UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 205494
                            ------------------------
                                   FORM 10-K/A
      (X) AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 2000

                                       OR
            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                         COMMISSION FILE NUMBER 1-10173

                            ------------------------

                       HUNTINGDON LIFE SCIENCES GROUP plc

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                ENGLAND AND WALES
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)

     WOOLLEY ROAD, ALCONBURY, HUNTINGDON, PE28 4HS, CAMBRIDGESHIRE, ENGLAND
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: +44 1480 892000
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                             NAME OF EACH EXCHANGE
  TITLE OF EACH CLASS                         ON WHICH REGISTERED
  --------------------                  ------------------------------
Ordinary Shares, par value          National Association of Securities Dealers'
5 pence per share, in the           Over the Counter Bulletin Board
form of American Depositary
Shares represented by American
Depositary Receipts


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or Section  15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such report),  and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes X                 No __
                                 -
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment of this Form 10-K. [ ]

The aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant at November 6, 2001 was approximately (pound)5,127,828.

Indicate the number of outstanding shares of each of the Registrant's classes of
common stock as of the latest practicable date.

Ordinary Shares of 5 pence each as at November 6, 2001     293,510,294

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000, and is being filed in order to
include information in response to Item 12 in Part II of Form 10-K.


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table  sets  forth certain information regarding the beneficial
ownership of Huntingdon Shares by (a) each person or entity  who is  known  by
the Company to own  beneficially 5% or  more of its outstanding Ordinary Shares
as of March 2, 2001; and (b) each  Director of Huntingdon and all Directors and
Executive Officers as a group, as of November 6, 2001.


                                Number of Huntingdon
                                Shares Beneficially    Percentage of Huntingdon
Name and Address                      Owned               Shares Outstanding

5% BENEFICIAL OWNERS

Stephens Group, Inc.(1)              45,572,179                 15.5%
111 Center Street
Little Rock, AK  72201

Quilcap Corp.(2)                     29,092,195                  9.9%
153 E. 53rd Street
New York, NY  10022

Oracle Partners LP(3)                23,333,333                  7.9%
712 Fifth Avenue
New York, NY  10019

OFFICERS AND DIRECTORS

A. Baker                             15,200,000(4)               5.17%
F. Bonner                               117,768(5)                  *
B. Cass                               6,000,000(6)               2.04%
K. Cramer                             8,817,000                  3.00%
J. Griffiths                                 --                    --
G. Balthazar                                 --                    --
J. Caldwell                                  --                    --

All Officers and Directors
as a Group                           30,134,768                 10.27%



----------------------
*       Less than one percent.

(1)  Warren Stephens is the president of Stephens Group, Inc. and may share
     beneficial ownership of the Huntingdon Shares beneficially owned by
     Stephens Group, Inc.

(2)  Parker Quillen is the president of Quilcap Corp. and may share beneficial
     ownership of the Huntingdon Shares beneficially owned by Quilcap Corp.

(3)  Larry Feinberg is the senior managing member of Oracle Partners LP and may
     share beneficial ownership of the Huntingdon Shares beneficially owned by
     Oracle Partners LP.

(4)  Includes 5,000,000 Huntingdon Shares that are subject to currently
     exercisable stock options and excludes 2,000,000 Huntingdon Shares that
     are subject to stock options that are not currently exercisable.

(5)  Includes 100,000 Huntingdon Shares that are subject to currently
     exercisable stock options and excludes 1,000,000 Huntingdon Shares that
     are subject to stock options that are not currently exercisable.

(6)  Includes 5,000,000 Huntingdon Shares that are subject to stock options
     that will become exercisable on 3 December 2001 and excludes 2,023,000
     Huntingdon Shares that are subject to stock options that are not
     currently exercisable.


<PAGE>

                                    SIGNATURE



Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  this Amendment No. 1 to Annual  Report  on Form  10-K/A has been
signed  below by the following  person on behalf of the  Registrant  and in the
capacities and on the dates indicated.

                               HUNTINGDON LIFE SCIENCES GROUP plc
                               (Registrant)

                               By:     /s/ Brian Cass
                               Name:   Brian Cass
                               Title:  Managing Director/Chief Operating Officer
                               Date:   November 8, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment on Form 10-K/A has been signed below by the following person in the
capacities and on the dates indicated.

Signature             Title                                 Date

*                     Director, Chairman of the Board       November 8, 2001
A. Baker

*                     Director of Science & Technology      November 8, 2001
F. Bonner

/s/ B. Cass           Director, Chief Operating Officer     November 8, 2001
B. Cass

*                     Director                              November 8, 2001
K. Cramer

*                     Finance Director, Secretary           November 8, 2001
J. Griffiths

*                     Director                              November 8, 2001
G. Balthazar

*                     Director                              November 8, 2001
J. Caldwell


-------------------
* Power of Attorney through Brian Cass