As filed with the Securities and Exchange Commission on September 28, 2006
                                                 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)

                              The Reuters Building
                                 South Colonnade
                                  Canary Wharf
                                 London, E14 5EP
                                     England
                               44 (0) 207 250 1122
   (Address and telephone number of Registrant's principal executive offices)

           REUTERS GROUP PLC LONG-TERM INCENTIVE PLAN 1997, AS AMENDED
          REUTERS GROUP PLC DISCRETIONARY STOCK OPTION PLAN, AS AMENDED
     REUTERS GROUP PLC INTERNATIONAL SAYE SHARE OPTION PLAN 1997, AS AMENDED
                     REUTERS GROUP PLC RESTRICTED SHARE PLAN
                 REUTERS GROUP PLC GLOBAL RESTRICTED SHARE PLAN
     AMENDED AND RESTATED REUTERS AMERICA INC. EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plans)

                   Nancy C. Gardner, Americas General Counsel
                               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
                              599 Lexington Avenue
                                  New York, NY
                                 (212) 848-7171



================================================================================


<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
                                             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
------------------------------- --------------- ------------------------- ---------------------------- ---------------
<S>                             <C>                   <C>                    <C>                         <C>
Ordinary Shares, nominal        14,745,801 (2)         $8.018 (3)             $118,231,832.42 (3)        $12,650.81
value
25 pence per share (1)          3,297,741 (4)          $5.871 (5)             $19,361,037.41 (5)         $2,071.63
                                1,721,502 (6)          $5.385 (7)              $9,270,288.27 (7)          $991.92
                                3,478,813 (8)          $7.372 (9)             $25,645,809.44 (9)         $2,744.10
                                  17,497,956          $8.170 (11)            $142,958,300.52 (11)        $15,296.54
                                     (10)
------------------------------- --------------- ------------------------- ---------------------------- ---------------
Total:                                                                                                    $0 (12)
=============================== =============== ========================= ============================ ===============
</TABLE>


(1)      American Depositary Receipts evidencing American Depositary Shares
         ("ADSs") deliverable on deposit of the Ordinary Shares, nominal value
         25 pence per share (the "Ordinary Shares"), of Reuters Group PLC (the
         "Registrant") have been registered pursuant to a separate Registration
         Statement on Form F-6 (File No. 333-130250) filed with the U.S.
         Securities and Exchange Commission (the "Commission") on December 9,
         2005. Each ADS represents six Ordinary Shares.
(2)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC Discretionary Stock Option Plan, as amended (the "DSOP").
(3)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act of 1933, as
         amended (the "Securities Act"), the proposed maximum offering price per
         share and the proposed maximum offering price are based on the weighted
         average exercise price of the awards under the DSOP, translated from
         pounds Sterling into U.S. dollars using the noon buying rate on
         September 25, 2006 of (pound Sterling) 1=$1.9001 (the "Translation
         Rate").
(4)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC Long-Term Incentive Plan 1997, as amended (the "LTIP").
(5)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act, the proposed
         maximum offering price per share and the proposed maximum offering
         price are based on the weighted average grant value of the awards under
         the LTIP, translated from pounds Sterling into U.S. dollars using the
         Translation Rate.
(6)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC International SAYE Share Option Plan 1997, as amended (the "SAYE").
(7)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act, the proposed
         maximum offering price per share and the proposed maximum offering
         price are based on the weighted average exercise price of the awards
         under the SAYE.
(8)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC Restricted Share Plan (the "RSP").
(9)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act, the proposed
         maximum offering price per share and the proposed maximum offering
         price are based on the weighted average grant value of the awards under
         the RSP, translated from pounds Sterling into U.S. dollars using the
         Translation Rate.
(10)     Represents an aggregate of 17,497,956 Ordinary Shares, 1,800,000 of
         which are available for future issuance pursuant to the DSOP, 1,797,956
         of which are available for future issuance pursuant to the LTIP,
         8,000,000 of which are available for future issuance pursuant to the
         Reuters Group PLC Global Restricted Share Plan, as amended (the "Global
         Plan"), 2,600,000 of which are available for future issuance pursuant
         to the SAYE, and 3,300,000 of which are available for future purchase
         pursuant to the Amended and Restated Reuters America Inc. Employee
         Stock Purchase Plan, as amended (the "ESPP"). This Registration
         Statement on Form S-8 shall also cover any additional Ordinary Shares
         which become deliverable under the DSOP, the LTIP, the RSP, the Global
         Plan, the SAYE and the ESPP 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.
(11)     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 average of the
         high and low Ordinary Share prices on September 25, 2006 on the London
         Stock Exchange from 4.30 pounds Sterling into U.S. dollars has been
         multiplied by the Translation Rate. The resulting proposed maximum
         offering price per share, $8.170, has been multiplied by the amount of
         Ordinary Shares to be registered to obtain the proposed maximum
         aggregate offering price of $142,958,300.52
(12)     Pursuant to Rule 457(p) under the Securities Act, the filing fee is
         being offset by $33,755 of the filing fee associated with approximately
         46,490,000 unsold Ordinary Shares registered on the Registrant's
         Registration Statement on Form S-8 (Registration No. 333-118579), filed
         with the Commission on August 26, 2004.


<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.

<PAGE>


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the U.S. 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, 2005 (File No. 333-08354), filed on March 17, 2006; 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 civil or
criminal) in which judgment is given in his favor or in which he is acquitted or
in certain


<PAGE>

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.



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

<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the U.S. 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 28 day of
September, 2006.


                                       Reuters Group PLC
                                       (Registrant)



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





<PAGE>


                                POWER OF ATTORNEY

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

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following in
the capacities indicated as of this 28 day of September, 2006.



SIGNATURE                                   TITLE


/s/ Niall FitzGerald                        Chairman and Director
-------------------------
Niall FitzGerald


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


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


                                            Chief Operating Officer and Director
/s/ Devin Wenig
-------------------------
Devin Wenig


                                            Director
/s/ Edward Kozel
-------------------------
Edward Kozel


                                            Director
/s/ Richard Olver
-------------------------
Richard Olver


                                            Director
/s/ Ian Charles Strachan
-------------------------
Ian Charles Strachan


                                            Director
/s/ Penelope Hughes
-------------------------
Penelope Hughes


                                            Director
/s/ Lawton Fitt
-------------------------
Lawton Fitt


                                            Director
/s/ Kenneth Olisa
-------------------------
Kenneth Olisa


                                            Director

-------------------------
Sir Deryck Maughan


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



<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 Registrant's 2004 Annual Report on
                     Form 20-F (File No. 333-08354) filed with the Commission on
                     March 9, 2005).

4.2                  Deposit Agreement, dated February 18, 1998 among the
                     Registrant, Deutsche Bank Trust Company Americas (in
                     substitution for Morgan Guaranty Trust Company of New
                     York), as depositary, and all holders from time to time of
                     American Depositary Receipts issued thereunder
                     (incorporated by reference to Exhibit 2.2 to the Annual
                     Report on Form 20-F filed with the Commission with respect
                     to the fiscal year ended December 31,1997 (File No.
                     333-08354)), as supplemented by the Supplemental Agreement
                     to Deposit Agreement, dated as of December 16, 2005
                     (incorporated by reference to Exhibit (a)(2) to the
                     Registration Statement on Form F-6 filed with the
                     Commission on December 9, 2005) (File No. 33-130250).

4.3                  Reuters Group PLC Discretionary Share Option Plan, as
                     amended (incorporated by reference from Exhibit 4.12 to the
                     Registrant's 2004 Annual Report on Form 20-F (File No.
                     333-08354) filed with the Commission on March 9, 2005).

4.4                  Reuters Group PLC Long-Term Incentive Plan 1997, as amended
                     (incorporated by reference from Exhibit 4.11 to the
                     Registrant's 2005 Annual Report on Form 20-F (File No.
                     333-08354) filed with the Commission on March 16, 2006).

4.5                  Reuters Group PLC Restricted Share Plan (incorporated by
                     reference from Exhibit 4.3 to the Registrant's Registration
                     Statement on Form S-8 (File No. 333-118579) filed with the
                     Commission on August 26, 2004).

*4.6                 Reuters Group PLC Global Restricted Share Plan.

*4.7                 Reuters Group PLC International SAYE Share Option Plan
                     1997, as amended.

*4.8                 Amended and Restated Reuters America Inc. Employee Stock
                     Purchase Plan.

*5.1                 Opinion of Rosemary Martin, General Counsel and Company
                     Secretary of Reuters Group PLC.

*23.1                Consent of PricewaterhouseCoopers LLP, Independent
                     Accountants.

*23.2                Consent of Rosemary Martin, General Counsel and Company
                     Secretary of Reuters Group PLC (included in Exhibit 5.1).

*24                  Power of Attorney (included on signature page).



<PAGE>

---------------------------
         * Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s8_092206adr.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26120}]
{"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": "333-137651", "film-number": "061114682"}, "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 September 28, 2006
                                                 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)

                              The Reuters Building
                                 South Colonnade
                                  Canary Wharf
                                 London, E14 5EP
                                     England
                               44 (0) 207 250 1122
   (Address and telephone number of Registrant's principal executive offices)

           REUTERS GROUP PLC LONG-TERM INCENTIVE PLAN 1997, AS AMENDED
          REUTERS GROUP PLC DISCRETIONARY STOCK OPTION PLAN, AS AMENDED
     REUTERS GROUP PLC INTERNATIONAL SAYE SHARE OPTION PLAN 1997, AS AMENDED
                     REUTERS GROUP PLC RESTRICTED SHARE PLAN
                 REUTERS GROUP PLC GLOBAL RESTRICTED SHARE PLAN
     AMENDED AND RESTATED REUTERS AMERICA INC. EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plans)

                   Nancy C. Gardner, Americas General Counsel
                               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
                              599 Lexington Avenue
                                  New York, NY
                                 (212) 848-7171

================================================================================
======================================================================================================================
                                             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        14,745,801 (2)         $8.018 (3)             $118,231,832.42 (3)        $12,650.81
value
25 pence per share (1)          3,297,741 (4)          $5.871 (5)             $19,361,037.41 (5)         $2,071.63
                                1,721,502 (6)          $5.385 (7)              $9,270,288.27 (7)          $991.92
                                3,478,813 (8)          $7.372 (9)             $25,645,809.44 (9)         $2,744.10
                                  17,497,956          $8.170 (11)            $142,958,300.52 (11)        $15,296.54
                                     (10)
------------------------------- --------------- ------------------------- ---------------------------- ---------------
Total:                                                                                                    $0 (12)
=============================== =============== ========================= ============================ ===============
(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 (File No. 333-130250) filed with the U.S.
         Securities and Exchange Commission (the "Commission") on December 9,
         2005. Each ADS represents six Ordinary Shares.
(2)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC Discretionary Stock Option Plan, as amended (the "DSOP").
(3)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act of 1933, as
         amended (the "Securities Act"), the proposed maximum offering price per
         share and the proposed maximum offering price are based on the weighted
         average exercise price of the awards under the DSOP, translated from
         pounds Sterling into U.S. dollars using the noon buying rate on
         September 25, 2006 of (pound Sterling) 1=$1.9001 (the "Translation
         Rate").
(4)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC Long-Term Incentive Plan 1997, as amended (the "LTIP").
(5)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act, the proposed
         maximum offering price per share and the proposed maximum offering
         price are based on the weighted average grant value of the awards under
         the LTIP, translated from pounds Sterling into U.S. dollars using the
         Translation Rate.
(6)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC International SAYE Share Option Plan 1997, as amended (the "SAYE").
(7)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act, the proposed
         maximum offering price per share and the proposed maximum offering
         price are based on the weighted average exercise price of the awards
         under the SAYE.
(8)      Represents Ordinary Shares subject to awards under the Reuters Group
         PLC Restricted Share Plan (the "RSP").
(9)      Estimated solely for the purpose of calculating the registration fee.
         In accordance with Rule 457(h) under the Securities Act, the proposed
         maximum offering price per share and the proposed maximum offering
         price are based on the weighted average grant value of the awards under
         the RSP, translated from pounds Sterling into U.S. dollars using the
         Translation Rate.
(10)     Represents an aggregate of 17,497,956 Ordinary Shares, 1,800,000 of
         which are available for future issuance pursuant to the DSOP, 1,797,956
         of which are available for future issuance pursuant to the LTIP,
         8,000,000 of which are available for future issuance pursuant to the
         Reuters Group PLC Global Restricted Share Plan, as amended (the "Global
         Plan"), 2,600,000 of which are available for future issuance pursuant
         to the SAYE, and 3,300,000 of which are available for future purchase
         pursuant to the Amended and Restated Reuters America Inc. Employee
         Stock Purchase Plan, as amended (the "ESPP"). This Registration
         Statement on Form S-8 shall also cover any additional Ordinary Shares
         which become deliverable under the DSOP, the LTIP, the RSP, the Global
         Plan, the SAYE and the ESPP 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.
(11)     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 average of the
         high and low Ordinary Share prices on September 25, 2006 on the London
         Stock Exchange from 4.30 pounds Sterling into U.S. dollars has been
         multiplied by the Translation Rate. The resulting proposed maximum
         offering price per share, $8.170, has been multiplied by the amount of
         Ordinary Shares to be registered to obtain the proposed maximum
         aggregate offering price of $142,958,300.52
(12)     Pursuant to Rule 457(p) under the Securities Act, the filing fee is
         being offset by $33,755 of the filing fee associated with approximately
         46,490,000 unsold Ordinary Shares registered on the Registrant's
         Registration Statement on Form S-8 (Registration No. 333-118579), filed
         with the Commission on August 26, 2004.
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.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the U.S. 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, 2005 (File No. 333-08354), filed on March 17, 2006; 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 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.
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 this Registration
                  Statement or any material change to such information in this
                  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 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 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by the Registrant of
         expenses incurred or paid by a director, officer or controlling person
         of the Registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection with the securities being registered, the Registrant
         will, unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be governed by the
         final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the U.S. 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 28 day of
September, 2006.

                                       Reuters Group PLC
                                       (Registrant)

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

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

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following in
the capacities indicated as of this 28 day of September, 2006.

SIGNATURE                                   TITLE

/s/ Niall FitzGerald                        Chairman and Director
-------------------------
Niall FitzGerald

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

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

                                            Chief Operating Officer and Director
/s/ Devin Wenig
-------------------------
Devin Wenig

                                            Director
/s/ Edward Kozel
-------------------------
Edward Kozel

                                            Director
/s/ Richard Olver
-------------------------
Richard Olver

                                            Director
/s/ Ian Charles Strachan
-------------------------
Ian Charles Strachan

                                            Director
/s/ Penelope Hughes
-------------------------
Penelope Hughes

                                            Director
/s/ Lawton Fitt
-------------------------
Lawton Fitt

                                            Director
/s/ Kenneth Olisa
-------------------------
Kenneth Olisa

                                            Director

-------------------------
Sir Deryck Maughan

                                            Authorized U.S. Representative
/s/ Nancy C. Gardner
-------------------------
Nancy C. Gardner
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 Registrant's 2004 Annual Report on
                     Form 20-F (File No. 333-08354) filed with the Commission on
                     March 9, 2005).

4.2                  Deposit Agreement, dated February 18, 1998 among the
                     Registrant, Deutsche Bank Trust Company Americas (in
                     substitution for Morgan Guaranty Trust Company of New
                     York), as depositary, and all holders from time to time of
                     American Depositary Receipts issued thereunder
                     (incorporated by reference to Exhibit 2.2 to the Annual
                     Report on Form 20-F filed with the Commission with respect
                     to the fiscal year ended December 31,1997 (File No.
                     333-08354)), as supplemented by the Supplemental Agreement
                     to Deposit Agreement, dated as of December 16, 2005
                     (incorporated by reference to Exhibit (a)(2) to the
                     Registration Statement on Form F-6 filed with the
                     Commission on December 9, 2005) (File No. 33-130250).

4.3                  Reuters Group PLC Discretionary Share Option Plan, as
                     amended (incorporated by reference from Exhibit 4.12 to the
                     Registrant's 2004 Annual Report on Form 20-F (File No.
                     333-08354) filed with the Commission on March 9, 2005).

4.4                  Reuters Group PLC Long-Term Incentive Plan 1997, as amended
                     (incorporated by reference from Exhibit 4.11 to the
                     Registrant's 2005 Annual Report on Form 20-F (File No.
                     333-08354) filed with the Commission on March 16, 2006).

4.5                  Reuters Group PLC Restricted Share Plan (incorporated by
                     reference from Exhibit 4.3 to the Registrant's Registration
                     Statement on Form S-8 (File No. 333-118579) filed with the
                     Commission on August 26, 2004).

*4.6                 Reuters Group PLC Global Restricted Share Plan.

*4.7                 Reuters Group PLC International SAYE Share Option Plan
                     1997, as amended.

*4.8                 Amended and Restated Reuters America Inc. Employee Stock
                     Purchase Plan.

*5.1                 Opinion of Rosemary Martin, General Counsel and Company
                     Secretary of Reuters Group PLC.

*23.1                Consent of PricewaterhouseCoopers LLP, Independent
                     Accountants.

*23.2                Consent of Rosemary Martin, General Counsel and Company
                     Secretary of Reuters Group PLC (included in Exhibit 5.1).

*24                  Power of Attorney (included on signature page).
---------------------------
         * Filed herewith.