As filed with the Securities and Exchange Commission on March 27, 2003
                                                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 Identification No.)
 Incorporation or Organization)


                                 85 FLEET STREET
                            LONDON EC4P 4AJ, ENGLAND
                    (Address of Principal Executive Offices)

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

              THE REUTERS/MULTEX TRANSITIONAL ROLLOVER ARRANGEMENTS
                            (Full Title of the Plan)

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

            NANCY C. GARDNER                      Please send copies of all
          REUTERS AMERICA INC.                        communications to:
          THE REUTERS BUILDING                          JOHN EVANGELAKOS
      3 TIMES SQUARE, 20TH FLOOR                    SULLIVAN & CROMWELL LLP
         NEW YORK, NY 10036                             125 BROAD STREET
(Name and Address of Agent for Service)             NEW YORK, NY 10004-2498
           (646) 223-4000                                (212) 558-4000
(Telephone Number, Including Area Code,
       of Agent for Service)

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

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

======================================================================================================================
              Title of                    Amount       Proposed Maximum     Proposed Maximum
          Securities to be                to be         Offering Price         Aggregate              Amount of
             Registered               Registered(2)      Per Share(3)       Offering Price(3)     Registration Fee
----------------------------------------------------------------------------------------------------------------------
 Ordinary Shares, nominal value
<S>                                     <C>                <C>                <C>                     <C>
     25 pence per share (1)             5,000,000          $1.75              $8,750,000               $710
======================================================================================================================
</TABLE>

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

(1)  American Depositary Receipts evidencing American Depositary Shares ("ADSs")
     deliverable on deposit of the Ordinary Shares, nominal value 25 pence per
     share (the "Ordinary Shares"), of Reuters Group PLC (the "Registrant") have
     been registered pursuant to a separate Registration Statement on Form F-6
     (No. 333-8386) filed with the Commission on February 26, 1998. Each
     American Depositary Share represents six Ordinary Shares.

(2)  The number of Ordinary Shares being registered represents the estimated
     maximum aggregate number deliverable to employees in the United States
     pursuant to the Reuters/Multex Transitional Rollover Arrangements.

     This Registration Statement on Form S-8 shall also cover any additional
     Ordinary Shares which become deliverable under the Plan by reason of any
     stock dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of outstanding Ordinary Shares of the Registrant.

(3)  In accordance with Rule 457(h), the proposed maximum offering price per
     share has been calculated pursuant to Rule 457(c). The translation of the
     average of the high and low ordinary share prices on March 26, 2003 on the
     London Stock Exchange from 1.11 pounds Sterling into US dollars has been\
     made at the noon buying rate on March 26, 2003 of (pound)1=$1.5742. The
     resulting proposed maximum offering price per share, $1.75, has been
     multiplied by the amount of shares to be registered to obtain the proposed
     maximum aggregate offering price of $8,750,000.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with or furnished to the
Securities and Exchange Commission (the "COMMISSION") by the Registrant, are
incorporated herein by reference and made a part hereof:

         (a) the Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002 (the "2002 ANNUAL REPORT");

         (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;
and

         (c) all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") subsequent to the effective date of this Registration Statement,
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
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.

         Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         English law does not permit a company to indemnify a director or an
officer of the company against any liability which by virtue of any rule of law
would otherwise attach to him in respect of negligence, default, breach of duty
or breach of trust in relation to the company except liability incurred by such
director or officer in defending any legal proceeding (whether civil or
criminal) in which judgment is given in his favor or in which he is acquitted or
in certain instances where, although he is liable, a court finds such director
or officer acted honestly and reasonably and that having regard to all the
circumstances he ought fairly to be excused and relief is granted by the court.


<PAGE>

         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 1985 and other companies legislation], 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 favor (or the proceedings are otherwise disposed of
without any 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:

         "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 of
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.

         The exhibits listed on the exhibit index at the end of this
Registration Statement are included in 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;

               (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

<PAGE>

          high end of the estimated maximum offering range may be reflected in
          the form of prospectus filed with the Commission pursuant to Rule
          424(b) if, in the aggregate, the changes in volume and price represent
          no more than a 20 percent change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective registration statement;

               (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 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 purposes 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 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 the 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 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, as amended,
the Registrant, Reuters Group PLC, a corporation organized and existing under
the laws of England and Wales, 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 on the 27th day of March,
2003.


                                            Reuters Group PLC
                                            (Registrant)



                                            By:  /s/ DAVID JOHN GRIGSON
                                               ---------------------------------
                                               Name:  David John Grigson
                                               Title: Finance Director



<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints David John Grigson (with full power to act
alone), his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities to do any and all things and execute any
and all instruments that such attorney may deem necessary or advisable under the
Securities Act, and any rules, regulations and requirements of the Commission in
connection with the Registration Statement, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign his or
her name in his or her capacity as an Officer, Director or Authorized
Representative in the United States or in any other capacity with respect to
this Registration Statement, and with respect to any and all amendments,
including post-effective amendments, to this Registration Statement and to any
and all instruments and documents filed as part of or in connection with this
Registration Statement and all amendments thereto, including post-effective
amendments.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following in the
capacities indicated as of this 27th day of March, 2003.

SIGNATURE                               TITLE


/s/ CHRIS HOGG                          Chairman and Director
-----------------------------------
Sir Christopher Anthony Hogg


/s/ THOMAS HENRY GLOCER                 Chief Executive Officer and Director
-----------------------------------     (Principal Executive Officer)
Thomas Henry Glocer


/s/ DAVID JOHN GRIGSON                  Finance Director and Director
-----------------------------------     (Principal Financial and Accounting
David John Grigson                      Officer)


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


/s/ PHILIP NEVILL GREEN                 Director
-----------------------------------
Philip Nevill Green


/s/ EDWARD R. KOZEL                     Director
-----------------------------------
Edward Kozel


/s/ DEVIN WENIG                         Executive Director and Director
-----------------------------------
Devin Wenig


/s/ ROBERTO G. MENDOZA                  Director
-----------------------------------
Roberto G. Mendoza

<PAGE>



/s/ R. OLVER                            Director
-----------------------------------
Richard Lake Olver


/s/ C. J. F. SINCLAIR                   Director
-----------------------------------
Charles James Francis Sinclair


/s/ IAN CHARLES STRACHAN                Director
-----------------------------------
Ian Charles Strachan


/s/ NANCY C. GARDNER                    Authorized U.S. Representative
-----------------------------------
Nancy C. Gardner


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number        Description
------        -----------

4.1           Memorandum and Articles of Association of the Registrant as in
              effect on the date hereof (incorporated by reference from Exhibit
              1.1 to the 2001 Annual Report (No. 333-08354) filed with the
              Commission on March 13, 2002)

4.2           Deposit Agreement among the Registrant and Morgan Guaranty Trust
              Company of New York, as Depositary and the holders from time to
              time of the American Depositary Receipts issued there under,
              including the form of American Depositary Receipt (incorporated by
              reference from Form F-6 (No. 333-8386) filed with the Commission
              on February 26, 1998)

5             Not applicable*

23.1          Consent of PricewaterhouseCoopers LLP, independent accountants

24            Power of Attorney (included in signature pages)








--------------------
*    The ordinary shares of the Registrant to be delivered to employees under
     the Reuters/Multex Transitional Rollover Arrangements will not be original
     issuance securities. Accordingly, an opinion of counsel as to the legality
     of the securities being registered is not filed herewith pursuant to the
     instruction contained in Item 8(a) of Form S-8.
[{"type": "S-8", "sequence": "1", "filename": "sc0109.txt", "description": "FORM S-8", "secsgml_size_bytes": 20496}]
{"company-data": {"conformed-name": "REUTERS GROUP PLC   /ADR/", "cik": "0001056084", "assigned-sic": "2721", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104065", "film-number": "03620634"}, "business-address": {"street1": "85 FLEET STREET", "street2": "7TH FLOOR", "city": "LONDON", "state": "X0", "zip": "EC4P 4AJ", "phone": "44 (0) 207 250 1122"}, "mail-address": {"street1": "85 FLEET STREET", "street2": "7TH FLOOR", "city": "LONDON", "state": "X0", "zip": "EC4P 4AJ"}}
As filed with the Securities and Exchange Commission on March 27, 2003
                                                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 Identification No.)
 Incorporation or Organization)

                                 85 FLEET STREET
                            LONDON EC4P 4AJ, ENGLAND
                    (Address of Principal Executive Offices)

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

              THE REUTERS/MULTEX TRANSITIONAL ROLLOVER ARRANGEMENTS
                            (Full Title of the Plan)

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

            NANCY C. GARDNER                      Please send copies of all
          REUTERS AMERICA INC.                        communications to:
          THE REUTERS BUILDING                          JOHN EVANGELAKOS
      3 TIMES SQUARE, 20TH FLOOR                    SULLIVAN & CROMWELL LLP
         NEW YORK, NY 10036                             125 BROAD STREET
(Name and Address of Agent for Service)             NEW YORK, NY 10004-2498
           (646) 223-4000                                (212) 558-4000
(Telephone Number, Including Area Code,
       of Agent for Service)

                             -----------------------
CALCULATION OF REGISTRATION FEE

======================================================================================================================
              Title of                    Amount       Proposed Maximum     Proposed Maximum
          Securities to be                to be         Offering Price         Aggregate              Amount of
             Registered               Registered(2)      Per Share(3)       Offering Price(3)     Registration Fee
----------------------------------------------------------------------------------------------------------------------
 Ordinary Shares, nominal value
25 pence per share (1)             5,000,000          $1.75              $8,750,000               $710
======================================================================================================================
-----------------------

(1)  American Depositary Receipts evidencing American Depositary Shares ("ADSs")
     deliverable on deposit of the Ordinary Shares, nominal value 25 pence per
     share (the "Ordinary Shares"), of Reuters Group PLC (the "Registrant") have
     been registered pursuant to a separate Registration Statement on Form F-6
     (No. 333-8386) filed with the Commission on February 26, 1998. Each
     American Depositary Share represents six Ordinary Shares.

(2)  The number of Ordinary Shares being registered represents the estimated
     maximum aggregate number deliverable to employees in the United States
     pursuant to the Reuters/Multex Transitional Rollover Arrangements.

     This Registration Statement on Form S-8 shall also cover any additional
     Ordinary Shares which become deliverable under the Plan by reason of any
     stock dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of outstanding Ordinary Shares of the Registrant.

(3)  In accordance with Rule 457(h), the proposed maximum offering price per
     share has been calculated pursuant to Rule 457(c). The translation of the
     average of the high and low ordinary share prices on March 26, 2003 on the
     London Stock Exchange from 1.11 pounds Sterling into US dollars has been\
     made at the noon buying rate on March 26, 2003 of (pound)1=$1.5742. The
     resulting proposed maximum offering price per share, $1.75, has been
     multiplied by the amount of shares to be registered to obtain the proposed
     maximum aggregate offering price of $8,750,000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with or furnished to the
Securities and Exchange Commission (the "COMMISSION") by the Registrant, are
incorporated herein by reference and made a part hereof:

         (a) the Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002 (the "2002 ANNUAL REPORT");

         (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;
and

         (c) all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") subsequent to the effective date of this Registration Statement,
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
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.

         Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         English law does not permit a company to indemnify a director or an
officer of the company against any liability which by virtue of any rule of law
would otherwise attach to him in respect of negligence, default, breach of duty
or breach of trust in relation to the company except liability incurred by such
director or officer in defending any legal proceeding (whether civil or
criminal) in which judgment is given in his favor or in which he is acquitted or
in certain instances where, although he is liable, a court finds such director
or officer acted honestly and reasonably and that having regard to all the
circumstances he ought fairly to be excused and relief is granted by the court.
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 1985 and other companies legislation], 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 favor (or the proceedings are otherwise disposed of
without any 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:

         "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 of
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.

         The exhibits listed on the exhibit index at the end of this
Registration Statement are included in 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;

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

               (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 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 purposes 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 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 the 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 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, as amended,
the Registrant, Reuters Group PLC, a corporation organized and existing under
the laws of England and Wales, 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 on the 27th day of March,
2003.

                                            Reuters Group PLC
                                            (Registrant)

                                            By:  /s/ DAVID JOHN GRIGSON
                                               ---------------------------------
                                               Name:  David John Grigson
                                               Title: Finance Director
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints David John Grigson (with full power to act
alone), his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities to do any and all things and execute any
and all instruments that such attorney may deem necessary or advisable under the
Securities Act, and any rules, regulations and requirements of the Commission in
connection with the Registration Statement, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign his or
her name in his or her capacity as an Officer, Director or Authorized
Representative in the United States or in any other capacity with respect to
this Registration Statement, and with respect to any and all amendments,
including post-effective amendments, to this Registration Statement and to any
and all instruments and documents filed as part of or in connection with this
Registration Statement and all amendments thereto, including post-effective
amendments.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following in the
capacities indicated as of this 27th day of March, 2003.

SIGNATURE                               TITLE

/s/ CHRIS HOGG                          Chairman and Director
-----------------------------------
Sir Christopher Anthony Hogg

/s/ THOMAS HENRY GLOCER                 Chief Executive Officer and Director
-----------------------------------     (Principal Executive Officer)
Thomas Henry Glocer

/s/ DAVID JOHN GRIGSON                  Finance Director and Director
-----------------------------------     (Principal Financial and Accounting
David John Grigson                      Officer)

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

/s/ PHILIP NEVILL GREEN                 Director
-----------------------------------
Philip Nevill Green

/s/ EDWARD R. KOZEL                     Director
-----------------------------------
Edward Kozel

/s/ DEVIN WENIG                         Executive Director and Director
-----------------------------------
Devin Wenig

/s/ ROBERTO G. MENDOZA                  Director
-----------------------------------
Roberto G. Mendoza
/s/ R. OLVER                            Director
-----------------------------------
Richard Lake Olver

/s/ C. J. F. SINCLAIR                   Director
-----------------------------------
Charles James Francis Sinclair

/s/ IAN CHARLES STRACHAN                Director
-----------------------------------
Ian Charles Strachan

/s/ NANCY C. GARDNER                    Authorized U.S. Representative
-----------------------------------
Nancy C. Gardner
EXHIBIT INDEX

Exhibit
Number        Description
------        -----------

4.1           Memorandum and Articles of Association of the Registrant as in
              effect on the date hereof (incorporated by reference from Exhibit
              1.1 to the 2001 Annual Report (No. 333-08354) filed with the
              Commission on March 13, 2002)

4.2           Deposit Agreement among the Registrant and Morgan Guaranty Trust
              Company of New York, as Depositary and the holders from time to
              time of the American Depositary Receipts issued there under,
              including the form of American Depositary Receipt (incorporated by
              reference from Form F-6 (No. 333-8386) filed with the Commission
              on February 26, 1998)

5             Not applicable*

23.1          Consent of PricewaterhouseCoopers LLP, independent accountants

24            Power of Attorney (included in signature pages)

--------------------
*    The ordinary shares of the Registrant to be delivered to employees under
     the Reuters/Multex Transitional Rollover Arrangements will not be original
     issuance securities. Accordingly, an opinion of counsel as to the legality
     of the securities being registered is not filed herewith pursuant to the
     instruction contained in Item 8(a) of Form S-8.