As filed with the Securities and Exchange Commission on March 5, 2003

                                                  Registration No. 333-
                       ----------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  AMVESCAP PLC
             (Exact Name of Registrant as Specified in Its Charter)

England                                                 Not Applicable
-------                                                 --------------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

                               30 Finsbury Square
                                 London EC2A 1AG
                                     England
                   (Address, including Zip Code, of Principal
                               Executive Offices)

                THE AMVESCAP NO. 3 EXECUTIVE SHARE OPTION SCHEME
                            (Full Title of the Plan)

                              Robert F. McCullough
                             Chief Financial Officer
                                  AMVESCAP PLC
                        1315 Peachtree Street, Suite 500
                             Atlanta, Georgia 30309
                                 (404) 479-1095
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                                Erick Holt, Esq.
                                 General Counsel
                                  AMVESCAP PLC
                        1315 Peachtree Street, Suite 500
                             Atlanta, Georgia 30309
                                 (404) 479-1095
<PAGE>

                                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of securities     Amount to be         Proposed            Proposed maximum                Amount of
   to be registered       registered          maximum          aggregate offering price       registration fee
                                           offering price
                                             per share
<S>                      <C>                 <C>                   <C>                         <C>
Ordinary Shares          36,688,490 (1)      $7.60 (2)             $278,902,333.44 (2)         $25,659.01 (3)
Issuable Under
the AMVESCAP
No. 3 Executive
Share
Option Scheme
</TABLE>


(1)  Together with an indeterminate additional number of Ordinary Shares which
     may be issuable pursuant to the anti-dilution provisions of the Plan.
     Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement shall be deemed to cover any additional
     securities to be offered or issued in connection with stock splits, stock
     dividends or similar transactions.

(2)  Estimated for the purpose of computing the  registration  fee.  Pursuant to
     Rule 457(h) under the Securities  Act, with respect to 36,188,490  Ordinary
     Shares issuable under outstanding options granted pursuant to the Plan, the
     Proposed Maximum  Aggregate  Offering Price is based on the prices at which
     the options may be exercised. Pursuant to Rule 457(c) and Rule 457(h) under
     the  Securities  Act,  with  respect to 500,000  Ordinary  Shares  issuable
     pursuant  to future  grants  of  options  under  the Plan,  as to which the
     offering price is not known, the Proposed Maximum Aggregate  Offering Price
     was determined  based on the average of the high and low prices of Ordinary
     Shares as reported on the London  Stock  Exchange as of February  26, 2003.
     The  Proposed  Maximum  Offering  Price Per Share is the  weighted  average
     exercise  price of the  Ordinary  Shares  registered  on this  Registration
     Statement.

(3)  Pursuant to Rule 457(p) under the Securities Act, the  registration  fee of
     $25,659.01  is offset in part by the  filing fee of  $12,027.21  previously
     paid with respect to certain  Ordinary Shares  registered on our previously
     filed registration  statement on Form S-8, File Number 333-10602,  filed on
     July 16,  1999  (the  "Prior  Registration  Statement"),  which  have  been
     deregistered  by the  filing  of a  post-effective  amendment  to the Prior
     Registration Statement on the date hereof.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information

     Not required to be filed with the Commission.

Item 2.       Registrant Information and Employee Plan Annual Information

     Not required to be filed with the Commission.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.       Incorporation of Documents by Reference

     The following  documents are incorporated by reference in this Registration
Statement and are deemed to be a part hereof from the date of the filing of such
documents:

     (a) Our Annual Report on Form 20-F for the fiscal year ended December 31,
2001, filed on April 4, 2002, which contains our audited financial statements
for the year ended December 31, 2001.

     (b) All other reports we have filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since December 31,
2001.

     (c) The description of our Ordinary Shares in the section entitled
"Description of Securities" of our Registration Statement on Form F-3 (File No.
333-8680).

     All documents subsequently filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing
of a post-effective amendment which indicates that all securities offered
pursuant to this Registration Statement have been sold or which deregisters all
securities that remain unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in any document, all or a portion of
which is 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 or incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

     The financial statements included in our Annual Report on Form 20-F for the
fiscal year ended December 31, 2001 were audited by Arthur Andersen
("Andersen"). After reasonable efforts, we have not been able to obtain the
consent of Andersen to the incorporation by reference of its audit report dated
March 8, 2002 into this Registration Statement. Under these circumstances, Rule
437a under the Securities Act permits this Registration Statement to be filed
without a written consent from Andersen. The absence of such written consent
from Andersen may limit a shareholder's ability to assert claims against
Andersen under Section 11(a) of the Securities Act for any untrue statement of a
material fact contained in the financial statements audited by Andersen or any
omissions to state a material fact required to be stated therein.

Item 4.       Description of Securities

     Not applicable.

Item 5.       Interests of Named Experts and Counsel

     Not applicable.

Item 6.       Indemnification of Directors and Officers

     Except as hereinafter provided, there is no provision of our Memorandum or
Articles of Association or any contract, arrangement or statute under which any
of our directors, managing directors, managers, officers or auditors are insured
or indemnified in any manner against any liability that he may incur in his
capacity as such.
<PAGE>

     Our Articles of Association provide that, subject to the provisions of the
Companies Act of 1985, each of our directors, managing directors, managers,
officers and auditors shall be indemnified by us against all costs, charges,
expenses, losses or liabilities incurred by him in the execution of the duties
of his office or otherwise relating to his office, including liabilities
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favor, or in which he is acquitted or in
connection with any application in which relief is granted to him by the court.

     Our Articles of Association also provide that we may purchase and maintain
insurance for any of our directors, managing directors, managers, officers or
auditors against any liabilities, including any which may attach to him in
respect of any negligence, default, breach of duty or breach of trust that he
may be guilty of in relation to us. We maintain such policies of insurance on
our directors and officers.

Item 7.       Exemption from Registration Claimed

     Not applicable.

Item 8.       Exhibits

4.1  Memorandum of Association of AMVESCAP, incorporated by reference to exhibit
     1.1 to AMVESCAP's Annual Report on Form 20-F for the year ended December
     31, 2001, filed with the Commission on April 4, 2002.

4.2  Articles of Association of AMVESCAP.

4.3  Form of Certificate for Ordinary Shares of AMVESCAP, incorporated by
     reference to exhibit 4.5 to AMVESCAP's registration statement on Form
     F-3/F-1 (file nos. 333-5990 and 333-5990-01), filed with the Commission on
     November 21, 1996.

5.   Opinion of Ashurst Morris Crisp.

23.1 Consent of Arthur Andersen (omitted pursuant to Rule 437a under the
     Securities Act).

23.2 Consent of Ashurst Morris Crisp (included in Exhibit 5).

24   Power of Attorney (included on signature page).

99.1 The AMVESCAP No. 3 Executive Share Option Scheme.

Item 9.       Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
          of the securities  registered  hereby, a  post-effective  amendment to
          this registration  statement 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.

          (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.
<PAGE>
          (3) To remove from registration by means of a post-effective amendment
          any of the  securities  being  registered  which remain  unsold at the
          termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of the
annual report of the employee benefit plan referenced herein pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering such securities at
that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  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  of 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.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 28th day of
February, 2003.

                                             AMVESCAP PLC


                                              By: /s/ Robert F. McCullough
                                                  ------------------------
                                                  Robert F. McCullough
                                                  Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of AMVESCAP PLC hereby severally constitute Robert F. McCullough,
Erick Holt and Jeffrey Kupor and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement filed
herewith and any and all amendments to said registration statement, including
any registration statement filed pursuant to Rule 462(b), and generally to do
all such things in our names and in our capacities as officers and directors to
enable AMVESCAP PLC to comply with the provisions of the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signature as they may be signed by our said attorneys, or any
of them, to said registration statement and any and all amendments thereto.

     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 February 28, 2003:


             Name                  Title
             ----                  -----
/s/      Charles W. Brady          Executive Chairman, Board of Directors; Chief
-----------------------------      Executive Officer
Charles W. Brady                   (principal executive officer)


/s/      Rex D. Adams              Non-Executive Director
-----------------------------
Rex D. Adams

/s/      John Banham               Non-Executive Director
-----------------------------
Sir John Banham

/s/      Michael D. Benson         Vice Chairman, Board of Directors
-----------------------------
The Hon. Michael D. Benson

/s/      Joseph R. Canion          Non-Executive Director
-----------------------------
Joseph R. Canion

/s/      Michael J. Cemo           Director
-----------------------------
Michael J. Cemo

/s/      Gary T. Crum              Director
-----------------------------
Gary T. Crum
<PAGE>

/s/      Robert H. Graham          Vice Chairman, Board of Directors
-----------------------------
Robert H. Graham

/s/      Hubert J. Harris, Jr.     Director
-----------------------------
Hubert L. Harris, Jr.

/s/      Denis Kessler             Non-Executive Director
-----------------------------
Denis Kessler

/s/      Bevis Longstreth          Non-Executive Director
-----------------------------
Bevis Longstreth

/s/      Robert F. McCullough      Director; Chief Financial Officer
-----------------------------      (principal financial and accounting officer)
Robert F. McCullough

/s/      Stephen K. West           Non-Executive Director
-----------------------------
Stephen K. West


Authorized Representative in the United States:

/s/      Robert F. McCullough
-----------------------------
Name:    Robert F. McCullough
Title:   Director; Chief Financial Officer
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No.       Description
----------        -----------
<S>               <C>

4.1               Memorandum of Association of AMVESCAP, incorporated by reference to exhibit 1.1 to AMVESCAP's
                  Annual Report on Form 20-F for the year ended December 31, 2001, filed with the Commission on
                  April 4, 2002.

4.2               Articles of  Association  of  AMVESCAP.

4.3               Form of Certificate  for Ordinary  Shares of AMVESCAP,  incorporated  by reference to exhibit 4.5
                  to  AMVESCAP's  registration  statement on Form  F-3/F-1  (file nos.  333-5990 and  333-5990-01),
                  filed with the Commission on November 21, 1996.

5.                Opinion of Ashurst Morris Crisp.

23.1              Consent of Arthur Andersen (omitted pursuant to Rule 437a under the Securities Act).

23.2              Consent of Ashurst Morris Crisp (included in Exhibit 5).

24                Power of Attorney (included on signature page).

99.1              The AMVESCAP No. 3 Executive Share Option Scheme.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "feb1003s8-1.txt", "description": "FORM S-8", "secsgml_size_bytes": 18228}]
{"company-data": {"conformed-name": "AMVESCAP PLC/LONDON/", "cik": "0000914208", "assigned-sic": "6282", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103609", "film-number": "03593197"}, "business-address": {"street1": "11 DEVONSHIRE SQUARE", "street2": "LONDON EC2M 4YR", "city": "ENGLAND", "state": "X0", "phone": "442076263434"}, "mail-address": {"street1": "11 DEVONSHIRE SQUARE", "street2": "LONDON EC2M 4YR", "city": "ENGLAND"}, "former-company": [{"former-conformed-name": "INVESCO PLC /LONDON", "date-changed": "19940107"}, {"former-conformed-name": "AMVESCO PLC /LONDON/", "date-changed": "19970612"}, {"former-conformed-name": "AMVESCAP /LONDON/", "date-changed": "19971121"}]}
As filed with the Securities and Exchange Commission on March 5, 2003

                                                  Registration No. 333-
                       ----------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  AMVESCAP PLC
             (Exact Name of Registrant as Specified in Its Charter)

England                                                 Not Applicable
-------                                                 --------------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

                               30 Finsbury Square
                                 London EC2A 1AG
                                     England
                   (Address, including Zip Code, of Principal
                               Executive Offices)

                THE AMVESCAP NO. 3 EXECUTIVE SHARE OPTION SCHEME
                            (Full Title of the Plan)

                              Robert F. McCullough
                             Chief Financial Officer
                                  AMVESCAP PLC
                        1315 Peachtree Street, Suite 500
                             Atlanta, Georgia 30309
                                 (404) 479-1095
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                                Erick Holt, Esq.
                                 General Counsel
                                  AMVESCAP PLC
                        1315 Peachtree Street, Suite 500
                             Atlanta, Georgia 30309
                                 (404) 479-1095
CALCULATION OF REGISTRATION FEE
Title of securities     Amount to be         Proposed            Proposed maximum                Amount of
   to be registered       registered          maximum          aggregate offering price       registration fee
                                           offering price
                                             per share
Ordinary Shares          36,688,490 (1)      $7.60 (2)             $278,902,333.44 (2)         $25,659.01 (3)
Issuable Under
the AMVESCAP
No. 3 Executive
Share
Option Scheme
(1)  Together with an indeterminate additional number of Ordinary Shares which
     may be issuable pursuant to the anti-dilution provisions of the Plan.
     Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement shall be deemed to cover any additional
     securities to be offered or issued in connection with stock splits, stock
     dividends or similar transactions.

(2)  Estimated for the purpose of computing the  registration  fee.  Pursuant to
     Rule 457(h) under the Securities  Act, with respect to 36,188,490  Ordinary
     Shares issuable under outstanding options granted pursuant to the Plan, the
     Proposed Maximum  Aggregate  Offering Price is based on the prices at which
     the options may be exercised. Pursuant to Rule 457(c) and Rule 457(h) under
     the  Securities  Act,  with  respect to 500,000  Ordinary  Shares  issuable
     pursuant  to future  grants  of  options  under  the Plan,  as to which the
     offering price is not known, the Proposed Maximum Aggregate  Offering Price
     was determined  based on the average of the high and low prices of Ordinary
     Shares as reported on the London  Stock  Exchange as of February  26, 2003.
     The  Proposed  Maximum  Offering  Price Per Share is the  weighted  average
     exercise  price of the  Ordinary  Shares  registered  on this  Registration
     Statement.

(3)  Pursuant to Rule 457(p) under the Securities Act, the  registration  fee of
     $25,659.01  is offset in part by the  filing fee of  $12,027.21  previously
     paid with respect to certain  Ordinary Shares  registered on our previously
     filed registration  statement on Form S-8, File Number 333-10602,  filed on
     July 16,  1999  (the  "Prior  Registration  Statement"),  which  have  been
     deregistered  by the  filing  of a  post-effective  amendment  to the Prior
     Registration Statement on the date hereof.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information

     Not required to be filed with the Commission.

Item 2.       Registrant Information and Employee Plan Annual Information

     Not required to be filed with the Commission.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

     The following  documents are incorporated by reference in this Registration
Statement and are deemed to be a part hereof from the date of the filing of such
documents:

     (a) Our Annual Report on Form 20-F for the fiscal year ended December 31,
2001, filed on April 4, 2002, which contains our audited financial statements
for the year ended December 31, 2001.

     (b) All other reports we have filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since December 31,
2001.

     (c) The description of our Ordinary Shares in the section entitled
"Description of Securities" of our Registration Statement on Form F-3 (File No.
333-8680).

     All documents subsequently filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing
of a post-effective amendment which indicates that all securities offered
pursuant to this Registration Statement have been sold or which deregisters all
securities that remain unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in any document, all or a portion of
which is 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 or incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

     The financial statements included in our Annual Report on Form 20-F for the
fiscal year ended December 31, 2001 were audited by Arthur Andersen
("Andersen"). After reasonable efforts, we have not been able to obtain the
consent of Andersen to the incorporation by reference of its audit report dated
March 8, 2002 into this Registration Statement. Under these circumstances, Rule
437a under the Securities Act permits this Registration Statement to be filed
without a written consent from Andersen. The absence of such written consent
from Andersen may limit a shareholder's ability to assert claims against
Andersen under Section 11(a) of the Securities Act for any untrue statement of a
material fact contained in the financial statements audited by Andersen or any
omissions to state a material fact required to be stated therein.

Item 4.       Description of Securities

     Not applicable.

Item 5.       Interests of Named Experts and Counsel

     Not applicable.

Item 6.       Indemnification of Directors and Officers

     Except as hereinafter provided, there is no provision of our Memorandum or
Articles of Association or any contract, arrangement or statute under which any
of our directors, managing directors, managers, officers or auditors are insured
or indemnified in any manner against any liability that he may incur in his
capacity as such.
Our Articles of Association provide that, subject to the provisions of the
Companies Act of 1985, each of our directors, managing directors, managers,
officers and auditors shall be indemnified by us against all costs, charges,
expenses, losses or liabilities incurred by him in the execution of the duties
of his office or otherwise relating to his office, including liabilities
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favor, or in which he is acquitted or in
connection with any application in which relief is granted to him by the court.

     Our Articles of Association also provide that we may purchase and maintain
insurance for any of our directors, managing directors, managers, officers or
auditors against any liabilities, including any which may attach to him in
respect of any negligence, default, breach of duty or breach of trust that he
may be guilty of in relation to us. We maintain such policies of insurance on
our directors and officers.

Item 7.       Exemption from Registration Claimed

     Not applicable.

Item 8.       Exhibits

4.1  Memorandum of Association of AMVESCAP, incorporated by reference to exhibit
     1.1 to AMVESCAP's Annual Report on Form 20-F for the year ended December
     31, 2001, filed with the Commission on April 4, 2002.

4.2  Articles of Association of AMVESCAP.

4.3  Form of Certificate for Ordinary Shares of AMVESCAP, incorporated by
     reference to exhibit 4.5 to AMVESCAP's registration statement on Form
     F-3/F-1 (file nos. 333-5990 and 333-5990-01), filed with the Commission on
     November 21, 1996.

5.   Opinion of Ashurst Morris Crisp.

23.1 Consent of Arthur Andersen (omitted pursuant to Rule 437a under the
     Securities Act).

23.2 Consent of Ashurst Morris Crisp (included in Exhibit 5).

24   Power of Attorney (included on signature page).

99.1 The AMVESCAP No. 3 Executive Share Option Scheme.

Item 9.       Undertakings

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
          of the securities  registered  hereby, a  post-effective  amendment to
          this registration  statement 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.

          (2) That,  for the  purpose of  determining  any  liability  under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
          any of the  securities  being  registered  which remain  unsold at the
          termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of the
annual report of the employee benefit plan referenced herein pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering such securities at
that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  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  of 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 28th day of
February, 2003.

                                             AMVESCAP PLC

                                              By: /s/ Robert F. McCullough
                                                  ------------------------
                                                  Robert F. McCullough
                                                  Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of AMVESCAP PLC hereby severally constitute Robert F. McCullough,
Erick Holt and Jeffrey Kupor and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement filed
herewith and any and all amendments to said registration statement, including
any registration statement filed pursuant to Rule 462(b), and generally to do
all such things in our names and in our capacities as officers and directors to
enable AMVESCAP PLC to comply with the provisions of the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signature as they may be signed by our said attorneys, or any
of them, to said registration statement and any and all amendments thereto.

     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 February 28, 2003:

             Name                  Title
             ----                  -----
/s/      Charles W. Brady          Executive Chairman, Board of Directors; Chief
-----------------------------      Executive Officer
Charles W. Brady                   (principal executive officer)

/s/      Rex D. Adams              Non-Executive Director
-----------------------------
Rex D. Adams

/s/      John Banham               Non-Executive Director
-----------------------------
Sir John Banham

/s/      Michael D. Benson         Vice Chairman, Board of Directors
-----------------------------
The Hon. Michael D. Benson

/s/      Joseph R. Canion          Non-Executive Director
-----------------------------
Joseph R. Canion

/s/      Michael J. Cemo           Director
-----------------------------
Michael J. Cemo

/s/      Gary T. Crum              Director
-----------------------------
Gary T. Crum
/s/      Robert H. Graham          Vice Chairman, Board of Directors
-----------------------------
Robert H. Graham

/s/      Hubert J. Harris, Jr.     Director
-----------------------------
Hubert L. Harris, Jr.

/s/      Denis Kessler             Non-Executive Director
-----------------------------
Denis Kessler

/s/      Bevis Longstreth          Non-Executive Director
-----------------------------
Bevis Longstreth

/s/      Robert F. McCullough      Director; Chief Financial Officer
-----------------------------      (principal financial and accounting officer)
Robert F. McCullough

/s/      Stephen K. West           Non-Executive Director
-----------------------------
Stephen K. West

Authorized Representative in the United States:

/s/      Robert F. McCullough
-----------------------------
Name:    Robert F. McCullough
Title:   Director; Chief Financial Officer
EXHIBIT INDEX
Exhibit No.       Description
----------        -----------
4.1               Memorandum of Association of AMVESCAP, incorporated by reference to exhibit 1.1 to AMVESCAP's
                  Annual Report on Form 20-F for the year ended December 31, 2001, filed with the Commission on
                  April 4, 2002.

4.2               Articles of  Association  of  AMVESCAP.

4.3               Form of Certificate  for Ordinary  Shares of AMVESCAP,  incorporated  by reference to exhibit 4.5
                  to  AMVESCAP's  registration  statement on Form  F-3/F-1  (file nos.  333-5990 and  333-5990-01),
                  filed with the Commission on November 21, 1996.

5.                Opinion of Ashurst Morris Crisp.

23.1              Consent of Arthur Andersen (omitted pursuant to Rule 437a under the Securities Act).

23.2              Consent of Ashurst Morris Crisp (included in Exhibit 5).

24                Power of Attorney (included on signature page).

99.1              The AMVESCAP No. 3 Executive Share Option Scheme.