8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K


                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): August 14, 2002

                               Bcom3 Group, Inc.
                           (Exact Name of Registrant
                          as Specified in Its Charter)

                                    Delaware
                        (State or Other Jurisdiction of
                                 Incorporation)

               0-32649                                 364345638
       (Commission File Number)            (IRS Employer Identification No.)

         35 West Wacker Drive                            60601
             Chicago, IL
   (Address of Principal Executive                     (Zip Code)
               Offices)

                                 (312) 220-1000
              (Registrant's Telephone Number, Including Area Code)


         (Former Name or Former Address, if Changed Since Last Report)

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     Item 5. Other Events

     On August 14, 2002, Bcom3 Group, Inc. issued the press release attached
hereto as exhibit 99.1, the text of which is incorporated herein by reference.

     Exhibits

     (a) Exhibit 99.1     Press Release, dated August 14, 2002







                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     Bcom3 Group, Inc.



Date: August 16, 2002                By  /s/ Eileen Kamerick
                                         -------------------------------
                                         Name:  Eileen Kamerick
                                         Title: Executive Vice President & Chief
                                                Financial Officer





                                  EXHIBIT LIST

          Exhibit
          Number                            Description
          ------                            -----------

           99.1                  Press Release, dated August 14, 2002

EX-99.1

                                                                   Exhibit 99.1


FOR IMMEDIATE RELEASE                      CONTACT:   Wally Petersen
                                                      312/220-4186


              BCOM3 GROUP POSTS SIGNIFICANT INCREASE IN NET INCOME

CHICAGO, August 14, 2002 -- Bcom3 Group, Inc. today announced its consolidated
net income for the three months ending June 30, 2002 increased by $29.3 million
to $33.7 million from $4.4 million in the second quarter of 2001. Effective
Jan. 1, 2002, in compliance with SFAS No. 142, the Company ceased recording
goodwill amortization. Adjusting the 2001 financial statements for the effect
of this pronouncement, net income for the three months ending June 30, 2002
increased by 75.5 percent to $33.7 million from $19.2 million in the second
quarter 2001.

Consolidated net income for the six months ending June 30, 2002 increased by
$47.2 million to $54.2 million from $7.0 million for the comparable period in
2001. Adjusting the 2001 financial statements for the effect of SFAS No. 142,
net income for the six months ending June 30, 2002 increased by 47.3 percent to
$54.2 million from $36.8 million in 2001.

Consolidated worldwide revenues for the three months ending June 30, 2002
increased 1.4 percent to $486.7 million from $479.9 million for the second
quarter 2001. Domestic revenues for the second quarter 2002 increased 2.6
percent to $259.0 million from $252.5 million for the comparable period in
2001. International revenues increased 0.1 percent to $227.7 million for the
second quarter 2002 from $227.4 million for the second quarter 2001. Second
quarter 2002 revenues include the effect of the adoption of EITF Issue 01-14,
which requires inclusion of certain reimbursed expenses in revenues and general
expenses. Excluding the effect of that change, consolidated revenues increased
0.1 percent. Domestic revenues increased 0.4 percent; international revenues
declined 0.4 percent.

Consolidated worldwide revenues for the six months ending June 30, 2002
increased 0.6 percent to $932.4 million from $927.1 million for the comparable
period in 2001. Domestic revenues for the six months ending June 30, 2002
increased 0.9 percent to $503.8 million from $499.3 million for the six months
ending June 30, 2001. International revenues for the six months ending June 30,
2002 increased 0.2 percent to $428.6 million from $427.8 million for the
comparable period in 2001. Excluding the adoption of EITF 01-14, consolidated
revenues declined 1.0 percent. Domestic revenues declined 1.5 percent;
international revenues declined 0.5 percent.

"Along with our unwavering commitment to client service, we continue to focus
on margin improvement and expense control," said Bcom3's Executive Vice
President & Chief Financial Officer Eileen Kamerick. "Despite a
still-challenging environment, our net income shows very significant
improvement."

Bcom3 is a leading advertising and marketing communications organization
spanning 90 countries around the world. On March 7, 2002, Paris-based Publicis
Groupe S.A. announced its intent to acquire the Bcom3 Group. Dentsu, Inc. will
continue to have a significant minority stake in what will become the world's
fourth largest marketing communications holding company.