Rule 8 - WPP Group PLC

RNS Number:1143O
Franklin Resources Inc
29 July 2003


                                 Date of Disclosure      29 July 2003

                    DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 
                       OF THE CITY CODE ON TAKEOVERS AND MERGERS

Date of dealing     28 July 2003

Dealing in          WPP Group PLC             (name of company)

1)  Class of securities (eg ordinary shares)   ordinary

2)  Amount bought                Amount sold             Price per unit

                                 16,177                  5.3750
                                 140,000                 5.4000

3)  Resultant total of the same class owned or controlled 
    (and percentage of class)      33,345,156       (2.84%)


4) Party making disclosure      Franklin Resources, Inc.


5)  EITHER (a) Name of purchaser/vendor (Note 1)    
    OR     (b) if dealing for discretionary client(s), name of fund 
               management organisation

            Franklin Resources, Inc. and its affiliates

6)  Reason for disclosure (Note 2)                                     
    (a) associate of (i) offeror (Note 3)                       NO
                    (ii) offeree company                        NO

Specify which category or categories of associate (1-8 overleaf)  6

If category (8), explain

     (b)  Rule 8.3 (ie disclosure because of ownership or control of 1% 
          or more of the class of relevant securities dealt in)  YES

Signed, for and on behalf of the party named in (4) above  N/A  

(Also print name of signatory)       Laura R. Seidman

Telephone and extension number        954 527 7413


Note 1.  Specify owner, not nominee or vehicle company.  If relevant, also 
         identify controller of owner, eg where an owner normally acts on 
         instructions of a controller

Note 2.  Disclosure might be made for more than one reason; if so, state all 
         reasons.

Note 3.  Specify which offeror if there is more than one.

Note 4.  When an arrangement exists with any offeror, with the offeree company 
         or which an associate of any offeror or of the offeree company 
         in relation to relevant securities, details of such arrangement must 
         be disclosed, as required by Note 6 on Rule 8

Note 5.  It may be necessary, particularly when disclosing derivative 
         transactions, to append a sheet to this disclosure form so that
         relevant information can be given.

Note 6.  In the case of an average price bargain, each underlying trade 
         should be disclosed.

For full details of disclosure requirements, see Rule 8 of the Code.  If in 
doubt, contact the Panel on Takeovers and Mergers, Tel No: 020 7382 9026






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