AMVESCAP PLC: Rule 8 - WPP GROUP PLC.

Business Editors

UK REGULATORY NEWS

LONDON--(BUSINESS WIRE)--June 19, 2003

Date of Disclosure  19 JUNE 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  17 JUNE 2003

Dealing in ...... WPP GROUP PLC ......(name of company).

1)        Class of securities (eg ordinary shares) ..... ORDINARY 10P SHARES.

2)          Amount bought                         Amount sold                       Price per unit
                  -                                   600                              504.50P
                  -                                   580                              504.75P

3)        Resultant total of the same class owned or controlled (and
          percentage of class) ......... 36,570,632 .......... (3.17%)

4)        Party making disclosure............... AMVESCAP PLC ................

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

          ............................. AMVESCAP PLC ..........................

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)....

          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 ... R. CLYDE ..

(Also print name of signatory) .......... ROBERT CLYDE ..................

Telephone and extension number .......... 020 7065 3720 .................

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.

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, Monitoring
Section, Tel No: 020 7638 0129. Email: [e-mail]

DEFINITION OF ASSOCIATE

It is not practicable to define associate in terms which would cover
all the different relationships which may exist in an offer. The term
associate is intended to cover all persons (whether or not acting in
concert) who directly or indirectly own or deal in the shares of an
offeror or the offeree company in an offer and who have (in addition
to their normal interests as shareholders) an interest or potential
interest, whether commercial, financial or personal, in the outcome of
the offer.

Without prejudice to the generality of the foregoing, the term
associate will normally include the following:--

(1)  an offeror's or the offeree company's parent, subsidiaries and
     fellow subsidiaries, and their associated companies, and
     companies of which such companies are associated companies (for
     this purpose ownership or control of 20% or more of the equity
     share capital of a company is regarded as the test of associated
     company status);

(2)  banks and financial and other professional advisers (including
     stockbrokers)* to an offeror, the offeree company or any company
     covered in (1), including persons controlling#, controlled by or
     under the same control as such banks, financial and other
     professional advisers;

(3)  the directors (together with their close relatives and related
     trusts) of an offeror, the offeree company or any company covered
     in (1);

(4)  the pension funds of an offeror, the offeree company or any company
     covered in (1);

(5)  any investment company, unit trust or other person whose
     investments an associate manages on a discretionary basis, in
     respect of the relevant investment accounts;

(6)  a person who owns or controls 5% or more of any class of relevant
     securities (as defined in paragraphs (a) to (d) in Note 2 on Rule
     8) issued by an offeror or an offeree company, including a person
     who as a result of any transaction owns or controls 5% or more.
     When two or more persons act pursuant to an agreement or
     understanding (formal or informal) to acquire or control such
     securities, they will be deemed to be a single person for the
     purpose of this paragraph. Such securities managed on a
     discretionary basis by an investment management group will,
     unless otherwise agreed by the Panel, also be deemed to be those
     of a single person (see Note 8 on Rule 8); and

(7)  a company having a material trading arrangement with an offeror or
     the offeree company.

Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a
category to cover associate status not within (1)-(7).

(8)  Other.



Notes

* References to a "bank" do not apply to a bank whose sole
relationship with a party to an offer is the provision of normal
commercial banking services or such activities in connection with the
offer as confirming that cash is available, handling acceptances and
other registration work.

References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest
or otherwise, from acting for that party in connection with the offer.
If the organisation is to have a continuing involvement with that
party during the offer, the Panel must be consulted. Unless the Panel
is satisfied that the involvement is entirely unconnected with the
offer, the above exclusion will not normally apply.

# The normal test for whether a person is controlled by, controls or
is under the same control as another person will be by reference to
the definition of control contained in the Code. There may be other
circumstances which the Panel will regard as giving rise to such a
relationship (eg where a majority of the equity share capital is owned
by another person who does not have a majority of the voting rights);
in cases of doubt, the Panel should be consulted.

Short Name: Amvescap PLC

Category Code: DCC

Sequence Number: 00006132

Time of Receipt (offset from UTC): 20030619T113239+0100