As filed with the Securities and Exchange Commission on September 28, 1998

                                                           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) 820-0210

                        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(1)        price per Share(2)           aggregate offering      registration fee
                                                                                    price(2)
---------------------------     -------------     -------------------------       ------------------      ----------------
<S>                               <C>                      <C>                       <C>                    <C>  
Ordinary Shares of 10p each       4,500,000                 $1.72                     $7,740,000             $2,283.30
    ("Ordinary Shares")

  (1)  The amount of Ordinary Shares being  registered  represents the estimated
       maximum  aggregate  amount  issuable to  employees  in the United  States
       pursuant to the  International  Sharesave  Scheme 1998 ("the  Plan").  In
       addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
       registration  statement also covers an indeterminate  amount of interests
       to be offered or sold pursuant to the Plan.

  (2)  In accordance with Rule 457(h),  the maximum offering price per share has
       been calculated pursuant to Rule 457(c).

  (3)  The  Ordinary  Shares  are  represented  by  American  Depositary  Shares
       ("ADSs"). Each ADS represents five Ordinary Shares and is evidenced by an
       American Depositary Receipt.
</TABLE>
================================================================================
<PAGE>
                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by the Registrant (File No. 001-14736) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:

          1. The  Registrant's  Annual  Report on Form 20-F for the fiscal  year
ended December 31, 1997;

          2. The  Registrant's  Report on Form 6-K filed with the  Commission on
February 20, 1998;

          3. The  Registrant's  Report on Form 6-K filed with the  Commission on
April 8, 1998;

          4. The  Registrant's  Report on Form 6-K filed with the  Commission on
June 17, 1998;

          5. The  Registrant's  Report on Form 6-K filed with the  Commission on
August 24, 1998;

          6. The description of the  Registrant's  Ordinary Shares  contained in
its  Registration  Statement  on Form 20-F filed on  December  1, 1997 under the
Exchange  Act,  including  any  amendment  or report  filed for the  purpose  of
updating such description.

          All  documents  and  reports  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such  securities  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 or reports.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Article 162 of the  Registrant's  Articles of  Incorporation  provides
that,  subject to the  provisions of the  Companies Act 1985 (the "Act"),  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 Act.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

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).

Item 9.  Undertakings.

         (a) The undersigned Registrant 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;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 the
     registration statement;

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

provided, however, that paragraphs (a)( 1)(i) and (a)(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 with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
<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 28th day of September, 1998.


                                                       SAATCHI & SAATCHI plc



                                                       By:   /S/  WENDY SMYTH
                                                          ----------------------
                                                       Name:   Wendy Smyth
                                                       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 28, 1998.

      Signature                                    Title
      ---------                                    -----

  /S/ ROBERT SEELERT                        Chief Executive Officer, Director
----------------------
Robert Seelert

  /S/ WENDY SMYTH                           Finance Director
----------------------
Wendy Smyth

  /S/ DAVID I.C. WEATHERSEED                Deputy Finance Director
----------------------
David I.C. Weatherseed

  /S/ CHARLES SCOTT                         Chairman of the Board of Directors
----------------------
Charles Scott

  /S/ WILLIAM COCHRANE                      Director
----------------------
William Cochrane

  /S/ IAN IRVINE                            Director
----------------------
Ian Irvine

  /S/ KENNETH OLSHAN                        Director
----------------------
Kenneth Olshan

  /S/ KEVIN ROBERTS                         Director
----------------------
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": 15367}]
{"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": "333-64443", "film-number": "98716427"}, "business-address": {"street1": "83 / 89 WHITFIELD ST", "city": "LONDON ENGLAND W1A 4", "state": "X0"}}
As filed with the Securities and Exchange Commission on September 28, 1998

                                                           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) 820-0210

                        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(1)        price per Share(2)           aggregate offering      registration fee
                                                                                    price(2)
---------------------------     -------------     -------------------------       ------------------      ----------------
Ordinary Shares of 10p each       4,500,000                 $1.72                     $7,740,000             $2,283.30
    ("Ordinary Shares")

  (1)  The amount of Ordinary Shares being  registered  represents the estimated
       maximum  aggregate  amount  issuable to  employees  in the United  States
       pursuant to the  International  Sharesave  Scheme 1998 ("the  Plan").  In
       addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
       registration  statement also covers an indeterminate  amount of interests
       to be offered or sold pursuant to the Plan.

  (2)  In accordance with Rule 457(h),  the maximum offering price per share has
       been calculated pursuant to Rule 457(c).

  (3)  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

Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by the Registrant (File No. 001-14736) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:

          1. The  Registrant's  Annual  Report on Form 20-F for the fiscal  year
ended December 31, 1997;

          2. The  Registrant's  Report on Form 6-K filed with the  Commission on
February 20, 1998;

          3. The  Registrant's  Report on Form 6-K filed with the  Commission on
April 8, 1998;

          4. The  Registrant's  Report on Form 6-K filed with the  Commission on
June 17, 1998;

          5. The  Registrant's  Report on Form 6-K filed with the  Commission on
August 24, 1998;

          6. The description of the  Registrant's  Ordinary Shares  contained in
its  Registration  Statement  on Form 20-F filed on  December  1, 1997 under the
Exchange  Act,  including  any  amendment  or report  filed for the  purpose  of
updating such description.

          All  documents  and  reports  subsequently  filed  by  the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such  securities  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 or reports.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Article 162 of the  Registrant's  Articles of  Incorporation  provides
that,  subject to the  provisions of the  Companies Act 1985 (the "Act"),  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 Act.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

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).

Item 9.  Undertakings.

         (a) The undersigned Registrant 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;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 the
     registration statement;

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

provided, however, that paragraphs (a)( 1)(i) and (a)(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 with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
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 28th day of September, 1998.

                                                       SAATCHI & SAATCHI plc

                                                       By:   /S/  WENDY SMYTH
                                                          ----------------------
                                                       Name:   Wendy Smyth
                                                       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 28, 1998.

      Signature                                    Title
      ---------                                    -----

  /S/ ROBERT SEELERT                        Chief Executive Officer, Director
----------------------
Robert Seelert

  /S/ WENDY SMYTH                           Finance Director
----------------------
Wendy Smyth

  /S/ DAVID I.C. WEATHERSEED                Deputy Finance Director
----------------------
David I.C. Weatherseed

  /S/ CHARLES SCOTT                         Chairman of the Board of Directors
----------------------
Charles Scott

  /S/ WILLIAM COCHRANE                      Director
----------------------
William Cochrane

  /S/ IAN IRVINE                            Director
----------------------
Ian Irvine

  /S/ KENNETH OLSHAN                        Director
----------------------
Kenneth Olshan

  /S/ KEVIN ROBERTS                         Director
----------------------
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).