Executive  of  Brands
Hatch, will join the management board of Octagon.

Interpublic  believes that the combination  of  Octagon  and
Brands  Hatch will strengthen both companies and help expand
the  sale  of  Brands  Hatch's  marketing  services  outside  
the United Kingdom.

Frank Lowe, Chairman and Chief Executive Officer of Octagon,
and a director of Interpublic, said:

   'Nicola   Foulston  and  her  team  have   grown   and
   developed  the  legendary  Brands  Hatch  with   great
   success.   In  the  two  years  since  its  inception,
   Octagon  has  become a leading operator in  the  fast-
   growing  sports  marketing and  entertainment  sector.
   The  success  of Superbike has reinforced  our  belief
   that  motorsport  is  one of  the  most  exciting  and
   fastest  growing areas of sport. This move will  bring
   together  a unique and powerful combination of  series
   ownership,  event promotion and venue  management.  It
   will  also  unite  two  sets  of  highly  skilled  and
   talented  management that will create  a  dynamic  new
   force in international motorsport.'

Commenting on the Offer, Nicola Foulston, Chief Executive of
Brands Hatch, said:

   'We are delighted to have agreed terms with the  board
   of Interpublic and look forward to  becoming  part  of
   Octagon.  Our vision has long been to be  the  leading
   international event promoter and venue manager in world
   motorsports.  To achieve this we  need  to  expand our
   operations   from  our  UK  base  around   the  world.
   Interpublic and  Octagon offer us a unique opportunity
   to   achieve  this  goal  through  their international
   strength and network, the funding they can provide for
   us   to  acquire   international   business   and  the
   international motorsports rights they already control.
 
 Brands   Hatch  has  worked  for  some  time  with   the
 management  of Octagon Motorsports on the UK development
 of  the  Superbike World Championships. We enjoy working
 with  them,  we respect their expertise and we  share  a
 common  corporate culture. We are very  excited  by  the
 future  prospects of Interpublic and believe the  merger
 with  Interpublic and Octagon will bring both  immediate
 and  long-term benefits to our shareholders, our clients
 and our employees.'

9 November 1999


ENQUIRIES

The Interpublic Group of Companies, Inc.
Philip Geier, Jr.   (Chairman of the Board, President and
                     Chief Executive Officer)
Eugene Beard        (Vice-Chairman, Finance and Operations)
Telephone Number:    [phone]
Website Address:     www.interpublic.com

Octagon
Frank Lowe          (Chairman of the Board and Chief Executive
                     Officer of Octagon and a director of Interpublic)
Telephone Number:    0171 881 8888 or [phone]
Website Address:     www.octagon.com

PricewaterhouseCoopers
Philip Kendall
Gerry Young
Telephone Number:    0171 583 5000

Brands Hatch Leisure PLC
Nicola Foulston     (Chief Executive)
Robert Bain         (Group Finance Director)
Telephone Number:    0171 466 5010
Website Address:     www.brands-hatch.co.uk

Pannell Kerr Forster
Nick Whitaker
Hugh Mathew-Jones
Telephone Number:    0171 831 7393

This  summary  should be read in conjunction with  the  full
text  of  the following announcement and the definitions  in
the  following announcement shall have the same meanings  in
the summary.

This   announcement   contains  forward-looking   statements
including with respect to the consummation of the Offer, the
integration  of  services and opportunities related  to  the
Offer.  As such statements apply to future events, they  are
subject  to  risks  and uncertainties which  may  cause  the
actual  results  to  differ materially,  including,  without
limitation, the risk that the Offer will not be consummated,
integration risks related to the Offer and the risk that the
anticipated benefits of the Offer will not be realised.

This      announcement     has     been     approved      by
PricewaterhouseCoopers as an investment advertisement solely
for  the purposes of Section 57 of the UK Financial Services
Act 1986.

PricewaterhouseCoopers,  which is  authorised  to  carry  on
investment   business   by   The  Institute   of   Chartered
Accountants  in England and Wales, is acting for Interpublic
and no one else in connection with the Offer and will not be
responsible  to anyone other than Interpublic for  providing
the      protections     afforded     to     clients      of
PricewaterhouseCoopers or for giving advice in  relation  to
the Offer.

Pannell  Kerr  Forster,  which is  authorised  to  carry  on
investment   business   by   The  Institute   of   Chartered
Accountants in England and Wales, is acting for Brands Hatch
and no one else in connection with the Offer and will not be
responsible to anyone other than Brands Hatch for  providing
the  protections afforded to clients of Pannell Kerr Forster
or for giving advice in relation to the Offer.

This  announcement  does  not  constitute  an  offer  or  an
invitation to purchase any securities.

Copies of this announcement are not being, and must not  be,
mailed  or  otherwise distributed or sent  in  or  into  the
United  States,  Canada,  Australia  or  Japan  and  persons
receiving this announcement (including custodians,  nominees
and  trustees) must not distribute or send it into  or  from
the United States, Canada, Australia or Japan.

Not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.

NOTES TO EDITORS

Interpublic is one of the largest advertising and  marketing
communications  groups in the world. The  Interpublic  Group
employs more than 34,000 people and conducts business in 120
countries worldwide.

Interpublic's  primary  holdings  include  two  wholly-owned
global    advertising   agency   networks,   McCann-Erickson
WorldGroup and The Lowe Group, which includes Lowe Lintas  &
Partners    Worldwide,   as   well   as   four   specialised
communication  services  units,  Western  Initiative   Media
Worldwide,  Draft Worldwide, International Public Relations,
Octagon and other related companies.

Octagon  was  formed  in 1997 following the  acquisition  by
Interpublic   of   two  leading  global   sports   marketing
companies, Advantage International and API. It was  launched
with  the  intention  of  creating  an  international  group
involved  in  all aspects of global sports and entertainment
marketing.  As  part of Interpublic, Octagon has  brought  a
distinctive  marketing perspective to the industry.  Octagon
operates  in  the  following areas: athlete  representation,
consultancy,   event  management,  property  representation,
television   rights   sales  and  distribution,   television
production  and archive, rights ownership and licensing  and
merchandising.  Octagon ranks among  the  top  three  sports
marketing  agencies in the world with over 800 employees  in
17 countries around the world.

Brands Hatch is the largest single organiser and promoter of
motorsport   events  in  the  United  Kingdom,  owning   and
operating  four motorsport circuits at Brands Hatch,  Oulton
Park,  Snetterton and Cadwell Park. Over the past ten  years
it  has  organised  and  promoted an  average  of  over  150
motorsports events each year. Brands Hatch also  operates  a
successful motorsport leisure business, which offers a  wide
range   of  activities  including  motor  racing  and  rally
schools,  corporate entertainment days, testing  and  track-
hire,  supported  by  its  own  catering  and  merchandising
operation.  Earlier  this  year Brands  Hatch  expanded  its
leisure operations with the acquisition of the Rebel  Group,
a karting group whose venues are branded Daytona.




                      RECOMMENDED OFFER
                              
                             by
                              
          THE INTERPUBLIC GROUP OF COMPANIES, INC.
                              
                             for
                              
                  BRANDS HATCH LEISURE PLC

1.   Introduction

The  boards of Brands Hatch and Interpublic jointly announce
today  a  recommended  offer to be made  by  Interpublic  to
acquire  the  whole  of the issued and to  be  issued  share
capital  of Brands Hatch. Brands Hatch will become  part  of
Octagon,  Interpublic's sports marketing  and  entertainment
division.

2.   The Offer

Interpublic  offers  to acquire all the  issued  and  to  be
issued Brands Hatch Shares on the following basis:
                              
   for every 100 Brands          22.67 shares of New
   Hatch Shares                  Interpublic Common Stock

Based   on  the  closing  price  of  $39 1/8  per  share  of
Interpublic Common Stock on the New York Stock Exchange on 8
November  1999 (being the latest practicable date  prior  to
the release of this announcement) and using the Illustrative
Exchange Rate, the Offer:

-  values each Brands Hatch Share at approximately 546p;

-  represents  a premium of approximately 36 per  cent  over
   the  average  middle-market closing  price  of  402p  per
   Brands  Hatch Share for the 30 dealing days prior  to  22
   October  1999,  the date on which Brands Hatch  announced
   that  it had received an approach that might lead  to  an
   offer being made for the company;

-  represents  a premium of approximately 14 per  cent  over
   the  middle-market closing price of 478p per Brands Hatch
   Share on 21 October 1999, the day immediately before  the
   start of the Offer Period;

-  values the existing issued share capital of Brands  Hatch
   at approximately £120 million; and

-  represents a multiple of 37.4 times Brands Hatch's  basic
   earnings per share for the year ended 31 December 1999.

Brands  Hatch  Shares will be acquired by Interpublic  under
the  Offer  fully  paid and free from all  liens,  equities,
charges, encumbrances and other interests of any nature  and
together  with all rights attaching to them from 9  November
1999,  including  the  right  to  receive  and  retain   all
dividends and other distributions declared, made or paid  on
or after 9 November 1999.

The   Offer  extends  to  Brands  Hatch  Shares  which   are
unconditionally allotted or issued while the  Offer  remains
open  for  acceptance (or, subject to the City  Code,  until
such  earlier date as Interpublic may decide) including  any
Brands  Hatch  Shares  unconditionally  allotted  or  issued
pursuant  to the exercise of Options under the Brands  Hatch
Share Option Schemes or otherwise.

The financial effects of acceptance are set out in Appendix
I.

3.   Dealing facility

The  New Interpublic Common Stock will be traded on the  New
York Stock Exchange but will not be listed or traded on  the
London  Stock Exchange. Since Brands Hatch Shareholders  may
not be able to deal easily or economically in the US market,
a  dealing  facility  has  been  established  utilising  the
services  of  Charles  Schwab Europe Limited  and  Durlacher
Limited.   This   arrangement  will  enable   Brands   Hatch
Shareholders  who wish to sell their New Interpublic  Common
Stock to deal at a competitive rate of commission.

4.   Irrevocable undertakings

An  irrevocable  undertaking to accept the  Offer  has  been
received  by Interpublic from Awak Limited, a company  owned
by the J.G. Foulston Children's Settlement Trust, in respect
of 6,519,015 Brands Hatch Shares (representing approximately
29.8   per  cent  of  Brands  Hatch's  entire  issued  share
capital). The J.G. Foulston Children's Settlement Trust is a
trust  settled by the late John Foulston for the benefit  of
his children.

Irrevocable  undertakings  to accept  the  Offer  have  been
received  by Interpublic  from  Nicola Foulston and from Sir
Rodney  Walker and Roger North, non-executive  directors  of
Brands  Hatch,  in respect of an aggregate of 54,789  Brands
Hatch  Shares (representing approximately 0.25 per  cent  of
Brands Hatch's entire issued share capital).

Interpublic  has  also  received an irrevocable  undertaking
from  Robert Bain, a director of Brands Hatch, that,  if  he
exercises  any of his Options, he will accept the  Offer  in
respect  of  all  Brands  Hatch  Shares  issued  to  him  on
exercise. Robert Bain has Options over 200,000 Brands  Hatch
Shares.

All  of  these  irrevocable undertakings will  cease  to  be
binding if a third party makes a competing offer in cash  in
excess of the value of the Offer.

5.   Background to, and reasons for, the Offer

The  boards of Interpublic and Brands Hatch believe that the
merger  of  Interpublic  and  Brands  Hatch  represents   an
important opportunity for their respective businesses.
The board of Brands Hatch believes that:

-  Brands  Hatch  Shareholders will  achieve  an  uplift  in
   capital  value and a significant improvement in liquidity
   by   exchanging  their  Brands  Hatch  Shares   for   New
   Interpublic Common Stock;

-  the  merger  with Interpublic and Octagon,  Interpublic's
   sports   marketing  and  entertainment   division,   will
   provide  Brands Hatch with the financial and  operational
   resources  to exploit strategic opportunities and  expand
   its  venues  and venue promotion activities  without  the
   funding constraints to which it is currently subject;

-  the  merger  with  Interpublic  and  Octagon  will  allow
   Brands  Hatch  to  expand its motorsport event  promotion
   and   leisure   venue   operation  services   using   the
   international network and series management expertise  of
   Octagon; and

-  the  Brands Hatch business, which is marketing-led,  will
   benefit   from  becoming  part  of  one  of  the  largest
   advertising  and marketing communications groups  in  the
   world  and Brands Hatch's position as a leading  promoter
   of  motorsport events, as well as an operator of  leisure
   venues,   in   the  United  Kingdom  will  be   enhanced,
   improving  its  ability  to  serve  global  clients   and
   providing better career opportunities for staff.

The  board  of  Interpublic believes that  the  merger  with
Brands Hatch will:

-  mark  the continuation of Interpublic's successful growth
   strategy  to  build incremental revenue  streams  through
   diversification, as the combination of Brands  Hatch  and
   Octagon  will result in a multinational sports and  event
   group  with more than 40 offices in 17 countries,  making
   it  one of the largest multinational sports marketing and
   entertainment organisations in the world;

-  establish  Octagon  as  a leading operator  in  the  fast
   growing  motorsport event promotion and venue  management
   industry;

-  provide  Octagon  with  racing  circuit  and  motorsports
   venue  management skills to add to its series  ownership,
   a  powerful combination leading to strategic and revenue-
   enhancing benefits; and

-  complement  Octagon's  multinational  business  base  and
   provide  additional proven management strength in  sports
   marketing and entertainment.

6.   Information relating to Interpublic

Interpublic is one of the largest advertising and  marketing
communications  groups in the world. The  Interpublic  Group
employs more than 34,000 people and conducts business in 120
countries worldwide. Interpublic's primary holdings  include
two  wholly-owned global advertising agency networks, McCann
Erickson WorldGroup and The Lowe Group, which includes  Lowe
Lintas  &  Partners Worldwide, as well as  four  specialised
communication  services  units,  Western  Initiative   Media
Worldwide,  Draft Worldwide, International Public Relations,
Octagon and other related companies.

The  advertising agency business is the primary business  of
Interpublic. This business is conducted throughout the world
through  McCann-Erickson  WorldGroup  and  The  Lowe  Group. 
Interpublic also carries on a media-buying business  through
its  ownership of Western Initiative Media Worldwide and its
affiliates,  a  direct  and promotional  marketing  business
through  its  ownership of Draft Worldwide, a global  public
relations  business through its ownership  of  International
Public   Relations   and   a   multinational   sports    and
entertainment  marketing business through its  ownership  of
Octagon.  Other  activities conducted by Interpublic  within
the  area of 'marketing communications' include brand equity
and   corporate  identity  services,  graphic   design   and
interactive  services,  management  consulting  and   market
research,  sales  meetings and events, sales  promotion  and
other   related  specialised  marketing  and  communications
services.

Octagon  was  formed  in 1997 following the  acquisition  by
Interpublic   of   two  leading  global   sports   marketing
companies, Advantage International and API. It was  launched
with  the  intention  of  creating  an  international  group
involved  in  all aspects of global sports and entertainment
marketing. Octagon operates in the following areas:  athlete
representation,  consultancy,  event  management,   property
representation,  television rights sales  and  distribution,
television  production  and archive,  rights  ownership  and
licensing  and  merchandising. Octagon ranks among  the  top
three  sports marketing agencies in the world with over  800
employees in 17 countries around the world.

Interpublic  Common Stock is traded on the  New  York  Stock
Exchange. Based on the closing price of $391/8 per share  of
Interpublic  Common  Stock  on 8 November  1999  (being  the
latest  practicable  date  prior  to  the  release  of  this
announcement),   Interpublic   had   a   market   value   of
approximately $11.0 billion.

For  the  year ended 31 December 1998, Interpublic  reported
net income of $309.9 million (1997: $200.4 million) on gross
income  of  $4.0 billion (1997: $3.5 billion), reported  net
income  per share of $1.14 (1997: $0.77) and paid  dividends
of  $0.29  per share (1997: $0.25). As at 31 December  1998,
Interpublic  reported gross assets of  $6.9  billion  (1997:
$6.0 billion).

For  the six months ended 30 June 1999, Interpublic reported
net income of $184.2 million (1998: $156.3 million) on gross
income of $2.1 billion (1998: $1.9 billion) and reported net
income per share of $0.67 (1998: $0.58). As at 30 June 1999,
Interpublic  reported gross assets of  $7.7  billion  (1998:
$6.3 billion).

For  the  nine  months ended 30 September 1999,  Interpublic
reported net income of $243 million (1998: $203 million)  on
gross  income  of  $3.1  billion (1998:  $2.8  billion)  and
reported net income per share of $0.89 (1998: $0.75).

7.  Information relating to Brands Hatch

Brands Hatch is the largest single organiser and promoter of
motorsport   events  in  the  United  Kingdom,  owning   and
operating  four motorsport circuits at Brands Hatch,  Oulton
Park,  Snetterton and Cadwell Park. Over the past ten  years
it  has  organised  and  promoted an  average  of  over  150
motorsports events each year. Brands Hatch also  operates  a
successful motorsport leisure business, which offers a  wide
range   of  activities  including  motor  racing  and  rally
schools,  corporate entertainment days, testing  and  track-
hire,  supported  by  its  own  catering  and  merchandising
operation.  Earlier  this  year Brands  Hatch  expanded  its
leisure operations with the acquisition of the Rebel  Group,
a karting group whose venues are branded Daytona.

For  the  year ended 31 December 1998, Brands Hatch reported
operating  profit of £5.06 million (1997: £4.01 million)  on
turnover  of £19.33 million (1997: £16.01 million), reported
earnings per share of 14.6p (1997: 11.1p) and paid dividends
of  4.0p  per  share (1997: 3.7p). As at 31  December  1998,
Brands  Hatch  reported net assets of £33.96 million  (1997:
£18.18 million).

For the six months ended 30 June 1999, Brands Hatch reported
operating  profit of £2.36 million (1998: £2.00 million)  on
turnover  of  £10.41  million  (1998:  £8.32  million)   and
reported earnings per share of 6.6p (1998: 5.5p). As  at  30
June  1999,  Brands  Hatch reported  net  assets  of  £35.40
million (1998: £19.39 million).

8.  Accounting treatment

Pooling of interests

It  is a condition of the Offer that Interpublic receives  a
letter   from   PricewaterhouseCoopers  LLP,   Interpublic's
auditors, dated as of the date on which the Offer becomes or
is declared unconditional in all respects (equivalent to the
consummation  of  the transaction under US law),  confirming
that  they  concur with Interpublic management's  conclusion
that the acquisition of Brands Hatch may be accounted for as
a pooling of interests under US GAAP. PricewaterhouseCoopers
LLP has confirmed to Interpublic that they are not currently
aware  of any information which would contradict Interpublic
management's  current  conclusion that  the  acquisition  of
Brands  Hatch may be accounted for as a pooling of interests
under US GAAP.

Affiliate agreements

In connection with the intended treatment of the acquisition
of Brands Hatch by Interpublic as a pooling of interests for
accounting  purposes, certain directors and shareholders  of
Brands  Hatch have agreed not to sell, transfer or otherwise
dispose  of,  or  reduce their risk  relative  to,  any  New
Interpublic Common Stock or Brands Hatch Shares  during  the
period  commencing  30 days before the consummation  of  the
transaction  until  the date that Interpublic  notifies  the
director  or  shareholder  that it has  published  financial
results covering at least 30 days of combined operations  of
Brands  Hatch and Interpublic following the consummation  of
the  transaction.  Assuming that the  Offer  becomes  or  is
declared wholly conditional on or before 1 December 1999, it
is expected that such notification will be given in February
2000 when Interpublic expects to publish its results for the
year ending 31 December 1999.

9.  Compulsory acquisition and delisting

If  all  the  Conditions are satisfied  or  (to  the  extent
permitted) waived and Interpublic has acquired, or agreed to
acquire, pursuant to the Offer or otherwise, at least 90 per
cent  in  nominal value of the Brands Hatch Shares to  which
the  Offer relates (as defined in the Acceptance Condition),
Interpublic  intends  to  apply the  Compulsory  Acquisition
Procedures to acquire any outstanding Brands Hatch Shares on
the same terms as the Offer.

If  the Brands Hatch Shares become subject to the Compulsory
Acquisition  Procedures in this manner, Interpublic  intends
(subject  to  applicable requirements of  the  London  Stock
Exchange) that Brands Hatch should apply to the London Stock
Exchange  for the cancellation of the listing of the  Brands
Hatch Shares (if it has not already done so).

10. New Interpublic Common Stock

The New Interpublic Common Stock will rank pari passu in all
respects   with  the  existing  Interpublic  Common   Stock,
including the right to any dividends and other distributions
declared,  paid  or made after the date on which  the  Offer
becomes  or  is declared unconditional in all respects.  For
the  avoidance of doubt, Brands Hatch Shareholders will  not
be  entitled  to  Interpublic's quarterly dividend  of  81/2
cents  per  share  payable  to Interpublic  Stockholders  of
record on 29 November 1999. The New Interpublic Common Stock
will  be delivered in accordance with the terms of the Offer
without  regard to any lien, right of set-off,  counterclaim
or other analogous rights to which Interpublic may otherwise
be,   or   claim  to  be,  entitled  against  Brands   Hatch
Shareholders.

11. Board, management and employees

Interpublic has assured the board of Brands Hatch  that  the
existing employment rights of employees of Brands Hatch  and
its  subsidiaries, including pension rights, will  be  fully
safeguarded.

It  is  intended  that Nicola Foulston, Chief  Executive  of
Brands Hatch, will join the management board of Octagon.

12. Brands Hatch Share Option Schemes

The  Offer will extend to any Brands Hatch Shares which  are
unconditionally allotted or issued while the  Offer  remains
open  for  acceptance (or, subject to the City  Code,  until
such  earlier  date  as Interpublic may  decide),  including
Brands  Hatch  Shares  unconditionally  allotted  or  issued
pursuant  to the exercise of Options under the Brands  Hatch
Share  Option Schemes. If the Offer becomes or  is  declared
unconditional in all respects, all outstanding Options  will
become  exercisable  at  that time. Optionholders  may  then
exercise  their Options and either sell their  Brands  Hatch
Shares  in the market (to the extent that a market in Brands
Hatch  Shares  exists at that time) or accept the  Offer.  A
letter  explaining  these  alternatives  will  be  sent   to
Optionholders at that time.

13. Recommendation

The  directors of Brands Hatch, who have been so advised  by
Pannell Kerr Forster, consider the terms of the Offer to  be
fair and reasonable. In providing advice to the directors of
Brands  Hatch, Pannell Kerr Forster has taken  into  account
the commercial assessments of the directors of Brands Hatch.

Accordingly,  the  directors  of  Brands  Hatch  unanimously
recommend  that Brands Hatch Shareholders accept the  Offer,
as they have each irrevocably undertaken to do in respect of
their  own  beneficial shareholdings and  those  of  certain
persons  connected with them amounting to  6,573,804  Brands
Hatch Shares, which represent approximately 30.0 per cent in
aggregate of the Brands Hatch Shares.

14. Formal documentation

The formal documentation relating to the Offer is being sent
to  Brands  Hatch  Shareholders today.  The  Offer  Document
specifies  the actions that should be taken by Brands  Hatch
Shareholders.

15. General

The  Offer  will  be subject to the Conditions  set  out  in
Appendix II to this announcement and to such other terms  to
be  set  out  in  the Offer Document as may be  required  to
comply with the Companies Act and the provisions of the City
Code.  Persons  not resident in the United  Kingdom  may  be
affected  by the laws of the relevant jurisdiction.  Persons
who  are  not  resident in the United Kingdom should  inform
themselves about and observe any applicable requirements.

If  the  Offer becomes or is declared unconditional  in  all
respects,  fractions of shares of Interpublic  Common  Stock
will  not  be  issued to accepting Brands Hatch Shareholders
who  will instead receive from Interpublic an amount in cash
in  lieu  of  any entitlements to a fraction of a  share  of
Interpublic  Common Stock. However, individual  entitlements
of  less  than  £3.00  will  not be  paid  to  Brands  Hatch
Shareholders  but will be retained for the  benefit  of  the
Enlarged Interpublic Group.

Definitions of certain expressions used in this announcement
are set out in Appendix III.

This   announcement   contains  forward-looking   statements
including with respect to the consummation of the Offer, the
integration  of  services and opportunities related  to  the
Offer.  As such statements apply to future events, they  are
subject  to  risks  and uncertainties which  may  cause  the
actual  results  to  differ materially,  including,  without
limitation, the risk that the Offer will not be consummated,
integration risks related to the Offer and the risk that the
anticipated benefits of the Offer will not be realised.

This      announcement     has     been     approved      by
PricewaterhouseCoopers as an investment advertisement solely
for  the purposes of Section 57 of the UK Financial Services
Act 1986.

PricewaterhouseCoopers,  which is  authorised  to  carry  on
investment   business   by   The  Institute   of   Chartered
Accountants in England and Wales, is acting exclusively  for
Interpublic and no one else in connection with the Offer and
will not be responsible to anyone other than Interpublic for
providing   the   protections   afforded   to   clients   of
PricewaterhouseCoopers nor for giving advice in relation  to
the Offer.

Pannell  Kerr  Forster,  which is  authorised  to  carry  on
investment   business   by   The  Institute   of   Chartered
Accountants in England and Wales, is acting exclusively  for
Brands  Hatch and no one else in connection with  the  Offer
and  will  not  be responsible to anyone other  than  Brands
Hatch  for providing the protections afforded to clients  of
Pannell Kerr Forster nor for providing advice in relation to
the Offer.

This  announcement  does  not  constitute  an  offer  or  an
invitation to purchase any securities.

Copies of this announcement are not being, and must not  be,
mailed  or  otherwise distributed or sent  in  or  into  the
United  States,  Canada,  Australia  or  Japan  and  persons
receiving this announcement (including custodians,  nominees
and  trustees) must not distribute or send it into  or  from
the United States, Canada, Australia or Japan.

9 November 1999


Appendix I

Financial effects of acceptance

The following tables set out, for illustrative purposes only
and  on  the  bases  and  assumptions  set  out  below,  the
financial effects of acceptance on capital value and  income
for  a holder of 100 Brands Hatch Shares accepting the Offer
if  the  Offer becomes or is declared unconditional  in  all
respects:

(a) Capital value(1)
                                                  A        B
Sterling equivalent value of 22.67
shares of New Interpublic Common Stock(2)   £546.19  £546.19
Market value of 100 Brands Hatch Shares(3)  £401.98  £478.00
Increase in value                           £144.21   £68.19
Percentage increase                           35.9%    14.3%

Notes:

(1) No  account has been taken of any liability to  taxation
    or  for  the  treatment  of fractional  entitlements  to
    Interpublic  Common  Stock. The New  Interpublic  Common
    Stock  will not include Interpublic's quarterly dividend
    of   81/2   cents  per  share  payable  to   Interpublic
    Stockholders of record on 29 November 1999.

(2) The  sterling equivalent value of New Interpublic Common
    Stock  is  based  on the closing price  of  $39 1/8  per
    share  of Interpublic Common Stock on the New York Stock
    Exchange   on   8  November  1999  (being   the   latest
    practicable   date  prior  to  the   release   of   this
    announcement) and using the Illustrative Exchange Rate.

(3) The  market  value of Brands Hatch Shares is  based,  in
    column A, on the average middle-market closing price  of
    401.98p  per Brands Hatch Share for the 30 dealing  days
    prior  to  22  October 1999, the date  on  which  Brands
    Hatch  announced that it had received an  approach  that
    might lead to an offer being made for the company,  and,
    in  column B, on the middle-market closing price of 478p
    per  Brands  Hatch  Share on 21 October  1999,  the  day
    immediately before the start of the Offer Period.

(b) Income(1)

Dividend income from 100 Brands Hatch Shares(2)        £4.00
Dividend income from 22.67 shares of New
Interpublic Common Stock (3)                           £4.30
Increase in dividend income                            £0.30
Percentage increase                                     7.5%

Notes:

(1) No  account has been taken of any liability to  taxation
    of income.

(2) Being  the  4.0  pence  (net)  final  dividend  for  the
    financial  year  ended  31  December  1998  (no  interim
    dividend  was declared for the financial year ending  31
    December 1999).

(3) Based  on  aggregate dividends of 31.0 cents, being  the
    four  quarterly dividends of $0.075, $0.075, $0.075  and
    $0.085  in respect of the three month periods  ended  30
    September 1998, 31 December 1998, 31 March 1999  and  30
    June 1999, respectively, converted at exchange rates  of
    £1.00   for  $1.6989,  $1.6580,  $1.6143  and   $1.5753,
    respectively,  being  the US dollar  to  pound  sterling
    spot  exchange  rate in respect of the  relevant  period
    end date.



Appendix II 

Conditions of the offer

The Offer is governed by English law and is subject to the
following Conditions:

(a)   valid  acceptances  being   received  (and  not,  where
permitted, withdrawn) by not later  than the Initial  Closing
Date  in respect of not less than 90  per cent (or such lower
percentage  as Interpublic may decide)  of the  Brands  Hatch
Shares  to which the Offer relates and  Interpublic (together
with  any  of its wholly owned  subsidiaries) having acquired
or  agreed  to acquire (pursuant  to the Offer or  otherwise)
Brands  Hatch Shares carrying in  aggregate more than 50  per
cent  of  the votes then normally  exercisable at  a  general
meeting of Brands Hatch. For the  purposes of this Condition:

(i)  the  expression 'Brands  Hatch Shares to which the Offer
     relates' is to be construed  in accordance with Sections
     428 to 430F of the Companies Act; and

(ii) Brands Hatch  Shares  which  have  been  unconditionally
     allotted but not issued are  deemed to carry the  voting
     rights which  they will carry  on being entered  in  the
     register of members of Brands Hatch;

(b)   the  Registration  Statement,  and  any  post-effective
amendments  thereto,  having   become  effective  under   the
Securities   Act   and   no   stop   order   suspending   the
effectiveness  of such  registration statement  or  any  part
thereof  having  been  issued  and  no  proceeding  for  that
purpose having been initiated or threatened by the SEC;

(c)   Interpublic   having     received   a    letter    from
PricewaterhouseCoopers LLP,  dated as of the  date  on  which
the  Offer  becomes  or  is  declared  unconditional  in  all
respects,  confirming  their   concurrence  with  Interpublic
management's conclusion that  the acquisition of Brands Hatch
may  be  accounted  for as a  pooling of interests  under  US
GAAP;

(d)   no Authority having, before  the  date  when  the Offer
otherwise  becomes unconditional in all respects,  intervened
in a manner which would or might reasonably be  expected to:

(i)   make  the  Offer, its implementation or the acquisition
      or  proposed  acquisition of any or  all  Brands  Hatch
      Shares or of control of Brands Hatch by Interpublic  or
      any  member  of  the  Wider  Interpublic  Group,  void,
      illegal  or  unenforceable  under  the  laws   of   any
      jurisdiction, in each case to a material extent;

(ii)  directly  or  indirectly restrict, restrain,  prohibit,
      delay  or otherwise interfere in the implementation  of
      the  Offer  or the acquisition or proposed  acquisition
      of  any  or  all Brands Hatch Shares or of  control  of
      Brands Hatch by Interpublic or any member of the  Wider
      Interpublic  Group or impose additional  conditions  or
      obligations  with  respect to the  Offer  or  otherwise
      challenge  the  Offer or such acquisition  or  proposed
      acquisition, in each case to a material extent;

(iii) result, directly or indirectly, in a material delay  in
      the  ability  of  any member of the  Wider  Interpublic
      Group,  or  render any member of the Wider  Interpublic
      Group  unable,  to acquire some or all  of  the  Brands
      Hatch Shares;

(iv)  require,  prevent  or  delay  the  divestiture  by  any
      member of the Wider Interpublic Group of any shares  or
      other securities (or the equivalent) in Brands Hatch; 

(v)   require,  prevent  or  delay  the  divestiture  by  any
      member  of the Wider Interpublic Group or by any member
      of  the Wider Brands Hatch Group of all or any material
      part   of   their  respective  businesses,  assets   or
      properties  or impose any limitation on the ability  of
      any   of  them  to  conduct  any  of  their  respective
      businesses   or   own   their  respective   assets   or
      properties or any material part of them;

(vi)  impose  any  material limitation on,  or  result  in  a
      material  delay in, the ability of any  member  of  the
      Wider  Interpublic  Group or any member  of  the  Wider
      Brands  Hatch Group to acquire or to hold  or  exercise
      effectively, directly or indirectly, all or any  rights
      of  ownership in respect of shares or other  securities
      (or  the  equivalent)  in, or  to  exercise  management
      control  over,  any  member of  the  Wider  Interpublic
      Group  or  any member of the Wider Brands  Hatch  Group
      respectively;

(vii) save  pursuant  to  the Offer or Part  XIII  A  of  the
      Companies   Act,  require  any  member  of  the   Wider
      Interpublic  Group or the Wider Brands Hatch  Group  to
      acquire,  or to offer to acquire, any shares  or  other
      securities  (or  the  equivalent) or  interest  in  any
      member of the Wider Interpublic Group or any member  of
      the  Wider Brands Hatch Group owned by any third party,
      in each case to an extent which is material; 

(viii)impose  any  material limitation on the ability of  any
      member of the Wider Interpublic Group or any member  of
      the  Wider  Brands  Hatch Group  to  integrate  or  co-
      ordinate its business, or any part of it, with  all  or
      any  part of the businesses of any other member of  the
      Wider  Interpublic  Group or any member  of  the  Wider
      Brands Hatch Group;

(ix)  result in any member of the Wider Interpublic Group  or
      any  member of the Wider Brands Hatch Group ceasing  to
      be  able  to  carry on business under  any  name  under
      which  it presently does so, in each case to an  extent
      which is material; or

(x)   otherwise   adversely  affect  any  or   all   of   the
      businesses, assets, profits or prospects of any  member
      of  the  Wider Interpublic Group or any member  of  the
      Wider  Brands  Hatch Group, in each case to  an  extent
      which  is material in the context of the relevant group
      taken as a whole;

and all  applicable waiting and other time periods (including
any   extensions  of these) during which any Authority  could
intervene  under the laws of any jurisdiction having expired,
lapsed or been terminated;

(e)   save as  disclosed in the Annual Report and Accounts of
Brands  Hatch  or  as disclosed in the interim  statement  of
Brands  Hatch for  the six months ended 30 June  1999  or  as
otherwise publicly  announced in accordance with the  Listing
Rules by Brands  Hatch before 9 November 1999 or as disclosed
to  Interpublic or  its advisers before 9 November  1999,  no
member  of  the  Wider  Brands Hatch Group having  (since  31
December 1998):

(i)   recommended,  declared, paid or  made  or  proposed  to
      recommend,  declare, pay or make, any  dividend,  bonus
      or  other  distribution (payable in cash or  otherwise)
      other   than   to   Brands   Hatch   (or   wholly-owned
      subsidiaries of Brands Hatch);

(ii)  issued  or agreed to, authorised, proposed or announced
      an  intention  to authorise or propose,  the  issue  or
      grant  of, additional shares of any class or securities
      convertible  into  shares  of  any  class  or   rights,
      warrants  or  options  to  subscribe  for  or  acquire,
      shares  of any class or securities into shares  of  any
      class  (save  as between Brands Hatch and  wholly-owned
      subsidiaries  of  Brands Hatch  and  save  for  Options
      granted,  and  the  issue  of shares  pursuant  to  the
      exercise of Options granted, before 9 November 1999);

(iii) issued  or agreed to, authorised, proposed or announced
      an  intention  to authorise or propose, the  issue  of,
      any   debentures   or   incurred   or   increased   any
      indebtedness or contingent liability (save  as  between
      Brands  Hatch  and wholly owned subsidiaries  of Brands
      Hatch);

(iv)  merged with or demerged or acquired or disposed of  any
      body corporate or authorised, proposed or announced  an
      intention   to   authorise  or  propose   the   merger,
      acquisition,  demerger  or transfer  of  any  asset  of
      material value or any right, title or interest  in  any
      material  asset (including, without limitation,  shares
      and  trade  investments), save as between Brands  Hatch
      and  its  wholly-owned subsidiaries and  to  an  extent
      which  is  material in the context of the Wider  Brands
      Hatch Group taken as a whole;
                              
(v)   made,  proposed, authorised or announced  an  intention
      to  make, propose or authorise, any change in its share
      or  (save  as between Brands Hatch and its wholly-owned
      subsidiaries)  loan  capital,  save  for   any   shares
      allotted  pursuant to the exercise of  Options  granted
      before 9 November 1999;

(vi)  without limitation to paragraph (e)(v) of this  Part  A
      of   Appendix  I,  purchased,  redeemed  or  repaid  or
      proposed the purchase, redemption or repayment  of  any
      of,  its own shares or other securities (or equivalent)
      or  reduced or made any other change to any part of its
      share  capital which is in any such case material (save
      as   between   Brands  Hatch  and  its   wholly   owned
      subsidiaries);

(vii) entered    into,   varied,   authorised,  proposed   or
      announced  its  intention to enter  into  or  vary  any
      contract,  transaction, arrangement or  commitment  (in
      respect of capital expenditure or otherwise) which: 

     (aa)  is   of  a  loss making,  long-term,  onerous  or
           unusual nature or magnitude;

     (bb)  would  be restrictive  on  the  business  of  any
           member  of  the Wider Brands Hatch Group  or  any
           member of the Wider Interpublic Group; or

     (cc)  involves or could involve an obligation which  is
           of  a  loss making, long term, onerous or unusual
           nature  or  magnitude or could be restrictive  on
           the  business  of any member of the Wider  Brands
           Hatch   Group   or  any  member  of   the   Wider
           Interpublic Group;

(viii)mortgaged,  charged,  encumbered or created  any  other
      security  interest over any material  right,  title  or
      interest  in  the  whole or any part of  the  business,
      property  or  assets of any member of the Wider  Brands
      Hatch Group;

(ix)  entered  into  or  varied  or  made  any  offer  (which
      remains open for acceptance) to enter into or vary  the
      terms of any agreement, arrangement or commitment  with
      any  of  the  directors, officers or employees  of  any
      member of the Wider Brands Hatch Group or increased  in
      any   manner  the  compensation  or  benefits  of   any
      director,  officer  or employee of any  member  of  the
      Wider  Brands  Hatch Group, in each case to  an  extent
      which is material;

(x)   taken  or  proposed  any corporate action  or  had  any
      legal  proceedings instituted or threatened or petition
      presented   for   its   winding-up   (voluntarily    or
      otherwise), dissolution or reorganisation  or  for  the
      appointment     of     a    receiver,    administrator,
      administrative receiver, trustee or similar officer  of
      all  or  any  of  its assets and revenues  or  for  any
      analogous  proceedings or steps in any jurisdiction  or
      for  the  appointment of any analogous  person  in  any
      jurisdiction;

(xi)  been  unable or admitted in writing that it  is  unable
      to  pay  its  debts or having stopped or suspended  (or
      threatened  to stop or suspend) payment  of  its  debts
      generally or ceased or threatened to cease carrying  on
      all or a substantial part of its business;

(xii) made  any alteration to its memorandum and articles of
      association or any other incorporation documents;

(xiii)waived, compromised or settled any material claim; or

(xiv) entered  into any agreement, arrangement or commitment
      or  passed  any  resolution or made  any  offer  (which
      remains  open for acceptance) or announced any proposal
      or  intention  with respect to any of the transactions,
      matters or events referred to in this paragraph (e).

(f)   save  as disclosed in the Annual Report and Accounts of
Brands  Hatch   or as disclosed in the interim  statement  of
Brands Hatch for  the six months ended on 30 June 1999 or  as
otherwise  publicly  announced by Brands Hatch in  accordance
with  the  Listing   Rules  before  9  November  1999  or  as
disclosed  to  Interpublic or its advisers before 9  November
1999 and since 31 December 1998:

(i)   there  having  been  no  adverse  material  change   or
      deterioration  of  the business, assets,  financial  or
      trading  position or profits or prospects of the  Wider
      Brands Hatch Group taken as a whole;

(ii)  no  litigation or arbitration proceedings,  prosecution
      or  other  legal  proceedings having  been  instituted,
      threatened,    announced,   intimated   or    remaining
      outstanding  to  which any member of the  Wider  Brands
      Hatch  Group  is or may become a party (as claimant  or
      defendant or otherwise);
                              
(iii) no  enquiry  or  investigation  by   or  complaint  or
      reference  to  any Authority (save as a result  of  the
      Offer)  having  been instituted, threatened,  announced
      by  or  against or remaining outstanding in respect  of
      any  member  of the Wider Brands Hatch Group  which  in
      any  of  those  cases  might have a materially  adverse
      effect  on  the  Wider Brands Hatch Group  taken  as  a
      whole; or

(iv)  no  contingent  or  other liability  having  arisen  or
      become  apparent or increased which might be likely  to
      have  a  materially adverse effect on the Wider  Brands
      Hatch Group taken as a whole;

(g)   save   as  disclosed  to  Interpublic  or  any  of  its
advisers  before 9 November 1999, there being no provision of
any  Instrument to which any member of the Wider Brands Hatch
Group  is  a party or by or to which any member of the  Wider
Brands  Hatch  Group  or  any of its  assets  may  be  bound,
entitled or subject or  any circumstance, which could,  as  a
consequence of the making  of the Offer or the acquisition or
proposed acquisition by  Interpublic of the share capital  of
Brands Hatch or any part  of it or a change in the control or
management of any member  of the Wider Brands Hatch Group  or
otherwise, result in:

(i)   any  monies  borrowed by, or any other indebtedness  or
      liabilities  (actual  or  contingent)  of,   or   grant
      available  to,  any  member of the Wider  Brands  Hatch
      Group  being or becoming repayable or capable of  being
      declared  repayable, immediately or before  the  stated
      repayment  date  in  the relevant  Instrument,  or  the
      ability  of any member of the Wider Brands Hatch  Group
      to  borrow  monies  or  incur  any  indebtedness  being
      withdrawn  or  inhibited or becoming capable  of  being
      withdrawn or inhibited;

(ii)  the creation or enforcement of any mortgage, charge  or
      other  security interest on or in relation to the whole
      or  any  part  of  the  business, property,  assets  or
      interests  of  any  member of the  Wider  Brands  Hatch
      Group   or  any  mortgage,  charge  or  other  security
      interest  (whenever arising or having arisen)  becoming
      enforceable;

(iii) any Instrument or the rights, liabilities, obligations
      or  interests  of any member of the Wider Brands  Hatch
      Group  arising under any Instrument being, or  becoming
      capable  of being, terminated or adversely modified  or
      affected  or  any  adverse action being  taken  or  any
      obligation or liability arising under any Instrument;

(iv)  any  interest, assets or property of any member of  the
      Wider  Brands Hatch Group being or becoming capable  of
      being  required to be disposed of or charged  otherwise
      than in the ordinary course of business;

(v)   the  rights,  liabilities,  obligations  interests   or
      business of any member of the Wider Brands Hatch  Group
      in  or with any other venture, person, firm, company or
      body,  or  any arrangements relating to those interests
      or  that business, being terminated, adversely modified
      or affected;

(vi)  any  member of the Wider Brands Hatch Group ceasing  to
      be  able  to  carry on business under  any  name  under
      which it presently does so;

(vii) the  respective   value,  or the financial  or  trading
      position,  profit  or prospects of any  member  of  the
      Wider Brands Hatch Group being adversely affected; or

(viii)the  creation of any liabilities (actual or contingent)
      by   any  member  of  the  Wider  Brands  Hatch  Group,
      otherwise than in the ordinary course of business;

(in  any  case  to an extent which is material in the context
of  the  Wider  Brands Hatch Group taken as a whole)  and  no
event  having  occurred  which, under any  provision  of  any
Instrument  to  which  any member of the Wider  Brands  Hatch
Group is a party, or  to which any member of the Wider Brands
Hatch  Group or any  of its assets may be bound, entitled  or
subject,  could  result in any of the events or circumstances
referred to in this paragraph (g); and

(h)   Interpublic not  having  discovered,  after  8 November
1999, that:

(i)   any    financial,   business   or   other   information
      concerning  the Wider Brands Hatch Group  disclosed  at
      any  time  by or on behalf of any member of  the  Wider
      Brands  Hatch  Group (publicly, to any  member  of  the
      Wider Interpublic Group or otherwise) is misleading  or
      contains a misrepresentation of fact or omits to  state
      a  fact necessary to make any information contained  in
      it  not  misleading  in any case  which  has  not  been
      corrected by any subsequent public announcement  before
      9  November  1999 and which is material in the  context
      of the Wider Brands Hatch Group taken as a whole;

(ii)  any member of the Wider Brands Hatch Group will, or  is
      likely to, be adversely affected by any failure of  any
      computer   hardware,   software   or   embedded    chip
      technology relied on by any member of the Wider  Brands
      Hatch  Group to be Year 2000 Compliant or by  the  cost
      or  disruption  to  normal activities  caused  by  work
      carried  out  or to be carried out to ensure  that  the
      relevant  computer hardware, software or embedded  chip
      technology is Year 2000 Compliant;

(iii) any   member  of  the  Wider  Brands  Hatch  Group   or
      partnership,  company  or other  entity  in  which  any
      member  of the Wider Brands Hatch Group has an interest
      and  which  is not a subsidiary undertaking  of  Brands
      Hatch,  is  subject  to  any liability,  contingent  or
      otherwise, which is not disclosed in the Annual  Report
      and   Accounts  of  Brands  Hatch  or  in  the  interim
      statement of Brands Hatch for the six months  ended  30
      June  1999  or  has  not otherwise  been  disclosed  to
      Interpublic  or publicly announced by Brands  Hatch  in
      accordance  with  the Listing Rules before  9  November
      1999  which  is material in the context  of  the  Wider
      Brands Hatch Group taken as a whole;

(iv)  any  past  or present member of the Wider Brands  Hatch
      Group  has not complied with all applicable legislation
      or  regulations in any jurisdiction or any  contractual
      term   or  arrangement  with  regard  to  the  storage,
      disposal, discharge, spillage, leak or emission of  any
      waste  or hazardous substances or any substance  likely
      to  impair  the  environment or harm human  health,  or
      otherwise  relating to environmental matters,  or  that
      there  has  otherwise  been such  disposal,  discharge,
      spillage,  leak or emission (whether or  not  the  same
      constituted  a  noncompliance by any  person  with  any
      such legislation or regulations or contractual term  or
      arrangement  and  wherever  the  same  may  have  taken
      place)  which would or might give rise to any liability
      for  cost  (actual, prospective or contingent)  on  the
      part  of  any  member of the Wider Brands  Hatch  Group
      which  is  material in the context of the Wider  Brands
      Hatch Group taken as a whole;

(v)
      (aa)  there has  been, or is likely to be, a  disposal,
            discharge,   spillage  or  leak   of   waste   or
            hazardous  substances or any substance likely  to
            impair the environment or harm human health,  on;
            or

      (bb)  there has  been, or is likely to be, an  emission
            of   waste   or  hazardous  substances   or   any
            substance  likely  to impair the  environment  or
            harm human health, from;

      any  property now or previously owned, occupied or made
      use  of  by  any past or present member  of  the  Wider
      Brands  Hatch  Group or in which any  past  or  present
      member  of  the Wider Brands Hatch Group  may  have  or
      previously  have had or be deemed to have  or  to  have
      had  an  interest under any environmental  legislation,
      regulation, notice, circular or order of any  Authority
      or  otherwise which would be likely to give rise to any
      liability  (actual, prospective or contingent)  on  the
      part of any member of the Wider Brands Hatch Group;
     
(vi)  there  is,  or is likely to be, any liability  (actual,
      prospective  or  contingent)  or  requirement  to  make
      good,  repair, reinstate or clean up any  property  now
      or  previously owned, occupied or made use  of  by  any
      past  or present member of the Wider Brands Hatch Group
      or  in which any member of the Wider Brands Hatch Group
      may  have or previously have had or be deemed  to  have
      or   to   have  had  an  interest  under  any  statute,
      regulation, notice, circular, order or decision of  any
      Authority or otherwise; or

(vii) circumstances  exist  (as a result of the making of the
      Offer or otherwise):

      (aa)  which  would be  likely to lead to any  Authority
            instituting; or
     
      (bb)  in which  any  member  of the  Wider  Interpublic
            Group  or any present or past member of the Wider
            Brands  Hatch  Group  would  be  likely   to   be
            required to institute;

      any  environmental audit or take any other steps  which
      would  in  any case be likely to result in any  actual,
      prospective  or  contingent  liability  to  make  good,
      repair,  reinstate  or clean up  any  property  now  or
      previously owned, occupied or made use of by  any  past
      or  present member of the Wider Brands Hatch  Group  or
      in  which  any member of the Wider Brands  Hatch  Group
      may  have or previously have had or be deemed  to  have
      or   to   have  had  an  interest  under  any  statute,
      regulation, notice, circular, order or decision of  any
      Authority or otherwise.

For the purposes of these Conditions:

(1)     'Authority'   means   any   government,   government
department  or  governmental, quasi-governmental,  state  or
local   government,  supranational,  statutory,  regulatory,
administrative  or investigative body, authority  (including
any  national  antitrust  or  merger  control  authorities),
court,    trade   agency,   association,   institution    or
professional  or environmental body or any other  person  or
body in any jurisdiction;

(2)    an Authority shall be regarded as having 'intervened'
if  it has decided to take, institute, implement or threaten
any  action,  proceedings, suit, investigation,  inquiry  or
reference   or  made,  proposed  or  enacted  any   statute,
regulation, decision or order or taken any measures or other
steps  or required any action to be taken or information  to
be   provided   or  otherwise  having  done   anything   and
'intervene' is to be construed accordingly; and

(3)   'Instrument' means any arrangement, agreement, lease,
licence, permit, franchise or other instrument.

Interpublic may waive in whole or in part all or any of  the
Conditions,  except the Acceptance Condition  and  Condition
(b).

Interpublic will not invoke any of the Conditions (e) to (h)
(inclusive)   in  relation  to  circumstances  which   would
otherwise  give  rise to the right to invoke  any  of  these
Conditions  where  there  has been fair  disclosure  of  the
relevant circumstances to Interpublic or its advisers by  or
on behalf of Brands Hatch before 9 November 1999.

Conditions  (b) to (d) must be satisfied or (to  the  extent
permitted)  waived by midnight (London time) on 21  December
1999  or,  if later, by midnight on the 21st day  after  the
date  on which the Acceptance Condition is fulfilled  or  is
declared fulfilled (or in each case, any later date  as  the
Panel  may  agree),  failing which  the  Offer  will  lapse.
Interpublic  will  not be obliged to waive  (to  the  extent
permitted)  or treat as satisfied any of Conditions  (b)  to
(d)  before the latest date specified in this paragraph  for
the  satisfaction  of these Conditions  even  if  the  other
Conditions  of  the Offer may have already  been  waived  or
satisfied and there are no circumstances indicating that any
of Conditions (b) to (d) may not be capable of satisfaction.

If  Interpublic is required by the Panel to make an offer or
offers  for  Brands Hatch Shares under Rule 9  of  the  City
Code,  Interpublic may make those alterations to  the  terms
and  Conditions  of the Offer, including to  the  Acceptance
Condition, as may be necessary to comply with that Rule.

Unless the Panel agrees otherwise the Offer will lapse if:

(a)   it is referred to the UK Competition Commission by the
UK Secretary of State for Trade and Industry; or

(b)   the  European Commission either  initiates proceedings
under  Article 6(1)(c) of the Council Regulation or makes  a
referral  to  a  competent authority of the  United  Kingdom
under Article 9(1) of the Council Regulation and there is  a
subsequent reference to the UK Competition Commission;

in each case, before 3.00 pm on 30 November 1999 or the date
when  the Offer becomes or is declared unconditional  as  to
acceptances, whichever is the later.

If  the Offer lapses, the Offer will cease to be capable  of
further  acceptance and Brands Hatch Shareholders  accepting
the Offer and Interpublic will immediately cease to be bound
by  acceptances delivered on or before the date on which the
Offer lapses.


Appendix III

Definitions

The    following    definitions   apply   throughout    this
announcement, unless the context requires otherwise:

'Acceptance Condition'  means  the  Condition  set  out   in
                        paragraph (a) of Appendix II;

'Annual Report and      means  the annual report and audited
Accounts of Brands      accounts  of the Brands Hatch  Group
Hatch'                  for   the  year  ended  31  December
                        1998;

'Brands Hatch'          means Brands Hatch Leisure PLC;

'Brands Hatch Group'    means    Brands   Hatch   and    its
                        subsidiary undertakings;

'Brands Hatch Share     means   the  Brands  Hatch  Approved
Option Schemes'         Executive  Share Option  Scheme  and
                        the    Brands    Hatch    Unapproved
                        Executive Share Option Scheme;

'Brands Hatch           means   holders  of   Brands   Hatch
Shareholders'           Shares;

'Brands Hatch Shares'   means  ordinary shares of  25p  each
                        in the capital of Brands Hatch;

'City Code'             means  the  City Code  on  Takeovers
                        and Mergers;

'Companies Act'         means  the  Companies  Act  1985  of
                        Great Britain;

'Compulsory Acquisition means   the  compulsory  acquisition
Procedures'             procedures  set out in Sections  428
                        to 430F of the Companies Act;

'Conditions'            means  the  conditions of the  Offer
                        set   out   in   Appendix   II   and
                        'Condition' means any one of them;

'Council Regulation'    means   Council   Regulation   (EEC)
                        4064/89;

'Enlarged Interpublic   means    the    Interpublic    Group
Group'                  following the acquisition of  Brands
                        Hatch pursuant to the Offer;

'Illustrative Exchange  means $1.6239: £1.00, being the mid-
Rate'                   point  of the closing spread of  the
                        dollar  to  sterling spot  rate,  as
                        shown  in  the Financial  Times  (UK
                        edition)  on 8 November 1999  (being
                        the  latest  practicable date  prior
                        to     the    release    of     this
                        announcement);

'Initial Closing Date'  means  3.00 pm (London time)  on  30
                        November  1999,  unless  and   until
                        Interpublic   in   its    discretion
                        extends  the  Offer, in  which  case
                        the   term  'Initial  Closing  Date'
                        means  the latest time and  date  at
                        which  the Offer, as so extended  by
                        Interpublic, will expire;

'Initial Offer Period'  means  the period from the  date  of
                        the  Offer Document to and including
                        the Initial Closing Date;

'Interpublic'           means The Interpublic Group of
                        Companies, Inc.;

'Interpublic Common     means common stock of $0.10  each in
Stock'                  the share capital of Interpublic;

'Interpublic Group'     means Interpublic and its
                        subsidiary undertakings;

'Interpublic            means holders of Interpublic  Common
Stockholders'           Stock;

'Listing Rules'         means  rules  made  by   the  London
                        Stock Exchange  under  the authority
                        of  the  UK  Financial  Services Act
                        1986  relating  to  the admission of
                        securities to the  Official List and
                        the     continuing   obligations  of
                        listed companies;

'London Stock Exchange' means     London    Stock   Exchange
                        Limited;

'New Interpublic Common means  Interpublic  Common  Stock to
Stock'                  be delivered pursuant to the Offer;

'Octagon'               means   the  sports   marketing  and
                        entertainment     division        of
                        Interpublic;

'Offer'                 means  the  recommended  offer to be
                        made by Interpublic  to  acquire all
                        the  issued  and to be issued Brands
                        Hatch  Shares  on  the  terms    and
                        subject to the  Conditions  set  out
                        in  the  Offer Document   including,
                        where the context so  requires,  any
                        subsequent    revision,   variation,
                        extension or renewal of that offer;

'Offer Document'        means   the  document  being  posted
                        today to  Brands  Hatch Shareholders
                        and any  other  document  containing
                        the Offer;

'Offer Period'          means,  in  relation  to  the Offer,
                        the period commencing on  22 October
                        1999 until the end  of  the  Initial
                        Offer Period;

'Official List'         means   the  Daily  Official List of
                        the London Stock Exchange;

'Optionholders'         means holders of Options;

'Options'               means options  granted  pursuant  to
                        the  terms of the Brands Hatch Share
                        Option Schemes;

'Panel'                 means  the  Panel  on  Takeovers and
                        Mergers;

'Pannell Kerr Forster'  means Pannell Kerr Forster,  a  firm
                        which   has   provided   independent
                        financial  advice  to  the  board of
                        Brands Hatch  for  the  purposes  of
                        Rule 3.1 of the City Code;

'PricewaterhouseCoopers' means  PricewaterhouseCoopers,  the
                        financial  adviser  to   Interpublic
                        for the  purposes  of the City  Code
                        and for the  purposes  of  approving
                        this  announcement  as an investment
                        advertisement   in  accordance  with
                        Section   57  of  the  UK  Financial
                        Services Act 1986;

'PricewaterhouseCoopers means  PricewaterhouseCoopers   LLP,
LLP'                    independent  public  accountants  to
                        Interpublic;

'Registration           means the Registration Statement  on
Statement'              Form  S-4  relating to the Offer and
                        filed by  Interpublic  with  the SEC
                        under the Securities Act;

'SEC'                   means the United  States  Securities
                        and Exchange Commission;

'Securities Act'        means the United  States  Securities
                        Act    of   1933   and   the   rules
                        thereunder;

'UK' or 'United Kingdom' means  the  United Kingdom of Great
                        Britain and Northern Ireland;

'US', 'USA' or 'United  means the United  States of America,
States'                 its  territories  and   possessions,
                        any State of  the  United  States of
                        America   and    the   District   of
                        Columbia;

'Wider Brands Hatch     means  the  Brands  Hatch  Group and
Group'                  associated   undertakings  and   any
                        other body corporate,   partnership,
                        joint venture  or  person  in  which
                        Brands Hatch and those  undertakings
                        (aggregating  their  interests) have
                        an interest  of  more  than  20  per
                        cent  of   the   voting   or  equity
                        capital or the equivalent;

'Wider Interpublic      means  the  Interpublic   Group  and
Group'                  associated   undertakings  and   any
                        other  body  corporate, partnership,
                        joint venture  or  person  in  which
                        Interpublic  and  those undertakings
                        (aggregating  their  interests) have
                        an interest  of  more  than  20  per
                        cent  of   the   voting   or  equity
                        capital or the equivalent; and

'Year 2000 Compliant'   means  complying  with the year 2000
                        conformity requirements  promulgated
                        by the British  Standards  Institute
                        whose definition is as follows:

                        'Year  2000  conformity  shall  mean
                        that     neither   performance   nor
                        functionality is affected  by  dates
                        before, during  and  after  the year
                        2000. In particular:

                        Rule 1  no  value for  current  date
                                will  cause any interruption
                                in operation;
                        
                        Rule 2  date-based     functionality
                                must   behave   consistently
                                for   dates  before,  during
                                and after the year 2000;
                        
                        Rule 3  in all  interfaces and  data
                                storage, the century in  any
                                date   is  specified  either
                                explicitly       or       by
                                unambiguous  algorithms   or
                                inferencing rules; and
                        
                        Rule 4  the  year   2000   must   be
                                recognised   as    a    leap
                                year.'.
                        
For the purposes of this announcement, unless the context
otherwise requires:

(1)  'subsidiary',  'subsidiary  undertaking',   'associated
     undertaking'  and  'undertaking'  have  the  respective
     meanings  given  by  the Companies Act  (but  for  this
     purpose ignoring paragraph 20(1)(b) of Schedule  4A  of
     the Companies Act);

(2)  references to the singular include the plural and  vice
     versa;

(3)  references  to any appendix, paragraph and subdivisions
     of   them   are   references  to  the  appendices   and
     paragraphs  of  this announcement and any  subdivisions
     of them respectively;

(4)  references  to  any  statute, regulation  or  provision
     thereof  include  a  statute, regulation  or  provision
     thereof  which  amends,  consolidates  or  replaces  it
     whether  before or after the date of this announcement;
     and

(5)  references  to '$' are to US dollars and references  to
     '£'   and  'p'  are  to  pounds  sterling  and   pence,
     respectively.