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 * ANGELASTRO PHILIP 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) Sr. VP Finance/Controller (Last) (First) (Middle) C/O OMNICOM GROUP INC, 437 MADISON AVE. 10TH FL 3. Date of Earliest Transaction (Month/Day/Year) 07/26/2011 (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 07/26/2011   M   200,000 A $ 31.175 315,946 D   Common Stock, par value $0.15 per share 07/26/2011   F   162,561 D $ 47.82 153,385 D   Common Stock, par value $0.15 per share 07/26/2011   M   150,000 A $ 23.4 303,385 D   Common Stock, par value $0.15 per share 07/26/2011   F   108,797 D $ 47.83 194,588 D   Common Stock, par value $0.15 per share 07/27/2011   S   78,642 D $ 47.0208 (1) 115,946 D   Common Stock, par value $0.15 per share               1,122.14 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)

$ 31.175

07/26/2011

M

200,000

(2)

10/02/2011

Common Stock

200,000

$ 0

0

D

Employee Stock Option (right to buy)

$ 23.4

07/26/2011

M

150,000

(3)

03/31/2019

Common Stock

150,000

$ 0

350,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ANGELASTRO PHILIP J C/O OMNICOM GROUP INC 437 MADISON AVE. 10TH FL NEW YORK, NY 10022			Sr. VP Finance/Controller

Signatures

/s/ Michael J. O'Brien, Attorney in fact for Philip Angelastro		07/28/2011
**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)	The reported sale price reflects the weighted average price of multiple transactions on July 27, 2011. The actual sales prices ranged from $47.00 to $47.12.
(2)	100% of the shares vested on October 2, 2007.
(3)	30% of the shares vested on March 31, 2010, 30% of the shares vested on March 31, 2011 and, subject to continued employment through the vest date, the remaining 40% of the shares are scheduled to vest on March 31, 2012.

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