As filed with the Securities and Exchange Commission on March 2, 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               London W2 6JR               (I.R.S. Employer
   Incorporation or              United Kingdom              Identification No.)
    Organization)   (Address of Principal Executive Offices)

           Healthworld Corporation 1997 Stock Option Plan, as amended
                            (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>
<S>                                  <C>               <C>                  <C>                 <C>
------------------------------------ ----------------- -------------------- ------------------- --------------------
                                                        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)
------------------------------------ ----------------- -------------------- ------------------- --------------------
 Ordinary Shares, nominal value 50      7,996,856             $5.27            $42,171,436          $11,723.65
            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 share on  February  25, 2000  multiplied  by the  currency
     exchange rate of pounds sterling to U.S. dollars based upon the noon buying
     rate in the City of New York as announced by the Federal Reserve Bank.


<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,  1998 of  Cordiant
Communications Group plc (the "Company" or the "Registrant"), (ii) the Company's
Reports on Form 6-K dated June 30, 1999,  November  15, 1999,  December 15, 1999
and February 7, 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 or the Healthworld
Corporation 1997 Stock Option Plan, as amended (collectively,  the "Stock Option
Plan") 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      1997 Healthworld Stock Option Plan, as amended.

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
         (included on pages II-6 and II-7 of this Registration Statement).


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; 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.  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;

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.

<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 2nd day of March, 2000.



                                               CORDIANT COMMUNICATIONS
                                                 GROUP PLC



                                               By: /s/ David Ham
                                                   Name:   David Ham
                                                   Title:  Group Controller


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints David Ham and Arthur D'Angelo,  and each of them,
his  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution  and revocation,  in his name and on his behalf,  to do any and all
acts and things and to execute  any and all  instruments  which they and each of
them may deem necessary or advisable to enable Cordiant Communications Group plc
(the  "Company")  to comply with the  Securities  Act of 1933,  as amended  (the
"Act"),  and any  rules,  regulations  or  requirements  of the  Securities  and
Exchange  Commission in respect  thereof,  in connection  with the  registration
under the Act of  7,996,856  Ordinary  Shares of the Company that may be offered
pursuant to the Stock Option  Plan,  including  power and  authority to sign his
name in any and all  capacities  (including  his  capacity as a Director  and/or
Officer and/or U.S.  Representative of the Company) to a Registration  Statement
on Form S-8, and to any and all amendments, including post-effective amendments,
to such  Registration  Statement,  and to any and all  instruments  or documents
filed  as part of or in  connection  with  such  Registration  Statement  or any
amendments  thereto;  and the undersigned  hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, shall lawfully do or cause to
be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on this 1st day of March, 2000.

NAME                            TITLE


/s/ Michael Bungey              Director and Chief Executive Officer
Michael Bungey

/s/ Arthur D'Angelo             Finance Director
Arthur D'Angelo


/s/ Jean de Yturbe              Director, Chairman, Bates Europe
Jean de Yturbe


/s/ Ian Smith                   Director, Chief Executive Officer, President/
Ian Smith                       International Bates World Wide, Inc. Pacific


/s/ Peter M. Schoning           Director, Chairman and Chief Executive Officer,
Peter M. Schoning               Scholz & Friends


/s/ Bill Whitehead              Director, Chief Executive Officer, Bates North
Bill Whitehead                  America


/s/ Charles Scott               Executive Chairman
Charles Scott


/s/ Dudley Fishburn             Non-executive director
Dudley Fishburn


----------------------
Professor Theodore Levitt       Non-executive director


/s/ James Tyrrell               Non-executive director
James Tyrrell


/s/ Rolf Stomberg               Non-executive director
Dr. Rolf Stomberg


/s/ Michael Kopcsak             Authorized Representative in the United States
Michael Kopcsak
Gould & Wilkie LLP

<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            1997 Healthworld Stock Option Plan, as amended.

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  (included  on pages  II-6 and II-7 of this  Registration
               Statement).

<PAGE>
                                                                     Exhibit 4.3



















                             HEALTHWORLD CORPORATION
                             1997 STOCK OPTION PLAN

                       (as amended effective June 9, 1999)

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

1. Purpose.....................................................................1

2. Effective Date of the Plan..................................................1

3. Stock Subject to Plan.......................................................1

4. Committee...................................................................1

5. Administration..............................................................2

6. Eligibility.................................................................3

7. Option Prices...............................................................3

8. Option Term.................................................................4

9. Limitations on Amount of Options Granted....................................4

10. Exercise of Options........................................................4

11. Transferability............................................................6

12. Termination of Employment..................................................6

13. Adjustment of Number of Shares.............................................7

14. Purchase for Investment, Withholding and Waivers...........................8

15. No Stockholder Status......................................................9

16. No Restrictions on Corporate Acts..........................................9

17. Options Granted in Connection With Acquisitions............................9

18. No Employment or Service Right.............................................9

19. Termination and Amendment of the Plan......................................9

20. Expiration and Termination of the Plan....................................10

<PAGE>
                             HEALTHWORLD CORPORATION
                             1997 STOCK OPTION PLAN
                       (as amended effective June 9, 1999)


1.   Purpose.

     The  purposes  of the 1997 Stock  Option  Plan (the  "Plan")  are to induce
certain employees,  directors and consultants to remain in the employ or service
of Healthworld Corporation (the "Company") and its present and future subsidiary
corporations (each a "Subsidiary"), as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the  "Code"),  to attract new  individuals  to
enter into such  employment  or service and to  encourage  such  individuals  to
secure or increase on reasonable terms their stock ownership in the Company. The
Board of Directors of the Company (the  "Board")  believes  that the granting of
stock  options  (the  "Options")  under  the Plan  will  promote  continuity  of
management and increased  incentive and personal  interest in the welfare of the
Company by those who are or may become  primarily  responsible  for  shaping and
carrying  out the long range  plans of the Company and  securing  its  continued
growth and  financial  success.  Options  granted  hereunder  are intended to be
either (a) "incentive  stock options" (which term, when used herein,  shall have
the meaning ascribed thereto by the provisions of Section 422(b) of the Code) or
(b)  options  which  are  not  incentive  stock  options  ("non-qualified  stock
options") or (c) a combination  thereof,  as  determined  by the Committee  (the
"Committee") referred to in Section 4 hereof at the time of the grant thereof.


2.   Effective Date of the Plan.

     The Plan  became  effective  on  October  13,  1997 by  action of the Board
ratified  by the  holders  of all of the issued  and  outstanding  shares of the
common stock of the Company.


3.   Stock Subject to Plan.

     1,910,000 of the authorized but unissued  shares of the Common Stock,  $.01
par value,  of the Company  (the "Common  Stock") are hereby  reserved for issue
upon the exercise of Options granted under the Plan; provided, however, that the
number of shares so reserved may from time to time be reduced to the extent that
a corresponding  number of issued and outstanding shares of the Common Stock are
purchased  by the Company and set aside for issue upon the  exercise of Options.
If any Options  expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for the
purposes of the Plan.


4.   Committee.

     The Committee shall consist of two or more members of the Board both or all
of whom shall be "non-employee directors" within the meaning of Rule 16b-3(b)(3)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  In  addition,  from and  after  the  date of the  first  meeting  of the
stockholders of the Company occurring after December 31, 2000 at which directors
are to be elected,  all members of the  Committee  shall be "outside  directors"
within the  contemplation  of  Section  162(m)(4)(C)(i)  of the Code.  The Chief
Executive  Officer  of the  Company  shall  also be a member  of the  Committee,
ex-officio, whether or not he or she is otherwise eligible to be a member of the
Committee.  The Committee shall be appointed annually by the Board, which may at
any time and from time to time  remove  any  members of the  Committee,  with or
without cause,  appoint  additional members to the Committee and fill vacancies,
however  caused,  in the  Committee.  A majority of the members of the Committee
shall constitute a quorum.  All determinations of the Committee shall be made by
a majority  of its  members  present  at a meeting  duly  called  and held.  Any
decision or determination of the Committee  reduced to writing and signed by all
of the members of the  Committee  shall be fully as  effective as if it had been
made at a meeting duly called and held.


5.   Administration.

     A. Subject to the express  provisions of the Plan, the Committee shall have
complete  authority,  in its  discretion,  to interpret  the Plan, to prescribe,
amend and rescind rules and  regulations  relating to it, to determine the terms
and provisions of the respective option  agreements or certificates  (which need
not be identical),  to determine the individuals  (each a "Participant") to whom
and the times and the prices at which  Options  shall be  granted,  the  periods
during  which  each  Option  shall be  exercisable,  the number of shares of the
Common  Stock to be subject to each Option and whether  such Option  shall be an
incentive  stock  option or a  non-qualified  stock option and to make all other
determinations  necessary  or  advisable  for the  administration  of the  Plan;
provided,  however,  that  directors  of the Company who are not employed by the
Company or any of the Subsidiaries  (each a "Non-Employee  Director") shall only
be granted  Options in accordance  with the  provisions of Section 6B. In making
such  determinations,  the  Committee  may take into  account  the nature of the
services rendered by the respective employees and consultants, their present and
potential  contributions  to the success of the Company and the Subsidiaries and
such other factors as the Committee in its discretion  shall deem relevant.  The
Committee's  determination on the matters referred to in this Section 5 shall be
conclusive.  Any dispute or disagreement which may arise under or as a result of
or with respect to any Option shall be determined by the Committee,  in its sole
discretion,  and any interpretations by the Committee of the terms of any Option
shall be final, binding and conclusive.

     B. The  Committee may appoint a separate  committee  comprised of the Chief
Executive   Officer   and  Chief   Financial   Officer  of  the   Company   (the
"Administrative  Committee") to administer the Plan with respect to employees of
the  Company or a  Subsidiary  (i) who are not  officers  of the Company who are
subject  to the  provisions  of Section  16 of the  Exchange  Act and (ii) whose
compensation  is not subject to the  provisions  of Section  162(m) of the Code,
subject to such  conditions,  restrictions  and limitations as may be imposed by
the  Committee,  including  but not limited to: (a) Options to purchase not more
than 50,000  shares of the Common Stock may be granted in any one calendar  year
by the Administrative Committee to all employees of the Company in the aggregate
and (b) the  Committee  shall  establish a maximum  number of shares that may be
subject to Options granted under the Plan in any one calendar year to any single
employee by the Administrative  Committee.  Unless and until the Committee shall
take further action, the maximum number of shares that may be subject to Options
granted under the Plan in any one calendar year by the Administrative  Committee
to  any  single  employee  shall  be  2,500.  Any  actions  duly  taken  by  the
Administrative Committee with respect to the grant of Options to employees shall
be deemed to have been taken by the Committee for purposes of the Plan.


6.   Eligibility.

     A. An Option may be granted  only to (i) an employee or  consultant  of the
Company  or a  Subsidiary,  (ii)  to  the  extent  provided  in  Section  6B,  a
Non-Employee  Director and (iii)  employees of a corporation  or other  business
enterprise  which has been acquired by the Company or a  Subsidiary,  whether by
exchange or purchase of stock,  purchase of assets,  merger or reverse merger or
otherwise,  who hold options with respect to the stock of such corporation which
the Company has agreed to assume.

     B. (i) [reserved]

     (ii) Annually,  on the date of each annual meeting of the  stockholders  of
the  Company,  each  Non-Employee  Director  shall  be  granted  a  Non-Employee
Director's  Formula Option to purchase  20,000 shares of the Common Stock at the
initial per share  option price equal to the fair market value of a share of the
Common Stock on the date of grant.


     (iii) Each  Non-Employee  Director who becomes a director prior to the date
of any annual meeting of the  stockholders  of the Company shall be granted,  on
the date he or she becomes a director, a Non-Employee  Director's Formula Option
to purchase  20,000  shares of the Common  Stock at the initial per share option
price equal to the fair market  value of a share of the Common Stock on the date
of grant.

     (iv) A Non-Employee  Director may during the period  commencing on the date
of the  granting  of a  Non-Employee  Director's  Formula  Option  to him or her
exercise such Option with respect to all of the shares granted thereby.

7.   Option Prices.

     A. Except as otherwise provided in Section 17, the initial per share option
price of any Option shall be the price  determined by the Committee but not less
than the fair market  value of a share of the Common Stock on the date of grant;
provided,  however,  that,  in the case of a  Participant  who owns  (within the
meaning  of  Section  424(d)  of the Code)  more than 10% of the total  combined
voting  power of the Common  Stock at the time an Option  which is an  incentive
stock  option is granted to him or her, the initial per share option price shall
not be less than 110% of the fair market value of a share of the Common Stock on
the date of grant.

     B. For all  purposes of the Plan,  the fair market  value of a share of the
Common Stock on any date shall be determined by the Committee as follows:


     (i) If the Common Stock is listed on the OTC Electronic Bulletin Board, its
fair market value shall be the closing selling price on such date for the Common
Stock as reported on the OTC Electronic Bulletin Board. If there are no sales of
the Common Stock on that date,  then the reported  closing selling price for the
Common Stock on the next preceding date for which such closing  selling price is
quoted shall be determinative of fair market value; or,

     (ii) If the Common Stock is listed on any  established  stock exchange or a
national market system, including without limitation, The Nasdaq National Market
or The Nasdaq  SmallCap  Market,  its fair market  value  shall be the  reported
closing selling price for the Common Stock on the principal  securities exchange
or national  market  system on which the Common Stock is at such date listed for
trading.  If there are no sales of Common Stock on that date,  then the reported
closing  selling price for the Common Stock on the next  preceding day for which
such  closing  selling  price is quoted  shall be  determinative  of fair market
value; or,

     (iii) If the  Common  Stock is not  traded on the OTC  Electronic  Bulletin
Board, an exchange,  or a national market system, its fair market value shall be
determined  in good  faith by the  Committee,  and such  determination  shall be
conclusive and binding on all persons.

8.   Option Term.

     Participants  shall be granted Options for such term as the Committee shall
determine,  not in excess of ten years  from the date of the  granting  thereof;
provided, however, that, except as otherwise provided in Section 17, in the case
of a  Participant  who owns  (within the meaning of Section  424(d) of the Code)
more than 10% of the total  combined  voting  power of the  Common  Stock of the
Company at the time an Option which is an  incentive  stock option is granted to
him or her,  the term with respect to such Option shall not be in excess of five
years from the date of the granting thereof;  provided,  further,  however, that
the term of each Non-Employee  Director's Formula Option shall be ten years from
the date of the granting thereof.


9.   Limitations on Amount of Options Granted.

     A. Except as otherwise  provided in Section 17, the  aggregate  fair market
value of the shares of the Common Stock for which any Participant may be granted
incentive stock options which are exercisable for the first time in any calendar
year (whether  under the terms of the Plan or any other stock option plan of the
Company) shall not exceed $100,000.

     B. Except as otherwise provided in Section 17, no Participant shall, during
any fiscal year of the Company, be granted Options to purchase more than 200,000
shares of the Common Stock.


10.  Exercise of Options.

     A.  Except as  otherwise  provided  in Section  17 and except as  otherwise
determined  by the  Committee at the time of the grant of an Option other than a
Non-Employee Director's Formula Option, a Participant may not exercise an Option
during the period  commencing  on the date of the granting of such Option to him
or her and ending on the day next preceding the first  anniversary of such date.
Except  as  otherwise  set  forth  in  Sections  9A and 17 and in the  preceding
sentence,  a  Participant  may (i)  during the  period  commencing  on the first
anniversary of the date of the granting of an Option to him or her and ending on
the day next preceding the second anniversary of such date, exercise such Option
with respect to one-third of the shares granted thereby,  (ii) during the period
commencing on such second  anniversary  and ending on the day next preceding the
third  anniversary  of the date of the  granting of such Option,  exercise  such
Option with  respect to  two-thirds  of the shares  granted  thereby,  and (iii)
during the period  commencing  on such third  anniversary,  exercise such Option
with respect to all of the shares granted thereby.

     B. Except as  hereinbefore  otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.

     C. An  Option  may be  exercised  only by a  written  notice  of  intent to
exercise  such Option with respect to a specific  number of shares of the Common
Stock and  payment to the  Company  of the  amount of the  option  price for the
number of shares of the Common Stock so specified.

     D. Except in the case of a  Non-Employee  Director's  Formula  Option,  the
Board may, in its discretion,  permit any Option to be exercised, in whole or in
part, prior to the time when it would otherwise be exercisable.

     E. (i) Notwithstanding the provisions of paragraph A of this Section 10, in
the event that a Change of Control of the Company shall occur, then, each Option
theretofore  granted to any Participant which shall not have theretofore expired
or otherwise been  cancelled or become  unexercisable  shall become  immediately
exercisable  in full.  For purposes  hereof a "Change in Control" of the Company
shall occur or be deemed to have occurred  only if any of the  following  events
occurs:  (a) any  "person," as such term is used in Sections  13(d) and 14(d) of
the Exchange Act (other than the Company, any trustee or other fiduciary holding
securities  under an employee  benefit plan of the Company,  or any  corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same  proportion as the ownership of stock of the Company) is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of securities of the Company  representing  more than 50% of the
combined  voting  power  of  the  Company's  then  outstanding  securities;  (b)
individuals  who,  as of  the  effective  date  of  the  Company's  Registration
Statement on Form S-1 (Registration No. 333-34751) filed with the Securities and
Exchange  Commission under the Securities Act of 1933, as amended, on August 29,
1997,  constitute  the Board  (the  "Incumbent  Board")  cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  stockholders,  was  approved by a vote of at least a
majority of the directors  then  comprising  the Incumbent  Board (other than an
election or nomination of an individual whose initial assumption of office is in
connection  with an  actual  or  threatened  election  contest  relating  to the
election of the directors of the Company,  as such terms are used in Rule 14a-11
of  Regulation  14A under the  Exchange  Act)  shall be,  for  purposes  of this
Agreement,  considered  as though  such  person  were a member of the  Incumbent
Board; or (c) the  stockholders of the Company approve a merger or consolidation
of  the  Company  with  any  other  corporation,  other  than  (I) a  merger  or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than 60% of the  combined  voting  power of the  voting
securities of the Company or such surviving entity outstanding immediately after
such  merger or  consolidation  or (II) a merger or  consolidation  effected  to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove  defined) acquires more than 50% of the combined voting
power of the Company's then outstanding  securities;  or (d) the stockholders of
the  Company  approve  a plan  of  complete  liquidation  of the  Company  or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.

     (ii) In the event  that a Change in Control  shall  occur,  then,  from and
after the time of such event, neither the provisions of this paragraph E nor any
of the rights of any Participant  thereunder shall be modified or amended in any
way.


11.  Transferability.

     No Option shall be assignable or transferable  except by will and/or by the
laws of descent and distribution  and, during the life of any Participant,  each
Option granted to him or her may be exercised only by him or her.


12.  Termination of Employment.

     A. In the event a  Participant  leaves  the employ of the  Company  and the
Subsidiaries  or  ceases to serve as a  consultant  to the  Company  and/or as a
Non-Employee Director of the Company, whether voluntarily or otherwise but other
than by reason of his or her  retirement,  permanent  disability or death,  each
Option  theretofore  granted  to him or her  which  shall  not have  theretofore
expired or otherwise been cancelled shall, to the extent exercisable on the date
of such  termination  of  employment or service and not  theretofore  exercised,
terminate  upon the earlier to occur of the expiration of three months after the
date of such Participant's  termination of employment or service and the date of
termination  specified  in such  Option.  Notwithstanding  the  foregoing,  if a
Participant's  employment  by the Company and the  Subsidiaries  or service as a
consultant  and/or as a  Non-Employee  Director of the Company is terminated for
"cause",  each  Option  theretofore  granted to him or her which  shall not have
theretofore  expired  or  otherwise  been  cancelled  shall,  to the  extent not
theretofore exercised,  terminate forthwith.  For purposes of the foregoing, the
term "cause"  shall mean:  (i) the  commission  by a  Participant  of any act or
omission  that would  constitute  a crime  under  federal,  state or  equivalent
foreign law, (ii) the commission by a Participant of any act of moral turpitude,
(iii) fraud,  dishonesty  or other acts or omissions  that result in a breach of
any fiduciary or other material duty to the Company and/or the  Subsidiaries  or
(iv)  continued  alcohol or other  substance  abuse that  renders a  Participant
incapable of performing his or her material  duties to the  satisfaction  of the
Company and/or the Subsidiaries.

     B. In the event a  Participant  leaves  the employ of the  Company  and the
Subsidiaries  or  ceases to serve as a  consultant  to the  Company  and/or as a
Non-Employee  Director of the Company by reason of his or her retirement  (other
than by reason of his or her death) on or after his or her 65th  birthday,  each
Option  theretofore  granted  to him or her  which  shall  not have  theretofore
expired or otherwise been cancelled shall, to the extent exercisable on the date
of such retirement and not theretofore exercised,  terminate upon the earlier to
occur of the  expiration of two years after the date of such  retirement and the
date of termination specified in such Option.

     C.  In the  event a  Participant's  employment  with  the  Company  and the
Subsidiaries or service as a consultant and/or as a Non-Employee Director of the
Company  terminates  by reason of his or her permanent  disability,  each Option
theretofore  granted to him or her which shall not have  theretofore  expired or
otherwise been cancelled  shall,  to the extent  exercisable on the date of such
termination of employment or service and not  theretofore  exercised,  terminate
upon the  earlier  to occur of one year  after the date of such  termination  of
employment or service and the date of termination specified in such option.

     D.  In the  event a  Participant's  employment  with  the  Company  and the
Subsidiaries or service as a consultant and/or as a Non-Employee Director of the
Company  terminates  by  reason of his or her  death,  each  Option  theretofore
granted to him or her which shall not have theretofore expired or otherwise been
cancelled  shall, to the extent  exercisable on the date of his or her death and
not theretofore exercised, terminate upon the earlier to occur of the expiration
of one year after the date of the  qualification of a  representative  of his or
her estate and the date of termination specified in such Option.


13.  Adjustment of Number of Shares.

     A. In the event that a dividend  shall be  declared  upon the Common  Stock
payable in shares of the Common Stock,  the number of shares of the Common Stock
then subject to any Option and the number of shares of the Common Stock reserved
for issuance in accordance  with the  provisions of the Plan but not yet covered
by an Option and the number of shares set forth in  Sections  6B and 9B shall be
adjusted  by  adding  to  each  share  the  number  of  shares  which  would  be
distributable  thereon if such shares had been outstanding on the date fixed for
determining the  stockholders  entitled to receive such stock  dividend.  In the
event that the  outstanding  shares of the Common Stock shall be changed into or
exchanged for a different  number or kind of shares of stock or other securities
of the  Company  or of  another  corporation,  whether  through  reorganization,
recapitalization,  stock split-up, combination of shares, sale of assets, merger
or consolidation in which the Company is the surviving corporation,  then, there
shall be  substituted  for each  share of the Common  Stock then  subject to any
Option  and for  each  share  of the  Common  Stock  reserved  for  issuance  in
accordance  with the provisions of the Plan but not yet covered by an Option and
for each share of the Common Stock referred to in Sections 6B and 9B, the number
and kind of shares of stock or other  securities  into  which  each  outstanding
share of the Common Stock shall be so changed or for which each such share shall
be exchanged.

     B. In the event that there shall be any change,  other than as specified in
this  Section  13, in the  number or kind of  outstanding  shares of the  Common
Stock,  or of any stock or other  securities  into which the Common  Stock shall
have been  changed,  or for which it shall  have been  exchanged,  then,  if the
Committee  shall, in its sole  discretion,  determine that such change equitably
requires  an  adjustment  in the  number or kind of shares  then  subject to any
Option and the number or kind of shares reserved for issuance in accordance with
the  provisions  of the Plan but not yet  covered by an Option and the number or
kind of shares referred to in Sections 6B and 9B, such adjustment  shall be made
by the Committee and shall be effective and binding for all purposes of the Plan
and of each stock option  agreement or  certificate  entered into in  accordance
with the provisions of the Plan.

     C. In the case of any  substitution  or adjustment  in accordance  with the
provisions  of this Section 13, the option price in each stock option  agreement
or  certificate  for each share covered  thereby prior to such  substitution  or
adjustment shall be the option price for all shares of stock or other securities
which  shall have been  substituted  for such share or to which such share shall
have been adjusted in accordance with the provisions of this Section 13.

     D. No  adjustment  or  substitution  provided  for in this Section 13 shall
require the Company to sell a fractional  share under any stock option agreement
or   certificate.   Any  fractional   share  resulting  from  an  adjustment  or
substitution  provided for in this Section 13 shall be rounded up to the nearest
whole share.

     E. In the event of the  dissolution  or  liquidation  of the Company,  or a
merger,  reorganization  or  consolidation  in  which  the  Company  is not  the
surviving corporation, then, except as otherwise provided in the second sentence
of Section 13A,  each Option,  to the extent not  theretofore  exercised,  shall
terminate forthwith.


14.  Purchase for Investment, Withholding and Waivers.

     A.  Unless  the  shares to be issued  upon the  exercise  of an Option by a
Participant  shall  be  registered  prior  to the  issuance  thereof  under  the
Securities Act of 1933, as amended, such Participant will, as a condition of the
Company's  obligation to issue such shares, be required to give a representation
in writing that he or she is acquiring such shares for his or her own account as
an  investment  and not with a view  to,  or for sale in  connection  with,  the
distribution of any thereof.

     B. In the event of the death of a  Participant,  a condition of  exercising
any Option  shall be the  delivery  to the Company of such tax waivers and other
documents as the Committee shall determine.

     C.  In the  case  of  each  non-qualified  stock  option,  a  condition  of
exercising  the same shall be the entry by the person  exercising  the same into
such  arrangements with the Company with respect to withholding as the Committee
may determine.


15.  No Stockholder Status.

     Neither any Participant nor his or her legal  representatives,  legatees or
distributees  shall be or be deemed to be the  holder of any share of the Common
Stock  covered by an Option  unless and until a  certificate  for such share has
been issued.  Upon payment of the purchase  price  thereof,  a share issued upon
exercise of an Option shall be fully paid and non-assessable.


16.  No Restrictions on Corporate Acts.

     Neither the  existence  of the Plan nor any Option  shall in any way affect
the right or power of the Company or its  stockholders  to make or authorize any
or all adjustments,  recapitalizations,  reorganizations or other changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock  ahead  of or  affecting  the  Common  Stock  or the  rights  thereof,  or
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding whether
of a similar character or otherwise.


17.  Options Granted in Connection With Acquisitions.

     In the event that the Committee  determines  that,  in connection  with the
acquisition  by the Company or a Subsidiary  of another  corporation  which will
become a Subsidiary or division of the Company or a Subsidiary (such corporation
being hereafter referred to as an "Acquired Subsidiary"), Options may be granted
hereunder to employees and other personnel of an Acquired Subsidiary in exchange
for then outstanding options to purchase securities of the Acquired  Subsidiary.
Such  Options  may  be  granted  at  such  option  prices,  may  be  exercisable
immediately  or at any time or times either in whole or in part, and may contain
such other  provisions not  inconsistent  with the Plan, or the requirements set
forth in Section  19 that  certain  amendments  to the Plan be  approved  by the
stockholders of the Company,  as the Committee,  in its  discretion,  shall deem
appropriate at the time of the granting of such Options.


18.  No Employment or Service Right.

     Neither the existence of the Plan nor the grant of any Option shall require
the Company or any  Subsidiary to continue any  Participant in the employ of the
Company or such Subsidiary or require the Company to continue any Participant as
a director of the Company.


19.  Termination and Amendment of the Plan.

     The Board may at any time terminate the Plan or make such  modifications of
the Plan as it shall deem advisable;  provided,  however, that the Board may not
without  further  approval  of the  holders of a  majority  of the shares of the
Common Stock  present in person or by proxy at any special or annual  meeting of
the  stockholders,  increase  the  number of shares as to which  Options  may be
granted under the Plan (as adjusted in accordance with the provisions of Section
13), or change the manner of determining the option prices, or extend the period
during  which an Option may be  granted or  exercised;  provided,  however,  the
provisions of the Plan governing the grant of  Non-Employee  Director's  Formula
Options  may not be amended  except by the vote of a majority  of the members of
the  Board and by the vote of a  majority  of the  members  of the Board who are
employees  of the  Company or a  Subsidiary.  Except as  otherwise  provided  in
Section 13, no termination or amendment of the Plan may,  without the consent of
the  Participant  to whom  any  Option  shall  theretofore  have  been  granted,
adversely affect the rights of such Participant under such Option.


20.  Expiration and Termination of the Plan.

     The Plan shall terminate on October 12, 2007 or at such earlier time as the
Board may determine.  Options may be granted under the Plan at any time and from
time to time prior to its termination.  Any Option outstanding under the Plan at
the time of the termination of the Plan shall remain in effect until such Option
shall have been exercised or shall have expired in accordance with its terms.


<PAGE>
                                                                       Exhibit 5


                           [Letterhead of Macfarlanes]

The Directors
Cordiant Communications Group plc
121-141 Westbourne Terrace
London
W2 6JR
                                           Our Ref:     MHL/WD/555974
                                           Direct Line: 020 7849 2539
                                           E-mail: mhl@macfarlanes.com

2 March 2000



Dear Sirs

Registration Statement on Form S-8

As English  solicitors for Cordiant  Communications  Group plc, a public limited
company  incorporated  under the laws of England and Wales ("the  Company"),  we
have been  requested  to render this  opinion in  connection  with the  proposed
registration  under the United  States  Securities  Act 1933,  as amended  ("the
Securities  Act"),  of Ordinary Shares of 50p each in the capital of the Company
("the  Ordinary  Shares") to be issued on exercise of options  granted under the
Healthworld  Corporation  1997  Stock  Option  Plan,  as amended  (the  "Plan"),
pursuant  to the  Company's  Registration  Statement  on Form  S-8  filed by the
Company with the  Securities  and Exchange  Commission  under the Securities Act
with respect to the registration of Ordinary Shares for issue under the Plan and
the  Agreement  and Plan of Merger dated as of 9 November 1999 made by and among
the Company,  Healthworld  Acquisition  Corp., a wholly-owned  subsidiary of the
Company ("Merger Sub") and Healthworld Corporation  ("Healthworld"),  as amended
by an Amendment  Agreement  dated 3 February  2000 among the same parties  ("the
Merger Agreement"),  providing for the merger of Healthworld Acquisition Corp, a
wholly-owned subsidiary of the Company, with and into Healthworld.

1       For the purpose of this opinion we have  examined  copies,  certified or
        otherwise authenticated to our satisfaction, of:-

1.1     the Certificate of  Incorporation  and each Certificate of Incorporation
        on change of name of the Company;

1.2     the  Memorandum  of  Association  and  Articles  of  Association  of the
        Company;

1.3     the Merger Agreement and the Plan; and

1.4     such  records of  proceedings  of the Board of Directors of the Company,
        records  of public  officials  and  other  documents  as we have  deemed
        necessary or appropriate under the circumstances.

        We have assumed the genuineness of all signatures,  the authenticity  of
        all documents submitted  to us as originals  and  the conformity to  the
        originals of all documents submitted to us as copies.

2       On the basis of and subject to the foregoing, we are of the opinion that
        the Ordinary Shares will, when issued pursuant to and in accordance with
        the Plan and the Merger Agreement,  be legally and validly issued, fully
        paid and non-assessable (i.e. no further  contribution in respect of the
        Ordinary  Shares  will be  required  to be made  to the  Company  by the
        holders thereof, by reason only of their being such holders).

This  opinion is limited to the law of England and Wales as  currently in effect
and applied by the courts  thereof  and is given on the basis that this  opinion
will be governed by and construed in accordance with such law.

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.  In giving such consent,  we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully

/s/Macfarlanes

<PAGE>
                                                                    Exhibit 23.1

                                 KPMG AUDIT PLC

                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We hereby  give our  consent  to the  incorporation  by  reference  in this
Registration Statement on Form S-8 of Cordiant's Communications Group plc of our
report  dated  April  29,  1999  with  respect  to  the  consolidated  financial
statements  of Cordiant as of  December  31, 1998 and 1997,  and for each of the
three years in the period ended  December 31, 1998,  which report is included in
Cordiant's Annual Report on Form 20-F for the year ended December 31, 1998.



/s/ KPMG Audit Plc
London, England

March 2, 2000
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT/SECURITIES ACT 1933", "secsgml_size_bytes": 56440}]
{"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": "333-31508", "film-number": "559892"}, "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 March 2, 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               London W2 6JR               (I.R.S. Employer
   Incorporation or              United Kingdom              Identification No.)
    Organization)   (Address of Principal Executive Offices)

           Healthworld Corporation 1997 Stock Option Plan, as amended
                            (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)
------------------------------------ ----------------- -------------------- ------------------- --------------------
 Ordinary Shares, nominal value 50      7,996,856             $5.27            $42,171,436          $11,723.65
            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 share on  February  25, 2000  multiplied  by the  currency
     exchange rate of pounds sterling to U.S. dollars based upon the noon buying
     rate in the City of New York as announced by the Federal Reserve Bank.
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,  1998 of  Cordiant
Communications Group plc (the "Company" or the "Registrant"), (ii) the Company's
Reports on Form 6-K dated June 30, 1999,  November  15, 1999,  December 15, 1999
and February 7, 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 or the Healthworld
Corporation 1997 Stock Option Plan, as amended (collectively,  the "Stock Option
Plan") 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      1997 Healthworld Stock Option Plan, as amended.

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
         (included on pages II-6 and II-7 of this Registration Statement).

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; 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.  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;

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.
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 2nd day of March, 2000.

                                               CORDIANT COMMUNICATIONS
                                                 GROUP PLC

                                               By: /s/ David Ham
                                                   Name:   David Ham
                                                   Title:  Group Controller
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints David Ham and Arthur D'Angelo,  and each of them,
his  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution  and revocation,  in his name and on his behalf,  to do any and all
acts and things and to execute  any and all  instruments  which they and each of
them may deem necessary or advisable to enable Cordiant Communications Group plc
(the  "Company")  to comply with the  Securities  Act of 1933,  as amended  (the
"Act"),  and any  rules,  regulations  or  requirements  of the  Securities  and
Exchange  Commission in respect  thereof,  in connection  with the  registration
under the Act of  7,996,856  Ordinary  Shares of the Company that may be offered
pursuant to the Stock Option  Plan,  including  power and  authority to sign his
name in any and all  capacities  (including  his  capacity as a Director  and/or
Officer and/or U.S.  Representative of the Company) to a Registration  Statement
on Form S-8, and to any and all amendments, including post-effective amendments,
to such  Registration  Statement,  and to any and all  instruments  or documents
filed  as part of or in  connection  with  such  Registration  Statement  or any
amendments  thereto;  and the undersigned  hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, shall lawfully do or cause to
be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on this 1st day of March, 2000.

NAME                            TITLE

/s/ Michael Bungey              Director and Chief Executive Officer
Michael Bungey

/s/ Arthur D'Angelo             Finance Director
Arthur D'Angelo

/s/ Jean de Yturbe              Director, Chairman, Bates Europe
Jean de Yturbe

/s/ Ian Smith                   Director, Chief Executive Officer, President/
Ian Smith                       International Bates World Wide, Inc. Pacific

/s/ Peter M. Schoning           Director, Chairman and Chief Executive Officer,
Peter M. Schoning               Scholz & Friends

/s/ Bill Whitehead              Director, Chief Executive Officer, Bates North
Bill Whitehead                  America

/s/ Charles Scott               Executive Chairman
Charles Scott

/s/ Dudley Fishburn             Non-executive director
Dudley Fishburn

----------------------
Professor Theodore Levitt       Non-executive director

/s/ James Tyrrell               Non-executive director
James Tyrrell

/s/ Rolf Stomberg               Non-executive director
Dr. Rolf Stomberg

/s/ Michael Kopcsak             Authorized Representative in the United States
Michael Kopcsak
Gould & Wilkie LLP
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            1997 Healthworld Stock Option Plan, as amended.

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  (included  on pages  II-6 and II-7 of this  Registration
               Statement).
Exhibit 4.3

                             HEALTHWORLD CORPORATION
                             1997 STOCK OPTION PLAN

                       (as amended effective June 9, 1999)
TABLE OF CONTENTS

                                                                            Page

1. Purpose.....................................................................1

2. Effective Date of the Plan..................................................1

3. Stock Subject to Plan.......................................................1

4. Committee...................................................................1

5. Administration..............................................................2

6. Eligibility.................................................................3

7. Option Prices...............................................................3

8. Option Term.................................................................4

9. Limitations on Amount of Options Granted....................................4

10. Exercise of Options........................................................4

11. Transferability............................................................6

12. Termination of Employment..................................................6

13. Adjustment of Number of Shares.............................................7

14. Purchase for Investment, Withholding and Waivers...........................8

15. No Stockholder Status......................................................9

16. No Restrictions on Corporate Acts..........................................9

17. Options Granted in Connection With Acquisitions............................9

18. No Employment or Service Right.............................................9

19. Termination and Amendment of the Plan......................................9

20. Expiration and Termination of the Plan....................................10
HEALTHWORLD CORPORATION
                             1997 STOCK OPTION PLAN
                       (as amended effective June 9, 1999)

1.   Purpose.

     The  purposes  of the 1997 Stock  Option  Plan (the  "Plan")  are to induce
certain employees,  directors and consultants to remain in the employ or service
of Healthworld Corporation (the "Company") and its present and future subsidiary
corporations (each a "Subsidiary"), as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the  "Code"),  to attract new  individuals  to
enter into such  employment  or service and to  encourage  such  individuals  to
secure or increase on reasonable terms their stock ownership in the Company. The
Board of Directors of the Company (the  "Board")  believes  that the granting of
stock  options  (the  "Options")  under  the Plan  will  promote  continuity  of
management and increased  incentive and personal  interest in the welfare of the
Company by those who are or may become  primarily  responsible  for  shaping and
carrying  out the long range  plans of the Company and  securing  its  continued
growth and  financial  success.  Options  granted  hereunder  are intended to be
either (a) "incentive  stock options" (which term, when used herein,  shall have
the meaning ascribed thereto by the provisions of Section 422(b) of the Code) or
(b)  options  which  are  not  incentive  stock  options  ("non-qualified  stock
options") or (c) a combination  thereof,  as  determined  by the Committee  (the
"Committee") referred to in Section 4 hereof at the time of the grant thereof.

2.   Effective Date of the Plan.

     The Plan  became  effective  on  October  13,  1997 by  action of the Board
ratified  by the  holders  of all of the issued  and  outstanding  shares of the
common stock of the Company.

3.   Stock Subject to Plan.

     1,910,000 of the authorized but unissued  shares of the Common Stock,  $.01
par value,  of the Company  (the "Common  Stock") are hereby  reserved for issue
upon the exercise of Options granted under the Plan; provided, however, that the
number of shares so reserved may from time to time be reduced to the extent that
a corresponding  number of issued and outstanding shares of the Common Stock are
purchased  by the Company and set aside for issue upon the  exercise of Options.
If any Options  expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for the
purposes of the Plan.

4.   Committee.

     The Committee shall consist of two or more members of the Board both or all
of whom shall be "non-employee directors" within the meaning of Rule 16b-3(b)(3)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  In  addition,  from and  after  the  date of the  first  meeting  of the
stockholders of the Company occurring after December 31, 2000 at which directors
are to be elected,  all members of the  Committee  shall be "outside  directors"
within the  contemplation  of  Section  162(m)(4)(C)(i)  of the Code.  The Chief
Executive  Officer  of the  Company  shall  also be a member  of the  Committee,
ex-officio, whether or not he or she is otherwise eligible to be a member of the
Committee.  The Committee shall be appointed annually by the Board, which may at
any time and from time to time  remove  any  members of the  Committee,  with or
without cause,  appoint  additional members to the Committee and fill vacancies,
however  caused,  in the  Committee.  A majority of the members of the Committee
shall constitute a quorum.  All determinations of the Committee shall be made by
a majority  of its  members  present  at a meeting  duly  called  and held.  Any
decision or determination of the Committee  reduced to writing and signed by all
of the members of the  Committee  shall be fully as  effective as if it had been
made at a meeting duly called and held.

5.   Administration.

     A. Subject to the express  provisions of the Plan, the Committee shall have
complete  authority,  in its  discretion,  to interpret  the Plan, to prescribe,
amend and rescind rules and  regulations  relating to it, to determine the terms
and provisions of the respective option  agreements or certificates  (which need
not be identical),  to determine the individuals  (each a "Participant") to whom
and the times and the prices at which  Options  shall be  granted,  the  periods
during  which  each  Option  shall be  exercisable,  the number of shares of the
Common  Stock to be subject to each Option and whether  such Option  shall be an
incentive  stock  option or a  non-qualified  stock option and to make all other
determinations  necessary  or  advisable  for the  administration  of the  Plan;
provided,  however,  that  directors  of the Company who are not employed by the
Company or any of the Subsidiaries  (each a "Non-Employee  Director") shall only
be granted  Options in accordance  with the  provisions of Section 6B. In making
such  determinations,  the  Committee  may take into  account  the nature of the
services rendered by the respective employees and consultants, their present and
potential  contributions  to the success of the Company and the Subsidiaries and
such other factors as the Committee in its discretion  shall deem relevant.  The
Committee's  determination on the matters referred to in this Section 5 shall be
conclusive.  Any dispute or disagreement which may arise under or as a result of
or with respect to any Option shall be determined by the Committee,  in its sole
discretion,  and any interpretations by the Committee of the terms of any Option
shall be final, binding and conclusive.

     B. The  Committee may appoint a separate  committee  comprised of the Chief
Executive   Officer   and  Chief   Financial   Officer  of  the   Company   (the
"Administrative  Committee") to administer the Plan with respect to employees of
the  Company or a  Subsidiary  (i) who are not  officers  of the Company who are
subject  to the  provisions  of Section  16 of the  Exchange  Act and (ii) whose
compensation  is not subject to the  provisions  of Section  162(m) of the Code,
subject to such  conditions,  restrictions  and limitations as may be imposed by
the  Committee,  including  but not limited to: (a) Options to purchase not more
than 50,000  shares of the Common Stock may be granted in any one calendar  year
by the Administrative Committee to all employees of the Company in the aggregate
and (b) the  Committee  shall  establish a maximum  number of shares that may be
subject to Options granted under the Plan in any one calendar year to any single
employee by the Administrative  Committee.  Unless and until the Committee shall
take further action, the maximum number of shares that may be subject to Options
granted under the Plan in any one calendar year by the Administrative  Committee
to  any  single  employee  shall  be  2,500.  Any  actions  duly  taken  by  the
Administrative Committee with respect to the grant of Options to employees shall
be deemed to have been taken by the Committee for purposes of the Plan.

6.   Eligibility.

     A. An Option may be granted  only to (i) an employee or  consultant  of the
Company  or a  Subsidiary,  (ii)  to  the  extent  provided  in  Section  6B,  a
Non-Employee  Director and (iii)  employees of a corporation  or other  business
enterprise  which has been acquired by the Company or a  Subsidiary,  whether by
exchange or purchase of stock,  purchase of assets,  merger or reverse merger or
otherwise,  who hold options with respect to the stock of such corporation which
the Company has agreed to assume.

     B. (i) [reserved]

     (ii) Annually,  on the date of each annual meeting of the  stockholders  of
the  Company,  each  Non-Employee  Director  shall  be  granted  a  Non-Employee
Director's  Formula Option to purchase  20,000 shares of the Common Stock at the
initial per share  option price equal to the fair market value of a share of the
Common Stock on the date of grant.

     (iii) Each  Non-Employee  Director who becomes a director prior to the date
of any annual meeting of the  stockholders  of the Company shall be granted,  on
the date he or she becomes a director, a Non-Employee  Director's Formula Option
to purchase  20,000  shares of the Common  Stock at the initial per share option
price equal to the fair market  value of a share of the Common Stock on the date
of grant.

     (iv) A Non-Employee  Director may during the period  commencing on the date
of the  granting  of a  Non-Employee  Director's  Formula  Option  to him or her
exercise such Option with respect to all of the shares granted thereby.

7.   Option Prices.

     A. Except as otherwise provided in Section 17, the initial per share option
price of any Option shall be the price  determined by the Committee but not less
than the fair market  value of a share of the Common Stock on the date of grant;
provided,  however,  that,  in the case of a  Participant  who owns  (within the
meaning  of  Section  424(d)  of the Code)  more than 10% of the total  combined
voting  power of the Common  Stock at the time an Option  which is an  incentive
stock  option is granted to him or her, the initial per share option price shall
not be less than 110% of the fair market value of a share of the Common Stock on
the date of grant.

     B. For all  purposes of the Plan,  the fair market  value of a share of the
Common Stock on any date shall be determined by the Committee as follows:

     (i) If the Common Stock is listed on the OTC Electronic Bulletin Board, its
fair market value shall be the closing selling price on such date for the Common
Stock as reported on the OTC Electronic Bulletin Board. If there are no sales of
the Common Stock on that date,  then the reported  closing selling price for the
Common Stock on the next preceding date for which such closing  selling price is
quoted shall be determinative of fair market value; or,

     (ii) If the Common Stock is listed on any  established  stock exchange or a
national market system, including without limitation, The Nasdaq National Market
or The Nasdaq  SmallCap  Market,  its fair market  value  shall be the  reported
closing selling price for the Common Stock on the principal  securities exchange
or national  market  system on which the Common Stock is at such date listed for
trading.  If there are no sales of Common Stock on that date,  then the reported
closing  selling price for the Common Stock on the next  preceding day for which
such  closing  selling  price is quoted  shall be  determinative  of fair market
value; or,

     (iii) If the  Common  Stock is not  traded on the OTC  Electronic  Bulletin
Board, an exchange,  or a national market system, its fair market value shall be
determined  in good  faith by the  Committee,  and such  determination  shall be
conclusive and binding on all persons.

8.   Option Term.

     Participants  shall be granted Options for such term as the Committee shall
determine,  not in excess of ten years  from the date of the  granting  thereof;
provided, however, that, except as otherwise provided in Section 17, in the case
of a  Participant  who owns  (within the meaning of Section  424(d) of the Code)
more than 10% of the total  combined  voting  power of the  Common  Stock of the
Company at the time an Option which is an  incentive  stock option is granted to
him or her,  the term with respect to such Option shall not be in excess of five
years from the date of the granting thereof;  provided,  further,  however, that
the term of each Non-Employee  Director's Formula Option shall be ten years from
the date of the granting thereof.

9.   Limitations on Amount of Options Granted.

     A. Except as otherwise  provided in Section 17, the  aggregate  fair market
value of the shares of the Common Stock for which any Participant may be granted
incentive stock options which are exercisable for the first time in any calendar
year (whether  under the terms of the Plan or any other stock option plan of the
Company) shall not exceed $100,000.

     B. Except as otherwise provided in Section 17, no Participant shall, during
any fiscal year of the Company, be granted Options to purchase more than 200,000
shares of the Common Stock.

10.  Exercise of Options.

     A.  Except as  otherwise  provided  in Section  17 and except as  otherwise
determined  by the  Committee at the time of the grant of an Option other than a
Non-Employee Director's Formula Option, a Participant may not exercise an Option
during the period  commencing  on the date of the granting of such Option to him
or her and ending on the day next preceding the first  anniversary of such date.
Except  as  otherwise  set  forth  in  Sections  9A and 17 and in the  preceding
sentence,  a  Participant  may (i)  during the  period  commencing  on the first
anniversary of the date of the granting of an Option to him or her and ending on
the day next preceding the second anniversary of such date, exercise such Option
with respect to one-third of the shares granted thereby,  (ii) during the period
commencing on such second  anniversary  and ending on the day next preceding the
third  anniversary  of the date of the  granting of such Option,  exercise  such
Option with  respect to  two-thirds  of the shares  granted  thereby,  and (iii)
during the period  commencing  on such third  anniversary,  exercise such Option
with respect to all of the shares granted thereby.

     B. Except as  hereinbefore  otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.

     C. An  Option  may be  exercised  only by a  written  notice  of  intent to
exercise  such Option with respect to a specific  number of shares of the Common
Stock and  payment to the  Company  of the  amount of the  option  price for the
number of shares of the Common Stock so specified.

     D. Except in the case of a  Non-Employee  Director's  Formula  Option,  the
Board may, in its discretion,  permit any Option to be exercised, in whole or in
part, prior to the time when it would otherwise be exercisable.

     E. (i) Notwithstanding the provisions of paragraph A of this Section 10, in
the event that a Change of Control of the Company shall occur, then, each Option
theretofore  granted to any Participant which shall not have theretofore expired
or otherwise been  cancelled or become  unexercisable  shall become  immediately
exercisable  in full.  For purposes  hereof a "Change in Control" of the Company
shall occur or be deemed to have occurred  only if any of the  following  events
occurs:  (a) any  "person," as such term is used in Sections  13(d) and 14(d) of
the Exchange Act (other than the Company, any trustee or other fiduciary holding
securities  under an employee  benefit plan of the Company,  or any  corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same  proportion as the ownership of stock of the Company) is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of securities of the Company  representing  more than 50% of the
combined  voting  power  of  the  Company's  then  outstanding  securities;  (b)
individuals  who,  as of  the  effective  date  of  the  Company's  Registration
Statement on Form S-1 (Registration No. 333-34751) filed with the Securities and
Exchange  Commission under the Securities Act of 1933, as amended, on August 29,
1997,  constitute  the Board  (the  "Incumbent  Board")  cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  stockholders,  was  approved by a vote of at least a
majority of the directors  then  comprising  the Incumbent  Board (other than an
election or nomination of an individual whose initial assumption of office is in
connection  with an  actual  or  threatened  election  contest  relating  to the
election of the directors of the Company,  as such terms are used in Rule 14a-11
of  Regulation  14A under the  Exchange  Act)  shall be,  for  purposes  of this
Agreement,  considered  as though  such  person  were a member of the  Incumbent
Board; or (c) the  stockholders of the Company approve a merger or consolidation
of  the  Company  with  any  other  corporation,  other  than  (I) a  merger  or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than 60% of the  combined  voting  power of the  voting
securities of the Company or such surviving entity outstanding immediately after
such  merger or  consolidation  or (II) a merger or  consolidation  effected  to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove  defined) acquires more than 50% of the combined voting
power of the Company's then outstanding  securities;  or (d) the stockholders of
the  Company  approve  a plan  of  complete  liquidation  of the  Company  or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.

     (ii) In the event  that a Change in Control  shall  occur,  then,  from and
after the time of such event, neither the provisions of this paragraph E nor any
of the rights of any Participant  thereunder shall be modified or amended in any
way.

11.  Transferability.

     No Option shall be assignable or transferable  except by will and/or by the
laws of descent and distribution  and, during the life of any Participant,  each
Option granted to him or her may be exercised only by him or her.

12.  Termination of Employment.

     A. In the event a  Participant  leaves  the employ of the  Company  and the
Subsidiaries  or  ceases to serve as a  consultant  to the  Company  and/or as a
Non-Employee Director of the Company, whether voluntarily or otherwise but other
than by reason of his or her  retirement,  permanent  disability or death,  each
Option  theretofore  granted  to him or her  which  shall  not have  theretofore
expired or otherwise been cancelled shall, to the extent exercisable on the date
of such  termination  of  employment or service and not  theretofore  exercised,
terminate  upon the earlier to occur of the expiration of three months after the
date of such Participant's  termination of employment or service and the date of
termination  specified  in such  Option.  Notwithstanding  the  foregoing,  if a
Participant's  employment  by the Company and the  Subsidiaries  or service as a
consultant  and/or as a  Non-Employee  Director of the Company is terminated for
"cause",  each  Option  theretofore  granted to him or her which  shall not have
theretofore  expired  or  otherwise  been  cancelled  shall,  to the  extent not
theretofore exercised,  terminate forthwith.  For purposes of the foregoing, the
term "cause"  shall mean:  (i) the  commission  by a  Participant  of any act or
omission  that would  constitute  a crime  under  federal,  state or  equivalent
foreign law, (ii) the commission by a Participant of any act of moral turpitude,
(iii) fraud,  dishonesty  or other acts or omissions  that result in a breach of
any fiduciary or other material duty to the Company and/or the  Subsidiaries  or
(iv)  continued  alcohol or other  substance  abuse that  renders a  Participant
incapable of performing his or her material  duties to the  satisfaction  of the
Company and/or the Subsidiaries.

     B. In the event a  Participant  leaves  the employ of the  Company  and the
Subsidiaries  or  ceases to serve as a  consultant  to the  Company  and/or as a
Non-Employee  Director of the Company by reason of his or her retirement  (other
than by reason of his or her death) on or after his or her 65th  birthday,  each
Option  theretofore  granted  to him or her  which  shall  not have  theretofore
expired or otherwise been cancelled shall, to the extent exercisable on the date
of such retirement and not theretofore exercised,  terminate upon the earlier to
occur of the  expiration of two years after the date of such  retirement and the
date of termination specified in such Option.

     C.  In the  event a  Participant's  employment  with  the  Company  and the
Subsidiaries or service as a consultant and/or as a Non-Employee Director of the
Company  terminates  by reason of his or her permanent  disability,  each Option
theretofore  granted to him or her which shall not have  theretofore  expired or
otherwise been cancelled  shall,  to the extent  exercisable on the date of such
termination of employment or service and not  theretofore  exercised,  terminate
upon the  earlier  to occur of one year  after the date of such  termination  of
employment or service and the date of termination specified in such option.

     D.  In the  event a  Participant's  employment  with  the  Company  and the
Subsidiaries or service as a consultant and/or as a Non-Employee Director of the
Company  terminates  by  reason of his or her  death,  each  Option  theretofore
granted to him or her which shall not have theretofore expired or otherwise been
cancelled  shall, to the extent  exercisable on the date of his or her death and
not theretofore exercised, terminate upon the earlier to occur of the expiration
of one year after the date of the  qualification of a  representative  of his or
her estate and the date of termination specified in such Option.

13.  Adjustment of Number of Shares.

     A. In the event that a dividend  shall be  declared  upon the Common  Stock
payable in shares of the Common Stock,  the number of shares of the Common Stock
then subject to any Option and the number of shares of the Common Stock reserved
for issuance in accordance  with the  provisions of the Plan but not yet covered
by an Option and the number of shares set forth in  Sections  6B and 9B shall be
adjusted  by  adding  to  each  share  the  number  of  shares  which  would  be
distributable  thereon if such shares had been outstanding on the date fixed for
determining the  stockholders  entitled to receive such stock  dividend.  In the
event that the  outstanding  shares of the Common Stock shall be changed into or
exchanged for a different  number or kind of shares of stock or other securities
of the  Company  or of  another  corporation,  whether  through  reorganization,
recapitalization,  stock split-up, combination of shares, sale of assets, merger
or consolidation in which the Company is the surviving corporation,  then, there
shall be  substituted  for each  share of the Common  Stock then  subject to any
Option  and for  each  share  of the  Common  Stock  reserved  for  issuance  in
accordance  with the provisions of the Plan but not yet covered by an Option and
for each share of the Common Stock referred to in Sections 6B and 9B, the number
and kind of shares of stock or other  securities  into  which  each  outstanding
share of the Common Stock shall be so changed or for which each such share shall
be exchanged.

     B. In the event that there shall be any change,  other than as specified in
this  Section  13, in the  number or kind of  outstanding  shares of the  Common
Stock,  or of any stock or other  securities  into which the Common  Stock shall
have been  changed,  or for which it shall  have been  exchanged,  then,  if the
Committee  shall, in its sole  discretion,  determine that such change equitably
requires  an  adjustment  in the  number or kind of shares  then  subject to any
Option and the number or kind of shares reserved for issuance in accordance with
the  provisions  of the Plan but not yet  covered by an Option and the number or
kind of shares referred to in Sections 6B and 9B, such adjustment  shall be made
by the Committee and shall be effective and binding for all purposes of the Plan
and of each stock option  agreement or  certificate  entered into in  accordance
with the provisions of the Plan.

     C. In the case of any  substitution  or adjustment  in accordance  with the
provisions  of this Section 13, the option price in each stock option  agreement
or  certificate  for each share covered  thereby prior to such  substitution  or
adjustment shall be the option price for all shares of stock or other securities
which  shall have been  substituted  for such share or to which such share shall
have been adjusted in accordance with the provisions of this Section 13.

     D. No  adjustment  or  substitution  provided  for in this Section 13 shall
require the Company to sell a fractional  share under any stock option agreement
or   certificate.   Any  fractional   share  resulting  from  an  adjustment  or
substitution  provided for in this Section 13 shall be rounded up to the nearest
whole share.

     E. In the event of the  dissolution  or  liquidation  of the Company,  or a
merger,  reorganization  or  consolidation  in  which  the  Company  is not  the
surviving corporation, then, except as otherwise provided in the second sentence
of Section 13A,  each Option,  to the extent not  theretofore  exercised,  shall
terminate forthwith.

14.  Purchase for Investment, Withholding and Waivers.

     A.  Unless  the  shares to be issued  upon the  exercise  of an Option by a
Participant  shall  be  registered  prior  to the  issuance  thereof  under  the
Securities Act of 1933, as amended, such Participant will, as a condition of the
Company's  obligation to issue such shares, be required to give a representation
in writing that he or she is acquiring such shares for his or her own account as
an  investment  and not with a view  to,  or for sale in  connection  with,  the
distribution of any thereof.

     B. In the event of the death of a  Participant,  a condition of  exercising
any Option  shall be the  delivery  to the Company of such tax waivers and other
documents as the Committee shall determine.

     C.  In the  case  of  each  non-qualified  stock  option,  a  condition  of
exercising  the same shall be the entry by the person  exercising  the same into
such  arrangements with the Company with respect to withholding as the Committee
may determine.

15.  No Stockholder Status.

     Neither any Participant nor his or her legal  representatives,  legatees or
distributees  shall be or be deemed to be the  holder of any share of the Common
Stock  covered by an Option  unless and until a  certificate  for such share has
been issued.  Upon payment of the purchase  price  thereof,  a share issued upon
exercise of an Option shall be fully paid and non-assessable.

16.  No Restrictions on Corporate Acts.

     Neither the  existence  of the Plan nor any Option  shall in any way affect
the right or power of the Company or its  stockholders  to make or authorize any
or all adjustments,  recapitalizations,  reorganizations or other changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock  ahead  of or  affecting  the  Common  Stock  or the  rights  thereof,  or
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding whether
of a similar character or otherwise.

17.  Options Granted in Connection With Acquisitions.

     In the event that the Committee  determines  that,  in connection  with the
acquisition  by the Company or a Subsidiary  of another  corporation  which will
become a Subsidiary or division of the Company or a Subsidiary (such corporation
being hereafter referred to as an "Acquired Subsidiary"), Options may be granted
hereunder to employees and other personnel of an Acquired Subsidiary in exchange
for then outstanding options to purchase securities of the Acquired  Subsidiary.
Such  Options  may  be  granted  at  such  option  prices,  may  be  exercisable
immediately  or at any time or times either in whole or in part, and may contain
such other  provisions not  inconsistent  with the Plan, or the requirements set
forth in Section  19 that  certain  amendments  to the Plan be  approved  by the
stockholders of the Company,  as the Committee,  in its  discretion,  shall deem
appropriate at the time of the granting of such Options.

18.  No Employment or Service Right.

     Neither the existence of the Plan nor the grant of any Option shall require
the Company or any  Subsidiary to continue any  Participant in the employ of the
Company or such Subsidiary or require the Company to continue any Participant as
a director of the Company.

19.  Termination and Amendment of the Plan.

     The Board may at any time terminate the Plan or make such  modifications of
the Plan as it shall deem advisable;  provided,  however, that the Board may not
without  further  approval  of the  holders of a  majority  of the shares of the
Common Stock  present in person or by proxy at any special or annual  meeting of
the  stockholders,  increase  the  number of shares as to which  Options  may be
granted under the Plan (as adjusted in accordance with the provisions of Section
13), or change the manner of determining the option prices, or extend the period
during  which an Option may be  granted or  exercised;  provided,  however,  the
provisions of the Plan governing the grant of  Non-Employee  Director's  Formula
Options  may not be amended  except by the vote of a majority  of the members of
the  Board and by the vote of a  majority  of the  members  of the Board who are
employees  of the  Company or a  Subsidiary.  Except as  otherwise  provided  in
Section 13, no termination or amendment of the Plan may,  without the consent of
the  Participant  to whom  any  Option  shall  theretofore  have  been  granted,
adversely affect the rights of such Participant under such Option.

20.  Expiration and Termination of the Plan.

     The Plan shall terminate on October 12, 2007 or at such earlier time as the
Board may determine.  Options may be granted under the Plan at any time and from
time to time prior to its termination.  Any Option outstanding under the Plan at
the time of the termination of the Plan shall remain in effect until such Option
shall have been exercised or shall have expired in accordance with its terms.
Exhibit 5

                           [Letterhead of Macfarlanes]

The Directors
Cordiant Communications Group plc
121-141 Westbourne Terrace
London
W2 6JR
                                           Our Ref:     MHL/WD/555974
                                           Direct Line: 020 7849 2539
                                           E-mail: mhl@macfarlanes.com

2 March 2000

Dear Sirs

Registration Statement on Form S-8

As English  solicitors for Cordiant  Communications  Group plc, a public limited
company  incorporated  under the laws of England and Wales ("the  Company"),  we
have been  requested  to render this  opinion in  connection  with the  proposed
registration  under the United  States  Securities  Act 1933,  as amended  ("the
Securities  Act"),  of Ordinary Shares of 50p each in the capital of the Company
("the  Ordinary  Shares") to be issued on exercise of options  granted under the
Healthworld  Corporation  1997  Stock  Option  Plan,  as amended  (the  "Plan"),
pursuant  to the  Company's  Registration  Statement  on Form  S-8  filed by the
Company with the  Securities  and Exchange  Commission  under the Securities Act
with respect to the registration of Ordinary Shares for issue under the Plan and
the  Agreement  and Plan of Merger dated as of 9 November 1999 made by and among
the Company,  Healthworld  Acquisition  Corp., a wholly-owned  subsidiary of the
Company ("Merger Sub") and Healthworld Corporation  ("Healthworld"),  as amended
by an Amendment  Agreement  dated 3 February  2000 among the same parties  ("the
Merger Agreement"),  providing for the merger of Healthworld Acquisition Corp, a
wholly-owned subsidiary of the Company, with and into Healthworld.

1       For the purpose of this opinion we have  examined  copies,  certified or
        otherwise authenticated to our satisfaction, of:-

1.1     the Certificate of  Incorporation  and each Certificate of Incorporation
        on change of name of the Company;

1.2     the  Memorandum  of  Association  and  Articles  of  Association  of the
        Company;

1.3     the Merger Agreement and the Plan; and

1.4     such  records of  proceedings  of the Board of Directors of the Company,
        records  of public  officials  and  other  documents  as we have  deemed
        necessary or appropriate under the circumstances.

        We have assumed the genuineness of all signatures,  the authenticity  of
        all documents submitted  to us as originals  and  the conformity to  the
        originals of all documents submitted to us as copies.

2       On the basis of and subject to the foregoing, we are of the opinion that
        the Ordinary Shares will, when issued pursuant to and in accordance with
        the Plan and the Merger Agreement,  be legally and validly issued, fully
        paid and non-assessable (i.e. no further  contribution in respect of the
        Ordinary  Shares  will be  required  to be made  to the  Company  by the
        holders thereof, by reason only of their being such holders).

This  opinion is limited to the law of England and Wales as  currently in effect
and applied by the courts  thereof  and is given on the basis that this  opinion
will be governed by and construed in accordance with such law.

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.  In giving such consent,  we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully

/s/Macfarlanes
Exhibit 23.1

                                 KPMG AUDIT PLC

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby  give our  consent  to the  incorporation  by  reference  in this
Registration Statement on Form S-8 of Cordiant's Communications Group plc of our
report  dated  April  29,  1999  with  respect  to  the  consolidated  financial
statements  of Cordiant as of  December  31, 1998 and 1997,  and for each of the
three years in the period ended  December 31, 1998,  which report is included in
Cordiant's Annual Report on Form 20-F for the year ended December 31, 1998.

/s/ KPMG Audit Plc
London, England

March 2, 2000