Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 11, 2000
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  POWERGEN PLC
             (Exact name of registrant as specified in its charter)

                                England and Wales
                         (State or other jurisdiction of
                         incorporation or organization)

                               53 New Broad Street
                                 London EC2M 1SL
                    (Address of principal executive offices)

                      POWERGEN LONG-TERM INCENTIVE PLAN FOR
                         EMPLOYEES OF LG&E ENERGY CORP.
                            (Full title of the plans)

                              John R. McCall, Esq.
        Executive Vice President, General Counsel and Corporate Secretary
                                LG&E Energy Corp.
                              220 West Main Street
                              Louisville, KY 40202
                               Tel: (502) 627-2000
 (Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
============================================================================================================
                                              PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED       REGISTERED (1)          SHARE (2)            PRICE (2)         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>               <C>                   <C>
Ordinary Shares,
nominal value 50
pence, to be                12,000,000              $8.34             $100,125,000          $26,433.00
evidenced by American
Depositary Shares
============================================================================================================
<FN>
(1)      The number of Ordinary Shares of 50 pence per share of Powergen plc
         ("Ordinary Shares") being registered represents the estimated aggregate
         number of Ordinary Shares (to be evidenced by Powergen plc American
         Depositary Shares ("Powergen ADSs")) which will be issued pursuant to
         the Powergen Long-Term Incentive Plan for Employees of LG&E Energy
         Corp.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee. Such estimate is calculated pursuant to Rule
         457(h)(1) and Rule 457(c) under the Securities Act of 1933, as amended
         (the "Securities Act") based on the average of the high and low prices
         of the Powergen ADSs reported on the New York Stock Exchange on
         December 6, 2000. Such average price is divided by four for purposes of
         calculating the average price of one per Ordinary Share.
</FN>
</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

As permitted by Rule 428 under the Securities Act and the Note to Part I of Form
S-8, this Registration Statement omits the information specified in Part I of
Form S-8. The documents containing the information specified in Part I will be
delivered to the participants of the plan covered by this Registration
Statement, as required by Rule 428(b). Such documents are not being filed with
the Securities and Exchange Commission (the "Commission") as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

As permitted by Rule 428 under the Securities Act and the Note to Part I of Form
S-8, this Registration Statement omits the information specified in Part I to be
contained in the Section 10(a) prospectus.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, as filed with the Securities and Exchange Commission,
are incorporated herein by reference:

(i)      The Registrant's Annual Report on Form 20-F for the fiscal year ended
         January 2, 2000.

(ii)     The description of the Registrant's Ordinary Shares, registered under
         Section 12 of the Exchange Act, contained in the Registrant's
         Registration Statement on Form F-1 (File no. 33-89104) filed under the
         Securities Act of 1933.

(iii)    The description of the Registrant's Ordinary Shares contained in the
         Registrant's Registration Statement on Form 8-A filed February 6, 1995
         pursuant to Section 12(b) of the Exchange Act, and any amendment or
         report filed for the purpose of updating such description.

         In addition, all filings on Form 20-F filed by the Registrant pursuant
to the Securities Exchange Act of 1934 after the date of this Registration
Statement are incorporated by reference in this Registration Statement from the
date of filing or furnishing such documents or reports.

         All documents filed by the Registrant or the plans pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.


<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Ordinary Shares registered herein has been passed upon by
Freshfields Bruckhaus Deringer.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

United Kingdom law does not permit a company to indemnify a director or 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 limited instances where, although he is liable, a court finds that 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.

Section 310 of the Companies Act 1985 (as amended by Section 137 of the
Companies Act 1989) provides as follows:

         310.     Provisions exempting officers and auditors from liability.

              (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 liability, or

                  (b) from indemnifying any such officer or auditor against any
                      liability incurred by him

                           (i) in defending any proceedings (whether civil or
                           criminal) in which judgment is given in his favor or
                           he is acquitted, or

                           (ii) in connection with any application under section
                           144(3) or (4) (acquisition of shares by innocent
                           nominee) or section 727 (general power to grant
                           relief in case of honest and reasonable conduct) in
                           which relief is granted to him by the court."

         Section 727 of the Companies Act 1985 provides as follows:

         727.  Power of court to grant relief in certain cases.

         (1) If in proceedings for negligence, default, breach of duty or breach
         of trust against an officer of a company or a person employed by a
         company as auditor (whether he is or is not an officer of the company)
         it appears to the court hearing the case that the 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 this appointment) he ought fairly to be excused
         for the negligence, default, breach


<PAGE>


         of duty or breach of trust, that court may relieve him, either wholly
         or partly, from his liability on such terms as it thinks fit.

         (2) If any such officer or person as above-mentioned has reason to
         apprehend that any claim will or might be made against him in respect
         of any negligence, default, breach of duty or breach of trust, he may
         apply to the court for relief; and the court on the application has the
         same power to relieve him as under this section it would have had if it
         had been a court before which proceedings against that person for
         negligence, default, breach of duty or breach of trust had been
         brought.

         (3) Where a case to which subsection (1) applies is being tried by a
         judge with a jury, the judge, after hearing the evidence may, if he is
         satisfied that the defendant or defender ought in pursuance of that
         subsection to be relieved either in whole or in part from the liability
         sought to be enforced against him, withdraw the case in whole or in
         part from the jury and forthwith direct judgment to be entered for the
         defendant or defender on such terms as to costs or otherwise as the
         judge may think proper.

Section 165 of the Registrant's Articles of Association provides:

              165. Subject to the provisions of the Companies Acts but without
         prejudice to any indemnity to which a director may otherwise be
         entitled, every director or other officer of the Registrant shall be
         indemnified out of the assets of the Registrant against all costs,
         charges, losses, expenses and liabilities incurred by him in the actual
         or purported execution and discharge of his duties or the actual or
         purported exercise of his powers or otherwise in relation thereto,
         including (but without limitation) any liability incurred by him in
         defending any proceedings, whether civil or criminal, in which judgment
         is given in his favour (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
         in which relief is granted to him by the court from liability for
         negligence, default, breach of duty or breach of trust in relation to
         the affairs of the Registrant.

United Kingdom law permits Registrants to purchase insurance for the benefit of
their directors and officers against liability. The Registrant's Articles of
Association permits the Registrant's board of directors to purchase and maintain
insurance for the benefit of any persons who are or were at any time directors,
officers, employees or auditors of the Registrant or its affiliates, including
insurance against any liability incurred by such persons in respect of any act
or omission in the actual or purported execution or discharge of their duties
or in the exercise or purported exercise of their powers or otherwise in
relation to their duties, powers or offices.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

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

5.1           Opinion of Freshfields Bruckhaus Deringer.

23.1          Consent of PricewaterhouseCoopers.

24.1          Powers of attorney.


<PAGE>


ITEM 9.  UNDERTAKINGS

A. INDEMNIFICATION

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 referred to 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 Act and will be governed by the final adjudication of
such issue.

B. SUBSEQUENT EXCHANGE ACT DOCUMENTS

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 Section 15(d) of the Securities
Exchange Act of 1934 and each filing of the plans' annual reports pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. OTHER

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 the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      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 Commission pursuant
      to Rule 424(b) if, in the aggregate, the changes in volume and price
      represented 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 the Registration Statement or any
      material change to such information in the Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.


<PAGE>


(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.

(4)  That it (i) will submit or has submitted the plans and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and (ii) has
made or will make all changes required by the IRS in order to qualify the plans.


                                   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 London on December 11, 2000.

                                    POWERGEN plc


                                    By: /s/ David Jackson
                                        ---------------------------------------
                                         Name:  David Jackson
                                         Title: General Counsel and Corporate
                                                Secretary


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on December 11, 2000, by the following persons in the
capacities indicated.

Signature                                Title

/s/ Edmund A. Wallis                     Chairman of the Board and Chief
--------------------------------         Executive Officer
       Edmund A. Wallis

               *                         Director*
--------------------------------
       Nicholas Baldwin

               *                         Director*
--------------------------------
 Peter Charles Fletcher Hickson

               *                         Director*
--------------------------------
        Roberto Quarta

               *                         Director*
--------------------------------
         Paul Myners

               *                         Director*
--------------------------------
   Frederick William Crawford


<PAGE>



                                    * By: /s/ David Jackson
                                          -------------------------------------
                                           David Jackson (Attorney-in-Fact)


** By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.

                                      By: /s/ Peter C.F. Hickson
                                          -------------------------------------
                                            Peter C.F. Hickson
                                           (Principal Financial Officer)


                                      By: /s/ Peter C.F. Hickson
                                          -------------------------------------
                                            Peter C.F. Hickson
                                           (Principal Accounting Officer)


                                      By:  /s/ John R. McCall
                                          -------------------------------------
                                           John R. McCall
                                           (Authorized U.S. representative)


<PAGE>


                                  Exhibit Index

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

5.1           Opinion of Freshfields Bruckhaus Deringer.

23.1          Consent of PricewaterhouseCoopers.

24.1          Powers of attorney.
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Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 11, 2000
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  POWERGEN PLC
             (Exact name of registrant as specified in its charter)

                                England and Wales
                         (State or other jurisdiction of
                         incorporation or organization)

                               53 New Broad Street
                                 London EC2M 1SL
                    (Address of principal executive offices)

                      POWERGEN LONG-TERM INCENTIVE PLAN FOR
                         EMPLOYEES OF LG&E ENERGY CORP.
                            (Full title of the plans)

                              John R. McCall, Esq.
        Executive Vice President, General Counsel and Corporate Secretary
                                LG&E Energy Corp.
                              220 West Main Street
                              Louisville, KY 40202
                               Tel: (502) 627-2000
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================
                                              PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED       REGISTERED (1)          SHARE (2)            PRICE (2)         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
Ordinary Shares,
nominal value 50
pence, to be                12,000,000              $8.34             $100,125,000          $26,433.00
evidenced by American
Depositary Shares
============================================================================================================
(1)      The number of Ordinary Shares of 50 pence per share of Powergen plc
         ("Ordinary Shares") being registered represents the estimated aggregate
         number of Ordinary Shares (to be evidenced by Powergen plc American
         Depositary Shares ("Powergen ADSs")) which will be issued pursuant to
         the Powergen Long-Term Incentive Plan for Employees of LG&E Energy
         Corp.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee. Such estimate is calculated pursuant to Rule
         457(h)(1) and Rule 457(c) under the Securities Act of 1933, as amended
         (the "Securities Act") based on the average of the high and low prices
         of the Powergen ADSs reported on the New York Stock Exchange on
         December 6, 2000. Such average price is divided by four for purposes of
         calculating the average price of one per Ordinary Share.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

As permitted by Rule 428 under the Securities Act and the Note to Part I of Form
S-8, this Registration Statement omits the information specified in Part I of
Form S-8. The documents containing the information specified in Part I will be
delivered to the participants of the plan covered by this Registration
Statement, as required by Rule 428(b). Such documents are not being filed with
the Securities and Exchange Commission (the "Commission") as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

As permitted by Rule 428 under the Securities Act and the Note to Part I of Form
S-8, this Registration Statement omits the information specified in Part I to be
contained in the Section 10(a) prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, as filed with the Securities and Exchange Commission,
are incorporated herein by reference:

(i)      The Registrant's Annual Report on Form 20-F for the fiscal year ended
         January 2, 2000.

(ii)     The description of the Registrant's Ordinary Shares, registered under
         Section 12 of the Exchange Act, contained in the Registrant's
         Registration Statement on Form F-1 (File no. 33-89104) filed under the
         Securities Act of 1933.

(iii)    The description of the Registrant's Ordinary Shares contained in the
         Registrant's Registration Statement on Form 8-A filed February 6, 1995
         pursuant to Section 12(b) of the Exchange Act, and any amendment or
         report filed for the purpose of updating such description.

         In addition, all filings on Form 20-F filed by the Registrant pursuant
to the Securities Exchange Act of 1934 after the date of this Registration
Statement are incorporated by reference in this Registration Statement from the
date of filing or furnishing such documents or reports.

         All documents filed by the Registrant or the plans pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Ordinary Shares registered herein has been passed upon by
Freshfields Bruckhaus Deringer.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

United Kingdom law does not permit a company to indemnify a director or 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 limited instances where, although he is liable, a court finds that 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.

Section 310 of the Companies Act 1985 (as amended by Section 137 of the
Companies Act 1989) provides as follows:

         310.     Provisions exempting officers and auditors from liability.

              (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 liability, or

                  (b) from indemnifying any such officer or auditor against any
                      liability incurred by him

                           (i) in defending any proceedings (whether civil or
                           criminal) in which judgment is given in his favor or
                           he is acquitted, or

                           (ii) in connection with any application under section
                           144(3) or (4) (acquisition of shares by innocent
                           nominee) or section 727 (general power to grant
                           relief in case of honest and reasonable conduct) in
                           which relief is granted to him by the court."

         Section 727 of the Companies Act 1985 provides as follows:

         727.  Power of court to grant relief in certain cases.

         (1) If in proceedings for negligence, default, breach of duty or breach
         of trust against an officer of a company or a person employed by a
         company as auditor (whether he is or is not an officer of the company)
         it appears to the court hearing the case that the 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 this appointment) he ought fairly to be excused
         for the negligence, default, breach
of duty or breach of trust, that court may relieve him, either wholly
         or partly, from his liability on such terms as it thinks fit.

         (2) If any such officer or person as above-mentioned has reason to
         apprehend that any claim will or might be made against him in respect
         of any negligence, default, breach of duty or breach of trust, he may
         apply to the court for relief; and the court on the application has the
         same power to relieve him as under this section it would have had if it
         had been a court before which proceedings against that person for
         negligence, default, breach of duty or breach of trust had been
         brought.

         (3) Where a case to which subsection (1) applies is being tried by a
         judge with a jury, the judge, after hearing the evidence may, if he is
         satisfied that the defendant or defender ought in pursuance of that
         subsection to be relieved either in whole or in part from the liability
         sought to be enforced against him, withdraw the case in whole or in
         part from the jury and forthwith direct judgment to be entered for the
         defendant or defender on such terms as to costs or otherwise as the
         judge may think proper.

Section 165 of the Registrant's Articles of Association provides:

              165. Subject to the provisions of the Companies Acts but without
         prejudice to any indemnity to which a director may otherwise be
         entitled, every director or other officer of the Registrant shall be
         indemnified out of the assets of the Registrant against all costs,
         charges, losses, expenses and liabilities incurred by him in the actual
         or purported execution and discharge of his duties or the actual or
         purported exercise of his powers or otherwise in relation thereto,
         including (but without limitation) any liability incurred by him in
         defending any proceedings, whether civil or criminal, in which judgment
         is given in his favour (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
         in which relief is granted to him by the court from liability for
         negligence, default, breach of duty or breach of trust in relation to
         the affairs of the Registrant.

United Kingdom law permits Registrants to purchase insurance for the benefit of
their directors and officers against liability. The Registrant's Articles of
Association permits the Registrant's board of directors to purchase and maintain
insurance for the benefit of any persons who are or were at any time directors,
officers, employees or auditors of the Registrant or its affiliates, including
insurance against any liability incurred by such persons in respect of any act
or omission in the actual or purported execution or discharge of their duties
or in the exercise or purported exercise of their powers or otherwise in
relation to their duties, powers or offices.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

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

5.1           Opinion of Freshfields Bruckhaus Deringer.

23.1          Consent of PricewaterhouseCoopers.

24.1          Powers of attorney.
ITEM 9.  UNDERTAKINGS

A. INDEMNIFICATION

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 referred to 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 Act and will be governed by the final adjudication of
such issue.

B. SUBSEQUENT EXCHANGE ACT DOCUMENTS

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 Section 15(d) of the Securities
Exchange Act of 1934 and each filing of the plans' annual reports pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. OTHER

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 the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      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 Commission pursuant
      to Rule 424(b) if, in the aggregate, the changes in volume and price
      represented 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 the Registration Statement or any
      material change to such information in the Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 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.

(4)  That it (i) will submit or has submitted the plans and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and (ii) has
made or will make all changes required by the IRS in order to qualify the plans.

                                   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 London on December 11, 2000.

                                    POWERGEN plc

                                    By: /s/ David Jackson
                                        ---------------------------------------
                                         Name:  David Jackson
                                         Title: General Counsel and Corporate
                                                Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on December 11, 2000, by the following persons in the
capacities indicated.

Signature                                Title

/s/ Edmund A. Wallis                     Chairman of the Board and Chief
--------------------------------         Executive Officer
       Edmund A. Wallis

               *                         Director*
--------------------------------
       Nicholas Baldwin

               *                         Director*
--------------------------------
 Peter Charles Fletcher Hickson

               *                         Director*
--------------------------------
        Roberto Quarta

               *                         Director*
--------------------------------
         Paul Myners

               *                         Director*
--------------------------------
   Frederick William Crawford
* By: /s/ David Jackson
                                          -------------------------------------
                                           David Jackson (Attorney-in-Fact)

** By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.

                                      By: /s/ Peter C.F. Hickson
                                          -------------------------------------
                                            Peter C.F. Hickson
                                           (Principal Financial Officer)

                                      By: /s/ Peter C.F. Hickson
                                          -------------------------------------
                                            Peter C.F. Hickson
                                           (Principal Accounting Officer)

                                      By:  /s/ John R. McCall
                                          -------------------------------------
                                           John R. McCall
                                           (Authorized U.S. representative)
Exhibit Index

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

5.1           Opinion of Freshfields Bruckhaus Deringer.

23.1          Consent of PricewaterhouseCoopers.

24.1          Powers of attorney.