As filed with the Securities and Exchange Commission on September 6, 2000.

                                                     Registration No.  333-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        CORDIANT COMMUNICATIONS GROUP PLC
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                               <C>                              <C>
        England and Wales         121-141 Westbourne Terrace         Not Applicable
(Jurisdiction of Incorporation          London W2 6JR               (I.R.S. Employer
       or Organization)                United Kingdom              Identification No.)
                                    (Address of Principal
                                      Executive Offices)
</TABLE>

            Lighthouse Global Network, Inc. 2000 Stock Incentive Plan
            Lighthouse Global Network, Inc. 1999 Stock Incentive Plan
                            (Full Title of the Plan)


                                 Michael Kopcsak
                               Gould & Wilkie LLP
                            One Chase Manhattan Plaza
                               New York, NY 10018
                                 (212) 820-0120
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Timothy B. Goodell, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                               New York, NY 10036
                                 (212) 819-8200


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================== ================= ==================== =================== ====================
                                                        Proposed maximum     Proposed maximum
     Title of securities to be         Amount to be       offering price    aggregate offering        Amount of
            registered                   registered        per share(1)          price(1)          registration
                                                                                                     fee(1)(2)
------------------------------------ ----------------- -------------------- ------------------- --------------------
<S>                                     <C>                   <C>             <C>                    <C>
 Ordinary Shares, nominal value 50      6,818,503             $4.68           $31,919,117.17         $8,426.65
            pence each
==================================== ================= ==================== =================== ====================
</TABLE>
(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      computed  pursuant to Rule 457(c) on the basis of the average high and low
      sale prices per  ordinary  share on The New York Stock  Exchange on August
      30, 2000.

(2)   Filing fee submitted with this filing is $8,426.65

                                   ----------
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from the  Registration  Statement in accordance  with
     Rule 428 under the  Securities  Act of 1933,  as amended  (the  "Securities
     Act"), and the Note to Part 1 of Form S-8.



<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         There is hereby incorporated herein by reference the following: (i) the
Annual  Report on Form 20-F for the year ended  December  31,  1999 of  Cordiant
Communications  Group  plc  (the  "Company"  or  the  "Registrant"),   (ii)  the
Registrant's  Reports on Form 6-K filed with the Commission on February 9, 2000,
March 7, 2000,  April 11, 2000, July 5, 2000, July 7, 2000,  August 15, 2000 and
August 24,  2000 and (iii) the  description  of the  Company's  ordinary  shares
contained in the Company's registration statement for such ordinary shares filed
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description. All documents subsequently filed by the Company pursuant to Section
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a  document  all or a  portion  of which is  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 310 of the Companies Act 1985 of Great Britain provides:

"(1)     This section applies to any provision, whether contained in a company's
         articles  or in  any  contract  with  the  company  or  otherwise,  for
         exempting any officer of the company or any person  (whether an officer
         or not) employed by the company as auditor from,  or  indemnifying  him
         against,  any  liability  which  by  virtue  of any  rule of law  would
         otherwise attach to him in respect of any negligence,  default,  breach
         of duty or breach of trust of which he may be guilty in relation to the
         company."

"(2)     Except as provided by the following  subsection,  any such provision is
         void."

"(3)     This section does not prevent a company

         (a)      from  purchasing  and  maintaining  for any  such  officer  or
                  auditor insurance against any such liability, or

         (b)      from  indemnifying  any such  officer or auditor  against  any
                  liability incurred by him

                  (i)      in  defending  any  proceedings   (whether  civil  or
                  criminal)  in which  judgment  is given in his favour or he is
                  acquitted, or

                  (ii)     in  connection  with any  application  under  section
                  144(3) or (4)  (acquisition of shares by innocent  nominee) or
                  section 727  (general  power to grant relief in case of honest
                  and  reasonable  conduct) in which relief is granted to him by
                  the court."

Section 727 of the Companies Act 1985 of Great Britain provides:

"(1)     If in any proceedings for negligence, default, breach of duty or breach
         of trust  against an officer  of a company  or a person  employed  by a
         company as auditor  (whether he is or is not an officer of the company)
         it appears to the court hearing the case that that officer or person is
         or may be liable in respect of the negligence,  default, breach of duty
         or breach of trust, but that he has acted honestly and reasonably,  and
         that  having  regard to all the  circumstances  of the case  (including
         those connected with his appointment) he ought fairly to be excused for
         the negligence,  default, breach of duty or breach of trust, that court
         may relieve him,  either  wholly or partly,  from his liability on such
         terms as it thinks fit."

"(2)     If any  such  officer  or  person  as  above-mentioned  has  reason  to
         apprehend  that any claim will or might be made  against him in respect
         of any negligence,  default,  breach of duty or breach of trust, he may
         apply to the court for relief; and the court on the application has the
         same power to relieve him as under this section it would have had if it
         had been a court  before  which  proceedings  against  that  person for
         negligence,  default,  breach  of duty or  breach  of  trust  had  been
         brought."

"(3)     Where a case to which  subsection (1) applies is being tried by a judge
         with a jury,  the judge,  after  hearing  the  evidence,  may, if he is
         satisfied  that the  defendant  or defender  ought in pursuance of that
         subsection to be relieved either in whole or in part from the liability
         sought to be enforced  against  him,  withdraw  the case in whole or in
         part from the jury and forthwith  direct judgment to be entered for the
         defendant  or  defender on such terms as to costs or  otherwise  as the
         judge may think proper."

Article 156 of the Articles of Association of The Company provides:

         "Subject  to the  provisions  of The  Companies  Act  1985,  and  every
statutory  modification or re-enactment  thereof for the time being in force and
every other Act or statutory  instrument for the time being in force  concerning
limited companies and affecting the Company (including, without limitation, Part
V  of  the   Criminal   Justice  Act  1993  and  the   Companies   Consolidation
(Consequential  Provisions)  Act  1985),  every  President,  Director,  Auditor,
Secretary or other officer of the Company shall be entitled to be indemnified by
the  Company  against  all costs,  charges,  losses,  expenses  and  liabilities
incurred  by him in the  execution  and  discharge  of his duties or in relation
thereto.  The Directors  may purchase and maintain  insurance for the benefit of
any Director or other officer or auditor to the extent permitted by the statutes
described above."

         The Company  maintains  Directors'  and Officers'  liability  insurance
which  provides  for  payments on behalf of the  Directors  and  Officers of all
losses of such persons  (other than matters  uninsurable  under the law) arising
from claims,  including  claims  arising under the  Securities  Act, for acts or
omissions by such persons while acting as Directors or Officers of The Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number   Description of Documents

 4.1     Memorandum and Articles of Association of Cordiant Communications Group
         plc (incorporated herein by reference to Exhibit 2.1 to Form 20-F filed
         with the Securities and Exchange  Commission on June 29, 1998 (Reg. No.
         333-02130).

 4.3.1   Lighthouse Global Network, Inc. 1999 Stock Incentive Plan.

 4.3.2   Lighthouse Global Network, Inc. 2000 Stock Incentive Plan.

 5       Opinion of Macfarlanes  regarding the legality of the Cordiant ordinary
         shares being issued.

23.1     Consent of KPMG.

24.1     Powers of Attorney of certain officers and directors of the Company.


Item 9.  Undertakings.

         The undersigned  Registrant,  Cordiant Communications Group plc, hereby
undertakes:

         (1) to file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:

         (i) to include  any  prospectus  required  by Section  10(a)(3)  of the
       Securities Act of 1933, as amended;

         (ii) to reflect in the prospectus any facts or events arising after the
       effective  date  of  the  registration  statement  (or  the  most  recent
       post-effective   amendment   thereof)  which,   individually  or  in  the
       aggregate, represent a fundamental change in the information set forth in
       this registration statement.  Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities  offered would not exceed that which was  registered)  and any
       deviation  from the low or high  end of the  estimated  maximum  offering
       range  may  be  reflected  in the  form  of  prospectus  filed  with  the
       Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in
       volume  and  price  represent  no more  than a 20  percent  change in the
       maximum  aggregate  offering  price  set  forth  in the  "Calculation  of
       Registration Fee" table in the effective registration statement; and

         (iii) to include any material  information  with respect to the plan of
       distribution not previously  disclosed in this registration  statement or
       any material change to such information in this registration statement.

    provided,  however,  that paragraphs  (1)(i) and (1)(ii) do not apply if the
    information  required to be included in a post-effective  amendment by those
    paragraphs is contained in periodic reports filed by the Registrant pursuant
    to Section 13 or Section 15(d) of the Exchange Act that are  incorporated by
    reference in this registration statement;

         (2) that,  for the  purpose  of  determining  any  liability  under the
    Securities Act, each such  post-effective  amendment shall be deemed to be a
    new registration  statement relating to the securities offered therein,  and
    the  offering  of such  securities  at that  time  shall be deemed to be the
    initial bona fide offering thereof;

         (3) to remove from registration by means of a post-effective  amendment
    any  of  the  securities   being  registered  which  remain  unsold  at  the
    termination of the offering; and

         (4)  that,  for  purposes  of  determining   any  liability  under  the
    Securities  Act, each filing of the  Registrant's  annual report pursuant to
    Section  13(a) or 15(d) of the  Exchange  Act and each filing of each Plan's
    annual  report  pursuant  to  Section  15(d)  of the  Exchange  Act  that is
    incorporated by reference in this registration  statement shall be deemed to
    be a new registration  statement relating to the securities offered therein,
    and the offering of such  securities  at that time shall be deemed to be the
    initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
    Act of 1933 may be permitted to directors,  officers and controlling persons
    of the registrant pursuant to the foregoing  provisions,  or otherwise,  the
    registrant  has been  advised  that in the  opinion  of the  Securities  and
    Exchange  Commission  such  indemnification  is  against  public  policy  as
    expressed in the Act and is, therefore,  unenforceable.  In the event that a
    claim for  indemnification  against such liabilities (other than the payment
    by the  registrant  of expenses  incurred or paid by a director,  officer or
    controlling  person  of the  registrant  in the  successful  defense  of any
    action,  suit or  proceeding)  is  asserted  by such  director,  officer  or
    controlling  person in connection with the securities being registered,  the
    registrant  will,  unless in the  opinion of its counsel the matter has been
    settled  by  controlling  precedent,   submit  to  a  court  of  appropriate
    jurisdiction  the  question  whether such  indemnification  by it is against
    public  policy as  expressed  in the Act and will be  governed  by the final
    adjudication of such issue.

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  City  of  London,  United  Kingdom  on the 5th day of
September, 2000.



                                                CORDIANT COMMUNICATIONS
                                                  GROUP PLC



                                                By: /S/ David Ham
                                                   -----------------------------
                                                   Name:   David Ham
                                                   Title:  Group Controller
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.

 4.1              Memorandum   and   Articles   of   Association   of   Cordiant
                  Communications  Group plc (incorporated herein by reference to
                  Exhibit  2.1 to  Form  20-F  filed  with  the  Securities  and
                  Exchange Commission on June 29, 1998 (Reg. No. 333-02130)).

 4.3.1            Lighthouse Global Network, Inc. 1999 Stock Incentive Plan.

 4.3.2            Lighthouse Global Network, Inc. 2000 Stock Incentive Plan.

  5               Opinion of Macfarlanes  regarding the legality of the Cordiant
                  ordinary shares being issued.

23.1              Consent of KPMG.

24.1              Powers of Attorney of certain  officers  and  directors of the
                  Company.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18130}]
{"company-data": {"conformed-name": "CORDIANT COMMUNICATIONS GROUP PLC /ADR", "cik": "0001010401", "assigned-sic": "0000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45222", "film-number": "717192"}, "business-address": {"street1": "48 WALL ST", "street2": "C/O BANK OF NEW YORK", "city": "NEW YORK", "state": "NY", "zip": "10286", "phone": "2124951727"}}
As filed with the Securities and Exchange Commission on September 6, 2000.

                                                     Registration No.  333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        CORDIANT COMMUNICATIONS GROUP PLC
             (Exact name of Registrant as specified in its charter)
England and Wales         121-141 Westbourne Terrace         Not Applicable
(Jurisdiction of Incorporation          London W2 6JR               (I.R.S. Employer
       or Organization)                United Kingdom              Identification No.)
                                    (Address of Principal
                                      Executive Offices)
Lighthouse Global Network, Inc. 2000 Stock Incentive Plan
            Lighthouse Global Network, Inc. 1999 Stock Incentive Plan
                            (Full Title of the Plan)

                                 Michael Kopcsak
                               Gould & Wilkie LLP
                            One Chase Manhattan Plaza
                               New York, NY 10018
                                 (212) 820-0120
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Timothy B. Goodell, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                               New York, NY 10036
                                 (212) 819-8200

                         CALCULATION OF REGISTRATION FEE
==================================== ================= ==================== =================== ====================
                                                        Proposed maximum     Proposed maximum
     Title of securities to be         Amount to be       offering price    aggregate offering        Amount of
            registered                   registered        per share(1)          price(1)          registration
                                                                                                     fee(1)(2)
------------------------------------ ----------------- -------------------- ------------------- --------------------
Ordinary Shares, nominal value 50      6,818,503             $4.68           $31,919,117.17         $8,426.65
            pence each
==================================== ================= ==================== =================== ====================
(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      computed  pursuant to Rule 457(c) on the basis of the average high and low
      sale prices per  ordinary  share on The New York Stock  Exchange on August
      30, 2000.

(2)   Filing fee submitted with this filing is $8,426.65

                                   ----------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from the  Registration  Statement in accordance  with
     Rule 428 under the  Securities  Act of 1933,  as amended  (the  "Securities
     Act"), and the Note to Part 1 of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There is hereby incorporated herein by reference the following: (i) the
Annual  Report on Form 20-F for the year ended  December  31,  1999 of  Cordiant
Communications  Group  plc  (the  "Company"  or  the  "Registrant"),   (ii)  the
Registrant's  Reports on Form 6-K filed with the Commission on February 9, 2000,
March 7, 2000,  April 11, 2000, July 5, 2000, July 7, 2000,  August 15, 2000 and
August 24,  2000 and (iii) the  description  of the  Company's  ordinary  shares
contained in the Company's registration statement for such ordinary shares filed
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description. All documents subsequently filed by the Company pursuant to Section
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a  document  all or a  portion  of which is  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 310 of the Companies Act 1985 of Great Britain provides:

"(1)     This section applies to any provision, whether contained in a company's
         articles  or in  any  contract  with  the  company  or  otherwise,  for
         exempting any officer of the company or any person  (whether an officer
         or not) employed by the company as auditor from,  or  indemnifying  him
         against,  any  liability  which  by  virtue  of any  rule of law  would
         otherwise attach to him in respect of any negligence,  default,  breach
         of duty or breach of trust of which he may be guilty in relation to the
         company."

"(2)     Except as provided by the following  subsection,  any such provision is
         void."

"(3)     This section does not prevent a company

         (a)      from  purchasing  and  maintaining  for any  such  officer  or
                  auditor insurance against any such liability, or

         (b)      from  indemnifying  any such  officer or auditor  against  any
                  liability incurred by him

                  (i)      in  defending  any  proceedings   (whether  civil  or
                  criminal)  in which  judgment  is given in his favour or he is
                  acquitted, or

                  (ii)     in  connection  with any  application  under  section
                  144(3) or (4)  (acquisition of shares by innocent  nominee) or
                  section 727  (general  power to grant relief in case of honest
                  and  reasonable  conduct) in which relief is granted to him by
                  the court."

Section 727 of the Companies Act 1985 of Great Britain provides:

"(1)     If in any proceedings for negligence, default, breach of duty or breach
         of trust  against an officer  of a company  or a person  employed  by a
         company as auditor  (whether he is or is not an officer of the company)
         it appears to the court hearing the case that that officer or person is
         or may be liable in respect of the negligence,  default, breach of duty
         or breach of trust, but that he has acted honestly and reasonably,  and
         that  having  regard to all the  circumstances  of the case  (including
         those connected with his appointment) he ought fairly to be excused for
         the negligence,  default, breach of duty or breach of trust, that court
         may relieve him,  either  wholly or partly,  from his liability on such
         terms as it thinks fit."

"(2)     If any  such  officer  or  person  as  above-mentioned  has  reason  to
         apprehend  that any claim will or might be made  against him in respect
         of any negligence,  default,  breach of duty or breach of trust, he may
         apply to the court for relief; and the court on the application has the
         same power to relieve him as under this section it would have had if it
         had been a court  before  which  proceedings  against  that  person for
         negligence,  default,  breach  of duty or  breach  of  trust  had  been
         brought."

"(3)     Where a case to which  subsection (1) applies is being tried by a judge
         with a jury,  the judge,  after  hearing  the  evidence,  may, if he is
         satisfied  that the  defendant  or defender  ought in pursuance of that
         subsection to be relieved either in whole or in part from the liability
         sought to be enforced  against  him,  withdraw  the case in whole or in
         part from the jury and forthwith  direct judgment to be entered for the
         defendant  or  defender on such terms as to costs or  otherwise  as the
         judge may think proper."

Article 156 of the Articles of Association of The Company provides:

         "Subject  to the  provisions  of The  Companies  Act  1985,  and  every
statutory  modification or re-enactment  thereof for the time being in force and
every other Act or statutory  instrument for the time being in force  concerning
limited companies and affecting the Company (including, without limitation, Part
V  of  the   Criminal   Justice  Act  1993  and  the   Companies   Consolidation
(Consequential  Provisions)  Act  1985),  every  President,  Director,  Auditor,
Secretary or other officer of the Company shall be entitled to be indemnified by
the  Company  against  all costs,  charges,  losses,  expenses  and  liabilities
incurred  by him in the  execution  and  discharge  of his duties or in relation
thereto.  The Directors  may purchase and maintain  insurance for the benefit of
any Director or other officer or auditor to the extent permitted by the statutes
described above."

         The Company  maintains  Directors'  and Officers'  liability  insurance
which  provides  for  payments on behalf of the  Directors  and  Officers of all
losses of such persons  (other than matters  uninsurable  under the law) arising
from claims,  including  claims  arising under the  Securities  Act, for acts or
omissions by such persons while acting as Directors or Officers of The Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number   Description of Documents

 4.1     Memorandum and Articles of Association of Cordiant Communications Group
         plc (incorporated herein by reference to Exhibit 2.1 to Form 20-F filed
         with the Securities and Exchange  Commission on June 29, 1998 (Reg. No.
         333-02130).

 4.3.1   Lighthouse Global Network, Inc. 1999 Stock Incentive Plan.

 4.3.2   Lighthouse Global Network, Inc. 2000 Stock Incentive Plan.

 5       Opinion of Macfarlanes  regarding the legality of the Cordiant ordinary
         shares being issued.

23.1     Consent of KPMG.

24.1     Powers of Attorney of certain officers and directors of the Company.

Item 9.  Undertakings.

         The undersigned  Registrant,  Cordiant Communications Group plc, hereby
undertakes:

         (1) to file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:

         (i) to include  any  prospectus  required  by Section  10(a)(3)  of the
       Securities Act of 1933, as amended;

         (ii) to reflect in the prospectus any facts or events arising after the
       effective  date  of  the  registration  statement  (or  the  most  recent
       post-effective   amendment   thereof)  which,   individually  or  in  the
       aggregate, represent a fundamental change in the information set forth in
       this registration statement.  Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities  offered would not exceed that which was  registered)  and any
       deviation  from the low or high  end of the  estimated  maximum  offering
       range  may  be  reflected  in the  form  of  prospectus  filed  with  the
       Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in
       volume  and  price  represent  no more  than a 20  percent  change in the
       maximum  aggregate  offering  price  set  forth  in the  "Calculation  of
       Registration Fee" table in the effective registration statement; and

         (iii) to include any material  information  with respect to the plan of
       distribution not previously  disclosed in this registration  statement or
       any material change to such information in this registration statement.

    provided,  however,  that paragraphs  (1)(i) and (1)(ii) do not apply if the
    information  required to be included in a post-effective  amendment by those
    paragraphs is contained in periodic reports filed by the Registrant pursuant
    to Section 13 or Section 15(d) of the Exchange Act that are  incorporated by
    reference in this registration statement;

         (2) that,  for the  purpose  of  determining  any  liability  under the
    Securities Act, each such  post-effective  amendment shall be deemed to be a
    new registration  statement relating to the securities offered therein,  and
    the  offering  of such  securities  at that  time  shall be deemed to be the
    initial bona fide offering thereof;

         (3) to remove from registration by means of a post-effective  amendment
    any  of  the  securities   being  registered  which  remain  unsold  at  the
    termination of the offering; and

         (4)  that,  for  purposes  of  determining   any  liability  under  the
    Securities  Act, each filing of the  Registrant's  annual report pursuant to
    Section  13(a) or 15(d) of the  Exchange  Act and each filing of each Plan's
    annual  report  pursuant  to  Section  15(d)  of the  Exchange  Act  that is
    incorporated by reference in this registration  statement shall be deemed to
    be a new registration  statement relating to the securities offered therein,
    and the offering of such  securities  at that time shall be deemed to be the
    initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
    Act of 1933 may be permitted to directors,  officers and controlling persons
    of the registrant pursuant to the foregoing  provisions,  or otherwise,  the
    registrant  has been  advised  that in the  opinion  of the  Securities  and
    Exchange  Commission  such  indemnification  is  against  public  policy  as
    expressed in the Act and is, therefore,  unenforceable.  In the event that a
    claim for  indemnification  against such liabilities (other than the payment
    by the  registrant  of expenses  incurred or paid by a director,  officer or
    controlling  person  of the  registrant  in the  successful  defense  of any
    action,  suit or  proceeding)  is  asserted  by such  director,  officer  or
    controlling  person in connection with the securities being registered,  the
    registrant  will,  unless in the  opinion of its counsel the matter has been
    settled  by  controlling  precedent,   submit  to  a  court  of  appropriate
    jurisdiction  the  question  whether such  indemnification  by it is against
    public  policy as  expressed  in the Act and will be  governed  by the final
    adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  City  of  London,  United  Kingdom  on the 5th day of
September, 2000.

                                                CORDIANT COMMUNICATIONS
                                                  GROUP PLC

                                                By: /S/ David Ham
                                                   -----------------------------
                                                   Name:   David Ham
                                                   Title:  Group Controller
EXHIBIT INDEX

Exhibit No.

 4.1              Memorandum   and   Articles   of   Association   of   Cordiant
                  Communications  Group plc (incorporated herein by reference to
                  Exhibit  2.1 to  Form  20-F  filed  with  the  Securities  and
                  Exchange Commission on June 29, 1998 (Reg. No. 333-02130)).

 4.3.1            Lighthouse Global Network, Inc. 1999 Stock Incentive Plan.

 4.3.2            Lighthouse Global Network, Inc. 2000 Stock Incentive Plan.

  5               Opinion of Macfarlanes  regarding the legality of the Cordiant
                  ordinary shares being issued.

23.1              Consent of KPMG.

24.1              Powers of Attorney of certain  officers  and  directors of the
                  Company.