AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1999
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            ------------------------
                              SAATCHI & SAATCHI PLC
             (Exact name of registrant as specified in its charter)

     ENGLAND AND WALES                                       NOT APPLICABLE
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

    83/89 WHITFIELD STREET
    LONDON, ENGLAND
    (Address of Principal                                     W1A  4XA
    Executive Offices)                                        (Zip Code)
                                   ----------

                         SAATCHI & SAATCHI INTERNATIONAL
                              SHARESAVE SCHEME 1998
                            (Full title of the Plan)
                                   ----------


                            MICHAEL J. KOPCSAK, ESQ.
                                 GOULD & WILKIE
                             1 CHASE MANHATTAN PLAZA
                            NEW YORK, NEW YORK 10005
                     (Name and address of agent for service)
                     Telephone number, including area code,
                      of agent for service: (212) 820-0120

                        COPY TO: TIMOTHY B. GOODELL, ESQ.
                  WHITE & CASE LLP, 1155 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036

<TABLE>
<CAPTION>
============================= ================== ============================ =========================== =================
   TITLE OF EACH CLASS OF       AMOUNT TO BE      PROPOSED MAXIMUM OFFERING        PROPOSED MAXIMUM          AMOUNT OF
SECURITIES TO BE REGISTERED     REGISTERED<F1>        PRICE PER SHARE<F2>           AGGREGATE OFFERING      REGISTRATION FEE
                                                                                       PRICE<F2>
============================= ================== ============================ =========================== =================
<S>                           <C>                <C>                          <C>                         <C>
ORDINARY SHARES OF 10P EACH
   ("ORDINARY SHARES")(3)          2,500,000                 $3.34                     $8,350,000             $2,321.30
============================= ================== ============================ =========================== =================
<FN>
<F1> THE  INTERNATIONAL  SHARESAVE  SCHEME 1998 ("THE  PLAN")  AUTHORIZES  THE
     ISSUANCE OF AN ESTIMATED MAXIMUM AMOUNT OF 7,000,000  ORDINARY SHARES, OF
     WHICH 2,500,000 ORDINARY SHARES ARE BEING REGISTERED HEREUNDER.

<F2> IN ACCORDANCE WITH RULE 457(H),  THE MAXIMUM OFFERING PRICE PER SHARE HAS
     BEEN CALCULATED PURSUANT TO RULE 457(C).

<F3> THE  ORDINARY  SHARES  ARE  REPRESENTED  BY  AMERICAN  DEPOSITARY  SHARES
     ("ADSS"). EACH ADS REPRESENTS FIVE ORDINARY SHARES AND IS EVIDENCED BY AN
     AMERICAN DEPOSITARY RECEIPT.
</FN>
</TABLE>
                                  ------------

================================================================================
<PAGE>
           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

     This Form S-8 Registration Statement is being filed pursuant to paragraph E
of the general  instructions  to Form S-8 to register  an  additional  2,500,000
Ordinary  Shares of 10p each being  offered  under the  International  Sharesave
Scheme 1998 (the "Plan") of Saatchi & Saatchi plc (the "Company").


     The contents of the Company's initial Form S-8 Registration  Statement with
respect to the Plan, File No. 333-64443, which was filed with the Securities and
Exchange  Commission on September 28, 1998, are hereby incorporated by reference
to this Form S-8  Registration  Statement,  except to the extent modified below.

ITEM 8.   EXHIBITS.

   Exhibit
   Number                               Description

       4.1     Memorandum   and  Articles  of  Association  of  the  Company
               (incorporated by reference to Exhibit 1.1 to the Registrant's
               Annual Report on Form 20-F for fiscal year ended December 31,
               1997).

       4.2     Deposit  Agreement,  dated as of December 10, 1997, among the
               Registrant,  The  Bank of New York and  holders  of  American
               Depositary  Receipts  ("ADRs"),  including  the  form  of ADR
               (incorporated by reference to the  Registrant's  Registration
               Statement on Form F-6, File No. 333-08018).

      23.1     Consent of KPMG.

      24       Powers of Attorney of certain officers and directors of the
               Registrant (included on signature pages of this Registration
               Statement).
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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, England, on this 24th day of September, 1999.


                                            SAATCHI & SAATCHI plc



                                            By: /s/ William Cochrane
                                                ------------------------------
                                                Name:   William Cochrane
                                                Title:  Finance Director



                                POWER OF ATTORNEY

KNOW ALL MEN  BY THESE  PRESENTS,  that  each  person  whose  signature  appears
below  constitutes  and appoints  Wendy Smyth and Fiona Evans,  and each of them
severally,  his true and lawful attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 24, 1999.

   Signature                                    Title


/s/ Robert Seelert                Chairman of the Board of Directors
---------------------------
Robert Seelert


/s/ Wendy Smyth                   Director of Corporate Affairs
---------------------------
Wendy Smyth


/s/ David I. C. Weatherseed       Deputy Finance Director
---------------------------
David I. C. Weatherseed


/s/ William Cochrane              Finance Director
---------------------------
William Cochrane


/s/ Ian Irvine                    Director
---------------------------
Ian Irvine


/s/ Kenneth Olshan                Director
---------------------------
Kenneth Olshan


/s/ Kevin Roberts                 Director, Chief Executive Officer
---------------------------
Kevin Roberts


/s/ Sir Peter Walters             Director
---------------------------
Sir Peter Walters





/s/ Michael J. Kopcsak            Authorized Representative in the United States
---------------------------
Michael J. Kopcsak

<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number                               Description

       4.1     Memorandum   and  Articles  of  Association  of  the  Company
               (incorporated by reference to Exhibit 1.1 to the Registrant's
               Annual Report on Form 20-F for fiscal year ended December 31,
               1997).

       4.2     Deposit  Agreement,  dated as of December 10, 1997, among the
               Registrant,  The  Bank of New York and  holders  of  American
               Depositary  Receipts  ("ADRs"),  including  the  form  of ADR
               (incorporated by reference to the  Registrant's  Registration
               Statement on Form F-6, File No. 333-08018).

      23.1     Consent of KPMG.

       24      Powers of Attorney of certain  officers  and  directors of the
               Registrant  (included on signature  pages of this Registration
               Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9468}]
{"company-data": {"conformed-name": "SAATCHI & SAATCHI PLC //", "cik": "0001050952", "assigned-sic": "7311", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87737", "film-number": "99716725"}, "business-address": {"street1": "83 / 89 WHITFIELD ST", "city": "LONDON ENGLAND W1A 4", "state": "X0"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1999
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            ------------------------
                              SAATCHI & SAATCHI PLC
             (Exact name of registrant as specified in its charter)

     ENGLAND AND WALES                                       NOT APPLICABLE
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

    83/89 WHITFIELD STREET
    LONDON, ENGLAND
    (Address of Principal                                     W1A  4XA
    Executive Offices)                                        (Zip Code)
                                   ----------

                         SAATCHI & SAATCHI INTERNATIONAL
                              SHARESAVE SCHEME 1998
                            (Full title of the Plan)
                                   ----------

                            MICHAEL J. KOPCSAK, ESQ.
                                 GOULD & WILKIE
                             1 CHASE MANHATTAN PLAZA
                            NEW YORK, NEW YORK 10005
                     (Name and address of agent for service)
                     Telephone number, including area code,
                      of agent for service: (212) 820-0120

                        COPY TO: TIMOTHY B. GOODELL, ESQ.
                  WHITE & CASE LLP, 1155 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
============================= ================== ============================ =========================== =================
   TITLE OF EACH CLASS OF       AMOUNT TO BE      PROPOSED MAXIMUM OFFERING        PROPOSED MAXIMUM          AMOUNT OF
SECURITIES TO BE REGISTERED     REGISTERED
PRICE PER SHARE
AGGREGATE OFFERING      REGISTRATION FEE
                                                                                       PRICE
============================= ================== ============================ =========================== =================
ORDINARY SHARES OF 10P EACH
   ("ORDINARY SHARES")(3)          2,500,000                 $3.34                     $8,350,000             $2,321.30
============================= ================== ============================ =========================== =================
THE  INTERNATIONAL  SHARESAVE  SCHEME 1998 ("THE  PLAN")  AUTHORIZES  THE
     ISSUANCE OF AN ESTIMATED MAXIMUM AMOUNT OF 7,000,000  ORDINARY SHARES, OF
     WHICH 2,500,000 ORDINARY SHARES ARE BEING REGISTERED HEREUNDER.
IN ACCORDANCE WITH RULE 457(H),  THE MAXIMUM OFFERING PRICE PER SHARE HAS
     BEEN CALCULATED PURSUANT TO RULE 457(C).
THE  ORDINARY  SHARES  ARE  REPRESENTED  BY  AMERICAN  DEPOSITARY  SHARES
     ("ADSS"). EACH ADS REPRESENTS FIVE ORDINARY SHARES AND IS EVIDENCED BY AN
     AMERICAN DEPOSITARY RECEIPT.
------------

================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

     This Form S-8 Registration Statement is being filed pursuant to paragraph E
of the general  instructions  to Form S-8 to register  an  additional  2,500,000
Ordinary  Shares of 10p each being  offered  under the  International  Sharesave
Scheme 1998 (the "Plan") of Saatchi & Saatchi plc (the "Company").

     The contents of the Company's initial Form S-8 Registration  Statement with
respect to the Plan, File No. 333-64443, which was filed with the Securities and
Exchange  Commission on September 28, 1998, are hereby incorporated by reference
to this Form S-8  Registration  Statement,  except to the extent modified below.

ITEM 8.   EXHIBITS.

   Exhibit
   Number                               Description

       4.1     Memorandum   and  Articles  of  Association  of  the  Company
               (incorporated by reference to Exhibit 1.1 to the Registrant's
               Annual Report on Form 20-F for fiscal year ended December 31,
               1997).

       4.2     Deposit  Agreement,  dated as of December 10, 1997, among the
               Registrant,  The  Bank of New York and  holders  of  American
               Depositary  Receipts  ("ADRs"),  including  the  form  of ADR
               (incorporated by reference to the  Registrant's  Registration
               Statement on Form F-6, File No. 333-08018).

      23.1     Consent of KPMG.

      24       Powers of Attorney of certain officers and directors of the
               Registrant (included on signature pages of this Registration
               Statement).
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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, England, on this 24th day of September, 1999.

                                            SAATCHI & SAATCHI plc

                                            By: /s/ William Cochrane
                                                ------------------------------
                                                Name:   William Cochrane
                                                Title:  Finance Director

                                POWER OF ATTORNEY

KNOW ALL MEN  BY THESE  PRESENTS,  that  each  person  whose  signature  appears
below  constitutes  and appoints  Wendy Smyth and Fiona Evans,  and each of them
severally,  his true and lawful attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 24, 1999.

   Signature                                    Title

/s/ Robert Seelert                Chairman of the Board of Directors
---------------------------
Robert Seelert

/s/ Wendy Smyth                   Director of Corporate Affairs
---------------------------
Wendy Smyth

/s/ David I. C. Weatherseed       Deputy Finance Director
---------------------------
David I. C. Weatherseed

/s/ William Cochrane              Finance Director
---------------------------
William Cochrane

/s/ Ian Irvine                    Director
---------------------------
Ian Irvine

/s/ Kenneth Olshan                Director
---------------------------
Kenneth Olshan

/s/ Kevin Roberts                 Director, Chief Executive Officer
---------------------------
Kevin Roberts

/s/ Sir Peter Walters             Director
---------------------------
Sir Peter Walters

/s/ Michael J. Kopcsak            Authorized Representative in the United States
---------------------------
Michael J. Kopcsak
EXHIBIT INDEX

   Exhibit
   Number                               Description

       4.1     Memorandum   and  Articles  of  Association  of  the  Company
               (incorporated by reference to Exhibit 1.1 to the Registrant's
               Annual Report on Form 20-F for fiscal year ended December 31,
               1997).

       4.2     Deposit  Agreement,  dated as of December 10, 1997, among the
               Registrant,  The  Bank of New York and  holders  of  American
               Depositary  Receipts  ("ADRs"),  including  the  form  of ADR
               (incorporated by reference to the  Registrant's  Registration
               Statement on Form F-6, File No. 333-08018).

      23.1     Consent of KPMG.

       24      Powers of Attorney of certain  officers  and  directors of the
               Registrant  (included on signature  pages of this Registration
               Statement).