As filed with the Securities and Exchange Commission on August 26, 2004.

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ____________________
                                REUTERS GROUP PLC
             (Exact name of Registrant as specified in its charter)


           England and Wales                          Not Applicable
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                Identification Number)

                                 85 Fleet Street
                                 London EC4P 4AJ
                                     England
   (Address and telephone number of Registrant's principal executive offices)

                     REUTERS GROUP PLC RESTRICTED SHARE PLAN
               REUTERS GROUP PLC ANNUAL BONUS PROFIT SHARING PLAN
                            (Full title of the plans)

                                Nancy C. Gardner
                               Reuters America LLC
                              The Reuters Building
                           3 Times Square, 20th Floor
                               New York, NY 10036
                                 (646) 223 4000
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           Doreen E. Lilienfeld, Esq.
                             Shearman & Sterling LLP
                                 Broadgate West
                                 9 Appold Street
                            London, England EC2A 2AP
                               +44 (0)20 7655 5942

<TABLE>
<CAPTION>

======================================================================================================================
                                                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
<S>                             <C>                <C>                     <C>                          <C>
  Title of Securities to be      Amount to be       Proposed Maximum           Proposed Maximum          Amount of
          Registered              Registered       Offering Price Per      Aggregate Offering Price     Registration
                                                        Security                                            Fee
----------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal        48,000,000(2)           $5.73(3)                $275,080,080(3)           $34,853
value 25 pence per share (1)
======================================================================================================================
</TABLE>

<PAGE>


(1)      American Depositary Receipts evidencing American Depositary Shares
         ("ADSs") deliverable on deposit of the Ordinary Shares, nominal value
         25 pence per share (the "Ordinary Shares"), of Reuters Group PLC (the
         "Registrant") have been registered pursuant to a separate Registration
         Statement on Form F-6 (No. 333-8386) filed with the Commission on
         February 26, 1998. Each ADS represents six Ordinary Shares.
(2)      Represents an aggregate of 48,000,000 shares, 26,400,000 of which are
         available for future issuance pursuant to the Reuters Group PLC
         Restricted Share Plan and 21,600,000 of which are available for future
         issuance pursuant to the Reuters Group PLC Annual Bonus Profit Sharing
         Plan. This Registration Statement on Form S-8 shall also cover any
         additional Ordinary Shares which become deliverable under the Reuters
         Group PLC Restricted Share Plan and the Reuters Group Annual Bonus
         Profit Sharing Plan (the "Plans") by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of outstanding Ordinary Shares of the Registrant.
(3)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h), the proposed maximum offering price per
         share has been calculated pursuant to Rule 457(c). The translation of
         the average of the high and low ordinary share prices on August 25,
         2004 on the London Stock Exchange from 3.19 pounds Sterling into US
         dollars has been made at the noon buying rate on August 25, 2004 of
         (pound) 1=$1.80. The resulting proposed maximum offering price per
         share, $5.73, has been multiplied by the amount of shares to be
         registered to obtain the proposed maximum aggregate offering price of
         $275,080,080.

                                       2
<PAGE>

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   Plan Information.*


Item 2.   Registrant Information and Employee Plan Annual Information.*






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


                                       3
<PAGE>



                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference as of their
respective dates in this Registration Statement:

         (a) the Registrant's Form 20-F for the fiscal year ended December 31,
     2003 (File No. 333-08354), filed on March 16, 2004 and amended on March 23,
     2004 and June 30, 2004; and

         (b) the Registrant's Special Report on Form 6-K dated March 5, 1998
     (File No. 333-08354), which includes a description of the Registrant's
     share capital and the American depositary receipts representing the
     Registrant's Ordinary Shares.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part hereof from the date of filing of such
documents.

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

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

         English law does not permit a company to indemnify a director or an
officer of the company against any liability which by virtue of any rule of law
would otherwise attach to him in respect of negligence, default, breach of duty
or breach of trust in relation to the company except liability incurred by such
director or officer in defending any legal proceeding (whether

                                       4
<PAGE>

civil or criminal) in which judgment is given in his favor or in which he is
acquitted or in certain instances where, although he is liable, a court finds
such director or officer acted honestly and reasonably and that having regard to
all the circumstances he ought fairly to be excused and relief is granted by the
court.

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

         "Subject to the provisions of and so far as may be consistent with the
[Companies Act 1985 and other companies legislation], every Director, Auditor,
Secretary or other officer of the [Registrant] shall be entitled to be
indemnified by the Registrant out of its own funds against all costs, charges,
losses, expenses and liabilities incurred by him in the actual or purported
execution and/or discharge of his duties and/or the exercise or purported
exercise of his powers and/or otherwise in relation to or in connection with his
duties, powers or office including (without prejudice to the generality of the
foregoing) any liability incurred by him in defending any proceedings, civil or
criminal, which relate to anything done or omitted or alleged to have been done
or omitted by him as an officer or employee of the [Registrant] and in which
judgment is given in his favor (or the proceedings are otherwise disposed of
without any finding or admission of any material breach of duty on his part) or
in which he is acquitted or in connection with any application under any statute
for relief from liability in respect of any such act or omission in which relief
is granted to him by the Court."

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

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

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          See Exhibit Index.


                                       5
<PAGE>

Item 9.   Undertakings.

         (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
         made of 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, 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; and

            (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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       6

<PAGE>


                                    Part III

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Reuters Group PLC, a corporation organized and existing under
the laws of England and Wales, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in London on the 26th day of August,
2004.


                                        Reuters Group PLC
                                        (Registrant)



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


                                       7


<PAGE>

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following in the
capacities indicated as of this 26th day of August, 2004



SIGNATURE                               TITLE


/s/ Sir Christopher Anthony Hogg        Chairman and Director
_________________________________
Sir Christopher Anthony Hogg


/s/ Thomas Henry Glocer                 Chief Executive Officer and Director
__________________________________      (Principal Executive Officer)
Thomas Henry Glocer


/s/ David John Grigson                  Finance Director and Director
__________________________________      (Principal Financial and Accounting
David John Grigson                      Officer)


                                       8

<PAGE>

/s/ Niall FitzGerald                    Director
__________________________________
Niall FitzGerald


                                        Director
__________________________________
Edward Kozel


                                        Executive Director and Director
__________________________________
Devin Wenig


/s/ Richard Lake Olver                  Director
__________________________________
Richard Lake Olver


/s/ Charles James Francis Sinclair      Director
__________________________________
Charles James Francis Sinclair


/s/ Ian Charles Strachan                Director
__________________________________
Ian Charles Strachan


/s/ Penny Hughes                        Director
__________________________________
Penny Hughes


/s/ Lawton Fitt                         Director
__________________________________
Lawton Fitt


                                        Director
__________________________________
Ken Olisa


/s/ Nancy C. Gardner                    Authorized U.S. Representative
__________________________________
Nancy C. Gardner


                                       9

<PAGE>


                                  EXHIBIT INDEX


Exhibit No.    Description of Document

4.1      Memorandum and Articles of Association of the Registrant as in effect
         on the date hereof (incorporated by reference from Exhibit 1.1 to the
         2001 Annual Report (File No. 333-08354) filed with the Commission on
         March 13, 2002).
4.2      Deposit Agreement among the Registrant and Morgan Guaranty Trust
         Company of New York, as Depositary and the holders from time to time of
         the American Depositary Receipts issued thereunder, including the form
         of American Depositary Receipt (incorporated by reference from Form F-6
         (File No. 333-8386) filed with the Commission on February 26, 1998).
*4.3     Reuters Group PLC Restricted Share Plan.
*4.4     Reuters Group PLC Annual Bonus Profit Sharing Plan.
*5.1     Opinion of Shearman & Sterling LLP, as to the validity of the shares to
         be issued pursuant to the Reuters Group PLC Restricted Share Plan and
         Reuters Group PLC Annual Bonus Profit Sharing Plan.
*23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants.
*23.2    Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
*24      Power of Attorney (included on signature page).


---------------------------
*  Filed herewith.



                                       10
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{"company-data": {"conformed-name": "REUTERS GROUP PLC   /ADR/", "cik": "0001056084", "assigned-sic": "2721", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118579", "film-number": "04999249"}, "business-address": {"street1": "85 FLEET STREET", "street2": "7TH FLOOR", "city": "LONDON", "state": "X0", "zip": "EC4P 4AJ", "phone": "44 (0) 207 250 1122"}, "mail-address": {"street1": "85 FLEET STREET", "street2": "7TH FLOOR", "city": "LONDON", "state": "X0", "zip": "EC4P 4AJ"}}
As filed with the Securities and Exchange Commission on August 26, 2004.

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ____________________
                                REUTERS GROUP PLC
             (Exact name of Registrant as specified in its charter)

           England and Wales                          Not Applicable
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                Identification Number)

                                 85 Fleet Street
                                 London EC4P 4AJ
                                     England
   (Address and telephone number of Registrant's principal executive offices)

                     REUTERS GROUP PLC RESTRICTED SHARE PLAN
               REUTERS GROUP PLC ANNUAL BONUS PROFIT SHARING PLAN
                            (Full title of the plans)

                                Nancy C. Gardner
                               Reuters America LLC
                              The Reuters Building
                           3 Times Square, 20th Floor
                               New York, NY 10036
                                 (646) 223 4000
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           Doreen E. Lilienfeld, Esq.
                             Shearman & Sterling LLP
                                 Broadgate West
                                 9 Appold Street
                            London, England EC2A 2AP
                               +44 (0)20 7655 5942
======================================================================================================================
                                                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Securities to be      Amount to be       Proposed Maximum           Proposed Maximum          Amount of
          Registered              Registered       Offering Price Per      Aggregate Offering Price     Registration
                                                        Security                                            Fee
----------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal        48,000,000(2)           $5.73(3)                $275,080,080(3)           $34,853
value 25 pence per share (1)
======================================================================================================================
(1)      American Depositary Receipts evidencing American Depositary Shares
         ("ADSs") deliverable on deposit of the Ordinary Shares, nominal value
         25 pence per share (the "Ordinary Shares"), of Reuters Group PLC (the
         "Registrant") have been registered pursuant to a separate Registration
         Statement on Form F-6 (No. 333-8386) filed with the Commission on
         February 26, 1998. Each ADS represents six Ordinary Shares.
(2)      Represents an aggregate of 48,000,000 shares, 26,400,000 of which are
         available for future issuance pursuant to the Reuters Group PLC
         Restricted Share Plan and 21,600,000 of which are available for future
         issuance pursuant to the Reuters Group PLC Annual Bonus Profit Sharing
         Plan. This Registration Statement on Form S-8 shall also cover any
         additional Ordinary Shares which become deliverable under the Reuters
         Group PLC Restricted Share Plan and the Reuters Group Annual Bonus
         Profit Sharing Plan (the "Plans") by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the receipt of consideration which results in an increase in
         the number of outstanding Ordinary Shares of the Registrant.
(3)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h), the proposed maximum offering price per
         share has been calculated pursuant to Rule 457(c). The translation of
         the average of the high and low ordinary share prices on August 25,
         2004 on the London Stock Exchange from 3.19 pounds Sterling into US
         dollars has been made at the noon buying rate on August 25, 2004 of
         (pound) 1=$1.80. The resulting proposed maximum offering price per
         share, $5.73, has been multiplied by the amount of shares to be
         registered to obtain the proposed maximum aggregate offering price of
         $275,080,080.

                                       2
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

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

                                       3
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference as of their
respective dates in this Registration Statement:

         (a) the Registrant's Form 20-F for the fiscal year ended December 31,
     2003 (File No. 333-08354), filed on March 16, 2004 and amended on March 23,
     2004 and June 30, 2004; and

         (b) the Registrant's Special Report on Form 6-K dated March 5, 1998
     (File No. 333-08354), which includes a description of the Registrant's
     share capital and the American depositary receipts representing the
     Registrant's Ordinary Shares.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part hereof from the date of filing of such
documents.

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

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

         English law does not permit a company to indemnify a director or an
officer of the company against any liability which by virtue of any rule of law
would otherwise attach to him in respect of negligence, default, breach of duty
or breach of trust in relation to the company except liability incurred by such
director or officer in defending any legal proceeding (whether

                                       4
civil or criminal) in which judgment is given in his favor or in which he is
acquitted or in certain instances where, although he is liable, a court finds
such director or officer acted honestly and reasonably and that having regard to
all the circumstances he ought fairly to be excused and relief is granted by the
court.

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

         "Subject to the provisions of and so far as may be consistent with the
[Companies Act 1985 and other companies legislation], every Director, Auditor,
Secretary or other officer of the [Registrant] shall be entitled to be
indemnified by the Registrant out of its own funds against all costs, charges,
losses, expenses and liabilities incurred by him in the actual or purported
execution and/or discharge of his duties and/or the exercise or purported
exercise of his powers and/or otherwise in relation to or in connection with his
duties, powers or office including (without prejudice to the generality of the
foregoing) any liability incurred by him in defending any proceedings, civil or
criminal, which relate to anything done or omitted or alleged to have been done
or omitted by him as an officer or employee of the [Registrant] and in which
judgment is given in his favor (or the proceedings are otherwise disposed of
without any finding or admission of any material breach of duty on his part) or
in which he is acquitted or in connection with any application under any statute
for relief from liability in respect of any such act or omission in which relief
is granted to him by the Court."

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

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

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          See Exhibit Index.

                                       5
Item 9.   Undertakings.

         (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
         made of 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, 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; and

            (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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       6
Part III

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Reuters Group PLC, a corporation organized and existing under
the laws of England and Wales, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in London on the 26th day of August,
2004.

                                        Reuters Group PLC
                                        (Registrant)

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

                                       7
POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following in the
capacities indicated as of this 26th day of August, 2004

SIGNATURE                               TITLE

/s/ Sir Christopher Anthony Hogg        Chairman and Director
_________________________________
Sir Christopher Anthony Hogg

/s/ Thomas Henry Glocer                 Chief Executive Officer and Director
__________________________________      (Principal Executive Officer)
Thomas Henry Glocer

/s/ David John Grigson                  Finance Director and Director
__________________________________      (Principal Financial and Accounting
David John Grigson                      Officer)

                                       8
/s/ Niall FitzGerald                    Director
__________________________________
Niall FitzGerald

                                        Director
__________________________________
Edward Kozel

                                        Executive Director and Director
__________________________________
Devin Wenig

/s/ Richard Lake Olver                  Director
__________________________________
Richard Lake Olver

/s/ Charles James Francis Sinclair      Director
__________________________________
Charles James Francis Sinclair

/s/ Ian Charles Strachan                Director
__________________________________
Ian Charles Strachan

/s/ Penny Hughes                        Director
__________________________________
Penny Hughes

/s/ Lawton Fitt                         Director
__________________________________
Lawton Fitt

                                        Director
__________________________________
Ken Olisa

/s/ Nancy C. Gardner                    Authorized U.S. Representative
__________________________________
Nancy C. Gardner

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EXHIBIT INDEX

Exhibit No.    Description of Document

4.1      Memorandum and Articles of Association of the Registrant as in effect
         on the date hereof (incorporated by reference from Exhibit 1.1 to the
         2001 Annual Report (File No. 333-08354) filed with the Commission on
         March 13, 2002).
4.2      Deposit Agreement among the Registrant and Morgan Guaranty Trust
         Company of New York, as Depositary and the holders from time to time of
         the American Depositary Receipts issued thereunder, including the form
         of American Depositary Receipt (incorporated by reference from Form F-6
         (File No. 333-8386) filed with the Commission on February 26, 1998).
*4.3     Reuters Group PLC Restricted Share Plan.
*4.4     Reuters Group PLC Annual Bonus Profit Sharing Plan.
*5.1     Opinion of Shearman & Sterling LLP, as to the validity of the shares to
         be issued pursuant to the Reuters Group PLC Restricted Share Plan and
         Reuters Group PLC Annual Bonus Profit Sharing Plan.
*23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants.
*23.2    Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
*24      Power of Attorney (included on signature page).

---------------------------
*  Filed herewith.

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