Young & Rubicam Inc. – ‘424B1’ on 11/18/99

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Prospectus   —   Rule 424(b)(1)
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 1: 424B1       Prospectus                                            26    145K 

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                                                Filed Pursuant to Rule 424(b)(1)
                                          Registration No. 333-90271

PROSPECTUS                                                                      

5,231,443 SHARES

YOUNG & RUBICAM INC.

COMMON STOCK  

------------------- 
     This is an offering of 5,231,443  shares of common stock of Young & Rubicam
Inc.                                                                            

     All of the 5,231,443  shares of common stock offered by this prospectus are
being sold by the selling stockholders named in this prospectus. Young & Rubicam
will not receive any of the proceeds  from the sale of shares of common stock by
the selling stockholders.                                                       

     The last reported  sale price of the common  stock,  which is listed on the
New York Stock Exchange under the symbol "YNR", on November 17, 1999, was $48.13
per share.                                                                      

     INVESTING  IN  COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE  7 TO READ ABOUT RISKS THAT YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE
COMMON STOCK.                                                                   

     NEITHER  THE  SECURITIES  AND  EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY  HAS  APPROVED  OR  DISAPPROVED  OF  THESE  SECURITIES  OR  PASSED UPON THE
ADEQUACY  OR  ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.                                                             

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

                                                                [Download Table]

                                                     Per                      
                                                    Share           Total     
                                                 -----------   ---------------
                                                                              
Public offering price ........................     $ 48.13     $251,763,194   
Underwriting discount ........................     $  1.56     $  8,181,977   
Proceeds to the selling stockholders .........     $ 46.56     $243,581,218   

-------------------   
     The  underwriters  may  purchase up to an  additional  284,000  shares from
selling stockholders to cover over-allotments. Young & Rubicam has agreed to pay
expenses  incurred by the selling  stockholders in connection with the offering,
other than the underwriting discount.                                           

     The  underwriters  expect to deliver  the  shares in New York,  New York on
November 23, 1999.                                                              

------------------- 
Joint Book-Running Managers 

BEAR, STEARNS & CO. INC.                                                        
DONALDSON, LUFKIN & JENRETTE  
                                                            SALOMON SMITH BARNEY
------------------- 
BANC OF AMERICA SECURITIES LLC                                                  
GOLDMAN, SACHS & CO.                                        
ING BARINGS                                 
MERRILL LYNCH & CO.       
                          MORGAN STANLEY DEAN WITTER
                                                      THOMAS WEISEL PARTNERS LLC

The date of this prospectus is November 17, 1999

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PROSPECTUS SUMMARY  

     This summary highlights information contained elsewhere in this prospectus.
This summary does not contain all of the  information  that you should  consider
before  investing  in the common  stock.  You should read the entire  prospectus
carefully, especially the risks of investing in the common stock discussed under
"Risk Factors."                                                                 

YOUNG & RUBICAM INC.                                                            

       Young & Rubicam  Inc. is the fifth  largest  consolidated  marketing  and
communications  organization  in the  world  based on 1998  revenues.  Since our
founding 75 years ago, we have evolved from a single New York-based  advertising
agency to a diversified global marketing and communications company operating in
121 cities in 76 countries worldwide as of December 31, 1998. We operate through
recognized market leaders, including:                                           

o Young & Rubicam Advertising, full-service advertising;          

       o Dentsu Young & Rubicam,  full-service  advertising in the  Asia/Pacific
region;                                                       

       o The  Bravo  Group  and  Kang  &  Lee,   multi-cultural   marketing  and
communications;                                               

o Wunderman Cato Johnson, direct marketing and sales promotion;   

o KnowledgeBase Marketing, customer relationship marketing;       

  o Brand Dialogue, digital interactive branding and digital commerce;

o The Media Edge, media planning, buying and placement services;  

o Burson-Marsteller, perception management and public relations;  

o Cohn & Wolfe, full-service public relations;                    

 o Landor Associates, branding consultation and design services; and

o Sudler & Hennessey, healthcare communications.                  

       Our revenues in 1998 totaled $1.5 billion, representing a compound annual
growth rate of 12.2% from 1994 to 1998.                                         

       We are a single  agency  network,  allowing  us to  centrally  manage and
utilize our resources.  Through  multi-disciplinary,  client-focused  teams,  we
provide   clients  with  global  access  to  fully   integrated   marketing  and
communications  solutions.  Among our approximately  5,500 client accounts are a
number  of  large  multinational   organizations,   including  AT&T,   Citibank,
Colgate-Palmolive,  Ford and Philip  Morris.  We have  maintained  long-standing
relationships with many of our clients.  The average length of relationship with
our top 20 clients exceeds 20 years.                                            

       Our  mission  is to be our  clients'  most  valued  business  partner  in
building,  leveraging,  protecting and managing their brands for both short-term
results and long-term growth.  Consistent with our mission, we have developed an
organizational  and management  structure  designed to meet the diverse needs of
our large  global  clients  as well as the more  specialized  needs of our other
clients. Our strategy combines this organizational and management structure with
the  pursuit of new  business  opportunities  and  continued  investment  in our
business, personnel and superior consumer knowledge. As part of our strategy, we
seek to provide clients with superior creative  services and extensive  research
capabilities,  including access to Y&R's proprietary  research tool,  BrandAsset
Valuator.                                                                       

       Our  principal  executive  office is located at 285 Madison  Avenue,  New
York, New York 10017, and our telephone number is (212) 210-3000.               

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STRATEGY                                                                        

Our strategy consists of the following key components:            

o INCREASE PENETRATION OF KEY CORPORATE ACCOUNTS                  

o DEVELOP NEW CLIENT RELATIONSHIPS                                

o LEVERAGE EXISTING GLOBAL NETWORK                                

o CAPITALIZE ON EXISTING CAPABILITIES                             

o UTILIZE SUPERIOR CONSUMER KNOWLEDGE AND BRAND INSIGHTS          

o CULTIVATE CREATIVE EXCELLENCE                                   

o IMPROVE OPERATING EFFICIENCIES                                  

o EXPAND CAPABILITIES THROUGH ACQUISITIONS AND INVESTMENTS        

RECENT DEVELOPMENTS                                                             

       On September 21, 1999, we contributed  $15 million and certain net assets
of our Brand  Dialogue  operations  in  exchange  for an  ownership  interest in
Luminant  Worldwide  Corporation,  or  Luminant,  a newly  formed  internet  and
e-commerce services firm that provides strategic consulting, content development
and systems  integration  capabilities  to its  clients.  Under the terms of the
contribution  agreement  between  Luminant  and Y&R, we are  eligible to receive
future contingent  consideration  from Luminant in the form of non-voting shares
of Luminant  common stock and/or cash,  at Luminant's  discretion,  based on the
revenue and  operating  profit  performance  of the Brand  Dialogue  contributed
assets for the period  from July 1, 1999  through  December  31, 1999 and on the
consolidated  performance  of  Luminant  for the  first six  months of 2000.  We
recognized a net after-tax gain of approximately  $42 million on the sale of the
Brand Dialogue contributed assets in the third quarter of 1999.                 

       Effective  August 2, 1999,  the  ownership  and  management  structure of
Dentsu Young & Rubicam,  which we refer to as DY&R,  was amended.  The agreement
resulted in our acquiring majority  ownership in and operational  control of all
DY&R companies  throughout principal markets in Asia, excluding Japan. In Japan,
Dentsu has acquired a majority share. We paid  approximately  $6 million for the
incremental  ownership  interest and in the first  quarter of 2001,  will pay $4
million and may pay contingent consideration of up to an additional $1.5 million
in connection with this  transaction,  subject to DY&R's financial  performance.
Effective  August 2, 1999,  we commenced  consolidating  the results of DY&R for
those  markets  where  we hold a  majority  ownership  interest.  A  preliminary
allocation of the cost to acquire the additional  interest in DY&R has been made
based upon the fair value of the net assets.                                    

       During the third  quarter of 1999,  we  acquired  Rainey  Kelly  Campbell
Roalfe, a London-based  advertising agency, and a majority ownership interest in
The Banner Corporation, a European marketing communications firm specializing in
the  technology   sector,   and  made  several  other  acquisitions  and  equity
investments  for which  the  aggregate  purchase  price  was  approximately  $43
million.  Some of these transactions may require us to pay additional amounts as
contingent  consideration  over a period  not to  exceed  five  years,  based on
company  performance  and the  achievement of stipulated  targets.  All of these
acquisitions  were accounted for under the purchase method of accounting,  and a
preliminary  allocation  of the costs to acquire  these  entities  has been made
based on the fair value of the net assets.  Since  September  30, 1999,  we have
also acquired ownership interests in certain other entities.  Cash payments made
in connection with these transactions amounted to approximately $40 million.    

       In the third quarter of 1999, we repurchased approximately 800,000 shares
of common  stock at an average  price of $42.13 on the open  market and in other
transactions.  From October 1, 1999 through November 12, 1999, we repurchased an
additional  approximately 1.0 million shares of common stock at an average price
of $44.85 on the open market and in other transactions. This brings the total to
5.4                                                                             

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million  shares  repurchased  under our  existing  12 million  share  repurchase
program.  The  shares are being  purchased  under this  program  principally  in
anticipation of exercises of outstanding employee stock options, and will likely
be reissued to employees as options are exercised.                              

       In August 1999,  we announced  certain  changes in our senior  management
team. Effective August 2, 1999, Ed Vick was named Chief Creative Officer and Tom
Bell was named President and Chief Operating  Officer of Young & Rubicam Inc. On
January 1, 2000,  Mr. Vick will become our Chairman and Mr. Bell will become our
Chief Executive  Officer,  as Peter  Georgescu,  our current  Chairman and Chief
Executive Officer,  assumes the role of Chairman Emeritus. As Chairman Emeritus,
Mr.  Georgescu  will  continue  to be  active  in  client  work and on other key
corporate initiatives.                                                          

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THE OFFERING  

Common stock offered.....   5,231,443 shares                                    

Common stock to be outstanding                                                  
after the offering......   72,152,238 shares                                  

This number excludes:   

                            o 25,397,954  shares of common  stock  reserved  for
                              issuance upon the exercise of outstanding employee
                              options at a weighted  average  exercise  price of
$14.14 per share;   

                            o 33,915   shares  of  common  stock   reserved  for
                              issuance upon the exercise of outstanding  options
                              issued to investors  in Y&R at a weighted  average
                  exercise price of $7.67 per share; and

                            o 20,500   shares  of  common  stock   reserved  for
                              issuance  upon  the  exercise  of  options  to  be
                              granted to employees of KnowledgeBase Marketing in
                              connection with the  acquisition of  KnowledgeBase
                              Marketing at an exercise  price per share equal to
                              the fair market  value of the common  stock on the
date of grant.      

                              Unless  otherwise  specified,  all  information in
                              this  prospectus  assumes  that the  underwriters'
                   over-allotment option is not exercised.

Dividend  Policy.........     On September 15, 1999 we paid our second quarterly
                              cash  dividend of $0.025 per share of common stock
                              to all  stockholders  of record as of September 1,
1999.               

Use  of  Proceeds........     We will not receive any of the  proceeds  from the
                              sale of common stock  offered by this  prospectus.
                              We  expect to  receive  $19.4  million  in cash in
                              connection  with the exercise by the H&F investors
                of options to purchase common stock.

New York Stock Exchange                                                         
Symbol..................     YNR                                              

     In connection with the offering,  Hellman & Friedman  Capital Partners III,
L.P., H&F Orchard Partners III, L.P. and H&F  International  Partners III, L.P.,
whom we refer to as the H&F  investors,  have  notified  Y&R that they intend to
exercise  options  to  purchase  2,530,260  shares of  common  stock for a total
exercise price of $19.4 million and to sell an aggregate of 5,231,443  shares of
common stock in this  offering.  Following the offering,  the H&F investors will
own no shares of Y&R, and  accordingly the H&F investors will no longer have the
right to nominate and have elected any members of Y&R's board of directors.  See
"Selling Stockholders." Prior to the offering, the H&F investors will distribute
shares  of  common  stock  of Y&R to  some  of  their  limited  partners  and to
individuals that control the H&F investors, so that following the offering those
limited partners and individuals  will  beneficially own an aggregate of 2.1% of
the outstanding shares of common stock.                                         

RISK FACTORS                                                                    

     For a discussion of risks that you should  consider before buying shares of
the common stock, see "Risk Factors."                                           

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SUMMARY CONSOLIDATED FINANCIAL DATA 

                                                        [Enlarge/Download Table]

                                          NINE MONTHS ENDED SEPTEMBER 30,         YEARS ENDED DECEMBER 31,          
                                          ------------------------------ -------------------------------------------
                                                1999           1998           1998           1997           1996    
                                          --------------- -------------- -------------- -------------- -------------
                                                   (UNAUDITED)                                                      
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)             
                                                                                                                    
STATEMENT OF OPERATIONS DATA:                                                                                       
Revenues ................................  $  1,226,686     $1,095,720     $1,522,464     $1,382,740    $1,222,139  
Compensation expense, including                                                                                     
 employee benefits ......................       724,491        659,449        903,948        836,150       730,261  
General and administrative expenses             359,498        324,783        455,578        463,936       391,617  
Other charges (1) .......................            --        234,449        234,449         11,925        17,166  
Recapitalization-related charges (1) ....            --             --             --             --       315,397  
                                           ------------     ----------     ----------     ----------    ----------  
 Operating expenses .....................     1,083,989      1,218,681      1,593,975      1,312,011     1,454,441  
                                           ------------     ----------     ----------     ----------    ----------  
Operating profit (loss) .................       142,697       (122,961)       (71,511)        70,729      (232,302) 
Extraordinary charge for early                                                                                      
 retirement of debt (net of tax                                                                                     
 benefit of $2,834) .....................            --         (4,433)        (4,433)            --            --  
Net income (loss) .......................  $    124,228     $ (113,328)    $  (86,068)    $  (23,938)   $ (238,311) 
EARNINGS (LOSS) PER SHARE (2):                                                                                      
Basic:                                                                                                              
 Income (loss) before extraordinary                                                                                 
   charge (2) ...........................  $      1.83      $    (1.84)    $    (1.34)    $    (0.51)               
 Extraordinary charge ...................            --          (0.08)         (0.08)            --                
                                           ------------     ----------     ----------     ----------                
 Net income (loss) ......................  $      1.83      $    (1.92)    $    (1.42)    $    (0.51)               
                                           ============     ==========     ==========     ==========                
Diluted:                                                                                                            
 Income (loss) before extraordinary                                                                                 
   charge (2) ...........................  $      1.50      $    (1.84)    $    (1.34)    $    (0.51)               
 Extraordinary charge ...................            --          (0.08)         (0.08)            --                
                                           ------------     ----------     ----------     ----------                
 Net income (loss) ......................  $      1.50      $    (1.92)    $    (1.42)    $    (0.51)               
                                           ============     ==========     ==========     ==========                
WEIGHTED AVERAGE SHARES OUTSTANDING                                                                                 
 USED TO COMPUTE:                                                                                                   
Basic ...................................    67,914,158     58,939,274     60,673,994     46,949,355                
Diluted .................................    82,595,373     58,939,274     60,673,994     46,949,355                

OTHER OPERATING DATA:                                                                                               
EBITDA (3) ..............................  $    194,232     $  154,549     $  223,548     $  139,375    $  147,221  
Net cash provided by operating                                                                                      
 activities .............................        70,391         22,073        195,615        224,511       178,064  
Net cash used in investing activities ...       211,705         39,260         99,683         67,142        76,094  
Net cash provided by (used in)                                                                                      
 financing activities ...................       112,155        (75,444)      (136,242)       (98,667)      (12,614) 
Capital expenditures ....................        53,947         34,784         76,378         51,899        51,792  
International revenues as a % of                                                                                    
 total revenues .........................          45.8%          48.2%          49.1%          52.2%         53.3% 

                                                                [Download Table]

                                             AS OF       
                                      SEPTEMBER 30, 1999 
                                     --------------------
                                                         
BALANCE SHEET DATA:                                      
Total assets (4) ...................      $2,104,804     
Total debt (5) .....................         344,422     
Total stockholders' equity .........         289,571     

                                                   (footnotes on following page)

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-----------                                                                     
(1) For a discussion of other charges and  recapitalization-related  charges for
    the years ended  December 31, 1998,  1997 and 1996,  see notes 4, 6 and 9 to
    the audited consolidated  financial statements  incorporated by reference in
this prospectus.                                                        

(2) At September 30, 1999, Y&R had  outstanding  options to purchase  28,639,817
    shares of common stock with a weighted average exercise price of $12.61 that
    could  potentially  dilute  basic  earnings  per share in the future.  For a
    discussion  of  options  outstanding,  see note 3 to the  unaudited  interim
    consolidated  financial  statements and note 18 to the audited  consolidated
financial statements incorporated by reference in this prospectus.      

    Earnings  per  share for 1996  cannot  be  computed  because  Y&R's  capital
    structure prior to its  recapitalization  in December 1996 consisted of both
    common shares and limited partnership units in predecessor  entities.  For a
    discussion of the  recapitalization,  see note 6 to the audited consolidated
financial statements incorporated by reference in this prospectus.      

(3) EBITDA is  defined  as  operating  profit  (loss)  before  depreciation  and
    amortization,  other non-cash charges and recapitalization-related  charges.
    EBITDA is presented because it is a widely accepted financial  indicator and
    is generally  consistent  with the  definition  used for  covenant  purposes
    contained in Y&R's credit facilities;  however, EBITDA may not be comparable
    to other  registrants'  calculation of EBITDA or similarly titled items. You
    should not  consider  EBITDA as an  alternative  to net  income  (loss) as a
    measure  of  operating   results  in  accordance  with  generally   accepted
    accounting  principles  or as an  alternative  to cash flows as a measure of
    liquidity.  EBITDA for the nine months ended  September 30, 1998 and for the
    year ended  December  31, 1998 is before  $234,449 of non-cash  compensation
    charges related to the vesting of restricted  stock taken at the time of our
    initial  public  offering.  EBITDA for 1997 and 1996 is before  $11,925  and
    $11,096,  respectively,  of non-cash charges primarily related to impairment
    write-downs  which are included in other charges.  For a discussion of other
    charges and  recapitalization-related  charges for the years ended  December
    31, 1998,  1997 and 1996,  see notes 4, 6 and 9 to the audited  consolidated
financial statements incorporated by reference in this prospectus.      

(4) Total  assets as of  September  30, 1999  include net deferred tax assets of
    $145,926  consisting  primarily of federal,  state and foreign net operating
loss carryforwards.                                                     

(5) Total debt includes  current and non-current  loans and  installment  notes,
    which are discussed in notes 14 and 15 to the audited consolidated financial
statements incorporated by reference in this prospectus.                

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RISK FACTORS  

     An  investment in the common stock  involves a number of risks.  You should
consider  carefully the following  information about these risks,  together with
the other information included and incorporated by reference in this prospectus,
before buying shares of common stock.                                           

WE HAVE RECENTLY INCURRED SUBSTANTIAL NET LOSSES.                               

       We reported  net losses of $86.1  million for 1998 and $23.9  million for
1997. The net loss in 1998 includes a non-cash  pre-tax  compensation  charge of
$234.4 million  recorded in connection with the vesting of restricted stock upon
completion  of our  initial  public  offering,  or IPO,  in May  1998 and a $7.3
million  pre-tax charge for  unamortized  deferred  financing costs related to a
credit facility that we replaced in connection with the IPO.                    

WE  MAY  HAVE  DIFFICULTY  COMPETING  IN  THE  HIGHLY  COMPETITIVE MARKETING AND
COMMUNICATIONS INDUSTRY.                                                  

       The marketing and communications  industry is highly competitive,  and we
expect  it to remain  so.  Our  principal  competitors  are large  multinational
marketing and  communications  companies,  as well as numerous  smaller agencies
that  operate in one or more  countries or local  markets.  We must compete with
these other companies and agencies to maintain existing client relationships and
to obtain new clients and assignments.  Some clients,  such as U.S. governmental
agencies,  require  agencies  to compete  for  business  at  mandatory  periodic
intervals. We compete principally on the basis of the following factors:        

o creative reputation;                                            

o knowledge of media;                                             

o geographical coverage and diversity;                            

o relationships with clients;                                     

o quality and breadth of services; and                            

o financial controls.                                             

       Recently,  traditional advertising agencies also have been competing with
major  consulting  firms,  which  have  developed  practices  in  marketing  and
communications.  New competitors also include smaller  companies such as systems
integrators, database marketing and modeling companies and telemarketers,  which
offer  technological  solutions to marketing and communications  issues faced by
clients.                                                                        

       When we represent a client, we do not necessarily  handle all advertising
or public relations for that client. In addition, the ability of agencies within
marketing and communications  organizations to acquire new clients or additional
assignments  from  existing  clients  may be  limited  by the  conflicts  policy
followed by many clients.  This conflicts  policy typically  prohibits  agencies
from  performing  similar  services for  competing  products or  companies.  Our
principal  international  competitors  are holding  companies  for more than one
global  advertising  agency network.  As a result,  in some situations  separate
agency networks within these holding  companies may be able to perform  services
for  competing  products or for  products of  competing  companies.  We have one
global advertising agency network.  Accordingly,  our ability to compete for new
advertising   assignments   and,  to  a  lesser  extent,   other  marketing  and
communications assignments, may be limited by these conflicts policies. Industry
practices in other areas of the marketing and  communications  business  reflect
similar concerns with respect to client relationships.                          

WE MAY BE ADVERSELY  AFFECTED BY A DOWNTURN IN THE MARKETING AND  COMMUNICATIONS
INDUSTRY, WHICH IS CYCLICAL.                                              

       The marketing and communications  industry is cyclical and as a result it
is subject to downturns  in general  economic  conditions  and changes in client
business and marketing budgets. Our prospects, business, financial condition and
results of  operations  may be  materially  adversely  affected by a downturn in
general economic conditions in one or more markets or changes in client business
and marketing budgets.                                                          

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WE MAY LOSE CLIENTS DUE TO CONSOLIDATION OF ACCOUNTS WITH OTHER GLOBAL MARKETING
AND COMMUNICATIONS AGENCIES.                                              

       We believe that large  multinational  companies  will seek to consolidate
their  accounts  with one  organization  that can fulfill  their  marketing  and
communications  needs worldwide.  We may not continue to benefit from this trend
towards  consolidation  of global  accounts.  In  addition,  this trend  towards
consolidation  of  global  accounts   requires   companies  seeking  to  compete
effectively in the international  marketing and communications  industry to make
significant  investments.  These  investments  include  additional  offices  and
personnel  around the world and new and improved  technology  for linking  these
offices and people. We are required to make significant capital expenditures for
maintenance,  expansion  and  upgrades of the  computer  networks  that link our
international  network  of  employees  and  offices.  To  the  extent  that  our
competitors may have broader geographic scope or greater financial  resources to
invest in additional offices,  personnel or technology,  they may be better able
than we are to take  advantage  of an  opportunity  for the  consolidation  of a
global account. In those  circumstances,  our business and results of operations
could suffer.                                                                   

WE ARE  DEPENDENT  UPON,  AND RECEIVE A  SIGNIFICANT  PERCENTAGE OF OUR REVENUES
FROM, A LIMITED NUMBER OF LARGE CLIENTS.                                  

       A significant reduction in the marketing and communications  spending by,
or the loss of one or more of, our largest  clients  could weaken our  financial
condition  and cause our  business  and  results  of  operations  to  suffer.  A
relatively  small number of clients  contribute a significant  percentage of our
consolidated revenues. In 1998, our Key Corporate Accounts, or KCAs, contributed
48.6% of  consolidated  revenues,  and our largest  client  account,  Ford Motor
Company,  contributed 10.5% of consolidated revenues. Our dependence on revenues
from these client  accounts may increase in the future as we pursue our strategy
of increasing  penetration  of existing  large  clients.  In addition,  clients'
conflicts  policies  typically  prohibit us from performing similar services for
competing products or companies.                                                

       These major clients,  and our other clients,  may not continue to use our
services to the same extent,  or at all, in the future.  Most of our  agreements
with  U.S.-based  clients are cancelable on 90 days' notice,  and our agreements
with non-U.S.  clients  typically are  cancelable on 90 to 180 days' notice.  In
addition,  clients  generally are able to reduce  marketing  and  communications
spending or cancel projects at any time for any reason.                         

WE MAY LOSE SOME OF OUR  EXISTING  CLIENTS  AND MAY NOT BE ABLE TO  ATTRACT  NEW
CLIENTS FOR OUR MARKETING AND COMMUNICATIONS SERVICES.                    

       The loss of one or more of our largest clients could weaken our financial
condition  and cause our  business  and  results of  operations  to suffer.  Our
success,  like the success of other marketing and communications  organizations,
depends  on our  continuing  ability  to attract  and  retain  clients.  We have
approximately  5,500 client accounts  worldwide.  Although  historically we have
maintained long-term relationships with many of our largest clients, clients may
move their  advertising  and other  communications  assignments  from  agency to
agency,  or may  divide  their  assignments  among  two or more  agencies,  with
relative ease. In addition,  in order to maintain and increase revenues, we must
obtain new assignments in areas of our business that are project-based,  such as
the  perception  management  and public  relations  business,  and the  branding
consultation  and  design   business.   As  is  typical  in  the  marketing  and
communications   industry,   we  have  lost  or  resigned  client  accounts  and
assignments,  including Blockbuster Video,  International Home Foods and Molson,
for a variety of reasons,  including  conflicts with newly acquired clients.  We
may  not  be  successful  in  replacing   clients  or  revenues  when  a  client
significantly reduces the amount of work given to Y&R.                          

STRENGTHENING   OF   THE  U.S.  DOLLAR  AGAINST  OTHER  MAJOR  CURRENCIES  COULD
MATERIALLY ADVERSELY AFFECT US.                                           

       Our  financial  statements  are  denominated  in  U.S.  dollars. In 1998,
operations  outside  the  United  States  represented  49.1%  of  our  revenues.
Currency  fluctuations  may  give  rise  to  translation  gains  or  losses when
financial  statements  of  foreign  operating  units  are  translated  into U.S.
dollars.  Significant  strengthening  of  the  U.S.  dollar  against other major
foreign currencies could harm our results                                       

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of  operations and weaken our financial position. With limited exceptions, we do
not actively hedge our foreign currency exposure.                               

THE MARKET PRICE OF OUR  COMMON  STOCK MAY  DECLINE  DUE TO THE LARGE  NUMBER OF
SHARES ELIGIBLE FOR FUTURE SALE.                                          

       Following the offering,  we will have  72,152,238  shares of common stock
outstanding,  substantially all of which will be eligible for sale in the public
market without registration under the Securities Act, subject, in some cases, to
compliance  with the volume  limitations,  manner of sale  provisions  and other
restrictions of Rule 144 under the Securities Act.  Following the offering,  and
based upon  information  as of November  12, 1999,  an  aggregate of  23,203,868
shares of common stock and shares  subject to options that are currently  vested
or will vest  within 60 days of the date of this  prospectus  held by current or
former  employees  of Y&R,  whom we refer to as  management  investors,  will be
eligible for sale in the public market without registration under the Securities
Act,  subject,  in some instances,  to compliance  with the volume  limitations,
manner  of sale  provisions  and  other  restrictions  of  Rule  144  under  the
Securities Act.                                                                 

       Following  the  offering,  individuals  and entities that control the H&F
investors  and some of the limited  partners of the H&F  investors  will hold an
aggregate of 1,508,777  shares of common stock that will be eligible for sale in
the public market without registration under the Securities Act, subject, in the
case of affiliates  of the H&F investors who are currently  members of our board
of  directors,  to  compliance  with  the  volume  limitations,  manner  of sale
provisions and other  restrictions of Rule 144 under the Securities Act. Of this
number,  1,313,484  shares  will be  subject to the  90-day  lock-up  agreements
described in this prospectus.  An additional  187,432 shares of common stock are
subject to a prohibition on sale under a limited partnership  agreement with the
H&F investors for 90 days from the date of this prospectus.                     

       Future sales of common stock,  or the perception  that future sales could
occur, could adversely affect prevailing market prices for the common stock.    

WE ARE   CONTROLLED  BY  OUR  PRINCIPAL   STOCKHOLDERS,   INCLUDING   MANAGEMENT
STOCKHOLDERS, WHOSE INTERESTS MAY DIFFER FROM THOSE OF OTHER STOCKHOLDERS.

       A  substantial  percentage  of our  common  stock is owned by  management
investors. All common stock held at any time by management investors is required
to be deposited in a voting trust,  which we refer to as the  management  voting
trust,  that is controlled by six members of Y&R's senior  management,  in their
capacities  as  voting  trustees.   Following  the  offering,   and  based  upon
information  as of November  12,  1999,  this trust will hold voting  power over
28.5% of the  outstanding  shares of common stock,  assuming the exercise of all
options held by the management  investors that are currently vested or will vest
within 60 days of the date of this  prospectus.  As a result,  this voting trust
will  continue  to be able to  exercise  substantial  control  over any  matters
requiring the vote of stockholders,  including the election of directors,  which
could  delay or  prevent a change in control  of Y&R.  Furthermore,  the vote of
Peter A. Georgescu,  or any other person duly elected chief executive officer of
Y&R with the prior  approval  of the voting  trust,  will bind the voting  trust
unless he or his successor is outvoted by the five other voting  trustees.  As a
result of the  foregoing,  Peter A.  Georgescu or his successor  will be able to
exercise a significant degree of control over business decisions  affecting Y&R.
In  addition,  the  management  voting  trust could delay or prevent a change in
control of us. This voting trust will  terminate no later than May 15, 2000.  In
the event that,  following the  termination of the voting trust,  Y&R management
continues to own collectively a significant percentage of the outstanding shares
of  common  stock,  management  acting  together  will  be able  to  exercise  a
significant degree of control over business decisions affecting Y&R.            

       Following  the offering,  the H&F investors  will own no shares of common
stock of Y&R, and accordingly the H&F investors will no longer have the right to
nominate and have elected any members of Y&R's board of directors.              

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OUR COMPETITIVE POSITION  DEPENDS  ON OUR  ABILITY  TO  ATTRACT  AND  RETAIN KEY
MARKETING AND COMMUNICATIONS PERSONNEL.                                   

       Our ability to maintain our competitive position depends on retaining the
services of our senior  management.  The loss of the  services of key members of
senior  management  could  harm our  business  and  results  of  operations.  In
addition,  our  success has been,  and is  expected  to  continue to be,  highly
dependent upon the skills of our creative, research, media and account personnel
and  practice  group  specialists,  and their  relationships  with our  clients.
Employees generally are not subject to employment  contracts and are, therefore,
typically  able to move within the industry  with  relative  ease.  Although the
agreement  establishing  the management  voting trust and other stock option and
restricted  stock  agreements  contain   non-competition  and   non-solicitation
covenants,  these covenants may not be effective in helping us retain  qualified
personnel.  We may be  adversely  affected  by the  failure to retain  qualified
personnel.                                                                      

       If we were  unable to  continue  to  attract  and retain  additional  key
personnel,  or if we were  unable  to  retain  and  motivate  our  existing  key
personnel,  our  prospects,   business,   financial  condition  and  results  of
operations would be materially adversely affected.                              

WE ARE EXPOSED TO VARIOUS RISKS FROM OPERATING A MULTINATIONAL BUSINESS.        

       If we were unable to remain in  compliance  with local laws in developing
countries in which we conduct business,  our prospects,  business and results of
operations could be harmed,  and our financial  condition could be weakened.  We
conduct business in various developing countries in Asia, Latin America, Eastern
Europe and  Africa,  where the systems  and bodies of  commercial  law and trade
practices are  evolving.  Commercial  laws in many of these  countries are often
vague, arbitrary,  contradictory,  inconsistently administered and retroactively
applied.  Under these  circumstances,  it is difficult for us to determine  with
certainty at all times the exact  requirements of these local laws. In addition,
the global nature of our operations  poses various  challenges to our management
and our financial,  accounting and other systems  which,  if not  satisfactorily
met,  also could harm our  prospects,  business  and results of  operations  and
weaken our financial condition.                                                 

WE MAY NOT BE SUCCESSFUL IN IDENTIFYING  APPROPRIATE  ACQUISITION  CANDIDATES OR
   INVESTMENT   OPPORTUNITIES,   COMPLETING   ACQUISITIONS   OR  INVESTMENTS  ON
SATISFACTORY TERMS OR INTEGRATING NEWLY ACQUIRED COMPANIES.               

       Our business strategy includes increasing our share of clients' marketing
expenditures by adding to or enhancing our existing marketing and communications
capabilities,  and expanding our geographic  reach.  We intend to implement this
strategy  in  part  by  making  acquisitions  and  investments.  We  may  not be
successful  in  identifying  appropriate  acquisition  candidates  or investment
opportunities or consummating  acquisitions or investments on terms satisfactory
to us. In addition,  we may not be successful in integrating  any newly acquired
companies into our existing global network. We may use common stock, which could
result in dilution to purchasers of common stock, incur indebtedness,  which may
be long-term,  expend cash or use any combination of common stock,  indebtedness
and cash for all or part of the consideration to be paid in future acquisitions.
While we regularly  evaluate  potential  acquisition  opportunities,  we have no
present  commitments,  agreements or understandings with respect to any material
acquisition.                                                                    

WE  ARE  EXPOSED  TO  POTENTIAL  LIABILITIES, INCLUDING LIABILITIES ARISING FROM
   ALLEGATIONS  THAT  OUR CLIENTS' ADVERTISING CLAIMS ARE FALSE OR MISLEADING OR
OUR CLIENTS' PRODUCTS ARE DEFECTIVE.                                      

       From  time to  time,  we may be,  or may be  joined  as, a  defendant  in
litigation brought against our clients by third parties,  including our clients'
competitors,  governmental or regulatory bodies or consumers.  These litigations
could include claims alleging that:                                             

       o    advertising  claims made with  respect to our  clients'  products or
services are false, deceptive or misleading;            

o    our clients' products are defective or injurious; or         

       o    marketing  and  communications  materials  created  for our  clients
infringe on the proprietary rights of third parties.    

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       If, in those  circumstances,  we are not  insured  under the terms of our
insurance policies or are not indemnified under the terms of our agreements with
clients  or this  indemnification  is  unavailable  for these  claims,  then the
damages,  costs,  expenses or  attorneys'  fees arising from any of these claims
could have an adverse effect on our prospects,  business,  results of operations
and  financial  condition.  In addition,  our contracts  with clients  generally
require us to  indemnify  clients for claims  brought by  competitors  or others
claiming that  advertisements or other  communications  infringe on intellectual
property rights. Although we maintain an insurance program,  including insurance
for advertising  agency  liability,  this insurance may not be available,  or if
available  may not be sufficient  to cover any claim,  if a significant  adverse
claim is made.                                                                  

OUR COMPUTER SYSTEMS,  AND  THOSE OF  THIRD  PARTIES  ON WHOM WE  RELY,  MAY NOT
ACHIEVE YEAR 2000 READINESS.                                              

       We continue to work to resolve the  potential  impact of the year 2000 on
the ability of our computer systems to accurately process information with dates
later  than  December  31,  1999,  or  to  process  date-sensitive   information
accurately after the turn of the century (referred to as the "Year 2000" issue).
We have modified or replaced all significant systems necessary for us to operate
our business that we have identified as requiring Year 2000 remediation. We have
completed the testing of all critical systems and continue working on finalizing
tests for the non-critical systems. We are also dependent in part on third-party
computer systems and  applications,  particularly  with respect to such critical
tasks as accounting,  billing and buying, planning and paying for media, as well
as on our own computer systems. We have performed tests of major systems in this
category and have received  assurances as to their readiness for compliance with
the Year 2000 issue.                                                            

       While we believe our process is designed to be successful, because of the
complexity of the Year 2000 issue and the interdependence of organizations using
computer  systems,  it is possible  that our efforts,  or those of third parties
with whom we interact, will not be satisfactorily completed in a timely fashion.
Our failure to satisfactorily  address the Year 2000 issue could have a material
adverse effect on our prospects,  business,  financial  condition and results of
operations.                                                                     

       The out-of-pocket costs incurred in the first nine months of 1999 for the
Year 2000 issue were not material to consolidated  results of operations and are
expected to be immaterial  for the year ended  December 31, 1999. We have funded
all  identified  remedial  projects  in  connection  with  our  program.  We may
experience  cost  overruns or delays as we replace or modify  systems,  however,
which could have a material adverse effect on our prospects, business, financial
condition and results of operations.                                            

       We have  completed  the  assessment  and  compliance  testing  phases and
believe that the  implementation  phase of the Year 2000  readiness plan will be
substantially  completed  during the fourth  quarter.  Contingency  planning for
critical business processes will continue through the fourth quarter, to seek to
ensure a smooth migration into the year 2000.                                   

THE  MARKET  PRICE  OF  THE  COMMON  STOCK  WILL  FLUCTUATE, AND COULD FLUCTUATE
SIGNIFICANTLY.                                                            

       The market price of the common stock will fluctuate,  and could fluctuate
significantly,  in  response  to  various  factors  and  events,  including  the
following:                                                                      

o the liquidity of the market for the common stock;               

       o differences  between  Y&R's actual  financial or operating  results and
those expected by investors and analysts;                     

o changes in analysts' recommendations or projections;            

o changes in marketing and communications budgets of clients;     

       o new statutes or regulations or changes in  interpretations  of existing
statutes and regulations affecting our business;              

o changes in general economic or market conditions; and           

o broad market fluctuations.                                      

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OUR ORGANIZATIONAL DOCUMENTS,  PROVISIONS  OF DELAWARE  LAW AND OUR  STOCKHOLDER
RIGHTS PLAN MAY DELAY, DETER OR PREVENT A CHANGE IN CONTROL OF US.        

       Various  provisions of our  organizational  documents,  and of the law of
Delaware,  where we are  incorporated,  may delay,  deter or prevent a change in
control of Y&R not approved by our board of directors. These provisions include:

o a classified board of directors;                                

       o a requirement  that no action  required or permitted to be taken at any
         annual  or  special  meeting  of  stockholders  may be taken  without a
meeting;                                                      

       o a requirement  that special  meetings of stockholders be called only by
   the chairman of the board of directors or the board of directors;

       o advance  notice requirements for stockholder proposals and nominations;

       o limitations on the ability of  stockholders  to amend,  alter or repeal
provisions of our organizational documents;                   

       o authorization  for the board of directors to issue without  stockholder
         approval  preferred  stock  with  terms as the board of  directors  may
determine; and                                                

       o authorization  for the board of directors to consider the  interests of
         clients   and  other   customers,   creditors,   employees   and  other
         constituencies  of  Y&R  and  its  subsidiaries  and  the  effect  upon
         communities  in  which  Y&R  and  its  subsidiaries  do  business,   in
evaluating proposed corporate transactions.                   

       Section 203 of the Delaware general corporation law imposes  restrictions
on mergers and other business  combinations between Y&R and any holder of 15% or
more of the common stock. These  restrictions  generally do not apply to the H&F
investors,  their affiliates and any of their permitted transferees that acquire
15% or more of the outstanding  common stock,  who have been exempted from these
restrictions by the board of directors.                                         

       In addition,  we have adopted a stockholder  rights plan under which each
holder of common stock also receives rights.  Under the stockholder rights plan,
if any person  acquires  beneficial  ownership of 15% or more of the outstanding
shares of common stock (with exceptions, including the management voting trust),
that person will become an "acquiring  person".  As a result,  holders of rights
other than the acquiring  person and some other  transferees and related persons
will be entitled to purchase  shares of common  stock at one-half  their  market
price.  In general,  the H&F investors  and any permitted  transferee of the H&F
investors that beneficially  owns more than 15% of the outstanding  common stock
after a transfer  from the H&F  investors  will not become an  acquiring  person
unless  they  acquire  additional  shares of common  stock  under  circumstances
described in the stockholder  rights plan. While the stockholder  rights plan is
designed to protect  stockholders in the event of an unsolicited offer and other
takeover  tactics which, in the opinion of the board of directors,  could impair
Y&R's  ability  to  represent  stockholder  interests,  the  provisions  of  the
stockholder rights plan may render an unsolicited takeover of Y&R more difficult
or less likely to occur or might prevent such a takeover.                       

       These provisions of our  organizational  documents,  Delaware law and the
stockholder  rights plan,  together with the control of 28.5% of the outstanding
shares of common stock by the  management  voting trust upon  completion  of the
offering (assuming the exercise of all options held by management investors that
are currently  vested or will vest within 60 days of the date of this prospectus
and based upon information as of November 12, 1999), could discourage  potential
acquisition  proposals and could delay,  deter or prevent a change in control of
Y&R, although a majority of Y&R's  stockholders might consider these acquisition
proposals,  if made, to be desirable.  These  provisions also could make it more
difficult  for third  parties to remove and  replace the members of the board of
directors.  Moreover,  these provisions could diminish the  opportunities  for a
stockholder to participate in tender offers,  including  tender offers at prices
above the  then-current  market price of the common stock,  and may also inhibit
increases  in the market  price of the  common  stock  that  could  result  from
takeover  attempts or  speculation.  In  addition,  some  options  issued to our
employees contain change in control                                             

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provisions  that could have the effect of delaying,  deterring  or  preventing a
change in control of us.                                                        

OUR ACTUAL RESULTS  COULD  DIFFER   MATERIALLY   FROM  RESULTS   ANTICIPATED  IN
FORWARD-LOOKING STATEMENTS WE MAKE.                                       

       Some of the  statements  included or  incorporated  by  reference in this
prospectus are  forward-looking  statements.  These  forward-looking  statements
include  statements  in  the  "Young  &  Rubicam   Inc.--Industry   Trends"  and
"--Strategy"  sections of this prospectus  relating to trends in the advertising
and marketing and communications  industries,  including anticipated advertising
expenditures,  and the growth thereof, in the world's advertising markets. These
forward-looking statements also include statements relating to Y&R's performance
in the "Management's  Discussion and Analysis of Financial Condition and Results
of Operations" and "Business" sections of our Annual Report on Form 10-K for the
year ended  December 31, 1998 and Quarterly  Reports on Form 10-Q for the first,
second and third  quarters of 1999.  In  addition,  we may make  forward-looking
statements in future filings with the Securities and Exchange Commission, and in
written  material,  press releases and oral statements issued by or on behalf of
us.  Forward-looking  statements include statements regarding the intent, belief
or  current  expectations  of Y&R or its  officers.  Forward-looking  statements
include  statements  preceded by,  followed by or that  include  forward-looking
terminology   such  as   "may,"   "will,"   "should,"   "believes,"   "expects,"
"anticipates," "estimates," "continues" or similar expressions.                 

       It is important to note that our actual  results could differ  materially
from those anticipated in these forward-looking  statements depending on various
important factors. These important factors include the following:               

       o revenues received from clients,  including under incentive compensation
arrangements entered into by us with clients;                 

       o gains or losses of clients and client business and projects, as well as
 changes in the marketing and communications budgets of clients;

       o our ability to successfully  integrate companies and businesses that we
acquire;                                                      

       o the overall  level of economic  activity  in the  principal  markets in
         which we conduct  business and other  trends  affecting  our  financial
condition or results of operations;                           

       o the impact of competition in the marketing and communications industry;

o our liquidity and financing plans; and                          

       o risks   associated   with  our   efforts  to  comply   with  Year  2000
requirements.                                                 

       All  forward-looking  statements included in this prospectus are based on
information  available to us on the date hereof.  We do not  undertake to update
any  forward-looking  statements that may be made by or on behalf of us, in this
prospectus or otherwise.  In addition, the matters set forth above in this "Risk
Factors" section constitute cautionary statements  identifying important factors
with  respect  to  these   forward-looking   statements,   including  risks  and
uncertainties  that could cause actual results to differ  materially  from those
included in these forward-looking statements.                                   

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YOUNG & RUBICAM INC.  

       Young & Rubicam Inc. ("Y&R") is the fifth largest consolidated  marketing
and communications  organization in the world based on 1998 revenues.  Since our
founding 75 years ago, we have evolved from a single New York-based  advertising
agency to a diversified global marketing and communications company operating in
121 cities in 76 countries worldwide as of December 31, 1998. We operate through
recognized market leaders including:                                            

o Young & Rubicam Advertising, full-service advertising;          

       o Dentsu Young & Rubicam,  full-service  advertising in the  Asia/Pacific
region;                                                       

       o The  Bravo  Group  and  Kang  &  Lee,   multi-cultural   marketing  and
communications;                                               

o Wunderman Cato Johnson, direct marketing and sales promotion;   

o KnowledgeBase Marketing, customer relationship marketing;       

  o Brand Dialogue, digital interactive branding and digital commerce;

o The Media Edge, media planning, buying and placement services;  

o Burson-Marsteller, perception management and public relations;  

o Cohn & Wolfe, full-service public relations;                    

 o Landor Associates, branding consultation and design services; and

o Sudler & Hennessey, healthcare communications.                  

       Our revenues in 1998 totaled $1.5 billion, representing a compound annual
growth rate of 12.2% from 1994 to 1998.                                         

       We are a single  agency  network,  allowing  us to  centrally  manage and
utilize our resources.  Through  multi-disciplinary,  client-focused  teams,  we
provide   clients  with  global  access  to  fully   integrated   marketing  and
communications  solutions.  Among our approximately  5,500 client accounts are a
number  of  large  multinational   organizations,   including  AT&T,   Citibank,
Colgate-Palmolive,  Ford and Philip  Morris.  We have  maintained  long-standing
relationships with many of our clients.  The average length of relationship with
our top 20 clients exceeds 20 years.                                            

       Our  mission  is to be our  clients'  most  valued  business  partner  in
building,  leveraging,  protecting and managing their brands for both short-term
results and long-term growth.  Consistent with our mission, we have developed an
organizational  and management  structure  designed to meet the diverse needs of
our large  global  clients  as well as the more  specialized  needs of our other
clients. Our strategy combines this organizational and management structure with
the  pursuit of new  business  opportunities  and  continued  investment  in our
business, personnel and superior consumer knowledge. As part of our strategy, we
seek to provide clients with superior creative  services and extensive  research
capabilities,  including access to Y&R's proprietary  research tool,  BrandAsset
Valuator.                                                                       

       In late 1992, we created the Key Corporate  Account,  or KCA,  program to
enhance  the  coordination  of  services  sought by  clients  from both a global
coverage as well as an integrated solutions  perspective.  KCAs are large global
client accounts that, as a group,  contribute the greatest share of our revenues
and  profits,  and are  served  on a  multinational  basis by two or more of our
businesses.  Revenues from the client accounts  designated as KCAs accounted for
48.6% of our  consolidated  revenues  in 1998.  In order to  further  strengthen
client relationships and reward us for meeting or exceeding performance targets,
we are working with KCAs to adopt incentive compensation arrangements that align
our compensation with our performance and our clients' business performance.    

INDUSTRY TRENDS                                                                 

       The marketing  and  communications  industry  encompasses a wide range of
services  used to  develop  and  deliver  messages  to both  broad and  targeted
audiences through multiple communications  channels.  Several significant trends
are  changing  the  dynamics of the  marketing  and  communications  industries,
including the following:                                                        

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       o    GROWTH  IN  UNITED  STATES  MARKETING  AND  COMMUNICATIONS  MARKETS.
            Advertising  expenditures  in the United  States have  continued  to
            grow,   increasing  from  approximately  $140  billion  in  1993  to
approximately $200 billion in 1998.                     

       o    GROWTH OF INTERNATIONAL  MARKETING AND COMMUNICATIONS MARKETS. Since
            1986, non-U.S. advertising expenditures have grown more rapidly than
            U.S. expenditures and, according to industry sources, have increased
            from  approximately  44%  of  worldwide   expenditures  in  1986  to
approximately 52% in 1998.                              

       o    INVESTMENT  IN  BRAND  DEVELOPMENT.  Over the  last  several  years,
            advertisers  have  focused on the image or brand  identity  of their
            organizations,  products and services in an effort to  differentiate
themselves from competitors and increase brand loyalty. 

       o    DEMAND FOR INTEGRATED  SERVICE  OFFERINGS.  Demand has increased for
            globally  integrated  marketing  and  communications   solutions  as
            companies seek  consistent and effective  delivery of their messages
            through  multiple  communications  channels  and across a variety of
geographic markets.                                     

       o    INCREASED EMPHASIS ON TARGETED MARKETING. The desire of companies to
            reach their target audiences and quantify the effectiveness of their
            communications  has resulted in greater demand for customized direct
            marketing  methods,   such  as  database  marketing,   infomercials,
in-store promotions and interactive programs.           

STRATEGY                                                                        

Our strategy consists of the following key components:            

       o    INCREASE  PENETRATION  OF KEY  CORPORATE  ACCOUNTS.  We believe that
            there are  significant  opportunities  to increase  our share of the
            marketing and communications  expenditures of our KCAs by leveraging
            our global network to provide integrated services.  In recent years,
            we have  successfully  increased  our  share  of the  marketing  and
            communications  expenditures  of some KCAs. KCAs also have increased
            their use of multiple  services  offered by us over the same period.
            During 1998, our 20 largest KCAs used the capabilities of an average
of five of our marketing and communications services.   

       o    DEVELOP  NEW  CLIENT  RELATIONSHIPS.   We  believe  that  there  are
            significant  opportunities  for future  revenue and profit growth by
            providing  services to new clients in targeted  industry sectors and
            to those clients seeking to build and maintain global,  regional and
            local brands.  We have  successfully  used our integrated and global
approach as an effective tool in winning new business.  

       o    LEVERAGE  EXISTING GLOBAL NETWORK.  With a worldwide  presence in 76
            countries  as of  December  31,  1998,  we believe  that we are well
            positioned  to  continue  to  benefit  from  the  trend  toward  the
            globalization of client marketing and  communications  needs and the
  consolidation of those needs with a single global network.

       o    CAPITALIZE  ON  EXISTING  CAPABILITIES.  We intend to  continue  the
            development  of our  existing  capabilities  into more  visible  and
            accessible  client  services.  For  example,  we  created  our Brand
            Dialogue  unit  in  1997  by  combining  the  existing   interactive
            capabilities  of Young &  Rubicam  Advertising  and  Wunderman  Cato
            Johnson  in  the  United  States,  Latin  America,  Europe  and  the
Asia/Pacific region.                                    

       o    UTILIZE SUPERIOR  CONSUMER  KNOWLEDGE AND BRAND INSIGHTS.  To assist
            our clients in building,  leveraging,  protecting and managing their
            brands, we have developed and are maintaining extensive knowledge of
            consumer  brand   perceptions.   For  example,   we  have  developed
            BrandAsset  Valuator,  a  proprietary  database  that  reflects  the
            perceptions  of  over  95,000  consumers  in 32  countries  on  five
            continents.  We believe that BrandAsset Valuator is the first global
consumer study that provides                            

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            an  empirically  derived  model for how  brands  gain and lose their
strength over time.                                     

       o    CULTIVATE CREATIVE EXCELLENCE. We intend to continue emphasizing the
            importance of creative marketing and communications. We have created
            numerous  memorable   marketing  and  communications   programs  for
            clients,  including "The Softer Side of Sears,"  "Everybody  Needs a
            Little  KFC," "It's All Within Your Reach" for AT&T,  "The  Document
            Company"  for  Xerox  and "Be All  That  You Can Be" for the  United
            States Army. We have also performed identity and design assignments,
            including   the  creation  of  corporate   identities,   for  Lucent
    Technologies, Netscape and the 2002 Salt Lake City Olympics.

       o    IMPROVE OPERATING EFFICIENCIES.  We believe that opportunities exist
            to improve  operating  efficiencies  in order to expand  margins and
            increase  future  profitability.  For example,  we have  implemented
            initiatives  that  have  both  improved   productivity  and  reduced
      compensation expense as a percentage of consolidated revenues.

       o    EXPAND CAPABILITIES THROUGH  ACQUISITIONS AND INVESTMENTS.  In order
            to add new  capabilities,  enhance  our  existing  capabilities  and
            expand the geographic scope of our operations, we regularly evaluate
            and  intend  to  pursue   appropriate   acquisition  and  investment
            opportunities.  For example, in May 1999, we acquired  KnowledgeBase
            Marketing,  Inc., a provider of database and analytical services, in
          a stock and cash transaction valued at approximately $175 million.

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RECENT DEVELOPMENTS 

       On September 21, 1999, we contributed  $15 million and certain net assets
of our Brand  Dialogue  operations  in  exchange  for an  ownership  interest in
Luminant  Worldwide  Corporation,  or  Luminant,  a newly  formed  internet  and
e-commerce services firm that provides strategic consulting, content development
and systems  integration  capabilities  to its  clients.  Under the terms of the
contribution  agreement  between  Luminant  and Y&R, we are  eligible to receive
future contingent  consideration  from Luminant in the form of non-voting shares
of Luminant  common stock and/or cash,  at Luminant's  discretion,  based on the
revenue and  operating  profit  performance  of the Brand  Dialogue  contributed
assets for the period  from July 1, 1999  through  December  31, 1999 and on the
consolidated  performance  of  Luminant  for the  first six  months of 2000.  We
recognized a net after-tax gain of approximately  $42 million on the sale of the
Brand Dialogue contributed assets in the third quarter of 1999.                 

       Effective  August 2, 1999,  the  ownership  and  management  structure of
Dentsu Young & Rubicam,  which we refer to as DY&R,  was amended.  The agreement
resulted in our acquiring majority  ownership in and operational  control of all
DY&R companies  throughout principal markets in Asia, excluding Japan. In Japan,
Dentsu has acquired a majority share. We paid  approximately  $6 million for the
incremental  ownership  interest and in the first  quarter of 2001,  will pay $4
million and may pay contingent consideration of up to an additional $1.5 million
in connection with this  transaction,  subject to DY&R's financial  performance.
Effective  August 2, 1999,  we commenced  consolidating  the results of DY&R for
those  markets  where  we hold a  majority  ownership  interest.  A  preliminary
allocation of the cost to acquire the additional  interest in DY&R has been made
based upon the fair value of the net assets.                                    

       During the third  quarter of 1999,  we  acquired  Rainey  Kelly  Campbell
Roalfe, a London-based  advertising agency, and a majority ownership interest in
The Banner Corporation, a European marketing communications firm specializing in
the  technology   sector,   and  made  several  other  acquisitions  and  equity
investments  for which  the  aggregate  purchase  price  was  approximately  $43
million.  Some of these transactions may require us to pay additional amounts as
contingent  consideration  over a period  not to  exceed  five  years,  based on
company  performance  and the  achievement of stipulated  targets.  All of these
acquisitions  were accounted for under the purchase method of accounting,  and a
preliminary  allocation  of the costs to acquire  these  entities  has been made
based on the fair value of the net assets.  Since  September  30, 1999,  we have
also acquired ownership interests in certain other entities.  Cash payments made
in connection with these transactions amounted to approximately $40 million.    

       In the third quarter of 1999, we repurchased approximately 800,000 shares
of common  stock at an average  price of $42.13 on the open  market and in other
transactions.  From October 1, 1999 through November 12, 1999, we repurchased an
additional  approximately 1.0 million shares of common stock at an average price
of $44.85 on the open market and in other transactions. This brings the total to
5.4 million shares  repurchased  under our existing 12 million share  repurchase
program.  The  shares are being  purchased  under this  program  principally  in
anticipation of exercises of outstanding employee stock options, and will likely
be reissued to employees as options are exercised.                              

       In August 1999,  we announced  certain  changes in our senior  management
team. Effective August 2, 1999, Ed Vick was named Chief Creative Officer and Tom
Bell was named President and Chief Operating  Officer of Young & Rubicam Inc. On
January 1, 2000,  Mr. Vick will become our Chairman and Mr. Bell will become our
Chief Executive  Officer,  as Peter  Georgescu,  our current  Chairman and Chief
Executive Officer,  assumes the role of Chairman Emeritus. As Chairman Emeritus,
Mr.  Georgescu  will  continue  to be  active  in  client  work and on other key
corporate initiatives.                                                          

USE OF PROCEEDS 

       We will not receive any of the proceeds from the sale of shares of common
stock by the selling stockholders. We expect to receive $19.4 million in cash in
connection  with the  exercise  by the H&F  investors  of  options  to  purchase
2,530,260 shares of common stock.                                               

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SELECTED CONSOLIDATED FINANCIAL DATA  

       The following  selected  consolidated  statement of  operations  data and
consolidated  balance sheet data as of and for the years ended December 31, 1994
through 1998 have been derived from Y&R's audited annual consolidated  financial
statements,  including the  consolidated  balance sheets as of December 31, 1997
and 1998 and the related consolidated statements of operations and of cash flows
for the three years ended  December 31, 1998 and the notes thereto  incorporated
by reference in this prospectus.                                                

       Data for the nine  months  ended  September  30,  1999 and 1998 have been
derived  from  Y&R's  unaudited  interim  consolidated   financial   statements,
including  the  consolidated  balance  sheet as of  September  30,  1999 and the
related  consolidated  statements of  operations  and of cash flows for the nine
months ended  September 30, 1999 and 1998 and the notes thereto  incorporated by
reference in this prospectus.                                                   

       The  selected  consolidated financial data set forth below should be read
in  conjunction  with  the  consolidated  financial  statements  incorporated by
reference in this prospectus. See "Available Information."                      

                                                        [Enlarge/Download Table]

                                               NINE MONTHS ENDED                                             
                                                 SEPTEMBER 30,                                               
                                          ---------------------------                                        
                                               1999          1998                                            
                                          ------------- -------------                                        
                                                  (UNAUDITED)                                                
                                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                             
                                                                                                             
STATEMENT OF OPERATIONS DATA:                                                                                
Revenues ................................  $ 1,226,686   $ 1,095,720                                         
Compensation expense, including                                                                              
 employee benefits ......................      724,491       659,449                                         
General and administrative expenses            359,498       324,783                                         
Other charges(1) ........................           --       234,449                                         
Recapitalization-related charges(1) .....           --            --                                         
                                           -----------   -----------                                         
 Operating expenses .....................    1,083,989     1,218,681                                         
                                           -----------   -----------                                         
Operating profit (loss) .................      142,697      (122,961)                                        
Interest income .........................        8,554         6,129                                         
Interest expense ........................      (17,778)      (19,144)                                        
Other income ............................       70,835         2,200                                         
                                           -----------   -----------                                         
Income (loss) before income taxes .......      204,308      (133,776)                                        
Income tax provision (benefit) ..........       81,723       (22,291)                                        
                                           -----------   -----------                                         
                                               122,585      (111,485)                                        
Equity in net income (loss) of                                                                               
 unconsolidated companies ...............        3,049         3,194                                         
Minority interest in net (income)                                                                            
 loss of                                                                                                     
 consolidated subsidiaries ..............       (1,406)         (604)                                        
                                           -----------   -----------                                         
Income (loss) before extraordinary                                                                           
 charge .................................      124,228      (108,595)                                        
Extraordinary charge for early                                                                               
 retirement of debt (net of tax                                                                              
 benefit of $2,834) .....................           --        (4,433)                                        
                                           -----------   -----------                                         
Net income (loss) .......................  $   124,228   $  (113,328)                                        
                                           ===========   ===========                                         
EARNINGS (LOSS) PER SHARE(2):                                                                                
Basic:                                                                                                       
 Income (loss) before extraordinary                                                                          
  charge(2) .............................  $      1.83   $     (1.84)                                        
 Extraordinary charge ...................           --         (0.08)                                        
                                           -----------   -----------                                         
 Net income (loss) ......................  $      1.83   $     (1.92)                                        
                                           ===========   ===========                                         
Diluted:                                                                                                     
 Income (loss) before extraordinary                                                                          
  charge(2) .............................  $      1.50   $     (1.84)                                        
 Extraordinary charge ...................           --         (0.08)                                        
                                           -----------   -----------                                         
 Net income (loss) ......................  $      1.50   $     (1.92)                                        
                                           ===========   ===========                                         
WEIGHTED AVERAGE SHARES OUTSTANDING                                                                          
 USED TO COMPUTE:                                                                                            
Basic ...................................   67,914,158    58,939,274                                         
Diluted .................................   82,595,373    58,939,274                                         


                                                               YEARS ENDED DECEMBER 31,                      
                                          -------------------------------------------------------------------
                                               1998          1997          1996          1995         1994   
                                          ------------- ------------- ------------- ------------- -----------
                                                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)          
                                                                                                             
STATEMENT OF OPERATIONS DATA:                                                                                
Revenues ................................  $ 1,522,464   $ 1,382,740   $1,222,139    $1,085,494    $ 959,275 
Compensation expense, including                                                                              
 employee benefits ......................      903,948       836,150      730,261       672,026      594,322 
General and administrative expenses            455,578       463,936      391,617       356,523      323,087 
Other charges(1) ........................      234,449        11,925       17,166        31,465        4,507 
Recapitalization-related charges(1) .....           --            --      315,397            --           -- 
                                           -----------   -----------   ----------    ----------    --------- 
 Operating expenses .....................    1,593,975     1,312,011    1,454,441     1,060,014      921,916 
                                           -----------   -----------   ----------    ----------    --------- 
Operating profit (loss) .................      (71,511)       70,729     (232,302)       25,480       37,359 
Interest income .........................        8,315         8,454       10,269         9,866       12,100 
Interest expense ........................      (26,001)      (42,879)     (28,584)      (27,441)     (23,027)
Other income ............................        2,200            --           --            --           -- 
                                           -----------   -----------   ----------    ----------    --------- 
Income (loss) before income taxes .......      (86,997)       36,304     (250,617)        7,905       26,432 
Income tax provision (benefit) ..........       (2,644)       58,290      (20,611)        9,130       12,998 
                                           -----------   -----------   ----------    ----------    --------- 
                                               (84,353)      (21,986)    (230,006)       (1,225)      13,434 
Equity in net income (loss) of                                                                               
 unconsolidated companies ...............        4,707           342       (9,837)        5,197        4,740 
Minority interest in net (income)                                                                            
 loss of                                                                                                     
 consolidated subsidiaries ..............       (1,989)       (2,294)       1,532        (3,152)      (2,742)
                                           -----------   -----------   ----------    ----------    --------- 
Income (loss) before extraordinary                                                                           
 charge .................................      (81,635)      (23,938)    (238,311)          820       15,432 
Extraordinary charge for early                                                                               
 retirement of debt (net of tax                                                                              
 benefit of $2,834) .....................       (4,433)           --           --            --           -- 
                                           -----------   -----------   ----------    ----------    --------- 
Net income (loss) .......................  $   (86,068)  $   (23,938)  $ (238,311)   $      820    $  15,432 
                                           ===========   ===========   ==========    ==========    ========= 
EARNINGS (LOSS) PER SHARE(2):                                                                                
Basic:                                                                                                       
 Income (loss) before extraordinary                                                                          
  charge(2) .............................  $     (1.34)  $     (0.51)                                        
 Extraordinary charge ...................        (0.08)           --                                         
                                           -----------   -----------                                         
 Net income (loss) ......................  $     (1.42)  $     (0.51)                                        
                                           ===========   ===========                                         
Diluted:                                                                                                     
 Income (loss) before extraordinary                                                                          
  charge(2) .............................  $     (1.34)  $     (0.51)                                        
 Extraordinary charge ...................        (0.08)           --                                         
                                           -----------   -----------                                         
 Net income (loss) ......................  $     (1.42)  $     (0.51)                                        
                                           ===========   ===========                                         
WEIGHTED AVERAGE SHARES OUTSTANDING                                                                          
 USED TO COMPUTE:                                                                                            
Basic ...................................   60,673,994    46,949,355                                         
Diluted .................................   60,673,994    46,949,355                                         

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                                                        [Enlarge/Download Table]

                                           NINE MONTHS ENDED                                                                    
                                             SEPTEMBER 30,                          YEARS ENDED DECEMBER 31,                    
                                       ------------------------- ---------------------------------------------------------------
                                            1999         1998         1998         1997        1996        1995         1994    
                                       ------------- ----------- ------------- ----------- ----------- ------------ ------------
                                              (UNAUDITED)                                                                       
                                                           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                     

                                                                                                                                
OTHER OPERATING DATA:                                                                                                           
EBITDA(3) ............................   $ 194,232    $ 154,549   $  223,548    $ 139,375   $ 147,221   $  72,972    $  77,662  
Net cash provided by operating                                                                                                  
 activities ..........................      70,391       22,073      195,615      224,511     178,064      79,809       43,314  
Net cash used in investing activities      211,705       39,260       99,683       67,142      76,094      45,821       49,941  
Net cash provided by (used in)                                                                                                  
 financing activities ................     112,155      (75,444)    (136,242)     (98,667)    (12,614)    (50,025)     (30,705) 
Capital expenditures .................      53,947       34,784       76,378       51,899      51,792      42,096       33,196  
International revenues as a % of                                                                                                
 total revenues ......................        45.8%        48.2%        49.1%        52.2%       53.3%       54.7%        53.6% 

                                                        [Enlarge/Download Table]

                                           AS OF SEPTEMBER 30,                                                    
                                          ---------------------                                                   
                                                   1999                                                           
                                          ---------------------                                                   
                                               (UNAUDITED)                                                        
                                          (DOLLARS IN THOUSANDS)                                                  
                                                                                                                  
BALANCE SHEET DATA:                                                                                               
Working capital (deficit)(4) ............      $ (110,191)                                                        
Total assets(5) .........................       2,104,804                                                         
Total debt(6) ...........................         344,422                                                         
Mandatorily redeemable equity                                                                                     
 securities(7) ..........................              --                                                         
Total stockholders' equity (deficit) ....         289,571                                                         


                                                                     AS OF DECEMBER 31,                           
                                          ------------------------------------------------------------------------
                                               1998           1997           1996           1995          1994    
                                          -------------- -------------- -------------- ------------- -------------
                                                                   (DOLLARS IN THOUSANDS)                         
                                                                                                                  
BALANCE SHEET DATA:                                                                                               
Working capital (deficit)(4) ............   $ (216,888)    $ (106,169)    $ (196,509)   $    27,827   $    72,651 
Total assets(5) .........................    1,635,119      1,537,807      1,598,812      1,226,581     1,118,846 
Total debt(6) ...........................       63,925        351,051        267,238        230,831       256,032 
Mandatorily redeemable equity                                                                                     
 securities(7) ..........................           --        508,471        363,264             --            -- 
Total stockholders' equity (deficit) ....      114,969       (661,714)      (480,033)       (55,485)       69,982 

----------                                                                      
(1) For a discussion of other charges and  recapitalization-related  charges for
    the years ended  December 31, 1998,  1997 and 1996,  see notes 4, 6 and 9 to
    the audited consolidated  financial statements  incorporated by reference in
this prospectus.                                                        

(2) At September 30, 1999, Y&R had  outstanding  options to purchase  28,639,817
    shares of common stock with a weighted average exercise price of $12.61 that
    could  potentially  dilute  basic  earnings  per share in the future.  For a
    discussion  of  options  outstanding,  see note 3 to the  unaudited  interim
    consolidated  financial  statements and note 18 to the audited  consolidated
financial statements incorporated by reference in this prospectus.      

    Earnings  per  share  for 1996 and 1995  cannot be  computed  because  Y&R's
    capital  structure prior to its  recapitalization  in 1996 consisted of both
    common shares and limited partnership units in predecessor  entities.  For a
    discussion of the  recapitalization,  see note 6 to the audited consolidated
financial statements incorporated by reference in this prospectus.      

(3) EBITDA is  defined  as  operating  profit  (loss)  before  depreciation  and
    amortization,  other non-cash charges and recapitalization-related  charges.
    EBITDA is presented because it is a widely accepted financial  indicator and
    is generally  consistent  with the  definition  used for  covenant  purposes
    contained in Y&R's credit facilities;  however, EBITDA may not be comparable
    to other  registrants'  calculation of EBITDA or similarly titled items. You
    should not consider  EBITDA to be an  alternative  to net income (loss) as a
    measure  of  operating   results  in  accordance  with  generally   accepted
    accounting  principles  or as an  alternative  to cash flows as a measure of
    liquidity.  EBITDA for the nine months ended  September 30, 1998 and for the
    1998 year is before $234,449 of non-cash  compensation  charges taken at the
    time of our initial public offering in May 1998. EBITDA for 1997 and 1996 is
    before  $11,925 and $11,096,  respectively,  of non-cash  charges  primarily
    related to impairment write-downs which are included in other charges. For a
    discussion  of other  charges and  recapitalization-related  charges for the
    years ended  December 31, 1998,  1997 and 1996,  see notes 4, 6 and 9 to the
    audited consolidated financial statements  incorporated by reference in this
prospectus.                                                             

(4) Working capital  balances are  significantly  impacted by the seasonal media
    spending  patterns of advertisers,  including the timing of payments made to
    media and other suppliers on behalf of clients as well as the timing of cash
collection from clients to fund each expenditure.                       

(5) Total  assets as of  September  30, 1999  include net deferred tax assets of
    $145,926  consisting  primarily of federal,  state and foreign net operating
loss carryforwards.                                                     

(6) Total debt includes  current and non-current  loans and  installment  notes,
    which are discussed in notes 14 and 15 to the audited consolidated financial
statements incorporated by reference in this prospectus.                

(7) From  the  date of  completion  of the  recapitalization  of Y&R in 1996 and
    through the date of completion of the IPO, all outstanding  shares of common
    stock,  exclusive of shares of common stock held in a restricted stock trust
    under our restricted stock plan, were  redeemable,  subject to restrictions,
    at the option of the stockholder. Accordingly, all of these shares of common
    stock were recorded at their redemption values and classified as mandatorily
    redeemable equity securities at December 31, 1997 and 1996. For a discussion
    of the mandatorily redeemable equity securities,  see note 17 to the audited
    consolidated   financial  statements   incorporated  by  reference  in  this
prospectus.                                                             

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SELLING STOCKHOLDERS  

       The following  table sets forth the name of each selling  stockholder and
information  regarding the beneficial  ownership of the common stock and options
to purchase  common stock by the selling  stockholders  as of November 16, 1999,
and as adjusted to reflect the sale of shares of common  stock in the  offering.
The  information in the table below has been  calculated in accordance with Rule
13d-3 under the Securities Exchange Act of 1934 . Except as described below, the
persons named in the table have sole voting and investment power with respect to
all shares of common stock shown as beneficially owned by them.                 

       In connection with the offering, the H&F investors have notified Y&R that
they intend to exercise options to purchase 2,530,260 shares of common stock for
a total  exercise  price of $19.4 million and to distribute all of the shares of
Y&R common stock owned by them,  other than the shares to be sold by them in the
offering, to some of their limited partners and to individuals and entities that
control the H&F investors.                                                      

                                                        [Enlarge/Download Table]

                                                    BENEFICIAL OWNERSHIP                         BENEFICIAL OWNERSHIP     
                                                     PRIOR TO OFFERING                              AFTER OFFERING        
                                             ----------------------------------             ------------------------------
                                              SHARES AND                           SHARES    SHARES AND                   
                                                VESTED       VESTED                BEING       VESTED     VESTED          
                                                OPTIONS     OPTIONS    PERCENT    OFFERED     OPTIONS    OPTIONS   PERCENT
                                             ------------ ----------- --------- ----------- ----------- --------- --------
                                                                                                                          
Hellman & Friedman Capital                                                                                                

 Partners III, L.P.(1) .....................  6,157,027    2,311,590      8.6%   4,749,971       --         --       --   
H&F Orchard Partners III, L.P.(1) ..........    448,632      168,270        *      370,390       --         --       --   
H&F International Partners III, L.P.(1).....    134,561       50,400        *      111,082       --         --       --   

----------                                                                      
* Less than one percent.                                                      

(1) Hellman & Friedman  Capital  Partners III, L.P.,  H&F Orchard  Partners III,
    L.P. and H&F  International  Partners  III, L.P. have notified Y&R that they
    intend to distribute an aggregate of 1,407,056,  78,242 and 23,479 shares of
    common  stock,  respectively,  to  some of  their  limited  partners  and to
    individuals  and entities that control the H&F investors.  The H&F investors
    also intend to exercise  all options to purchase  shares of Y&R common stock
held by them on or before the date of the offering.                     

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UNDERWRITING  

       Subject to the terms and conditions of an Underwriting  Agreement,  dated
November 17, 1999 (the "Underwriting  Agreement"),  the Underwriters named below
(the  "Underwriters"),  who are  represented by Bear,  Stearns & Co. Inc. ("Bear
Stearns"),  Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), Salomon
Smith Barney Inc. ("SSB"), Banc of America Securities LLC, Goldman, Sachs & Co.,
ING Barings LLC,  Merrill Lynch & Co.,  Morgan  Stanley & Co.  Incorporated  and
Thomas Weisel  Partners LLC (the  "Representatives"),  have severally  agreed to
purchase from the selling stockholders the respective number of shares of common
stock set forth opposite their names below.                                     

                                                        [Enlarge/Download Table]

UNDERWRITERS                                                         NUMBER OF SHARES
------------------------------------------------------------------  -----------------
                                                                                     
    Bear, Stearns & Co. Inc. .....................................  1,046,987        
    Donaldson, Lufkin & Jenrette Securities Corporation ..........  1,046,986        
    Salomon Smith Barney Inc. ....................................  1,046,986        
    Banc of America Securities LLC ...............................    348,414        
    Goldman, Sachs & Co. .........................................    348,414        
    ING Barings LLC ..............................................    348,414        
    Merrill Lynch, Pierce, Fenner & Smith Incorporated. ..........    348,414        
    Morgan Stanley & Co. Incorporated ............................    348,414        
    Thomas Weisel Partners LLC. ..................................    348,414        
                                                                    ---------        
      Total ......................................................  5,231,443        
                                                                    =========        

       The Underwriting  Agreement  provides that the obligations of the several
Underwriters  to  purchase  and accept  delivery  of the shares of common  stock
offered by this  prospectus  are subject to  approval by their  counsel of legal
matters and to other  conditions set forth in the  Underwriting  Agreement.  The
Underwriters  are obligated to purchase and accept delivery of all the shares of
common  stock  offered   hereby,   other  than  those  shares   covered  by  the
over-allotment option described below, if any are purchased.                    

       The Underwriters initially propose to offer the shares of common stock in
part directly to the public at the initial  public  offering  price set forth on
the cover page of this prospectus and in part to certain  dealers  including the
Underwriters,  at that price less a concession not in excess of $0.94 per share.
The  Underwriters  may allow,  and such dealers may  re-allow,  to certain other
dealers  a  concession  not in  excess of $0.10  per  share.  After the  initial
offering of the common stock,  the public offering price and other selling terms
may  be  changed  by  the  Representatives  at  any  time  without  notice.  The
Underwriters  do not intend to  confirm  sales to any  accounts  over which they
exercise discretionary authority.                                               

       Each of Matthew R. Barger, John M. Pasquesi,  Brian M. Powers,  Thomas F.
Steyer,  Marco W. Hellman,  Mitchell R. Cohen,  Joseph M. Niehaus,  The Tully M.
Friedman 1997  Charitable  Lead Annuity Trust,  The Jackson Street Trust and The
Tully M. Friedman Revocable Trust is an affiliate of the H&F investors,  to whom
the H&F investors will distribute  shares of Y&R common stock in connection with
the offering.  These  individuals and entities will grant to the Underwriters an
option,  exercisable  within  30 days  after  the  date of this  prospectus,  to
purchase  from time to time,  in whole or in part, up to an aggregate of 284,000
shares of common stock (consisting of 30,000,  50,000,  11,000,  64,000, 42,000,
15,000, 15,000, 12,000, 20,000 and 25,000 shares,  respectively),  at the public
offering price less underwriting discounts and commissions. The Underwriters may
exercise this option solely to cover over-allotments, if any, made in connection
with the  offering.  To the extent that the  Underwriters  exercise this option,
each  Underwriter  will  become  obligated,  subject to certain  conditions,  to
purchase  its  pro  rata  portion  of  these  additional  shares  based  on  the
Underwriter's percentage underwriting commitment in the offering as indicated in
the preceding table.                                                            

       The following table shows the per share and total underwriting  discounts
to be paid to the  Underwriters by the selling  stockholders.  These amounts are
shown assuming both no                                                          

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exercise and full exercise of the Underwriters' over-allotment option.          

                                                                [Download Table]

                        NO EXERCISE     FULL EXERCISE
                       -------------   --------------
                                                     
Per share ..........   $     1.56      $     1.56    
Total ..............    8,181,977       8,626,153    

       Y&R  and  the  selling   stockholders   have  agreed  to  indemnify   the
Underwriters  against  certain  liabilities,  including  liabilities  under  the
Securities  Act, or to  contribute  to  payments  that the  Underwriters  may be
required to make in respect of those liabilities.                               

       Y&R has agreed to pay expenses  incurred by the selling  stockholders  in
connection  with  the  offering,  other  than  the  underwriting  discount.  Y&R
estimates  that the expenses that it will bear in  connection  with the offering
will total approximately $550,000.                                              

       Certain  affiliates  of the H&F  investors,  who upon  completion  of the
offering  collectively will hold an aggregate of 1,313,484  shares,  have agreed
not to:                                                                         

       o    offer,  pledge,  sell, contract to sell, sell any option or contract
            to  purchase,  purchase  any option or contract  to sell,  grant any
            option,  right or warrant  to  purchase  or  otherwise  transfer  or
            dispose of,  directly or  indirectly,  any shares of common stock or
            any securities  convertible  into or exercisable or exchangeable for
common stock; or                                        

       o    enter into any swap or other  arrangement  that  transfers  all or a
            portion of the economic  consequences  associated with the ownership
            of any common stock (regardless of whether any of these transactions
            are to be settled by the  delivery  of common  stock,  or such other
            securities,  in cash or otherwise) for a period of 90 days after the
            date of this  prospectus  without the prior written  consent of Bear
Stearns, DLJ and SSB.                                   

       In addition,  during this period, certain affiliates of the H&F Investors
have agreed not to make any demand for, or exercise  any right with  respect to,
the  registration  of any shares of common stock or any  securities  convertible
into or exercisable or  exchangeable  for common stock without the prior written
consent of Bear Stearns, DLJ and SSB.                                           

       Other than in the  United  States,  no action has been taken by Y&R,  the
selling  stockholders or the Underwriters that would permit a public offering of
the shares of common stock offered by this prospectus in any jurisdiction  where
action for that purpose is required.  The shares of common stock offered by this
prospectus  may not be offered or sold,  directly  or  indirectly,  nor may this
prospectus or any other offering  material or  advertisements in connection with
the  offer  and sale of any such  shares  of  common  stock  be  distributed  or
published in any jurisdiction,  except under  circumstances  that will result in
compliance  with the  applicable  rules and  regulations  of that  jurisdiction.
Persons  into  whose  possession  this  prospectus  comes are  advised to inform
themselves  about and to observe any  restrictions  relating to the offering and
the  distribution  of this  prospectus.  This  prospectus does not constitute an
offer to sell or a  solicitation  of an offer to buy any shares of common  stock
offered  by this  prospectus  in any  jurisdiction  in which  such an offer or a
solicitation is unlawful.                                                       

       In order to facilitate the offering,  the  Underwriters  participating in
the offering may engage in transactions  that  stabilize,  maintain or otherwise
affect  the  price  of  the  common  stock   during  and  after  the   offering.
Specifically,  the  Underwriters  may  over-allot  or  otherwise  create a short
position  in the common  stock for their own  account by selling  more shares of
common  stock  than  have  been sold to them by the  selling  stockholders.  The
Underwriters  may elect to cover this short  position  by  purchasing  shares of
common  stock in the open  market or by  exercising  the  over-allotment  option
granted to the  Underwriters.  In addition,  the  Underwriters  may stabilize or
maintain  the price of the common stock by bidding for or  purchasing  shares of
common stock in the open market and may impose penalty bids, under which selling
concessions allowed to syndicate members or other  broker-dealers  participating
in the offering are reclaimed if shares  previously  distributed in the offering
are repurchased in connection with stabilization  transactions or otherwise. The
effect of these  transactions may be to stabilize the market price of the common
stock at a level above that which might  otherwise  prevail in the open  market.
The imposition of a penalty bid may also affect the price of the common stock to
the                                                                             

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extent that it discourages  resales of the common stock.  No  representation  is
made as to the magnitude or effect of any  stabilization or other  transactions.
These transactions, if commenced, may be discontinued at any time.              

       Thomas  Weisel   Partners  LLC,  one  of  the   Representatives   of  the
underwriters,  was organized and registered as a broker-dealer in December 1998.
Since  December  1998,  Thomas  Weisel  Partners LLC has been named as a lead or
co-manager on 79 filed public offerings of equity  securities,  of which 58 have
been completed,  and has acted as a syndicate  member in an additional 41 public
offerings of equity  securities.  Thomas  Weisel  Partners LLC does not have any
material  relationship  with  us or any  of our  officers,  directors  or  other
controlling persons, except with respect to its contractual relationship with us
pursuant to the  underwriting  agreement  entered into in  connection  with this
offering.                                                                       

       Bear  Stearns,  DLJ and other  Representatives  from time to time perform
investment  banking and other financial  services for Y&R and its affiliates for
which they have  received  advisory or  transaction  fees, as  applicable,  plus
out-of-pocket  expenses,  of the nature and in amounts customary in the industry
for these financial services.  Alan D. Schwartz, an Executive Vice President and
Head of the Investment Banking Department of Bear Stearns,  is a member of Y&R's
board of directors.                                                             

LEGAL MATTERS 

       The  validity of the shares of common  stock  offered by this  prospectus
will be passed upon for Y&R by Cleary, Gottlieb, Steen & Hamilton, New York, New
York.  Certain legal matters in connection with the offering will be passed upon
for the Underwriters by Skadden,  Arps, Slate, Meagher & Flom LLP, New York, New
York.                                                                           

EXPERTS 

       The consolidated financial statements  incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Young & Rubicam Inc. for the year
ended December 31, 1998 have been so  incorporated  in reliance on the report of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.                                

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AVAILABLE INFORMATION 

       We have filed with the Securities and Exchange  Commission a registration
statement on Form S-3. This prospectus is a part of the  registration  statement
and  does not  contain  all of the  information  set  forth in the  registration
statement. For further information with respect to Y&R and the common stock, you
should  refer  to the  registration  statement.  Statements  contained  in  this
prospectus as to the contents of any contract or other  document  referred to in
this prospectus are not necessarily complete. Where a contract or other document
is an  exhibit  to the  registration  statement,  each of  those  statements  is
qualified in all respects by the provisions of the exhibit,  to which  reference
is hereby made.                                                                 

       We are  required to file annual,  quarterly  and current  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
You  may  review  the  registration  statement,  as well as  reports  and  other
information we have filed,  without charge at the Commission's  public reference
room at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549.  Copies may also be
obtained from the Public Reference Section of the Commission,  450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates or at the Commission's web site
at  http://www.sec.gov.  These materials may also be inspected at the offices of
the New York Stock  Exchange,  20 Broad Street,  New York,  New York 10005.  For
further  information on the operation of the public reference rooms, please call
1-800-SEC-0330.  You may also review these statements at the regional offices of
the Commission at 7 World Trade Center, Suite 1300, New York, New York 10048 and
at Citicorp  Center,  500 West Madison Street,  Suite 1400,  Chicago,  Illinois,
60661-2511.                                                                     

       The SEC allows us to  "incorporate  by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below.                                        

       o    Y&R's  Annual  Report on Form 10-K for the year ended  December  31,
1998;                                                   

       o    Y&R's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1999, June 30, 1999 and September 30, 1999;   

       o    The description of our common stock contained in Y&R's  registration
            statement   (Registration  No.  001-14093)  on  Form  8-A,  and  any
            amendment  or  report  filed  for  the  purpose  of  updating   that
description; and                                        

       o    The description of our preferred share purchase rights  contained in
            Y&R's  registration  statement  (Registration No. 001-14093) on Form
          8-A, and any amendment or report filed for the purpose of updating
that description.                                       

       We also  incorporate  by reference  any future  filings made with the SEC
under Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the termination of the offering of common stock offered hereby.           

       We will provide  without charge to each person,  including any beneficial
owner,  to whom this  prospectus is delivered,  upon written or oral request,  a
copy  of any  or  all  of  the  documents  incorporated  by  reference  in  this
prospectus, other than exhibits to those documents, unless the exhibits to those
documents  are  specifically  incorporated  by reference  into those  documents.
Requests  for copies  should be  directed to Young & Rubicam  Inc.,  285 Madison
Avenue, New York, New York 10017, Attention: Investor Relations, telephone (212)
210-3000.                                                                       

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================================================================================
      NO  DEALER,  SALESPERSON  OR  OTHER  PERSON  IS  AUTHORIZED  TO  GIVE  ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS.  YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS.  THIS PROSPECTUS IS
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ONLY THE SHARES OFFERED BY
THIS PROSPECTUS,  BUT ONLY UNDER  CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS
LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS
OF ITS DATE.                                                                    

------------------------------------------------  
TABLE OF CONTENTS 
------------------------------------------------  

                                                                [Download Table]

                                             PAGE
                                            -----
                                                 
Prospectus Summary ......................    1   
Risk Factors ............................    7   
Young & Rubicam Inc. ....................   14   
Recent Developments .....................   17   
Use of Proceeds .........................   17   
Selected Consolidated Financial Data.....   18   
Selling Stockholders ....................   20   
Underwriting ............................   21   
Legal Matters ...........................   23   
Experts .................................   23   
Available Information ...................   24   

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

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

YOUNG & RUBICAM INC.

5,231,443 SHARES  
COMMON STOCK  

--------------------------------  
PROSPECTUS  
--------------------------------  

BEAR, STEARNS & CO. INC.  

DONALDSON, LUFKIN & JENRETTE  

SALOMON SMITH BARNEY  

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

BANC OF AMERICA SECURITIES LLC

GOLDMAN, SACHS & CO.  

ING BARINGS 

MERRILL LYNCH & CO. 

MORGAN STANLEY DEAN WITTER  

THOMAS WEISEL PARTNERS LLC  

NOVEMBER 17, 1999 
================================================================================

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		5/15/00		10					425,  PRE 14A
		1/1/00		4		18
		12/31/99		3		18			10-K,  5
		11/23/99		1
Filed on:		11/18/99
		11/17/99		1		26			S-3/A
		11/16/99		21
		11/12/99		3		18			10-Q,  3
		10/1/99		3		18
		9/30/99		3		25			10-Q
		9/21/99		3		18
		9/15/99		5
		9/1/99		5
		8/2/99		3		18
		7/1/99		3		18
		6/30/99		25					10-Q
		3/31/99		25					10-K,  10-Q
		12/31/98		2		25			10-K,  4,  5
		9/30/98		7		20			10-Q
		12/31/97		7		20
		12/31/96		7		20
		12/31/94		19
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