Rule 8 - WPP Group plc

RNS Number:9206N
Merrill Lynch Investment ManagersLd
24 July 2003

                                                                    FORM 8.1/8.3

Lodge with Company Announcements Office (which will publicise and copy to the
Panel). Use separate form for each class of securities in which dealings have
been made.

                     Date of disclosure:....24th July, 2003

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3 OF THE CITY CODE ON TAKE-OVERS
AND MERGERS

Date of dealing:           23rd July, 2003

Dealing in:          WPP Group plc      (name of company)

(1)     Class of securities: 10p Ordinary Shares          (eg ordinary shares)

(2)

Amount Bought                    Amount Sold                       Price Per Unit
                                 22,422                            519.63p

(3)     Resultant total of the same class owned or controlled

       (and percentage of class): ........................21,189,678  (1.80%)

(4)     Party making disclosure : MERRILL LYNCH INVESTMENT MANAGERS LIMITED


(5)     EITHER (a) Name of purchaser/vendor (note 1)...

     OR (b) If dealing for discretionary client(s), name of fund management
     organisation:

     MERRILL LYNCH INVESTMENT MANAGERS LIMITED


(6)     Reason for disclosure (Note 2)

     (a) associate of (i) offeror (Note 3)      YES/XX

                     (ii) offeree company      XXX/NO


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

        Category 2 ...


     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/XX

Signed, for and on behalf of the party named in (4) above
...............................................................

(Also print name of signatory):..........Keli Walters....................

Telephone and extension number 0207 964 7492




        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 with 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.

For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Take-overs and



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