Securities Exchange Act of 1934
Rule 13e-4

January 13, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Facsimile and First Class Mail

Joshua R. Cammaker
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York

Re: Offer by Publicis Groupe S.A. for all its outstanding Equity Warrants

Dear Mr. Cammaker:

We are responding to your letter dated January 13, 2006 to Brian V. Breheny and Pamela W. Carmody in the Division of Corporation Finance, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts presented in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your January 13, 2006 letter.

Based on the representations in your letter but without necessarily concurring in your analysis, the Division of Corporation Finance will not recommend that the Commission take enforcement action pursuant to Rule 14e-1(c) if Publicis pays for Warrants tendered to, and accepted by, it in the single Offer in accordance with French law, regulations and customary practice. In taking this no-action position, we particularly note the following:

• The Offer is subject to the rules and regulations of the AMF, which provide a comprehensive scheme for the regulation of French tender and exchange offers and trading in French markets;
• Warrants tendered into the Offer, whether through EEF or through brokers, dealers or other intermediaries, are required to be centralized through Euronext Paris, the centralization agent in the Offer; and
• Under French law, the AMF is responsible for supervising the centralization process.

The foregoing no-action relief is based solely on your representations and the facts presented in your letter dated January 13, 2006, as supplemented by telephone conversations with the staff of the Commission. The relief granted is strictly limited to the application of this rule to the proposed repurchase offer. You should discontinue the Offer pending further consultation with the staff of the Commission if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view with respect to any other questions that may be raised by the proposed transaction, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to the Offer.

Sincerely,

Brian V. Breheny
Chief
Office of Mergers & Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/publicis011306.htm