As filed with the Securities and Exchange Commission on August 25, 2000

                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
                                      1933
                       HUNTINGDON LIFE SCIENCES GROUP plc
             (Exact name of registrant as specified in its charter)

England and Wales                                  Not Applicable
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)
                    -----------------------------------------
                                  Woolley Road
                              Alconbury, Huntingdon
                                     PE175HS
                             Cambridgeshire, England
                                 +44 1480 892000
          (Address of Issuer's Principal Executive Offices) (Zip Code)
                         HUNTINGDON LIFE SCIENCES, INC.
                           SAVINGS AND INVESTMENT PLAN
                            (Full title of the plan)
                                 Graham Mitchell
                             Chief Financial Officer
                         Huntingdon Life Sciences, Inc.
                                  P.O. Box 2360
                                  Mettlers Road
                      East Millstone, New Jersey 08875-2360
                     (Name and address of agent for service)
                                 (732) 873-2550
          (Telephone number, including area code, of agent for service)
                              --------------------
                                    Copy to:
                            Bruce A. Gutenplan, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                             New York, NY 10019-6064
                                 (212) 373-3000
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

============================== ===================== ======================== ======================== ========================
                                                        Proposed Maximum         Proposed Maximum
          Title of                 Amount to be          Offering Price         Aggregate Offering            Amount of
 Securities to be Registered        Registered            Per Share (3)              Price (3)          Registration Fee (3)
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
<S>                           <C>                    <C>                      <C>                      <C>
Ordinary Shares, par value     2,500,000 shares
5 pence per share              (1) (2)                 $11.916                   $29,790,000             $7,865
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
Participation Interests in
Huntingdon Life Sciences,
Inc. Savings and Investment            (4)                     (5)                        (5)             $0.00
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
<FN>

(1)      Consists of Ordinary Shares  (including  Ordinary Shares in the form of
         American Depositary Shares evidenced by American  Depositary  Receipts,
         each of which  represents  the right to  receive  twenty-five  Ordinary
         Shares) to be made available under the Plan.  Such American  Depositary
         Shares  have  been  registered  pursuant  to  a  separate  Registration
         Statement on Form F-6 (Registration Statement No. 333-11922).
(2)      Pursuant  to  Rule  416  under  the  Securities   Act  of  1933,   this
         Registration   Statement  shall  be  deemed  to  cover  any  additional
         securities to be offered or issued from stock splits,  stock  dividends
         or similar transactions.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule 457(c) and Rule 457(h)  under the  Securities  Act of
         1933. The estimate is based upon the average of the high and low prices
         for the Ordinary  Shares quoted on the London Stock  Exchange on August
         24,  2000 and on an  exchange  rate of  (pound)1  to $1.4806,  the noon
         buying  rate in New York City for  cable  transfers  payable  in pounds
         sterling as certified for customs  purposes by the Federal Reserve Bank
         of New York on August 24, 2000.
(4)      Pursuant  to  Rule  416(c)  under  the  Securities  Act of  1933,  this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the Plan.
(5)      Not applicable.
</FN>
</TABLE>

<PAGE>

                                EXPLANATORY NOTE

                  The Section  10(a)  prospectus  being  delivered by Huntingdon
Life Sciences Group plc (the  "Company") to  participants in the Huntingdon Life
Sciences,  Inc. Savings and Investment Plan (the "Plan") as required by Rule 428
under the  Securities  Act of 1933, as amended,  has been prepared in accordance
with the  requirements of Form S-8 and relates to Ordinary  Shares,  par value 5
pence per share, in the form of American Depositary Shares evidenced by American
Depositary Receipts (the "Shares"), reserved for issuance in connection with the
Plan. The Plan information  required in the Section 10(a) prospectus is included
in documents  being  maintained and delivered by the Company as required by Rule
428 under the Securities Act of 1933. The Company shall provide to  participants
in the  Plan a  written  statement  advising  them of the  availability  without
charge,  upon written or oral request,  of documents  incorporated  by reference
herein, as is required by Item 2 of Part I of Form S-8.



<PAGE>


                                     PART I

                             INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Not required to be filed in the Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed in the Registration Statement.

                                    PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

1.       The Company's Annual Report on Form 10-K for the year ended December
31, 1999, which contains a description of the Shares, including any amendment
or report filed for the purpose of updating such description;

2.       The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000; and

3.       The Company's Registration Statement on Form F-6 (Registration
Statement No. 333-11922), dated May 8, 2000, as amended by a Post-Effective
Amendment on July 10, 2000.

                  All documents filed by the Company  pursuant to Section 13(a),
13(c),  14 or  15(d)  of the  Securities  Exchange  Act  of  1934,  as  amended,
subsequent  to the date  hereof  and  prior to the  filing  of a  post-effective
amendment  which  indicates  that all  securities  registered  pursuant  to this
Registration  Statement have been sold or which  deregister all securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a 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 documents 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,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  The  Companies  Act of 1985 of Great Britain (as amended) (the
"Companies  Act") permits the  indemnification  of directors and officers  under
certain circumstances.

                  The relevant  provisions  of the Companies Act are Section 310
and Section 727, which provide:

                  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
                                    such 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 the case of
                                          honest and  reasonable  conduct)  in
                                          which  relief is  granted  to him by
                                          the court.

                  727.  Power of Court to grant relief in certain cases

                  (1) If in any proceedings for negligence,  default,  breach of
duty or breach of trust against an officer of a company or a person  employed by
a company as an auditor  (whether he is or is not an officer of the  company) it
appears to the court hearing the case that officer or person is or may be liable
in respect of the negligence,  default,  breach of duty or breach of trust,  but
that he has acted  honestly and  reasonably,  and that having  regard to all the
circumstances  of the case (including  those connected with his  appointment) he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust,  that  court may  relieve  him,  either  wholly  or  partly,  from his
liability on such terms as it thinks fits.

                  (2) If any 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 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  sub-section  (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
sub-section 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.

                  The  Registrant's  Articles of Association  provide as follows
regarding  indemnification  by the  Company of  directors  and  officers  of the
Company.

                  Article  171  of  the  Registrant's  Articles  of  Association
provides that,  subject to the provisions of the Companies Act, every  director,
alternate director,  auditor, secretary or other officer of the Company shall be
entitled to be indemnified by the Company  against all costs,  charges,  losses,
expenses and liabilities  incurred by him in the execution  and/or  discharge of
his duties  and/or the  exercise of his powers  and/or  otherwise or in relation
thereto or in connection with his duties,  powers of 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 Company and in which judgment is given in his favour (or the  proceedings
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.

                  Article  108  of  the  Registrant's  Articles  of  Association
provides  that,  without  prejudice to the  provisions of Article 171, the Board
shall have the 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 of
the Company,  of any other company which is its holding  company or in which the
Company or such holding  company has any interest  whether direct or indirect or
which  is in any  way  allied  to or  associated  with  the  Company,  or of any
subsidiary  undertaking of the Company or of any such other company,  or who are
or were at any time  trustees  of any  pension  fund in which  employees  of the
Company or of any other such 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 Company or any other such
company, subsidiary undertaking or pension fund.

                  The  Company's  directors  and  officers  are insured  against
certain  liabilities  which  they may incur in their  capacity  as such  under a
liability insurance policy carried by the Company.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

4.1     --    Memorandum of Association of the Company */
                                                       -

4.2     --    Articles of Association of the Company*/
                                                    -

4.3     --    Form of Deposit Agreement **/
                                        --

5.1     --    Opinion of Charles Russell as to the legality of ordinary shares
              being registered ***/

23.1    --    Consent of Deloitte & Touche***/
                                          ---

23.2    --    Consent of Arthur Andersen***/
                                        ---

23.3    --    Consent of Charles Russell (included in Exhibit 5.1)


24.1    --    Power of Attorney (included on Signature Page)

-------------------
*/  Incorporated  by reference to Exhibit 3.1 to the Company's  Annual Report on
-   Form 10-K for the year ended December 31, 1999.

**/ Incorporated by reference to Exhibit A to the  Company's  Registration
--  Statement  on Form F-6  (Registration Statement No. 333-11922), dated
    May 15, 2000.

***/ Filed herewith.
---

                  The Company  hereby  undertakes  to submit a copy of the Plan,
and any amendments  thereto, to the Internal Revenue Service ("IRS") in a timely
manner.  Furthermore,  the Company hereby undertakes to make any and all changes
required by the IRS in order to qualify the Plan.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)   To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To  reflect  in the  prospectus  any  facts or events
               arising after the effective date of 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 the  Securities  and  Exchange
               Commission   pursuant  to  Rule  424(b)  if,  in  the
               aggregate,  the changes in volume and price represent
               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  (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 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.

(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, as amended,  that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the registrant's Certificate of Incorporation or by-laws,
by contract,  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.




<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of London, on August 25, 2000.


                            HUNTINGDON LIFE SCIENCES GROUP plc



                       By:  /s/ Andrew Baker
                           ------------------------------------------------
                            Andrew Baker
                            Chairman


                  We, the undersigned  officers and directors of Huntingdon Life
Sciences Group plc, hereby severally  constitute  Andrew Baker, and each of them
singly, our true and lawful attorneys-in-fact with full power to sign for us and
in our  names  in the  capacities  indicated  below,  any  and  all  amendments,
including  post-effective   amendments,  to  this  Registration  Statement,  and
generally do all such things in our name and behalf in such capacities to enable
Huntingdon  Life Sciences Group plc to comply with the applicable  provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and Exchange Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorney to any and all such amendments.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>

   Signatures               Title                                   Date
<S>                        <C>                                      <C>
/s/ Andrew Baker
   Andrew Baker             Director (Principal Executive Officer)   August 25, 2000


/s/ Julian Griffiths
 Julian Griffiths           Director (Principal Financial and        August 25, 2000
                            Accounting Officer)


/s/ Gabor Balthazar
  Gabor Balthazar           Director                                 August 25, 2000


 /s/ Frank Bonner
   Frank Bonner             Director                                 August 25, 2000


 /s/ John Caldwell
   John Caldwell            Director                                 August 25, 2000


 /s/ Brian Cass
    Brian Cass              Director                                 August 25, 2000


 /s/ Kirby Cramer
   Kirby Cramer             Director                                 August 25, 2000


 /s/ Joseph Dowling III
  Joseph Dowling III        Director                                 August 25, 2000


 /s/ Mark L. Bibi
   Mark L. Bibi             Authorized U.S.                          August 25, 2000
                            Representative

</TABLE>


<PAGE>


                  Pursuant to the  requirements  of the  Securities Act of 1933,
the trustees (or other persons who administer the Huntingdon Life Sciences, Inc.
Savings and Investment Plan) have duly caused this Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of East Milltsone, State of New Jersey, on August 8, 2000.


                HUNTINGDON LIFE SCIENCES, INC. SAVINGS AND INVESTMENT PLAN



                By:  /s/ Graham Mitchell
                     Graham Mitchell
                     Plan Administrator


<PAGE>

                                INDEX TO EXHIBITS

                                                               Sequential Page
  Exhibits                                                         Number

5.1   --   Opinion of Charles Russell as to the legality of
           ordinary shares being registered

23.1  --   Consent of Deloitte & Touche

23.2  --   Consent of Arthur Andersen
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "PERTAINING TO THE SAVINGS AND INVESTMENT PLAN", "secsgml_size_bytes": 26289}]
{"company-data": {"conformed-name": "HUNTINGDON LIFE SCIENCES GROUP PLC", "cik": "0000718083", "assigned-sic": "8711", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44712", "film-number": "711851"}, "business-address": {"street1": "HUNTINGDON RESEARCH CENTRE", "street2": "WOOLLEY ROAD ALCONBURY HUNTINGDON", "city": "CAMBRIDGESHIRE ENGLA", "state": "X0", "phone": "2123733000"}, "former-company": {"former-conformed-name": "HUNTINGDON INTERNATIONAL HOLDINGS PLC", "date-changed": "19950105"}}
As filed with the Securities and Exchange Commission on August 25, 2000

                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
                                      1933
                       HUNTINGDON LIFE SCIENCES GROUP plc
             (Exact name of registrant as specified in its charter)

England and Wales                                  Not Applicable
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)
                    -----------------------------------------
                                  Woolley Road
                              Alconbury, Huntingdon
                                     PE175HS
                             Cambridgeshire, England
                                 +44 1480 892000
          (Address of Issuer's Principal Executive Offices) (Zip Code)
                         HUNTINGDON LIFE SCIENCES, INC.
                           SAVINGS AND INVESTMENT PLAN
                            (Full title of the plan)
                                 Graham Mitchell
                             Chief Financial Officer
                         Huntingdon Life Sciences, Inc.
                                  P.O. Box 2360
                                  Mettlers Road
                      East Millstone, New Jersey 08875-2360
                     (Name and address of agent for service)
                                 (732) 873-2550
          (Telephone number, including area code, of agent for service)
                              --------------------
                                    Copy to:
                            Bruce A. Gutenplan, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                             New York, NY 10019-6064
                                 (212) 373-3000

                         CALCULATION OF REGISTRATION FEE
============================== ===================== ======================== ======================== ========================
                                                        Proposed Maximum         Proposed Maximum
          Title of                 Amount to be          Offering Price         Aggregate Offering            Amount of
 Securities to be Registered        Registered            Per Share (3)              Price (3)          Registration Fee (3)
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
Ordinary Shares, par value     2,500,000 shares
5 pence per share              (1) (2)                 $11.916                   $29,790,000             $7,865
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
Participation Interests in
Huntingdon Life Sciences,
Inc. Savings and Investment            (4)                     (5)                        (5)             $0.00
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
(1)      Consists of Ordinary Shares  (including  Ordinary Shares in the form of
         American Depositary Shares evidenced by American  Depositary  Receipts,
         each of which  represents  the right to  receive  twenty-five  Ordinary
         Shares) to be made available under the Plan.  Such American  Depositary
         Shares  have  been  registered  pursuant  to  a  separate  Registration
         Statement on Form F-6 (Registration Statement No. 333-11922).
(2)      Pursuant  to  Rule  416  under  the  Securities   Act  of  1933,   this
         Registration   Statement  shall  be  deemed  to  cover  any  additional
         securities to be offered or issued from stock splits,  stock  dividends
         or similar transactions.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule 457(c) and Rule 457(h)  under the  Securities  Act of
         1933. The estimate is based upon the average of the high and low prices
         for the Ordinary  Shares quoted on the London Stock  Exchange on August
         24,  2000 and on an  exchange  rate of  (pound)1  to $1.4806,  the noon
         buying  rate in New York City for  cable  transfers  payable  in pounds
         sterling as certified for customs  purposes by the Federal Reserve Bank
         of New York on August 24, 2000.
(4)      Pursuant  to  Rule  416(c)  under  the  Securities  Act of  1933,  this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the Plan.
(5)      Not applicable.
EXPLANATORY NOTE

                  The Section  10(a)  prospectus  being  delivered by Huntingdon
Life Sciences Group plc (the  "Company") to  participants in the Huntingdon Life
Sciences,  Inc. Savings and Investment Plan (the "Plan") as required by Rule 428
under the  Securities  Act of 1933, as amended,  has been prepared in accordance
with the  requirements of Form S-8 and relates to Ordinary  Shares,  par value 5
pence per share, in the form of American Depositary Shares evidenced by American
Depositary Receipts (the "Shares"), reserved for issuance in connection with the
Plan. The Plan information  required in the Section 10(a) prospectus is included
in documents  being  maintained and delivered by the Company as required by Rule
428 under the Securities Act of 1933. The Company shall provide to  participants
in the  Plan a  written  statement  advising  them of the  availability  without
charge,  upon written or oral request,  of documents  incorporated  by reference
herein, as is required by Item 2 of Part I of Form S-8.
PART I

                             INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Not required to be filed in the Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed in the Registration Statement.

                                    PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

1.       The Company's Annual Report on Form 10-K for the year ended December
31, 1999, which contains a description of the Shares, including any amendment
or report filed for the purpose of updating such description;

2.       The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000; and

3.       The Company's Registration Statement on Form F-6 (Registration
Statement No. 333-11922), dated May 8, 2000, as amended by a Post-Effective
Amendment on July 10, 2000.

                  All documents filed by the Company  pursuant to Section 13(a),
13(c),  14 or  15(d)  of the  Securities  Exchange  Act  of  1934,  as  amended,
subsequent  to the date  hereof  and  prior to the  filing  of a  post-effective
amendment  which  indicates  that all  securities  registered  pursuant  to this
Registration  Statement have been sold or which  deregister all securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a 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 documents 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,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  The  Companies  Act of 1985 of Great Britain (as amended) (the
"Companies  Act") permits the  indemnification  of directors and officers  under
certain circumstances.

                  The relevant  provisions  of the Companies Act are Section 310
and Section 727, which provide:

                  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
                                    such 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 the case of
                                          honest and  reasonable  conduct)  in
                                          which  relief is  granted  to him by
                                          the court.

                  727.  Power of Court to grant relief in certain cases

                  (1) If in any proceedings for negligence,  default,  breach of
duty or breach of trust against an officer of a company or a person  employed by
a company as an auditor  (whether he is or is not an officer of the  company) it
appears to the court hearing the case that officer or person is or may be liable
in respect of the negligence,  default,  breach of duty or breach of trust,  but
that he has acted  honestly and  reasonably,  and that having  regard to all the
circumstances  of the case (including  those connected with his  appointment) he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust,  that  court may  relieve  him,  either  wholly  or  partly,  from his
liability on such terms as it thinks fits.

                  (2) If any 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 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  sub-section  (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
sub-section 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.

                  The  Registrant's  Articles of Association  provide as follows
regarding  indemnification  by the  Company of  directors  and  officers  of the
Company.

                  Article  171  of  the  Registrant's  Articles  of  Association
provides that,  subject to the provisions of the Companies Act, every  director,
alternate director,  auditor, secretary or other officer of the Company shall be
entitled to be indemnified by the Company  against all costs,  charges,  losses,
expenses and liabilities  incurred by him in the execution  and/or  discharge of
his duties  and/or the  exercise of his powers  and/or  otherwise or in relation
thereto or in connection with his duties,  powers of 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 Company and in which judgment is given in his favour (or the  proceedings
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.

                  Article  108  of  the  Registrant's  Articles  of  Association
provides  that,  without  prejudice to the  provisions of Article 171, the Board
shall have the 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 of
the Company,  of any other company which is its holding  company or in which the
Company or such holding  company has any interest  whether direct or indirect or
which  is in any  way  allied  to or  associated  with  the  Company,  or of any
subsidiary  undertaking of the Company or of any such other company,  or who are
or were at any time  trustees  of any  pension  fund in which  employees  of the
Company or of any other such 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 Company or any other such
company, subsidiary undertaking or pension fund.

                  The  Company's  directors  and  officers  are insured  against
certain  liabilities  which  they may incur in their  capacity  as such  under a
liability insurance policy carried by the Company.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

4.1     --    Memorandum of Association of the Company */
                                                       -

4.2     --    Articles of Association of the Company*/
                                                    -

4.3     --    Form of Deposit Agreement **/
                                        --

5.1     --    Opinion of Charles Russell as to the legality of ordinary shares
              being registered ***/

23.1    --    Consent of Deloitte & Touche***/
                                          ---

23.2    --    Consent of Arthur Andersen***/
                                        ---

23.3    --    Consent of Charles Russell (included in Exhibit 5.1)

24.1    --    Power of Attorney (included on Signature Page)

-------------------
*/  Incorporated  by reference to Exhibit 3.1 to the Company's  Annual Report on
-   Form 10-K for the year ended December 31, 1999.

**/ Incorporated by reference to Exhibit A to the  Company's  Registration
--  Statement  on Form F-6  (Registration Statement No. 333-11922), dated
    May 15, 2000.

***/ Filed herewith.
---

                  The Company  hereby  undertakes  to submit a copy of the Plan,
and any amendments  thereto, to the Internal Revenue Service ("IRS") in a timely
manner.  Furthermore,  the Company hereby undertakes to make any and all changes
required by the IRS in order to qualify the Plan.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)   To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To  reflect  in the  prospectus  any  facts or events
               arising after the effective date of 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 the  Securities  and  Exchange
               Commission   pursuant  to  Rule  424(b)  if,  in  the
               aggregate,  the changes in volume and price represent
               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  (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 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.

(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, as amended,  that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the registrant's Certificate of Incorporation or by-laws,
by contract,  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.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of London, on August 25, 2000.

                            HUNTINGDON LIFE SCIENCES GROUP plc

                       By:  /s/ Andrew Baker
                           ------------------------------------------------
                            Andrew Baker
                            Chairman

                  We, the undersigned  officers and directors of Huntingdon Life
Sciences Group plc, hereby severally  constitute  Andrew Baker, and each of them
singly, our true and lawful attorneys-in-fact with full power to sign for us and
in our  names  in the  capacities  indicated  below,  any  and  all  amendments,
including  post-effective   amendments,  to  this  Registration  Statement,  and
generally do all such things in our name and behalf in such capacities to enable
Huntingdon  Life Sciences Group plc to comply with the applicable  provisions of
the Securities Act of 1933, as amended,  and all  requirements of the Securities
and Exchange Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorney to any and all such amendments.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:
Signatures               Title                                   Date
/s/ Andrew Baker
   Andrew Baker             Director (Principal Executive Officer)   August 25, 2000

/s/ Julian Griffiths
 Julian Griffiths           Director (Principal Financial and        August 25, 2000
                            Accounting Officer)

/s/ Gabor Balthazar
  Gabor Balthazar           Director                                 August 25, 2000

 /s/ Frank Bonner
   Frank Bonner             Director                                 August 25, 2000

 /s/ John Caldwell
   John Caldwell            Director                                 August 25, 2000

 /s/ Brian Cass
    Brian Cass              Director                                 August 25, 2000

 /s/ Kirby Cramer
   Kirby Cramer             Director                                 August 25, 2000

 /s/ Joseph Dowling III
  Joseph Dowling III        Director                                 August 25, 2000

 /s/ Mark L. Bibi
   Mark L. Bibi             Authorized U.S.                          August 25, 2000
                            Representative
Pursuant to the  requirements  of the  Securities Act of 1933,
the trustees (or other persons who administer the Huntingdon Life Sciences, Inc.
Savings and Investment Plan) have duly caused this Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of East Milltsone, State of New Jersey, on August 8, 2000.

                HUNTINGDON LIFE SCIENCES, INC. SAVINGS AND INVESTMENT PLAN

                By:  /s/ Graham Mitchell
                     Graham Mitchell
                     Plan Administrator
INDEX TO EXHIBITS

                                                               Sequential Page
  Exhibits                                                         Number

5.1   --   Opinion of Charles Russell as to the legality of
           ordinary shares being registered

23.1  --   Consent of Deloitte & Touche

23.2  --   Consent of Arthur Andersen