Abramson Stephanie W – ‘4’ for 5/11/98 re: Young & Rubicam Inc.

As of:  Wednesday, 6/10/98   ·   For:  5/11/98   ·   Accession #:  903423-98-217   ·   File #:  1-14093

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of        6±    21K 
                Securities by an Insider                                         

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                      OMB APPROVAL
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======                                                                          
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              

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(f) of the Investment Company Act of 1940              

==================================================================              

1.   Name and Address of Reporting Person*                                      

Abramson        Stephanie          W.                             
-----------------------------------------------                       
(Last)          (First)        (Middle)                         

c/o Young & Rubicam Inc.,                           
285 Madison Avenue                          
-----------------------------------------------                       
(Street)                          

New York        New York        10017                               
-----------------------------------------------                       
(City)          (State)        (Zip)                              

==================================================================              

2.   Issuer Name and Ticker or Trading Symbol                                   

Young & Rubicam Inc. (YNR)                                  
----------------------------------------                              

==================================================================              

3.   IRS or Social Security Number of                                           
Reporting Person (Voluntary)                                          

----------------------------------------                              

==================================================================              

4.   Statement for Month/Year                                                   

5/98                                    
----------------------------------------                              

==================================================================              

5.   If Amendment, Date of Original (Month/Year)                                

----------------------------------------                              

==================================================================              

6.   Relationship of Reporting Person(s) to Issuer                              
(Check all applicable)                                

Director                x   10% Owner                   
-----                       -----                                   

x   Officer (give               Other (specify                  
----- title below)          ----- below)                            

Executive Vice President and General Counsel                    
------------------------------------------------                    

==================================================================              

7.   Individual or Joint/Group Filing (Check Applicable Line)                   

x   Form filed by One Reporting Person                            
-----                                                                 
Form filed by More than One Reporting Person              
-----                                                                 

==================================================================              

Table I -- Non-Derivative Securities Acquired,                
Disposed of, or Beneficially Owned                

                                                        [Enlarge/Download Table]

                                                                                                                                  
================================================================================================================================= 

1. Title of    2. Transaction      3. Transaction  4. Securities Acquired     5. Amount of       6. Ownership      7. Nature of   
   Security       Date                Code            (A) or Disposed of (D)     Securities         Form: Direct      Indirect    
   (Instr. 3)     (Month/Day/Year)    (Instr. 8)      (Instr. 3, 4 and 5)        Beneficially       (D) or            Beneficial  
                                                                                 Owned at End of    Indirect (I)      Ownership   
                                      -----------     ------------------------   Month              (Instr. 4)        (Instr. 4)  
                                                              (A) or             (Instr. 3 and 4)                                 
                                      Code     V      Amount  (D)      Price                                                      
   ---------      ---------------     ----   -----    -------- ------  -----     ----------------   -----------       ----------- 
Common Stock,                                                                                                                     
par value $0.01                                                                                                                   
per share            12/17/97           A             45,000     A                                       D                        

Common Stock,                                                                                                                     
par value $0.01                                                                                                                   
per share            12/19/97           M            260,865     A     $ 1.92                            D                        

Common Stock,                                                                                                                     
par value $0.01                                                                                                                   
per share             1/29/98           A             12,960     A                                       D                        

Common Stock,                                                                                                                     
par value $0.01                                                                                                                   
per share             5/11/98           S              8,372     D     $25.00      440,893               D                        

Common Stock,         5/12/98           P                400     A     $25.00          400               I             By husband 
par value $0.01                                                                                                                   
per share                                                                                                                         

Common Stock,         5/12/98           P                400     A     $25.00         (1)                I             By daughter
par value $0.01                                                                                                                   
per share                                                                                                                         

--------------------------------------------------------------------------------------------------------------------------------- 


Reminder: Report on a separate line for each class of securities                
beneficially owned directly or indirectly.                  

* If the form is filed by more than one reporting person, see                   
Instruction 4(b)(v).                                                        

                                            (Over)
                                   SEC 1474 (7-96)

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FORM 4 (continued)                                                              

                                                        [Enlarge/Download Table]

                                                                                                                                 

                         Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned                           
                                      (e.g., puts, calls, warrants, options, convertible securities)                             

=================================================================================================================================

1. Title of         2. Conver-     3. Trans-      4. Transac-        5. Number of Deriva-       6. Date Exercis-                 
   Derivative          sion or        action         tion               tive Securities Ac-        able and Expi-                
   Security            Exer-          Date           Code               quired (A) or Dis-         ration Date                   
   (Instr. 3)          cise           (Month/        (Instr. 8)         posed of (D)               (Month/Day/                   
                       Price of       Day/                              (Instr. 3, 4 and 5)        Year)                         
                       Deriva-        Year)                                                        ------------------            
                       tive Se-                                                                    Date       Expira-            
                       curity                                           -------------------        Exer-      tion               
                                                     Code    V             (A)       (D)           cisable    Date               
  ------------         --------      -------         ----  -----         ------     -----          --------   -------            
  ICP Options                                                                                                                    
  (right to buy)        $12.33       12/17/97          A                150,000                      (2)      12/17/07           

  Rollover Options                                                                                                               
  (right to buy)        $ 1.92       12/19/97          M                           260,865         12/12/96      (3)             


                                                        [Enlarge/Download Table]

                                                                                                                                 

7. Title and Amount of    8. Price of    9. Number of    10. Ownership Form  11. Nature of                                       
   Underlying Securities     Derivative     derivative       of Derivative       Indirect                                        
   (Instr. 3 and 4)          Security       Securities       Security: Direct    Beneficial                                      
                             (Instr. 5)     Beneficially     (D) or Indirect     Ownership                                       
--------------------------                  Owned at End     (I)                 (Instr. 4)                                      
                 Amount or                  of Month         (Instr. 4)                                                          
                 Number of                  (Instr. 4)                                                                           
   Title         Shares                                                                                                          
-----------      --------    ---------      ------------      --------------     ----------                                      
Common Stock     150,000                      150,000               D                                                            

Common Stock     260,865                            0               D                                                            

---------------------------------------------------------------------------------------------------------------------------------


Explanation of Responses:                                                       

(1)  The reporting person no longer has a beneficial interest in                
the 400 shares of Common Stock acquired by her daughter on            
5/12/98 as a result of her daughter's departure from the              
reporting person's household subsequent to such 5/12/98               
acquisition.                                                          

(2)  The above ICP Options will become exercisable with respect                 
to 33 1/3% of the shares subject to such options on 12/31/00,         
with respect to an additional 33 1/3% of such shares on               
12/31/01, and with respect to the remaining 33 1/3% of                
such shares on 12/31/02.                                              

(3)  The above Rollover Options have a term of five years with                  
respect to 50% of the shares subject to such options and a            
term of seven years with respect to the other 50%.                    

Mark T. McEnroe, attorney-in-fact,                                          
on behalf of Stephanie W. Abramson          6/10/98                         
--------------------------------------     --------------                       
** Signature of                      Date                 
Reporting Person                                          

**   Intentional misstatements or omissions of facts constitute                 
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.         
78ff(a).                                                              

Note: File three copies of this Form, one of which must be                      
manually signed. If space is insufficient, see Instruction 6        
for procedure.                                                      

Potential persons who are to respond to the collection of                       
information contained in this form are not required to respond                  
unless the form displays a currently valid OMB Number.                          

                                          Page 2
                                   SEC 1474 (7-96)

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POWER OF ATTORNEY             

Know all by these presents, that the undersigned hereby             
constitutes and appoints Mark T. McEnroe and Renee E. Becnel the                
undersigned's true and lawful attorneys-in-fact to:                             

1. execute for and on behalf of the undersigned, reports to         
be filed in accordance with Section 16(a) and Section         
13(d) of the Securities Exchange Act of 1934, as amended      
(the "Exchange Act"), and the rules thereunder;               

2. do and perform any and all acts for and on behalf of the         
undersigned which may be necessary or desirable to            
complete and execute any such reports and timely file         
such reports with the United States Securities and            
Exchange Commission and any stock exchange or similar         
authority; and                                                

3. take any other action of any type whatsoever in                  
connection with the foregoing which, in the opinion of        
such attorneys-in-fact, may be of benefit to, in the          
best interest of or legally required by the undersigned,      
it being understood that the documents executed by such       
attorneys-in-fact on behalf of the undersigned pursuant       
to this Power of Attorney shall be in such form and           
shall contain such terms and conditions as such               
attorneys-in-fact may approve in such                         
attorneys-in-fact's discretion.                               

The undersigned hereby grants to such attorneys-in-fact             
full power and authority to do and perform any and every act and                
thing whatsoever requisite, necessary or proper to be done in the               
exercise of any of the rights and powers herein granted, as fully               
to all intents and purposes as the undersigned might or could do                
if personally present, with full power of substitution or                       
revocation, hereby ratifying and confirming all that such                       
attorneys-in-fact, or such attorneys-in-fact's substitute or                    
substitutes, shall lawfully do or cause to be done by virtue of                 
this Power of Attorney and the rights and powers herein granted.                
The undersigned acknowledges that the foregoing                                 
attorneys-in-fact, in serving in such capacity at the request of                
the undersigned, are not assuming any of the undersigned's                      
responsibilities to comply with Section 16(a) or Section 13(d) of               
the Exchange Act and the rules thereunder.                                      

This Power of Attorney shall remain in full force and               
effect until the undersigned is no longer required to file any                  
such report with respect to the undersigned's holdings of and                   
transactions in securities issued by Young & Rubicam Inc., unless               
earlier revoked by the undersigned in a signed writing delivered                
to the foregoing attorneys-in-fact.                                             

IN WITNESS WHEREOF, the undersigned has caused this Power           
of Attorney to be executed as of this 21st day of May, 1998.                    

                 By: /s/ Stephanie W. Abramson
                      ............................
                Name:  Stephanie W. Abramson
                        ..........................
Title:      
                        ..........................

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘4’ Filing		Date		First		Last			Other Filings
		9/30/98		1					10-Q
Filed on:		6/10/98							4
For Period end:		5/11/98							3,  4
									List all Filings