AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998
                                                    Registration No. 333-      
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                                REUTERS GROUP PLC

             (Exact name of Registrant as specified in its charter)

      England and Wales                                           None
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                 85 Fleet Street
                            London EC4P 4AJ, England
                    (Address of principal executive offices)


                                    PLAN 2000
                           Employee Share Option Plan
                            (Full title of the plan)


                             Nancy C. Gardner, Esq.
                                Corporate Counsel
                              Reuters America Inc.
                                  1700 Broadway
                            New York, New York 10019
                                 (212) 603-3300

            (Name, address and telephone number of agent for service)


                           Copy of Communications to:

                           William A. Plapinger, Esq.,
                               Sullivan & Cromwell
                                St. Olave's House
                               9a Ironmonger Lane
                            London EC2V 8EY, England


<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed           Proposed
                                                                     maximum            maximum
                                                  Amount             offering           aggregate            Amount of
Title of securities                               to be              price per          offering           registration
to be registered                                registered(1)        share(2)           price(2)                fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                  <C>                <C>               <C>
Reuters Group PLC
Ordinary Shares of 25p..............            12,500,000          $10.57             $132,125,000      $38,977
---------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  The amount of Ordinary Shares being registered represents the estimated maximum aggregate amount issuable to employees in the
     United States pursuant to the Plan 2000 Employee Share Option Plan ("the Plan").

(2)  In  accordance  with Rule  457(h),  the maximum  offering  price per share has been  calculated  pursuant to Rule  457(c).  The
     translation of pounds sterling into US dollars has been made at the noon buying rate on July 24, 1998 of (pound)1 = $1.6594.

</FN>
</TABLE>
<PAGE>
                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS


ITEM 1.        PLAN INFORMATION

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

ITEM 2.        REGISTRANT INFORMATION AND EMPLOYEE
               PLAN ANNUAL INFORMATION

         All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.


                                       -2-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference

         The documents listed in (a) through (c) below are incorporated herein
by reference:

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

         (b) The Registrant's Special Report on Form 6-K dated March 5, 1998,
which includes a description of the Registrant's share capital and the American
depositary receipts representing the Registrant's ordinary shares of 25p each.

         (c) The Registrant's Reports on Form 6-K dated January 20, 1998,
February 4, 1998, February 10, 1998, February 19, 1998, April 2, 1998, May
13, 1998, July 15, 1998 and July 23, 1998.

         (d) The Registrant's Special Report on Form 6-K dated July 23, 1998,
which includes unaudited condensed consolidated interim financial statements of
the Registrant at and for the six months ended June 30, 1998 as well as certain
cautionary statements.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment hereto 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 herein and to be a part
hereof from the date of filing of such documents.

Item 4.        Description of Securities

         Not applicable.

Item 5.        Interests of Named Experts and Counsel

         None.

Item 6.        Indemnification of Directors and Officers

         Section 310 of the Companies Act 1985 of Great Britain, as amended (the
"Companies Act"), 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

                                      II-1
<PAGE>
               (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 provides:

          (1) If 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 an 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
     the court may think fit.

          (2) If any such officer or person aforesaid 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 any such application shall have the
     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 any case to which subsection (1) of this section 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 judgement to be entered for the
     defendant or defender on such terms as to costs or otherwise as the judge
     may think proper.

     Regulation 155 of the Registrant's Articles of Association provides:

         Subject to the provisions of and so far as may be consistent with the
[Companies Act], every Director, Auditor, Secretary or other officer of the
[Registrant] shall be entitled to be indemnified by the [Registrant] out of its
own funds against all costs, charges, losses, expenses and liabilities incurred
by him in the actual or purported execution and/or discharge of his duties
and/or the exercise or purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or office including
(without prejudice to the generality of the foregoing) any liability incurred by
him in defending any proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or
employee of the [Registrant] and in which judgment is given in his favour (or
the proceedings are otherwise disposed of without finding or admission of any
material breach of duty on his part) or in which he is acquitted or in
connection with any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to him by the
Court.

         Regulation 89(b) of the Registrant's Articles of Association provides:


                                      II-2
<PAGE>
         Without prejudice to the provisions of Regulation 155 the Directors
shall have power to purchase and maintain insurance for or for the benefit of
any persons who are or were at any time directors, officers or employees or
auditors of the [Registrant], or of any other company which is its parent
undertaking or in which the [Registrant] or such parent undertaking or any of
the predecessors of the [Registrant] or of such parent undertaking has any
interest whether direct or indirect or which is in any way allied to or
associated with the [Registrant], or of any subsidiary undertaking of the
[Registrant] or of any such other company, or who are or were at any time
trustees of any pension fund in which any employees of the [Registrant] or any
such other company or subsidiary undertaking are interested, including (without
prejudice to the generality of the foregoing) insurance against any liability
incurred by such persons in respect of any act or omission in the actual or
purported execution and/or discharge of their duties and/or in the exercise or
purported exercise of their powers and/or otherwise in relation to their duties,
powers or offices in relation to the [Registrant] or any such other company,
subsidiary undertaking or pension fund.

Item 7.        Exemption from Registration Claimed

         Not applicable.

Item 8.        Exhibits

Exhibit No.                           Description
-----------                           -----------

     4.1             Memorandum and Articles of Association of the
                     Registrant (filed as Exhibit 2.1 to the 1997 Form 20-F
                     and incorporated herein by reference).

     5.1             Opinion of Clifford Chance.

     23.1            Consent of Clifford Chance (included in Exhibit 5).

     23.2            Consent of Price Waterhouse.

     24.1            Powers of Attorney (included on signature page).


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;

               (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 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

                                      II-3
<PAGE>
          no more than a 20% change in the maximum aggregate offering price set
          forth in the "Calculation of Registration Fee" table in the effective
          registration statement;

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

          provided, however, that paragraphs (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 the Commission by the Registrant pursuant to Section 13 or 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.

         (b) The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 against
the Registrant 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.



                                      II-4
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933,  Reuters Group PLC
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 London, England on July 22, 1998.

                                          REUTERS GROUP PLC



                                          By:
                                              /s/ Robert O. Rowley
                                              ------------------------
                                              Name:  Robert O. Rowley
                                              Title: Finance Director



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below  constitutes  and appoints  Robert O. Rowley such person's true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
such  person  and in  such  person's  name,  place  and  stead,  in any  and all
capacities to sign any and all  post-effective  amendments to this  Registration
Statement,  and to file  the same  with  all  exhibits  thereto,  and the  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all intents and  purposes as such person might or could do in a person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may 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  by  the  following  persons  in  the
capacities indicated on July 22, 1998.


Name                                    Title
----                                    -----



/s/ Christopher Anthony Hogg            Non-Executive Chairman
------------------------------------    and Director
Sir Christopher Anthony Hogg


/s/ Peter James Denton Job              Chief-Executive-and Director
------------------------------------    (Principal Executive Officer)
Peter James Denton Job


/s/ Robert Oscar Rowley                 Finance Director
------------------------------------    (Principal Financial Officer)
Robert Oscar Rowley


/s/ Jean-Claude Marchand                Director
------------------------------------
Jean-Claude Marchand


                                      II-5


<PAGE>
Name                                    Title
----                                    -----


/s/ John Michael Coldwell Parcel        Director
------------------------------------
John Michael Coldwell Parcel


/s/ David Granger Ure                   Director
------------------------------------
David Granger Ure


/s/ Andre-Francois Helier Villeneuve    Director
------------------------------------
Andre-Francois Helier Villeneuve


/s/Robert Patten Bauman                 Director
----------------------------------
Robert Patten Bauman


/s/ John Anthony Craven                 Director
----------------------------------
Sir John Anthony Craven


                                        Director
----------------------------------
Michael Philip Green


/s/ Roberto G Mendoza                   Director
----------------------------------
Roberto G Mendoza


/s/ Richard Lake Olver                  Director
----------------------------------
Richard Lake Olver


/s/ Charles James Francis Sinclair      Director
----------------------------------
Charles James Francis Sinclair


/s/ David Alan Walker                   Director
----------------------------------
Sir David Alan Walker


/s/ Philip Kenneth Wood                 Deputy Finance Director
----------------------------------      (Principal Accounting Officer)
Philip Kenneth Wood


/s/ Nancy Christine Gardner             Authorized Representative in the United
----------------------------------      States
Nancy Christine Gardner


                                      II-7


<PAGE>
                                Index to Exhibits

Exhibit No.                               Description
-----------                               -----------

        4.1         Memorandum  and Articles of  Association  of the  Registrant
                    (filed as Exhibit 2.1 to the 1997 Form 20-F and incorporated
                    herein by reference).

        5.1         Opinion of Clifford Chance.

        23.1        Consent of Clifford Chance (included in Exhibit 5).

        23.2        Consent of Price Waterhouse.

        24.1        Powers of Attorney (included on signature page).


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, REUTERS GROUP PLC", "secsgml_size_bytes": 22473}]
{"company-data": {"conformed-name": "REUTERS GROUP PLC", "cik": "0001056084", "assigned-sic": "0000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59981", "film-number": "98672114"}, "business-address": {"street1": "85 FLEET STREET", "street2": "LONDON EC44AJ ENGAND", "phone": "01715428187"}, "mail-address": {"street1": "85 FLEET STREET", "street2": "LONDON EC44AJ ENGLAND"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998
                                                    Registration No. 333-      
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                REUTERS GROUP PLC

             (Exact name of Registrant as specified in its charter)

      England and Wales                                           None
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                 85 Fleet Street
                            London EC4P 4AJ, England
                    (Address of principal executive offices)

                                    PLAN 2000
                           Employee Share Option Plan
                            (Full title of the plan)

                             Nancy C. Gardner, Esq.
                                Corporate Counsel
                              Reuters America Inc.
                                  1700 Broadway
                            New York, New York 10019
                                 (212) 603-3300

            (Name, address and telephone number of agent for service)

                           Copy of Communications to:

                           William A. Plapinger, Esq.,
                               Sullivan & Cromwell
                                St. Olave's House
                               9a Ironmonger Lane
                            London EC2V 8EY, England
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed           Proposed
                                                                     maximum            maximum
                                                  Amount             offering           aggregate            Amount of
Title of securities                               to be              price per          offering           registration
to be registered                                registered(1)        share(2)           price(2)                fee
---------------------------------------------------------------------------------------------------------------------------------
Reuters Group PLC
Ordinary Shares of 25p..............            12,500,000          $10.57             $132,125,000      $38,977
---------------------------------------------------------------------------------------------------------------------------------
(1)  The amount of Ordinary Shares being registered represents the estimated maximum aggregate amount issuable to employees in the
     United States pursuant to the Plan 2000 Employee Share Option Plan ("the Plan").

(2)  In  accordance  with Rule  457(h),  the maximum  offering  price per share has been  calculated  pursuant to Rule  457(c).  The
     translation of pounds sterling into US dollars has been made at the noon buying rate on July 24, 1998 of (pound)1 = $1.6594.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.        PLAN INFORMATION

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

ITEM 2.        REGISTRANT INFORMATION AND EMPLOYEE
               PLAN ANNUAL INFORMATION

         All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

         The documents listed in (a) through (c) below are incorporated herein
by reference:

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

         (b) The Registrant's Special Report on Form 6-K dated March 5, 1998,
which includes a description of the Registrant's share capital and the American
depositary receipts representing the Registrant's ordinary shares of 25p each.

         (c) The Registrant's Reports on Form 6-K dated January 20, 1998,
February 4, 1998, February 10, 1998, February 19, 1998, April 2, 1998, May
13, 1998, July 15, 1998 and July 23, 1998.

         (d) The Registrant's Special Report on Form 6-K dated July 23, 1998,
which includes unaudited condensed consolidated interim financial statements of
the Registrant at and for the six months ended June 30, 1998 as well as certain
cautionary statements.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment hereto 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 herein and to be a part
hereof from the date of filing of such documents.

Item 4.        Description of Securities

         Not applicable.

Item 5.        Interests of Named Experts and Counsel

         None.

Item 6.        Indemnification of Directors and Officers

         Section 310 of the Companies Act 1985 of Great Britain, as amended (the
"Companies Act"), 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

                                      II-1
(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 provides:

          (1) If 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 an 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
     the court may think fit.

          (2) If any such officer or person aforesaid 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 any such application shall have the
     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 any case to which subsection (1) of this section 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 judgement to be entered for the
     defendant or defender on such terms as to costs or otherwise as the judge
     may think proper.

     Regulation 155 of the Registrant's Articles of Association provides:

         Subject to the provisions of and so far as may be consistent with the
[Companies Act], every Director, Auditor, Secretary or other officer of the
[Registrant] shall be entitled to be indemnified by the [Registrant] out of its
own funds against all costs, charges, losses, expenses and liabilities incurred
by him in the actual or purported execution and/or discharge of his duties
and/or the exercise or purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or office including
(without prejudice to the generality of the foregoing) any liability incurred by
him in defending any proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or
employee of the [Registrant] and in which judgment is given in his favour (or
the proceedings are otherwise disposed of without finding or admission of any
material breach of duty on his part) or in which he is acquitted or in
connection with any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to him by the
Court.

         Regulation 89(b) of the Registrant's Articles of Association provides:

                                      II-2
Without prejudice to the provisions of Regulation 155 the Directors
shall have power to purchase and maintain insurance for or for the benefit of
any persons who are or were at any time directors, officers or employees or
auditors of the [Registrant], or of any other company which is its parent
undertaking or in which the [Registrant] or such parent undertaking or any of
the predecessors of the [Registrant] or of such parent undertaking has any
interest whether direct or indirect or which is in any way allied to or
associated with the [Registrant], or of any subsidiary undertaking of the
[Registrant] or of any such other company, or who are or were at any time
trustees of any pension fund in which any employees of the [Registrant] or any
such other company or subsidiary undertaking are interested, including (without
prejudice to the generality of the foregoing) insurance against any liability
incurred by such persons in respect of any act or omission in the actual or
purported execution and/or discharge of their duties and/or in the exercise or
purported exercise of their powers and/or otherwise in relation to their duties,
powers or offices in relation to the [Registrant] or any such other company,
subsidiary undertaking or pension fund.

Item 7.        Exemption from Registration Claimed

         Not applicable.

Item 8.        Exhibits

Exhibit No.                           Description
-----------                           -----------

     4.1             Memorandum and Articles of Association of the
                     Registrant (filed as Exhibit 2.1 to the 1997 Form 20-F
                     and incorporated herein by reference).

     5.1             Opinion of Clifford Chance.

     23.1            Consent of Clifford Chance (included in Exhibit 5).

     23.2            Consent of Price Waterhouse.

     24.1            Powers of Attorney (included on signature page).

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;

               (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 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

                                      II-3
no more than a 20% change in the maximum aggregate offering price set
          forth in the "Calculation of Registration Fee" table in the effective
          registration statement;

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

          provided, however, that paragraphs (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 the Commission by the Registrant pursuant to Section 13 or 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.

         (b) The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 against
the Registrant 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.

                                      II-4
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933,  Reuters Group PLC
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 London, England on July 22, 1998.

                                          REUTERS GROUP PLC

                                          By:
                                              /s/ Robert O. Rowley
                                              ------------------------
                                              Name:  Robert O. Rowley
                                              Title: Finance Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below  constitutes  and appoints  Robert O. Rowley such person's true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
such  person  and in  such  person's  name,  place  and  stead,  in any  and all
capacities to sign any and all  post-effective  amendments to this  Registration
Statement,  and to file  the same  with  all  exhibits  thereto,  and the  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all intents and  purposes as such person might or could do in a person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may 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  by  the  following  persons  in  the
capacities indicated on July 22, 1998.

Name                                    Title
----                                    -----

/s/ Christopher Anthony Hogg            Non-Executive Chairman
------------------------------------    and Director
Sir Christopher Anthony Hogg

/s/ Peter James Denton Job              Chief-Executive-and Director
------------------------------------    (Principal Executive Officer)
Peter James Denton Job

/s/ Robert Oscar Rowley                 Finance Director
------------------------------------    (Principal Financial Officer)
Robert Oscar Rowley

/s/ Jean-Claude Marchand                Director
------------------------------------
Jean-Claude Marchand

                                      II-5
Name                                    Title
----                                    -----

/s/ John Michael Coldwell Parcel        Director
------------------------------------
John Michael Coldwell Parcel

/s/ David Granger Ure                   Director
------------------------------------
David Granger Ure

/s/ Andre-Francois Helier Villeneuve    Director
------------------------------------
Andre-Francois Helier Villeneuve

/s/Robert Patten Bauman                 Director
----------------------------------
Robert Patten Bauman

/s/ John Anthony Craven                 Director
----------------------------------
Sir John Anthony Craven

                                        Director
----------------------------------
Michael Philip Green

/s/ Roberto G Mendoza                   Director
----------------------------------
Roberto G Mendoza

/s/ Richard Lake Olver                  Director
----------------------------------
Richard Lake Olver

/s/ Charles James Francis Sinclair      Director
----------------------------------
Charles James Francis Sinclair

/s/ David Alan Walker                   Director
----------------------------------
Sir David Alan Walker

/s/ Philip Kenneth Wood                 Deputy Finance Director
----------------------------------      (Principal Accounting Officer)
Philip Kenneth Wood

/s/ Nancy Christine Gardner             Authorized Representative in the United
----------------------------------      States
Nancy Christine Gardner

                                      II-7
Index to Exhibits

Exhibit No.                               Description
-----------                               -----------

        4.1         Memorandum  and Articles of  Association  of the  Registrant
                    (filed as Exhibit 2.1 to the 1997 Form 20-F and incorporated
                    herein by reference).

        5.1         Opinion of Clifford Chance.

        23.1        Consent of Clifford Chance (included in Exhibit 5).

        23.2        Consent of Price Waterhouse.

        24.1        Powers of Attorney (included on signature page).

                                      II-8