UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 205494
                            ------------------------
                                    FORM 10-K
               (X) 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 March 2, 2001 was approximately (pound)11,258,895.

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 March 2, 2001     291,912,337



<PAGE>



                               TABLE OF CONTENTS

ITEM                                                                      PAGE

                                     PART I

1.      Business .........................................................  3

2.      Properties ....................................................... 11

3.      Legal Proceedings ................................................ 11

4.      Submission of Matters to a Vote of Security Holders............... 11

                                     PART II

5.      Market For Registrant's Common Equity and Related
        Stockholder Matters............................................... 12

6.      Selected Financial Data .......................................... 13

7.      Management's Discussion and Analysis of Financial
        Condition and Results of Operations .............................. 14

7A.     Quantitative and Qualitative Disclosures
        About Market Risk................................................. 19

8.      Financial Statements and Supplementary Data ...................... 19

9.      Changes in and disagreements with Accountants on
        Accounting and Financial Disclosure .............................. 42

                                    PART III

10.     Directors and Executive Officers of the Registrant................ 43

11.     Executive Compensation ........................................... 44

12.     Security Ownership of Certain Beneficial Owners and Management.... 49

13.     Certain Relationships and Related Transactions ................... 49

                                     PART IV

14.     Exhibits, Financial Statements, Schedules and Reports
        on Form 8-K....................................................... 50


<PAGE>

PART I

ITEM 1.  BUSINESS

INTRODUCTION

Huntingdon Life Sciences Group plc (the "Company" or "Huntingdon") is one of the
world's  leading  Contract  Research  Organisations  (CROs).  The Company is the
second largest independent  world-wide provider of pre-clinical and non-clinical
biological  safety  evaluation  research services to most of the world's leading
pharmaceutical,  biotechnology,  agrochemical and industrial chemical companies.
65% of the  Company's  orders  are in  support  of early  stage  development  of
promising new pharmaceutical  and biotech compounds.  The purpose of this safety
evaluation is to identify risks to humans, animals or the environment, resulting
from the use or  manufacture  of a wide range of  chemicals  that are  essential
components of these industries products.  Huntingdon's  services are designed to
meet the regulatory requirements of governments around the world.

The  Company is based in the  United  Kingdom,  with  facilities  in  Huntingdon
(Cambridgeshire)  and Eye (Suffolk),  England, and the Princeton Research Centre
in New Jersey (USA).

GENERAL DEVELOPMENT OF THE BUSINESS

Huntingdon was originally  incorporated in the UK in 1951 as a limited liability
company  to  provide  contract  research  services  to  the  UK  pharmaceutical,
agrochemical  and food  industries.  In 1964 it was  acquired by the US company,
Becton Dickinson. Over the next 20 years it successfully established itself as a
leading  CRO with  business  across a number  of  sectors  and with a number  of
leading  pharmaceutical and agrochemical  companies.  In April 1983, the Company
was re-registered as a public limited company with the name "Huntingdon Research
Centre  plc".  In June 1985,  the  Company's  name was changed  from  Huntingdon
Research Centre plc to Huntingdon International Holdings plc.

In 1988 the Company was floated on the London  Stock  Exchange and in early 1989
it obtained a listing for its ADR's on the New York Stock Exchange.  (The ADR's
currently trade on the NASD OTC Bulletin Board.)

In order to diversify its  activities,  Huntingdon  entered the  engineering and
environmental  services business in the 1980s through acquisition,  primarily in
the US.  Through  HIH USA Inc and  its  subsidiary  Huntingdon  Engineering  and
Environmental   Services   Inc.   the  Company   provided   construction-related
engineering  services,  environmental  services,  consultancy and testing in the
USA. This business grew so that by 1990 it was contributing 70% of total Company
revenues of (pound)104 million, but only half the operating profit.

In 1991 the Company began operating a subsidiary,  Leicester  Clinical  Research
Centre Ltd. to conduct  Phase I clinical  trials,  so  providing a wide range of
biological  and  psychological  assessment  procedures  involving  healthy human
volunteers.  A further  diversification  was the  acquisition in 1991 of Travers
Morgan  Limited.  After  acquisition  the Company  began to provide  engineering
consultancy  services  outside  the USA in the  areas  of civil  and  structural
engineering,  consultation  on the planning and  development  of  transportation
systems,  project  management and  environmental  consultancy.  This  investment
proved to be  unsuccessful  and,  in December  1994,  the High Court of Justice,
Chancery  Division,  Companies  Court granted  Travers Morgan an  administrative
order under the UK Insolvency Act 1986. Joint  administrators  were appointed to
Travers  Morgan,  as a result of which  control  passed  from the  Company,  the
trading of Travers  Morgan was isolated from the Company and the Group wrote off
its investment,  providing  (pound)11.6  million against the amounts  receivable
from Travers Morgan Limited.

In 1995, the engineering and environmental services business,  which by then was
operating  at a loss,  was  also  sold  and the  Company  refocused  on its life
sciences business.  That year it acquired the toxicology business of APBI, which
comprised  laboratories near Newcastle and Eye, Suffolk in the UK and Princeton,
USA for a total consideration of $43 million,  including an agreed value of $4.5
million for the sale of the Leicester  Clinical Research Unit.  Immediately upon
acquisition  the  toxicology  business of APBI in the UK was merged with that of
Huntingdon  Research  Centre  Ltd  and  the  name of  that  company  changed  to
Huntingdon  Life Sciences Ltd. The US business  acquired  operates as Huntingdon
Life Sciences Inc.

The Company's  name was  subsequently  changed in April 1997 to Huntingdon  Life
Sciences  Group  plc.  At this time the  Company  purchased  a small  specialist
research centre in Wilmslow, Cheshire which included a marmoset breeding colony.
Huntingdon  subsequently  decided  to  close  that  facility,  with all the work
shifting to its Huntingdon and Eye facilities. The site was sold on September 1,
1999.

In the first half of 1997 allegations were made relating to animal care and Good
Laboratory Practice (GLP) against the Company's operating subsidiaries in the UK
and US. Those  allegations and the UK Government's  subsequent  statement in the
House of  Commons in July 1997 about its  investigation  into those  allegations
caused  the  cancellation  of  booked  orders  and  a  decline  in  new  orders.
Significant trading losses and cash outflows resulted during the period from mid
1997  onwards.   For  further  details  of  these   allegations  see  Government
Supervision of Regulations - 1997  Allegations  relating to animal care and GLP,
below.

During 1998 poor trading results put a heavy strain on cash resources, utilising
Huntingdon's available facilities. Given the medium to long term element of many
of Huntingdon's activities and the reluctance of clients to place new work until
Huntingdon's  finances  were  stabilised,   Huntingdon  required  a  substantial
injection  of  finance to both  initially  restore  confidence  and then to fund
operations during the period until Huntingdon returned to profitability.

On September 2, 1998 a group of new investors  subscribed  (pound)15 million for
120 million  ordinary  shares whilst  existing  shareholders  and  institutional
investors took up a further 57 million shares,  contributing (pound)7.1 million.
After  expenses of (pound)1.7  million,  the issue of shares raised  (pound)20.4
million.  On the same  date  Huntingdon's  bankers  agreed  to  confirm  and fix
Huntingdon's  facilities at  (pound)24.5  million until August 31, 2000 and this
amount was fully drawn down.

On  September 1, 1999 the sale of the Wilmslow  Research  Centre was  completed.
Parts of the proceeds  from this sale  ((pound)1.9  million)  were used to repay
bank debt and the  facility  was reduced  accordingly.  On September 1, 2000 the
remaining  facility  of  (pound)22,586,000  was  renewed,  through  a series  of
extensions,  up until January 19, 2001.  The debt was  refinanced on January 20,
2001 by means of a loan from HLSF LLC,  a  subsidiary  company  of the  Stephens
Group  Inc.,  a  related  party,  and the two  other  banks who were part of the
original loan syndicate. It is now repayable on June 30, 2006.

Since the  involvement of the new investor group, a new management team has been
appointed,  led  by  Brian  Cass,  which  the  Company  believes  has  begun  to
successfully address many of the Company's past difficulties. Relationships with
customers have been restored, a substantial cost and headcount reduction program
has been effected and sales have started to grow again at an encouraging rate.

As  Huntingdon  continues  to build on these  fundamentals,  the Company has the
following strategy and goals:

o   To be appreciated as the listening,  understanding  and reliable  partner in
    creative compound development and safety assessment;  to be the first choice
    for the industries we serve.
o   To provide our employees with the opportunity for individual  development in
    a caring, rewarding and safe working environment.
o   To be recognised positively in the local communities in which we operate.
o   To grow to  significant  profitability  and improved  return on investment
    for our shareholders.

In November 1999 a new so called "animal rights" group was formed in the UK with
Huntingdon as its target.  During 2000 the  campaigners  focused on the Company,
it's staff and  directors,  but also many other  stakeholders  in the  business,
including shareholders, financial institutions, other suppliers and customers.

DESCRIPTION OF BUSINESS

Huntingdon provides  pre-clinical and non-clinical  biological safety evaluation
research services to most of the world's leading pharmaceutical,  biotechnology,
agrochemical  and  industrial  chemical  companies.  The  purpose of this safety
evaluation is to identify risks to humans,  animals or the environment resulting
from the use or  manufacture  of a wide range of chemicals  which are  essential
components of our clients' products. The Company's services are designed to meet
the regulatory requirements of governments around the world.

The Company's  aim is to develop its business  within these  markets,  through a
mixture of organic growth and a small number of strategic acquisitions. In doing
so the Company  will benefit  from strong drug  pipelines in the  pharmaceutical
industry,   the  growing  amount  of  legislation   concerning  the  safety  and
environmental  impact of  agrochemicals  and industrial  chemicals and a growing
trend towards  outsourcing as clients focus more internal  resources on research
in the search for new compounds.

Huntingdon's sales and marketing functions are specifically  focused on two main
groups, pharmaceutical and non-pharmaceutical customers. As much of the research
activity  conducted  for  these two  customer  groups is  similar,  the  company
believes it is appropriate, operationally, to view this as one business.

Pharmaceuticals and Biopharmaceuticals

The Pharmaceutical research and development pathway is shown below:
<TABLE>
<CAPTION>

    DRUG DISCOVERY                       DRUG DEVELOPMENT                     MARKETING
  <S>                  <C>                <C>         <C>        <C>          <C>
                       |----------------|
                       |NON-CLINICAL    |               CLINICAL
  Chemical Synthesis   |  Pre-Clinical  |  Phase I    Phase II   Phase III    Phase IV
                       |Toxicology      |  Safety     Efficacy   Long Term    Post Marketing
                       |Pharmacology    |                        Efficacy     Surveillance
                       |Drug Metabolism |
                       |Pharmacokinetics|
                       |                |
                       |                | -------------------------------------
                       |   LONG TERM SAFETY STUDIES
                       |-------------------------------------------------------
</TABLE>

Huntingdon  performs  non-clinical  testing in  support of the drug  development
process.   This  primarily   consists  of  pre-clinical   outsourcing  from  the
pharmaceutical  industry,  as well as further  longer term  non-clinical  safety
testing  that is  performed  in  parallel  to human  clinical  testing  (such as
carcinogenicity   studies   and  safety   studies   relating   to   reproductive
implications). Approximately two thirds of the Company's orders are derived from
this source.  Huntingdon views its non-clinical market as extending to "proof of
concept" in man (Phase 2A) and to  analytical  chemistry  support  for  clinical
trials.  During  1999 the Company  entered  collaborative  relationships  with a
number  of  Phase  I  clinical  trial  units  and  offers  centralised  clinical
laboratory services in support of clinical trials.

The  Company  has also  actively  pursued  opportunities  to extend its range of
capabilities  supporting late stage drug discovery,  focussed around invitro and
in vivo models for lead candidate drug  characterisation  and optimisation.  Its
growing range of biological services is intended to position the Company to take
advantage  of the  knowledge  arising  from  the  Human  Genome  Project  as the
identification  of new  molecular  disease  targets is  expected  to lead to the
development  of  increased  numbers of  potential  therapies  which will require
evaluation.

The  outsourced  market for the large  clinical  trials  (Phase 3 and beyond) is
relevant to Huntingdon, but the margins are less attractive and it is subject to
a greater degree of volatility driven by the size of individual contracts. While
the Company  does not preclude  entering  this  market,  it is a very  different
business  and one in  which a number  of  major  companies  are  already  firmly
established.

o       Market growth

It is estimated that the pharmaceutical industry annual research and development
(R & D) spend is between  $35  billion  and $40 billion and is growing at around
10% per annum. Around $20 billion is focused on development and, of this, 15% is
expenditure  in  Huntingdon's  core business area of  pre-clinical  development.
Huntingdon  believes that  approximately  30% of this is outsourced  which means
that the Company is today competing in approximately a $1 billion market.

The  market  for these  services  is  growing  as a result  of  strong  new drug
pipelines:

        The Company  estimates that new drug discovery is growing at 8 - 10% per
        annum,  fueled by new  technologies  and strong profits.  New techniques
        like   combinatorial   chemistry  and  high  throughput   screening  are
        dramatically   increasing  the  efficiency  and   effectiveness  of  the
        discovery process for new molecules.

        The need to replace  earnings  from  drugs  coming off patent is driving
        increases  in the  number  of drugs  being put into  development.  It is
        estimated  there has been a 50%  increase  in the numbers of projects in
        the R & D pipeline versus five years ago.

There is also a growing trend towards the  outsourcing  of  development  work as
clients  focus more  internal  resource  on  research in the search for new lead
compounds.

        The biotechnology  industry has become a significant  source of business
        for  companies  like  Huntingdon.  The number of drugs  produced  by the
        biotechnology  industry  which  require US Food and Drug  Administration
        (FDA)  approval  has  grown  substantially  over the past  decade.  Many
        biotechnology  companies have  strategically  chosen to outsource  major
        areas of R & D and utilise  contract  research  organisations to perform
        these services.

        In  addition  the  process of  consolidation  within the  pharmaceutical
        industry is also accelerating the move towards outsourcing.  While there
        is a short term negative impact from mergers with development  pipelines
        being  rationalised and a focus on integration  rather than development,
        longer term resources are increasingly  invested in in-house  facilities
        for  discovery  and  lead  optimisation   rather  than  development  and
        regulatory safety evaluation.  The outsourcing of development and safety
        evaluation is Huntingdon's core business.

Therefore the overall market for outsourced  services is estimated to be growing
at an annual rate of around 8 to 10%.

Non-Pharmaceuticals

Huntingdon has  historically  generated one third to one half of its orders from
safety  and  efficacy  testing of  compounds  for the  agrochemical,  industrial
chemical,   veterinary  and  food  industries.  The  work  involved  bears  many
similarities  and  often  uses  many  of the  same  facilities,  equipment,  and
scientific   disciplines   to  those   employed  in   pre-clinical   testing  of
pharmaceutical compounds.

Huntingdon's business in these areas is again driven by governmental  regulatory
requirements.  The Company's  services  address  safety  concerns  surrounding a
diverse range of products,  spanning such areas as  agricultural  herbicides and
pesticides,  medical devices,  veterinary  medicines,  and chemicals used in the
manufacture  of  pharmaceutical  intermediates,   manufactured  foodstuffs,  and
household products.  Huntingdon believes it is a clear market leader in programs
designed to assess the safety, environmental impact and efficacy of agricultural
chemicals as well as in programs to take new industrial chemicals to market.

o       Market Growth

It is estimated that the world-wide market for outsourced contract research from
these  industries is around $300 million.  The growth in the  non-pharmaceutical
business is driven both by the  introduction of novel compounds and increasingly
by  legislation  concerning  the safety  and  environmental  impact of  existing
products.

The Company  believes that many market  segments  included in this broad area of
business have the potential for substantial  growth in coming years, as a result
of:

      Recent  introduction  of new  testing  requirements  for `high  production
      volume' (HPV) chemical  products in the US, and similar programs in Europe
      and Japan.

      Increasing  scrutiny of any compound  which is used in the  manufacture of
      products to which members of the public, especially children, are exposed,
      either infrequently or on a day-to-day basis (e.g.  phthalates used in the
      plastic of children's toys).

      More stringent regulations affecting compounds which have the potential to
      adversely effect the environment, e.g. biocides and endocrine disrupters.

      Growth  in  concerns  over  food  safety,  e.g. additives and genetically
      modified  foods,  and  the introduction of `nutraceuticals'.

      The requirement to register or re-register  pesticides on lists 2 and 3 to
      meet  the  European  Directive   91/414/EEC.   Huntingdon  has  unrivalled
      experience  with  the  chemicals  which  were  included  on  list 1 of the
      Directive.

Safety  testing in these  industries  is also more likely to be  outsourced  as,
unlike the pharmaceutical  industry, fewer companies have comprehensive internal
testing  facilities.  While  overall R & D is  growing at  approximately  5%, we
believe that this coupled with increased outsourcing could provide market growth
of up to 10% per annum over the next five years.

COMPETITION

Competition in both the pharmaceutical  and non  pharmaceutical  market segments
ranges  from  the  in-house   research  and   development   divisions  of  large
pharmaceutical, agrochemical and industrial chemical companies who perform their
own  safety  assessments,  to  "full  service"  providers  -  contract  research
organisations  like  Huntingdon  who  provide a full  range of  services  to the
industries - and "niche" suppliers focussing on specific services or industries.

Huntingdon   is  the  second   largest   independent   world-wide   provider  of
pre/non-clinical  safety  testing  services,   behind  Covance  Inc.  which  has
estimated sales for 2000 of approximately $290 million in this area.

ORDERS AND BACKLOG

1999 saw a 17% growth in orders with the return of client  confidence  after the
refinancing in September 1998. This growth continued in the first three quarters
of 2000 with orders 12% above 1999 levels.  The strongest  growth was in the non
pharmaceutical business. After a relatively weak year in 1999 orders grew by 53%
in the period up to the end of  September as the impact of new  legislation  fed
through into orders.  The Company's  pharmaceutical  business was not as strong,
declining  10% in the same period.  A lack of toxicology  work from  continental
Europe,  due to weak drug  pipelines  and the  strength of Sterling  against the
Euro, and the continuing  uncertainties  of the Japanese  pharmaceutical  market
were the principal contributing factors to this decline.

As the  Company  moved  into the last  quarter of the year the growth in the non
pharmaceutical  business slowed.  Given the tremendous growth in the first three
quarters this was to be expected, but the overall growth rate for 2000 was still
35% and the business is forecast to grow  further,  albeit at lower  levels,  in
2001. The fourth quarter also saw some recovery in the Company's  pharmaceutical
business  from the low levels seen in the third  quarter.  However,  this wasn't
sufficient to offset the decline in the first three  quarters and orders for the
year overall were 11% down on 1999.  Total orders for the final quarter were 23%
down on the  third  quarter  and 16% down on 1999.  Nevertheless  the  Company's
overall growth in orders for the year over 1999 was still 5%.

Given the  uncertainties  surrounding the refinancing of the Company's bank debt
and the threats by animal  rights  campaigners  directed at companies  and their
employees  in our client  industries,  the weakness in orders seen in the latter
part of the year is expected to continue  through the early part of 2001. It is,
however, encouraging to see the more recent, very public support for the Company
and the work it  undertakes  both  from the UK  Government  and  Pharmaceutical,
Biotechnology  and Chemical  industries.  The quality of work  undertaken by the
Company  is not  at  question.  With  the  refinancing  complete  and a  greater
realisation  that the issue of animal  testing is one that affects all companies
in the industry, a resumption in order growth is expected during 2001.

The geographical split of orders is as follows:

                           % of Orders from each Geographic area

                              2000                   1999
Europe                          35                     39
Far East                        21                     23
United States                   44                     38
                           --------              ---------
Total                          100                    100
                           --------              ---------

After a 30% increase in the  Company's  US business in 1999,  2000 saw a further
13% increase in orders.  Business  placed at the  Princeton  laboratory  was the
driver  behind  this with  growth at over 20%.  US  business  referred to the UK
laboratories  was  flat.  Japanese  and  European  orders  were both down on the
previous year for the reasons noted above. The weakness in Europe though did not
extend to UK  derived  business  which  showed a  gratifying  10%  growth on the
previous year.

GOVERNMENT SUPERVISION OF OPERATIONS

Supervisory regimes

Since the services  provided by Huntingdon  are used to support  pharmaceutical,
biotechnological,  chemical or agrochemical product approval  applications,  its
laboratories are subject to both formal and informal  inspections by appropriate
regulatory  and  supervisory  authorities,  as well as by  representatives  from
client  companies.  Huntingdon  is  regularly  inspected  by  US,  Japan  and UK
governmental  agencies  because of the number and complexities of the studies it
undertakes.  In 1979, the US Food and Drug Administration  (FDA) promulgated the
GLP  regulations,   defining  the  standards  under  which   biological   safety
evaluations  are  to be  conducted.  Other  governmental  agencies  such  as the
Environmental  Protection  Agency  (EPA),  the  Japanese  Ministry Of Health and
Welfare, the Japanese Ministry of Agriculture,  Forestry and Fisheries,  and the
UK Department of Health,  have introduced  compliance  monitoring  programs with
similar GLP  standards.  Huntingdon has had over 30 such  inspection  visits and
audits since 1985.

Huntingdon's  operations  in the UK are  regulated  by the  Animals  (Scientific
Procedures)  Act 1986.  This  legislation,  administered  by the UK Home Office,
provides  for  the  control  of  scientific  procedures  carried  out on  living
vertebrate animals and regulation of the animals' environment. Personal licences
(Huntingdon has approximately 300 licensees) are issued by the UK Home Office to
personnel who are competent to perform regulated  procedures and each program of
work must be  authorised  in  advance  by a  Project  Licensee.  Premises  where
procedures  are  carried  out must also be  formally  designated  by the UK Home
Office.  Consultations  and  inspections  are  regularly  undertaken in order to
ensure  continued  compliance  with  regulatory  and  legislative  requirements.
Typically, Huntingdon has 18 such inspections annually.

Huntingdon's laboratory in the USA is subject to the United States Department of
Agriculture  (USDA)  Animal  Welfare  Regulations  (Title  9,  Code  of  Federal
Regulations,  Subchapter  A). The  laboratory  is  regularly  inspected  by USDA
officials for compliance with these  regulations.  Compliance is assured through
an  Institutional  Animal Care and Use Committee,  comprising staff from a broad
range of disciplines  within Huntingdon and including  external  representation.
Furthermore, laboratories in the USA are expected by the USDA to be certified by
an independent and internationally recognised organisation,  the Association for
Assessment and Accreditation of Laboratory Animal Care (AAALAC).

At each of its research centres, Huntingdon ensures the availability of suitably
experienced and qualified veterinary staff backed by a 24 hour call out system.

1997 Allegations relating to animal care and GLP

In the Spring of 1997 allegations of malpractice  related to animal care and GLP
were made at both  Huntingdon's  UK and US operations.  The UK allegations  were
received by the regulatory  authorities following the television broadcast of an
animal rights  "undercover"  film showing  breaches of animal care procedures by
employees of the Company.  Those in the US were  submitted to the USDA and based
on reports received by PeTA, an animal rights activist group.

In July 1997 the UK Home Office Inspectors  confirmed to their satisfaction that
whilst  there was an incident  of  maltreatment,  it was  isolated.  However,  a
statement made by the Government caused many clients to conclude that there were
separate  further  allegations.  The Home  Office then  established  a number of
conditions,  which  Huntingdon  had to comply  with by the end of  November.  On
September  29, 1997,  the Home Office  stated that the Company had  demonstrated
full compliance with the conditions and that they were fully satisfied.

In the US the USDA undertook two  inspections  during the summer of 1997 and one
in  February  1998,  these  followed  their  annual  inspection  in April and an
intensive  FDA  inspection  in  February - both of which were  satisfactory.  In
December 1997  Huntingdon  announced the receipt of a settlement  agreement as a
Court  Order  in  which  PeTA  agreed  to  give up all of its  campaign  against
Huntingdon. The AAALAC inspected the site and unanimously endorsed its continued
accreditation.  In 1998 the USDA investigation was concluded and did not include
any concessions of violations by Huntingdon. In December 1998 the USDA conducted
its annual routine  inspection of the  laboratories and concluded that they were
in full compliance with all aspects of the Department's Regulations.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

Whilst  Huntingdon  is obliged in the  conduct of its  business  to comply  with
certain  environmental  regulations,  compliance with such  regulations does not
impact  significantly  on  its  earnings  or  competitive  position.  Management
believes  that its  operations  are  currently in material  compliance  with all
applicable environmental regulations.

OTHER INFORMATION PERTAINING TO THE COMPANY

Human Resources

Huntingdon's  most  important  resource  is its  people,  they have  created the
Company's knowledge base, its expertise and its excellent scientific reputation.
Scientists  from the Company are represented at the highest levels in several UK
and  international  committees  on safety and toxicity  testing.  Several  staff
members are  considered  leaders in their  respective  fields,  they  frequently
lecture at  scientific  seminars and  regularly  publish  articles in scientific
journals. This recognition has resulted in frequent assignments from clients for
consultation  services.  Some of  Huntingdon's  staff  serve  by  invitation  or
election on a number of scientific and industrial  advisory panels and groups of
certain  organisations  and agencies such as the FDA, the EPA, the UK Department
of Health, and the World Health Organisation.

To ensure that this  experience  and  expertise is  transmitted  throughout  the
organisation, the Company maintains training programs. For example, Huntingdon's
Introductory and Advanced Graduate Training Programs train graduate staff in all
phases  of  toxicology.  Also,  in  conjunction  with the  Institute  of  Animal
Technology,  Huntingdon  maintains  what it  believes  to be one of the  largest
animal   technician   training  programs  in  the  world.   Huntingdon   employs
approximately 300 licensed personnel.

The  number of  employees  in the Group at  December  31,  2000 and 1999 were as
follows:

                                        Employees at December 31
                                        2000                  1999

UK ............................         1,093                 1,090
USA............................           212                   199
Japan..........................            10                    10
                                 ------------            ----------
                                        1,315                 1,299
                                 ------------            ----------

Animal Rights Activism

In  parallel   with  an  increase  in  so  called   "animal   rights"   activity
internationally,  during November 1999 a new campaign group was formed in the UK
with  Huntingdon  as its  target.  The  group's  broad aim is to end all  animal
research;  targeting  Huntingdon is the next step on this path. During 2000 this
campaign  intensified  with any stakeholder in the Company  becoming a potential
target; this included staff, directors, institutional and personal shareholders,
customers,  financial  institutions and other  suppliers.  The protests took the
form of  direct  action;  incorporating  demonstrations  outside  the  Company's
facilities and in local towns;  distribution of propaganda;  abuse, intimidation
and threats  directed at many of the  stakeholders  listed above.  Many of these
illegal  activities were carried out by extreme "animal rights"  activists.  The
worst acts of violence  have been  targeted at members of staff and directors of
the Company. These have taken the form of night-time arson attacks on employees'
cars  outside  their  homes and  physical  attacks  on senior  managers  as they
returned home from work.

To counter this "animal  rights"  campaign  Huntingdon has adopted a strategy of
openness and direct  co-operation with the media and the local communities.  The
Company has taken every  opportunity to promote the value of the work it does in
helping its customers  bring to market safe and effective  products.  Members of
the media,  schools,  local  groups and  national  bodies  have all  visited the
Company,  toured the animal facilities and laboratories,  and talked with staff.
These  visitors  have been  consistently  impressed  with  Huntingdon's  ethics,
standards  of  animal  welfare  and  the  professionalism  of  its  staff.  As a
consequence of the Company's high profile  public  relations  activities and the
irrationality of the "animal rights"  messages,  the national media coverage has
become increasingly positive throughout the year.

The Company has  successfully  lobbied  politicians and the British  parliament,
with great support from  industry  trade bodies such as the  Association  of the
British  Pharmaceutical  Industry,  Bioindustry  Association,  Chemical Industry
Association and Research Defence Society. As a result the British Government has
made very positive  statements in support of Huntingdon  and has been  extremely
critical of the illegal acts of some "animal rights" supporters.  The Government
is currently  reviewing  legislation to offer more  protection to those targeted
and are encouraging the police and courts to ensure the law is enforced.

Management and Labour Relations

Huntingdon's  labour force is non-union and there has never been any  disruption
of the business through strikes or other employee action.  Huntingdon  regularly
reviews its pay and benefits  packages and believes  that its labour  relations,
policies and practices and management  structure are  appropriate to support its
competitive position.

Research and Development

In addition to  experience  gained  through  research  activities  performed for
clients,  Huntingdon  engages in  research  in order to respond to the  changing
needs of clients and to maintain  competitiveness within the industries in which
it operates.  Most of the research  undertaken,  however, is an inherent part of
the research carried out on behalf of clients in completing  studies and as such
it is not identified separately.

Know-how and Patents

Huntingdon believes that its proprietary know-how plays an important role in the
success of its business.  Where Huntingdon  considers it appropriate,  steps are
taken to protect its know-how through confidentiality  agreements and protection
through  registration  of  title  or use.  However  Huntingdon  has no  patents,
trade-marks,  licenses,  franchises or  concessions  which are material and upon
which any of the services offered is dependent.

Quality Assurance

Huntingdon  maintains extensive quality assurance  programs,  designed to ensure
that all testing  programs  meet client  requirements,  as well as all  relevant
codes,  standards  and  regulations.   Based  on  a  Master  Schedule,  periodic
inspections are conducted as testing  programs are performed to assure adherence
to  project  specifications  or  protocols  and final  reports  are  extensively
inspected  to ensure  consistency  with  data  collected.  Huntingdon's  quality
assurance  programs are  controlled by a formally  constituted  Quality Board, a
Quality Monitoring Committee and Quality Groups.

Financial information about geographic areas

See Financial Statements

Available Information

Huntingdon  files annual,  quarterly and current  reports and other  information
with the SEC  (including an Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1999).  You may read and copy any of these  reports,  statements or
other information at the SEC's Internet site (http:/www.sec.gov) or at the SEC's
public reference rooms (450 Fifth Street, N.W.,  Washington,  DC 20549). You can
request copies of those documents, upon payment of a duplicating fee, by writing
to the SEC.


ITEM 2.  PROPERTIES

Huntingdon's head office is situated within the research centre at Huntingdon.

Huntingdon  believes that its facilities,  described below, are adequate for its
operations and that suitable additional space will be available when needed.

The  following  table  shows  the  location  of the  facilities  of  Huntingdon,
approximate size and the principal  activities conducted at such facilities each
of which is owned by the Company.

<TABLE>
<CAPTION>

Location                   Laboratories    Size         Principal Activities
                           and Offices
<S>                        <C>             <C>          <C>
Huntingdon, England        612,000         80 acres     Laboratories, animal accommodation and
                           sq.ft.                       offices
Near Princeton, NJ, USA    180,000         53.5         Laboratories, animal accommodation and
                           sq.ft.          acres        offices
Near Diss, England         250,000         28 acres     Laboratories, animal accommodation and
                           sq.ft.                       offices

</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

Huntingdon is party to certain legal actions arising out of the normal course of
its  business.  In  management's  opinion,  none of these  actions  will  have a
material effect on Huntingdon's  operations or financial  condition.  No form of
proceedings has been brought,  instigated or is known to be contemplated against
Huntingdon by any governmental agency.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


<PAGE>


PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's  Ordinary Shares are listed on the London Stock Exchange Ltd under
the Stock Exchange Automated  Quotation symbol "HTD." American Depositary Shares
"ADS"s,  each of which  evidences  twenty five Ordinary Shares and which in turn
are evidenced by American Depositary Receipts "ADR"s, are listed on the National
Association of Securities  Dealers' Over the Counter  Bulletin  Board  (NASDOTC)
under the symbol  "HTDLY".  Prior to December  27, 2000 these were listed on the
New York  Stock  Exchange,  Inc  ("NYSE")  under  the  symbol  "HTD".  They were
suspended from the NYSE because they no longer met the NYSE's continuing listing
criteria,  in particular the market  capitalisation of the Company was below $50
million.

On July 10,  2000 the Company  changed  its ADS ratio from one ADS  representing
five Ordinary Shares to one ADS representing  twenty five Ordinary  Shares.  The
ratio  change  was  implemented  to ensure  compliance  with the New York  Stock
Exchange's listing  requirement that ADS's trade at a minimum price of $1.00 per
share.

The Bank of New York is the  depositary for the Ordinary  Shares  represented by
ADSs.  As at March 2,  2001,  there  were 73  recorded  holders  of ADSs.  It is
believed  that, at such date,  83,862,740  of the  Company's  total issued share
capital of 291,184,962  Ordinary Shares were  represented by 3,354,510 ADSs. The
remaining  Ordinary  Shares were, as at such date,  held in the form of Ordinary
Shares for which there were 2,623 recorded holders.

The high and low  quarterly  sales prices (in pounds  sterling) of the Company's
Ordinary  Shares on the London Stock  Exchange  from January 1, 1999 to December
31, 2000 were as follows:

                                                    HIGH SALES        LOW SALES
QUARTER ENDED                                          PRICE            PRICE
-------------                                     --------------   ------------
                                                     (pound)          (pound)

March 31, 1999..................................      0.215            0.11
June 30, 1999...................................      0.195            0.1875
September 30, 1999..............................      0.1925           0.175
December 31, 1999...............................      0.175            0.105
March 31, 2000..................................      0.2775           0.08
June 30, 2000...................................      0.1475           0.0775
September 30, 2000..............................      0.1125           0.06
December 31, 2000...............................      0.06             0.0225

The high and low quarterly  sales prices (in US dollars) of the Company's  ADSs,
as evidenced  by ADRs,  on the NASDOTC and  previously  the NYSE from January 1,
1999 to December 31, 2000 were as follows:

                                                    HIGH SALES        LOW SALES
QUARTER ENDED                                        PRICE             PRICE
-------------
                                                   -------------    ------------
                                                         $               $
March 31, 1999.................................       10.95             5.65
June 30, 1999..................................        9.4              6.25
September 30, 1999.............................        8.15             4.4
December 31, 1999..............................        6.9              4.05
March 31, 2000.................................       14.7              2.5
June 30, 2000..................................        7.5              3.15
September 30, 2000.............................        4.31             1.69
December 31, 2000..............................        1.94             0.19

The prices for periods  prior to July 10, 2000 have been  adjusted for the ratio
change of ordinary  shares to ADS's.  On March 2, 2001, the  mid-market  closing
price of Huntingdon's Ordinary Shares was (pound)0.065 and was $2.25 per ADR.

The Board  does not  expect to declare  or pay cash  dividends  on  Huntingdon's
Ordinary  Shares in the near future.  The Board of Directors  will determine the
extent to which legally available funds will be used to pay dividends. In making
decisions regarding dividends, the Board will exercise its business judgment and
will take into  account  such  matters as results of  operations  and  financial
condition and any then-existing or proposed commitments for the use of available
funds.

See Item 7 for  discussion  of  restrictions  impacting  the export or import of
capital or that affect the  remittance  of  dividends  or other  payments to non
resident holders of the Company's equity.

ITEM 6.  SELECTED FINANCIAL DATA

The following selected  consolidated  statement of operations and operating data
for the  years  ended  December  31,  2000,  1999,  1998,  1997 and 1996 and the
consolidated  balance  sheet data as of  December  31,  1996  through  2000 were
derived from  Huntingdon's  audited  consolidated  financial  statements and the
related notes  included in this Annual Report on Form 10-K  beginning on page 22
and previously audited financial statements.

The Company reports primarily in UK GAAP as it is incorporated in the UK and the
majority  of its  operations  and  assets  are  based in the UK.  The  following
financial  information  has  been  prepared  under  the  US  generally  accepted
accounting principles,  which is the basis on which the financial statements are
prepared for this Form 10-K.

<TABLE>

                                                             12 Months Ended December 31
<CAPTION>
                                      ---------- ------------ ------------- ------------- ------------
                                           2000         1999          1998          1997         1996
                                      ---------- ------------ ------------- ------------- ------------

(AMOUNTS IN STERLING THOUSANDS, EXCEPT PER SHARE DATA)  OPERATING STATEMENT DATA
<S>                                     <C>         <C>           <C>            <C>           <C>
Revenues                                 63,297      58,215         52,616        63,689       73,564
Net (loss)/income                       (6,996)     (4,095)       (24,437)       (2,882)        7,871
Operating (loss)/profit                 (2,329)     (1,821)       (28,234)       (5,065)       11,799
from continuing operations
(Loss)/earnings per share -      (pound)(0.024)(pound)(0.014) (pound)(0.142)(pound)(0.026) (pound)0.073
basic (A)
</TABLE>

<TABLE>

                                                             As at December 31
<CAPTION>

                                      ---------- ----------- -------------- ------------- ------------
                                           2000        1999           1998          1997         1996
                                      ----------------------------------------------------------------

(AMOUNTS IN STERLING THOUSANDS) BALANCE SHEET
<S>                                      <C>         <C>           <C>           <C>          <C>
Total Assets                             92,991      98,635        110,137       112,461      108,924
Long-term debt                           34,472      31,023         54,688        33,691       42,654
Shareholders' equity                      2,723       9,216         13,311        17,362       14,586
<FN>
(A)  Based upon an average of 291,206,073 (1999: 291,010,294; 1998: 172,199,772;
     1997: 112,935,450;  1996: 108,492,218) Ordinary Shares outstanding.

(B)  Significant changes from 1996 to 1997 are explained in Item 1

(C)  See Item 7 for information relating to exchange rates.

</FN>
</TABLE>

<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

GENERAL

You  should  read  the  following  together  with  the  consolidated   financial
statements  and the related  notes  included in this Annual  Report on Form 10-K
beginning on page 22.  Certain  statements in this section are  "forward-looking
statements." You should read the information under "Forward-Looking  Statements"
later  in this  section  for  special  information  about  our  presentation  of
forward-looking information.

Huntingdon is a leading CRO which  provides an extensive  range of  pre-clinical
and  non-clinical  services to the  pharmaceutical,  agrochemical and industrial
chemical  industries.  The Company provides those services under contracts which
may range from one day to three years. Income from these contracts is recognised
on the  basis of work done and  variable  costs are  matched  with such  income.
Contracts  are  generally  terminable  upon notice by the client with the client
being  responsible for reimbursing  Huntingdon for the value of work done to the
date of cancellation  plus the value of work required to wind down a study on an
orderly basis.

The Company's business is characterised by high fixed costs, in particular staff
and facility related costs. Such a high proportion creates favourable conditions
for the Company as excess  capacity is utilised but, during periods of declining
revenue,  careful planning is required to reduce costs without impairing revenue
generating activities.

RESULTS OF OPERATIONS

12 months ended December 31, 2000 compared with the 12 months ended December 31,
1999.

Revenues in the twelve months ended December 31, 2000 were (pound)63.3  million,
an increase of 9% on revenues of (pound)58.2 million for the twelve months ended
December  31,  1999.  The  recovery  in the  volume  and value of orders  placed
following the  refinancing  in September  1998 was maintained in the first three
quarters  of 2000 and was behind the 11% growth in  revenues  in the first three
quarters of the year.  However the decline in orders in the final quarter led to
a fall off in revenues in the final quarter.

Cost of sales in the twelve  months  ended  December  31, 2000 were  (pound)54.4
million,  an  increase  of 6% on cost of sales of  (pound)51.5  million  for the
twelve months ended December 31, 1999. Increases in the US were in line with the
growth in revenues.  However,  in the UK cost  increases  were higher than those
reflecting  revenue growth alone.  Partly this was due to a change in the mix of
business which required higher animal and sub contract  costs.  However the main
increase  was in labour costs  reflecting  actions  taken to adjust  salaries to
allow retention and  recruitment of key employees.  This program started in 1999
and continued through 2000.

Selling and administrative  expenses rose by 11% to (pound)10.0  million for the
twelve  months  ended  December 31, 2000 from  (pound)9.0  million in the twelve
months  ended  December  31,  1999.  This  growth was due to a  build-up  of the
Company's  sales force  during the year and a higher  proportion  of  commission
based orders.

Other operating  expenses in the twelve months ended December 31, 2000 comprised
a write off of costs  incurred in the  refinancing of the Company's bank debt of
(pound)22.6 million. The costs have been written off rather than carried forward
and amortised over the period of the new loan agreement.  The reason for this is
that the costs  were  incurred  on  elements  of the  refinancing  which did not
proceed or on facility  extensions prior to the year end. Other operating income
in the twelve  months ended  December 31, 1999  comprised a profit of (pound)1.8
million  on the  sale  of the  Wilmslow  Research  Centre,  offset  by a loss of
(pound)1.3 million to write off assets that are not Year 2000 compliant.

Net interest  expense rose by 21% to  (pound)4.7  million for the twelve  months
ended  December  31, 2000 from  (pound)3.9  million in the twelve  months  ended
December  31,  1999.  (pound)0.4  million of this  increase  was due to facility
renewal fees,  the balance due to lower cash balances and higher  interest rates
following the extension of the Company's loan facility after August 2000.

The unrealised  loss on exchange of (pound)1.7  million arose on net liabilities
denominated  in US  dollars  (primarily  the  Convertible  Capital  Bonds of $50
million) with the weakening of sterling against the dollar. In the twelve months
to December 31, 1999 sterling also  weakened  against the dollar  resulting in a
loss on exchange of (pound)0.7 million.

Taxation  relief on losses for the twelve  months  ended  December  31, 2000 was
(pound)1.8  million  representing  relief at 20% compared to (pound)2.3  million
representing  relief at 36% for the twelve  months  ended  December  31, 1999. A
reconciliation  between the UK  Corporation  tax rate and the effective  rate of
income tax relief on losses  before  income  taxes for the twelve  months  ended
December 31, 2000 and December 31, 1999 is shown below:

                                                % of Income before Income Taxes
                                                      2000            1999
                                                         %               %
UK statutory rate                                       30              30
Effect of non taxation of profit on sale of fixed
assets, goodwill & exceptional bad debt recovery         -               6
Exchange loss not taxable                              (4)             (5)
Effect of reduction in UK tax rate on deferred tax       -               5
Prior year adjustments                                 (6)               -
                                                   --------      ----------
Effective tax rate                                      20              36
                                                   --------      ----------

The  overall  net  loss  for the  twelve  months  ended  December  31,  2000 was
(pound)7.0 million compared to a loss of (pound)4.1 million in the twelve months
ended December 31, 1999. The loss per share for the twelve months ended December
31, 2000 was  (pound)0.024  compared to a loss per share of (pound)0.014 for the
twelve months ended December 31, 1999 on shares in issue of  291,206,073  (1999,
291,010,294).

12 months ended December 31, 1999 compared with the 12 months ended December 31,
1998

Revenues in the twelve months ended December 31, 1999 were (pound)58.2  million,
an  increase of 11% on revenues  of  (pound)52.6  million for the twelve  months
ended  December 31, 1998.  The recovery in the volume and value of orders placed
following the refinancing in September 1998, noted in the final quarter of 1998,
continued throughout 1999.

Cost of sales fell by 9% to  (pound)51.5  million  for the twelve  months  ended
December 31, 1999 from (pound)56.7  million for the twelve months ended December
31, 1998 despite the increase in revenues.  Huntingdon's  operating capacity was
reduced  throughout  1998  through  natural  attrition  and the  closure  of the
Wilmslow  Research Centre. In addition a cost reduction program was announced by
new  management in December  1998.  This was designed to align  operations  with
current sales levels and has produced  targeted  savings of (pound)6 million per
year.

Selling and  administrative  expenses fell by 2% to  (pound)9.0  million for the
twelve  months  ended  December 31, 1999 from  (pound)9.2  million in the twelve
months ended December 31, 1998, due to lower commission expenses.

Other operating  income in the twelve months ended December 31, 1999 comprised a
profit of (pound)1.8 million on the sale of the Wilmslow Research Centre, offset
by a loss of  (pound)1.3  million  to write  off  assets  that are not Year 2000
compliant. In the twelve months ended December 31, 1998 other operating expenses
were (pound)14.9 million. These arose from:

(i)     Closure of the  Company's  UK site at Wilmslow and write down of related
        assets.  Redundancy and related costs amounted to (pound)0.4 million and
        asset write down (pound)2.9 million.
(ii)    The  December  1998  cost  reduction  program  designed  to  rationalise
        capabilities in the UK. The cost of this program was (pound)3.4  million
        including asset write offs of (pound)0.5 million.
(iii)   The write off of the unamortised  balance of the goodwill arising on the
        acquisition of businesses in 1995 of (pound)7.3  million.  Following the
        decline in revenues and the successful  integration  of the  businesses,
        this no longer has any intrinsic value.
(iv) A review of asset values in the UK resulting in accelerated depreciation of
(pound)0.9 million.

Net interest  expense fell by 29% to  (pound)3.9  million for the twelve  months
ended  December  31, 1999 from  (pound)5.5  million in the twelve  months  ended
December 31, 1998. Interest expense in 1998 included (pound)1.2 million relating
to the review and renewal of borrowing facilities.

The unrealised  loss on exchange of (pound)0.7  million arose on net liabilities
denominated  in US  dollars  (primarily  the  Convertible  Capital  Bonds of $50
million) with the weakening of sterling against the dollar. In the twelve months
to December 31, 1998  sterling  strengthened  against the dollar  resulting in a
(pound)0.2 million gain on exchange.

Taxation  relief on losses for the twelve  months  ended  December  31, 1999 was
(pound)2.3  million  representing  relief at 36% compared to (pound)9.0  million
representing  relief at 27% for the twelve months ended  December 31, 1998.  The
difference in effective tax rates is due to a combination of exchange losses not
taxable,  changes in tax rates and the effect of non-taxation of other operating
income/expense.

The  overall  net  loss  for the  twelve  months  ended  December  31,  1999 was
(pound)4.1  million  compared  to a loss of  (pound)24.4  million  in the twelve
months  ended  December  31,  1998.  The 1999 loss per  share was  (pound)0.014,
compared  to a loss per  share of  (pound)0.142  last year on shares in issue of
291,010,294 (1998, 172,199,772).

LIQUIDITY & CAPITAL RESOURCES

During the twelve months ended December 31, 2000 funds absorbed were  (pound)3.1
million, reducing cash in hand and on short term deposit from (pound)5.3 million
at December 31, 1999 to (pound)2.2  million at December 31, 2000. The funds were
utilised as follows:-

                                              2000            1999
                                         (pound)m        (pound)m
Operating loss (1)                            (1.1)          (2.3)
Depreciation                                   6.0            5.9
Cost reduction program                          -            (2.1)
Working capital movements                     (1.6)          (1.6)
Refinancing costs                             (1.2)            -
Interest                                      (4.4)          (3.8)
Proceeds from sale of Wilmslow                  -             4.2
Capital expenditure                           (1.9)          (3.0)
Loan receipts/(payments)                       1.1           (6.1)
                                           ------------   -----------
                                              (3.1)           8.8
                                           ------------   -----------

(1) Before other  operating  expense of  (pound)(1.2)  million in 2000 and other
operating income of (pound)0.5 million in 1999

During 1998 poor trading results put a heavy strain on cash resources, utilising
Huntingdon's available facilities. Given the medium to long term element of many
of Huntingdon's activities and the reluctance of clients to place new work until
Huntingdon's  finances  were  stabilised,   Huntingdon  required  a  substantial
injection  of  finance to both  initially  restore  confidence  and then to fund
operations during the period until Huntingdon returned to profitability.

On September 2, 1998 a group of new investors  subscribed  (pound)15 million for
120 million  ordinary  shares whilst  existing  shareholders  and  institutional
investors took up a further 57 million shares,  contributing (pound)7.1 million.
After  expenses of (pound)1.7  million,  the issue of shares raised  (pound)20.4
million.  On the same  date  Huntingdon's  bankers  agreed  to  confirm  and fix
Huntingdon's  facilities at  (pound)24.5  million until August 31, 2000 and this
amount was fully drawn down.

On  September 1, 1999 the sale of the Wilmslow  Research  Centre was  completed.
Part of the proceeds from this site ((pound)1.9 million) were used to repay bank
debt  and the  facility  was  reduced  accordingly.  On  September  1,  2000 the
remaining  facility  of  (pound)22,586,000  was  renewed  through  a  series  of
extensions,  up until January 19, 2001.  The debt was  refinanced on January 20,
2001 by means of a loan from HLSF LLC,  a  subsidiary  company  of the  Stephens
Group  Inc.,  a  related  party,  and the two  other  banks who were part of the
original loan syndicate. It is now repayable on June 30, 2006.

Interest  was  payable in  quarterly  breaks at "LIBOR"  plus 1.75% per annum in
respect of drawings up to  (pound)19,500,000  and "LIBOR"  plus 2% in respect of
drawings  over  (pound)19,500,000  up until  August  31,  2000.  From  that date
interest was payable at "LIBOR" plus 3% per annum.  The interest rate payable at
December  31,  2000 was 8.95%.  Following  the  refinancing  on January 20, 2001
interest is again  payable in quarterly  breaks at "LIBOR" plus 1.75% in respect
of drawings up to  (pound)19,500,000  and "LIBOR" plus 2% in respect of drawings
over (pound)19,500,000.

In addition a  (pound)2,000,000  loan facility was made available to the Company
on  September  25, 2000 by a director,  Mr Baker.  (pound)1,000,000  of this was
drawn  down  immediately.  The  loan is  repayable  on  demand,  although  it is
subordinate to the bank loan, it is unsecured and interest is payable  quarterly
at 10%.

The remainder of  Huntingdon's  long term  financing is provided by  Convertible
Capital Bonds repayable in 2006. These Bonds, totalling $50 million, were issued
in 1991 and remain  outstanding as at December 31, 2000.  They carry interest at
7.5% per  annum,  payable  at  six-monthly  breaks in March and  September.  The
conversion rate, which is based upon a fixed rate of exchange of  (pound)1.00=US
$1.6825  is 242.3  pence per  Ordinary  Share and is subject  to  adjustment  in
certain circumstances.

The  balance of the  consideration  payable  for the  purchase  of the  Wilmslow
Research Centre (acquired in 1997) which remained outstanding as at December 31,
1998 ((pound)3.3 million) was repaid during 1999.

EXCHANGE RATE FLUCTUATIONS AND EXCHANGE CONTROLS

In the twelve  months to December 31, 2000  following  the weakening of sterling
against the US dollar, net liabilities  denominated in US dollars (primarily the
Convertible   Capital  Bonds  of  $50  million)  have   increased  in  value  on
consolidation to sterling.  This does not affect the cash flow of Huntingdon but
has  increased  the  reported  loss  before  tax,  accounting  largely  for  the
unrealised  loss on exchange of (pound)1.7  million  reported in these  results.
This compares with an exchange loss in the twelve months to December 31, 1999 of
(pound)0.7 million.

Interest on the Convertible  Capital Bonds is payable  half-yearly (in March and
September)  in US dollars and the impact of  fluctuations  in the exchange  rate
between  sterling  and US  dollars is offset by US dollar  denominated  revenues
receivable by Huntingdon. Although reported results have been affected partially
by conversion  into sterling of the Bonds on  consolidation  and there may be an
impact in the future, Management has decided not to hedge against this exposure.
Such a hedge might impact upon Huntingdon's cash flow compared with movements on
the Bonds which do not affect cash flow in the medium term. Huntingdon's current
treasury policy does not include any hedging or derivative activity.

Huntingdon  operates on a world-wide basis and generally invoices its clients in
the  currency  of the  country in which it  operates.  Thus,  for the most part,
exposure to exchange rate  fluctuations  is limited as sales are  denominated in
the same currency as costs. Trading exposures to currency  fluctuations do occur
as a result of certain  sales  contracts,  performed  in the UK for US  clients,
which are  denominated in US dollars and contribute  approximately  17% of total
revenues,  and exchange rate  fluctuations  have an impact on the relative price
competitiveness  of  Huntingdon  vis a vis  competitors  who trade in currencies
other than sterling or dollars.

Exchange rates for translating sterling into US dollars were as follows:

        YEAR ENDED                  AT DECEMBER 31           AVERAGE RATE (1)
        DECEMBER 31
--------------------------    -----------------------    ---------------------
           1996                          1.71                      1.57
           1997                          1.64                      1.64
           1998                          1.66                      1.66
           1999                          1.61                      1.62
           2000                          1.49                      1.52

(1) Based on the average of the exchange rates on the last day of each month
    during the period.



On March 2, 2001 the noon buying rate for sterling was $1.4675   =(pound)1.00

Huntingdon has not experienced difficulty in transferring funds to and receiving
funds  remitted from those  countries  outside the US or UK in which it operates
and Management expects this situation to continue.

Whilst  the UK has  not at  this  time  entered  the  European  Monetary  Union,
Huntingdon  has  ascertained  that its financial  systems are capable of dealing
with Euro  denominated  transactions.  In addition,  these  systems  ensure that
Huntingdon, if ever required to do so, will be able to report in Euros.

COMPETITION

Competition in both the  pharmaceutical and  non-pharmaceutical  market segments
ranges from in-house research and development divisions of large pharmaceutical,
agrochemical  and industrial  chemical  companies,  who perform their own safety
assessments to contract research  organisations  like Huntingdon,  who provide a
full range of  services  to the  industries  and niche  suppliers  focussing  on
specific services or industries.

This  competition  could  have a material  adverse  effect on  Huntingdon's  net
revenues  and net income,  either  through  in-house  research  and  development
divisions doing more work internally to utilise  capacity or through the loss of
studies  to  other  competitors  on  pricing.   As  Huntingdon  operates  on  an
international basis, movements in exchange rates, particularly against sterling,
can have a significant impact on its price competitiveness.

INDUSTRY CONSOLIDATION

The  process  of  consolidation   within  the  pharmaceutical   industry  should
accelerate the move towards outsourcing work to contract research  organisations
such as Huntingdon in the longer term as resources are increasingly  invested in
in-house facilities for discovery and lead optimisation, rather than development
and  regulatory  safety  evaluation.  However,  in the  short  term,  there is a
negative impact with  development  pipelines being  rationalised  and a focus on
integration rather than development.  This can have a material adverse impact on
Huntingdon's net revenues and net income.

INFLATION

While most of Huntingdon's  net revenues are earned under fixed price contracts,
the effects of inflation do not generally have a material  adverse effect on its
operations  or financial  condition as only a minority of the  contracts  have a
duration in excess of one year.

NEW ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities".  This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts (collectively referred to as derivatives), and for hedging activities.
It  requires  that an entity  recognise  all  derivatives  as  either  assets or
liabilities in the statement of financial position and measure those instruments
at  fair  value.  As  amended  by  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities  - Deferral of the  Effective  Date of FAB
Statement  No. 133",  this  statement is  effective  for all fiscal  quarters of
fiscal  years  beginning  after  June  15,  2000,  although  early  adoption  is
encouraged.  The adoption of this statement  will not have a material  impact on
the Company's financial statements.

FORWARD LOOKING STATEMENTS

Statements in this management's  discussion and analysis of financial  condition
and  results of  operations,  as well as in certain  other  parts of this Annual
Report on Form 10-K (as well as information included in oral statements or other
written  statements made or to be made by Huntingdon) that look forward in time,
are forward looking  statements  made pursuant to the safe harbor  provisions of
the Private  Litigation Reform Act of 1995.  Forward looking  statements include
statements concerning plans,  objectives,  goals,  strategies,  future events or
performance,  expectations,  predictions,  and assumptions and other  statements
which are  other  than  statements  of  historical  facts.  Although  Huntingdon
believes  such  forward-looking  statements  are  reasonable,  it  can  give  no
assurance that any  forward-looking  statements  will prove to be correct.  Such
forward-looking  statements  are subject  to, and are  qualified  by,  known and
unknown risks,  uncertainties and other factors that could cause actual results,
performance or achievements to differ materially from those expressed or implied
by those statements.  These risks,  uncertainties and other factors include, but
are not limited to  Huntingdon's  ability to estimate the impact of  competition
and of industry  consolidation  and risks,  uncertainties  and other factors set
forth in  Huntingdon's  filings with the  Securities  and  Exchange  Commission,
including without limitation this annual report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market  risk  represents  the risk of loss  that  may  impact  the  consolidated
financial  position,  results of  operations  or cash flows of the Company.  The
Company is exposed to market  risk in the areas of  interest  rates and  foreign
currency exchange rates.

INTEREST RATES

The  Company's  exposure to market risk for  changes in interest  rates  relates
primarily  to the  Company's  debt  obligations.  The  Company  has a cash  flow
exposure on its bank loans due to its variable LIBOR  pricing.  In the 12 months
ended  December  31,  2000  a 1%  change  in  LIBOR  would  have  resulted  in a
fluctuation in interest expense of approximately (pound)230,000.

FOREIGN EXCHANGE RISK

See Item 7 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations, Exchange Rate Fluctuations and Exchange Controls.

For disclosure of other risks see Item 7 - Management's  Discussion and Analysis
of Financial Condition and Results of Operations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                               Page

Report of Deloitte & Touche - Independent Auditors                        20

Report of Arthur Andersen - Independent Auditors                          21

Consolidated Balance Sheets - December 31, 2000 and 1999                  22

Consolidated Statements of Operations
   - Years ended December 31, 2000, 1999 and 1998                         23

Consolidated Statements of Changes in Stockholders' Equity -
Years ended December 31, 2000, 1999 and 1998                              24

Consolidated Statements of Cash Flows
   - Years ended December 31, 2000, 1999 and 1998                         25

Notes to Consolidated Financial Statements                                26


<PAGE>


REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholders of Huntingdon Life Sciences Group
plc,  Huntingdon,  Cambridgeshire, England

We have audited the accompanying  consolidated  balance sheet of Huntingdon Life
Sciences  Group plc and  subsidiaries  as of December  31, 2000 and 1999 and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United Kingdom and the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  such  consolidated  financial  statements  present fairly,
in all material  respects,  the financial  position of Huntingdon  Life
Sciences Group plc at December 31, 2000 and 1999 and the consolidated results of
their  operations  and their cash  flows for the years then ended in  conformity
with generally accepted accounting principles in the United States.



Deloitte & Touche

Chartered Accountants
London
England

March 30, 2001


<PAGE>


 REPORT OF INDEPENDENT AUDITORS


To the Board of Huntingdon Life Sciences Group plc

We have audited the accompanying  consolidated  balance sheet of Huntingdon Life
Sciences  Group plc and  subsidiaries  as of  December  31, 1998 and the related
consolidated  statements  of income,  changes in  shareholders'  equity and cash
flows for the years ended December 31, 1998 and 1997.

Respective responsibilities of directors and auditors

The  financial   statements  and  the  financial  statements  schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

Basis of opinion

We conducted our audits in accordance  with United  Kingdom  auditing  standards
which do not differ in any  significant  respect  from United  States  generally
accepted  auditing  standards.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

Opinion

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Huntingdon Life
Sciences  Group plc and  subsidiaries  as of December  31, 1998 (not  separately
presented  herein) and the  consolidated  results of their  operations and their
cash  flows for the  years  ended  December  31,  1998 and 1997 (not  separately
presented herein) in conformity with generally accepted accounting principles.



Arthur Andersen

Chartered Accountants
Cambridge
England

April 30, 1999


<PAGE>

<TABLE>

Huntingdon Life Sciences Group plc and subsidiaries
Consolidated Balance Sheets
<CAPTION>

                                                                           December 31,
                                                                         2000          1999
                                                                  (pound)'000   (pound)'000
                              ASSETS
<S>                                                                <C>           <C>
Current assets:
Cash and cash equivalents                                               2,199         5,258
Accounts receivable net of allowance for uncollectible
amounts of (pound)57,000 (1999(pound)115,000)                          11,015         9,595
Unbilled receivables                                                    5,935         5,689
Inventories                                                               907           803
Prepaid expenses and other                                              1,340         1,233
Deferred  income taxes                                                    330           825
                                                                    ----------    ----------
Total current assets                                                   21,726        23,403
                                                                    ----------    ----------

Property and equipment; net                                            65,377        68,969
                                                                    ----------    ----------

Investments                                                               154            79
Unamortised costs of raising long term debt                               584           692
Deferred income taxes                                                   5,150         5,492
                                                                    ----------    ----------
Total assets                                                           92,991        98,635
                                                                    ----------    ----------

               LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                        3,977         3,982
Accrued payroll and other benefits                                        927           760
Accrued expenses and other liabilities                                  4,557         4,593
Fees invoiced in advance                                               10,859         9,317
Short term debt                                                        23,640        22,656
                                                                    ----------    ----------
Total current liabilities                                              43,960        41,308
                                                                    ----------    ----------
Long term debt                                                         33,612        31,023
                                                                    ----------    ----------
Other long term liabilities                                             1,216         2,977
                                                                    ----------    ----------
                                                                    ----------    ----------
Deferred income taxes                                                  11,480        14,111
                                                                    ----------    ----------
Shareholders' Equity: 5p Ordinary Shares;
Authorised-at December 31, 2000 400,000,000 (1999, 400,000,000);
Issued and outstanding-at December 31, 2000 291,184,962 (1999,         14,609        14,550
291,010,294)
Paid in capital                                                        25,782        25,100
Retained deficit                                                     (37,668)      (30,434)
                                                                    ----------    ----------
Total shareholders' equity                                              2,723         9,216
                                                                    ----------    ----------
Total liabilities and shareholders' equity                             92,991        98,635
                                                                    ----------    ----------
<FN>
The  accompanying  notes are an integral  part of these  consolidated financial
statements.
</FN>
</TABLE>

<PAGE>

<TABLE>

Huntingdon Life Sciences Group plc and subsidiaries
Consolidated Statements of Operations
<CAPTION>

                                                   Year Ended December 31,
                                                2000          1999            1998
                                         (pound)'000   (pound)'000     (pound)'000
<S>                                      <C>           <C>              <C>
Revenues                                      63,297        58,215          52,616
Cost of sales                               (54,439)      (51,517)        (56,739)
                                           ----------    ----------      ----------
Gross profit/(loss)                            8,858         6,698         (4,123)
Selling and administrative expenses          (9,987)       (9,026)         (9,200)
Other operating (expense)/income             (1,200)           507        (14,911)
                                           ----------    ----------      ----------
Operating loss                               (2,329)       (1,821)        (28,234)
Interest income                                  122           353             375
Interest expense                             (4,870)       (4,283)         (5,882)
Other (expense)/income                       (1,713)         (687)             321
                                           ----------    ----------      ----------
Loss before income taxes                     (8,790)       (6,438)       (33,420 )
Income taxes                                   1,794         2,343           8,983
                                           ----------    ----------      ----------
Net loss                                     (6,996)       (4,095)       (24,437 )
                                           ----------    ----------      ----------

Loss per share
 -basic                                  (pound)(0.024)  (pound)(0.014)  (pound)(0.142)
 -diluted                                (pound)(0.024)  (pound)(0.014)  (pound)(0.142)
                                               (000)         (000)           (000)
Weighted average shares outstanding
 -basic                                      291,206       291,010         172,200
 -diluted                                    291,206       291,010         172,200

<FN>

The  accompanying  notes are an integral  part of these consolidated  financial
statements.

</FN>
</TABLE>


<PAGE>
<TABLE>
Huntingdon Life Sciences Group plc and subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
<CAPTION>
                                      Ordinary     Paid in     Retained
                                       Shares      Capital     Earnings
                                                                             Total
                                     (pound)'000 (pound)'000 (pound)'000 (pound)'000
<S>                                  <C>           <C>         <C>         <C>
Balance, December 31, 1997                 5,700     13,672     (2,010)      17,362
Net loss for year                              -          -    (24,437)    (24,437)
Issue of Shares                            8,850     11,536           -      20,386
Transfers                                      -      (108)         108           -
                                      -----------  ---------   ---------   ---------
Balance, December 31, 1998                14,550     25,100    (26,339)      13,311
Net loss for year                              -          -     (4,095)     (4,095)
                                      -----------  ---------   ---------   ---------
Balance, December 31, 1999                14,550     25,100    (30,434)       9,216
Issue of Shares                               59          -           -          59
Transfers                                      -        682       (682)           -
Net loss for year                              -          -     (6,996)     (6,996)
Cumulative translation adjustment              -          -         444         444
                                      -----------  ---------   ---------   ---------
Balance, December 31, 2000                14,609     25,782    (37,668)       2,723
                                      -----------  ---------   ---------   ---------

<FN>
The  accompanying  notes are an integral  part of these  consolidated financial
statements.
</FN>
</TABLE>


<PAGE>

<TABLE>

Huntingdon Life Sciences Group plc and subsidiaries
Consolidated Statements of Cash Flows
<CAPTION>

                                                              Year Ended December 31,
                                                           2000        1999       1998
                                                    (pound)'000 (pound)'000 (pound)'000

<S>                                                    <C>         <C>         <C>
Cash flows from operating activities:
Net loss                                                (6,996)     (4,095)    (24,437)
Adjustments to reconcile net loss to
net cash provided by operating activities
Depreciation and amortisation                             5,995       5,979      17,991
Deferred income taxes                                   (1,794)     (2,324)     (8,444)
Provision for losses on accounts receivable                (58)           4          36
Loss/(profit) on sale of property, plant and equipment        2     (1,757)           -
Asset write down                                             75       1,250           -
Changes in operating assets and liabilities:
Accounts receivable, unbilled receivables and prepaid   (1,715)     (3,045)       2,186
expenses
Inventories                                               (104)         334         135
Accounts payable, accrued expenses and other
liabilities and
accrued payroll and other benefits                          126       (444)       (837)
Fees invoiced in advance                                  1,542         977         493
Other liabilities                                       (1,761)     (1,743)       3,264
                                                       ---------   ----------  ----------
Net cash used in operating activities                   (4,838)     (4,864)     (9,613)
                                                       ---------   ----------  ----------
Cash flows from investing activities:
Purchase of property, plant and equipment               (1,905)     (3,024)     (2,419)
Proceeds from sale of property, plant and equipment           -       4,214           5
                                                       ---------   ----------  ----------
Net cash (used in)/ provided by investing activities    (1,905)       1,190     (2,414)
                                                       ---------   ----------  ----------
Cash flows from financing activities:
Proceeds from issue of ordinary shares                       59           -      20,386
Proceeds from long term borrowings                          140           -       5,205
Repayments of long term borrowings                            -       (136)       (551)
Proceeds from short term borrowings                         984           -         747
Repayment of short term borrowings                            -     (5,960)           -
Amortisation of loan costs                                  108         108         133
                                                       ---------   ----------  ----------
Net cash provided by/(used in) financing activities       1,291     (5,988)      25,920
                                                       ---------   ----------  ----------
Effect of exchange rate changes on cash and cash          2,393         840       (256)
equivalents
                                                       ---------   ----------  ----------
(Decrease)/increase in cash and cash equivalents        (3,059)     (8,822)      13,637
Cash and cash equivalents at beginning of year            5,258      14,080         443
                                                       ---------   ----------  ----------
Cash and cash equivalents at end of year                  2,199       5,258      14,080
                                                       ---------   ----------  ----------

Supplementary disclosures:
Interest paid                                           (4,550)     (4,173)     (5,717)
Income taxes received/( paid)                                 -          28         974

<FN>

The  accompanying  notes are an integral  part of these  consolidated financial
statements.
</FN>
</TABLE>


<PAGE>


Huntingdon Life Sciences Group plc and subsidiaries
Notes to Consolidated Financial Statements December 31, 2000, 1999 and 1998

1.      Business

The Company is a leading Contract  Research  Organisation,  offering  world-wide
pre-clinical  and  non-clinical  testing  for  biological  safety  and  efficacy
assessment  which  is  necessary  for the  development  of  pharmaceuticals  and
chemicals.  The Company  serves the  rapidly  evolving  requirements  to perform
safety  evaluations  on new  pharmaceutical  compounds  and  chemical  compounds
contained within the products that man uses, eats, and is otherwise  exposed to.
In addition,  it tests the effect of such compounds on the  environment and also
performs work on assessing the safety and efficacy of veterinary products.

2.      Basis of Financial Statements

These financial  statements are not the Company's primary  financial  statements
and do not constitute  statutory  accounts  within the meaning of Section 227 of
the Companies Act 1985 of Great Britain.  Such statutory  accounts for the years
ended  December 31, 1998 and 1999 have been and for the year ended  December 31,
2000 will be delivered to the Registrar of Companies for England and Wales.  The
auditors have issued unqualified audit reports on these accounts.

These  financial  statements  are  prepared in  conformity  with the  accounting
principles  generally  accepted in the United States ("US GAAP").  These US GAAP
statements  are prepared  solely for the purposes of preparing the Annual Report
on Form 10-K.  They are presented in pounds sterling since the United Kingdom is
the country in which the Company is incorporated.

3.      Summary of Significant Accounting Policies

A summary of the principal accounting  policies,  all of which have been applied
consistently  throughout  the year ended  December 31, 2000,  and the  preceding
periods presented is set out below:

Basis of consolidation

The consolidated  financial  statements  incorporate the accounts of the Company
and  each of its  subsidiaries  for the year  ended  December  31,  2000 and the
preceding   periods   presented  except  as  described  below.  The  results  of
subsidiaries  acquired  or  disposed  of during any period are  included  in the
Consolidated  Statement  of  Operations  from or to,  the date on which  control
passed.

Travers Morgan Group ("TM")

Joint  administrators  were appointed to TM, on December 15, 1994. Upon granting
of the  administration  order,  control  of the  realisation  of the  assets and
settlement  of  liabilities  passed  from  the  Company  to  the  Administrator.
Accordingly , the residual  assets and  liabilities of TM have not been included
in the  Consolidated  Balance Sheet at December 31, 1998,  December 31, 1999 and
December 31, 2000. In addition,  as full provision was made for the losses of TM
at  September  30,  1994,  the  results  of TM have  not  been  included  in the
Consolidated Statements of Operations for the 12 months ended December 31, 1998,
December 31, 1999 and December 31, 2000.

Going concern

As a result of the  refinancing  of the Company's  bank debt on January 20, 2001
bank loans totalling  (pound)22,586,000  currently shown in current  liabilities
are now repayable in June 2006.

As part of the refinancing  additional working capital was made available to the
Company to meet its immediate trading  requirements.  This,  together with other
financing  options still available to the Group are expected to provide adequate
finance for the foreseeable future.

In the light of the above  the  directors  have  formed a  judgement  that it is
appropriate to adopt the going concern basis in preparing the accounts.


Summary of Significant Accounting Policies (continued)

Cash and cash equivalents

Cash and cash equivalents include all highly liquid investments with an original
maturity  date of three  months  or less at the  date of  purchase  and  consist
principally of amounts temporarily invested in money market funds. Cash includes
a restricted  amount of $250,000  representing an irrevocable  standby letter of
credit issued to cover the Group's liabilities to a third party.

Financial instruments

The  fair  value of cash and cash  equivalents,  accounts  receivable,  accounts
payable  and  accrued  expenses  and  long  term  and  short  term  debt are not
materially  different  from their  carrying  amounts as reported at December 31,
2000 and 1999 except for the Convertible Capital Bonds (see note 6).

Inventories

Inventories  are valued at the lower of cost, on a FIFO basis, or net realisable
value. They comprise materials and supplies.

Impairment of Long-Lived Assets

Assessments of the recoverability of long-lived assets are conducted when events
or changes in  circumstances  occur that indicate that the carrying value of the
asset may not be  recoverable.  The  assessment of possible  impairment is based
upon the ability to recover the asset from the expected future undiscounted cash
flows of related operations.

Depreciation

The cost of depreciable assets is written off in equal monthly  instalments over
their expected useful lives as follows:

        Freehold buildings and facilities        15 - 50 years
        Plant and equipment                      5 - 15 years
        Vehicles                                 5 years
        Computer software                        5 years

Goodwill arising on consolidation

Goodwill,  being  the  excess  of  the  purchase  consideration  for  subsidiary
companies acquired over the fair values ascribed to their tangible net assets at
the date of acquisition,  is amortized over its expected useful life which is 40
years. In subsequent  years,  goodwill  carried forward is assessed based on its
fair  value  and any  permanent  impairment  is  written-off  at the  time it is
identified.

All goodwill has been completely amortised at December 31, 2000 and December 31,
1999.

Investments

On January 2, 1996 the Company  entered into an agreement with Chugai Boyeki Co.
Ltd to form a company, Huntingdon Life Sciences Co. Ltd owned 50% by each party.
Huntingdon  Life Sciences Co. Ltd is  responsible  for selling and marketing all
Huntingdon  services in Japan. This investment  represents a joint venture which
is accounted for using the equity method.

Taxation

The  current  charge for  income  taxes is  calculated  in  accordance  with the
relevant tax  regulations  applicable  to each entity in the  Company.  Deferred
income taxes are  recognised  for the future tax  consequences  attributable  to
temporary  differences  between  the  financial  statement  carrying  amounts of
existing assets and liabilities  and their  respective tax basis.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognised in
income

Summary of Significant Accounting Policies (continued)

in the  period  that  includes  the  enactment  date.  Deferred  tax  assets are
recognised  in full  subject to a valuation  allowance  that  reduces the amount
recognised to that which is more likely than not to be realised.

Revenue recognition

Revenues represent the value of work done for clients, exclusive of VAT or sales
taxes.  Billings in advance of work  performed  are recorded as fees invoiced in
advance and included in current  liabilities,  while billings in arrears of work
performed are included in current assets as amounts recoverable on contracts.

Contracts

Profit on  contracts,  irrespective  of length,  is taken as the work is carried
out. The profit is calculated to reflect the  proportion of the work  performed,
by  recording  turnover  and  related  costs as  contract  activity  progresses.
Turnover is calculated as that  proportion of total  contract  value which costs
incurred to date bear to total expected costs for that contract.  Full provision
is made for losses on contracts when they are first foreseen.

Foreign currencies

Assets,  liabilities,  revenues and costs denominated in foreign  currencies are
recorded  at the rates of  exchange  ruling  at the  dates of the  transactions;
monetary  assets and  liabilities  at the balance  sheet date are  translated at
period end rates of exchange. All exchange differences thus arising are reported
as part of the net income for the period.

On  consolidation,  the assets and  liabilities  of  overseas  subsidiaries  are
translated  at the period end rates of exchange,  and the revenues and costs are
translated at monthly average rates of exchange.  Translation  adjustments where
material are included as a separate  component  of  stockholders'  equity in the
consolidated financial statements.

Leased assets

Assets held under the terms of capital  leases are  included  in tangible  fixed
assets and are depreciated in accordance with the Company's policy.  Obligations
for future lease payments,  less  attributable  finance charges are shown within
liabilities  and are analysed  between  amounts falling due within and after one
year.  Operating  lease  rentals are charged to the  Consolidated  Statement  of
Operations as incurred.

Pension costs

Contributions to defined  contribution plans are charged to income in the period
in which they accrue.  Current  service costs for defined benefit plans are also
accrued  in the  period to which  they  relate.  Prior  service  costs,  if any,
resulting  from  amendments to the plans are  recognised  and amortised over the
remaining period of service of such employees.

Costs of raising long-term debt

The costs of raising long term  financing  are  capitalised  as an asset and are
amortised,  using  the  effective  interest  method,  over the term of the loan.
Convertible debt is reported as a liability unless conversion actually occurred.

Use of estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the results of operations during the reporting periods. Although these estimates
are based upon management's best knowledge of current events and actions, actual
results could differ from those estimates.

Summary of Significant Accounting Policies (continued)

Loss per share

Loss per share is computed in accordance  with FASB Statement No. 128,  Earnings
Per Share.  Basic loss per share is computed by dividing net income available to
common  stockholders by the weighted average number of shares outstanding during
the  period.  The  computation  of  diluted  loss per  share is  similar  to the
computation of basic loss per share, except that the denominator is increased to
include the number of additional  common shares that would have been outstanding
if the dilutive  potential common shares had been issued. The potential dilution
which could arise from  outstanding  share options and the  Convertible  Capital
Bonds is not disclosed as any adjustments would be anti-dilutive.

Segment Analysis

The Company's  operations have been aggregated into a single reportable segment,
contract research,  which operates in two geographical areas, the UK and the US.
The  Company's  operating  locations  have  similar  economic   characteristics,
production processes and types of customers and provide similar services.

Stock-Based Compensation

SFAS No. 123 encourages,  but does not require, companies to record compensation
cost for stock-based  compensation  plans at fair value. The Company has elected
to continue to account  for  stock-based  compensation  in  accordance  with APB
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees",  and  related
interpretations,  as permitted by SFAS No. 123.  Compensation  expense for stock
options is measured as the excess, if any, of the average quoted market price of
the Company's stock at the date of grant over the amount an employee must pay to
acquire the stock.

New accounting standards

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities".  This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts (collectively referred to as derivatives), and for hedging activities.
It  requires  that an entity  recognise  all  derivatives  as  either  assets or
liabilities in the statement of financial position and measure those instruments
at  fair  value.  As  amended  by  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities  - Deferral of the  Effective  Date of FAB
Statement  No. 133",  this  statement is  effective  for all fiscal  quarters of
fiscal  years  beginning  after  June  15,  2000,  although  early  adoption  is
encouraged.  The adoption of this statement  will not have a material  impact on
the Company's consolidated financial statements.


<PAGE>

4.  Property and Equipment

Property and equipment at December 31, 2000 and 1999 consists of the following:

                                                  2000                1999
                                           (pound)'000         (pound)'000
Property and equipment at cost:
Freehold property                               63,828              63,228
Plant equipment and vehicles                    59,116              55,810
Assets in the course of construction               730               2,032
                                        ---------------      --------------
                                               123,674             121,070
                                        ---------------      --------------
Less: Accumulated depreciation and              58,297              52,101
amortisation
                                        ---------------      --------------
Property and equipment, net                     65,377              68,969
                                        ---------------      --------------


Depreciation   and   amortisation    expenses    aggregated   (pound)5,995,000,
(pound)5,979,000 and (pound)10,649,000 for 2000, 1999 and 1998 respectively.

The net book value of assets held under capital  leases and included above under
plant, equipment and vehicles is as follows:

                                            Cost    Depreciation    Net book
                                                                    Value
                                        (pound)'000  (pound)'000    (pound)'000
At December 31, 1999                        314         82            232
At December 31, 2000                        324         80            244

5. Taxes on Income

The  components  of loss before taxes and the related  benefit for tax relief on
losses for 2000, 1999 and 1998 are as follows:

Profit/(loss) before taxes                 2000          1999            1998
                                      (pound)'000   (pound)'000     (pound)'000
United Kingdom                            (9,302)       (6,019)        (30,000)
United States                                 512         (419)         (3,420)
                                        ----------    ----------    ------------
                                          (8,790)       (6,438)        (33,420)
                                        ----------    ----------    ------------

Benefit for income taxes                     2000          1999            1998
                                      (pound)'000   (pound)'000     (pound)'000
UK tax calculated at 30% (1999:30%,
1998:  31%)                                     -            28             539
Deferred taxation                           1,794         2,315           8,444
                                        ----------    ----------    ------------
                                            1,794         2,343           8,983
                                        ----------    ----------    ------------

The  differences  between the benefit for income taxes and income taxes computed
using the UK corporation tax rate for 2000, 1999 and 1998 are as follows:

                                               % of Income before Income Taxes
                                                  2000        1999        1998
                                                     %           %           %
UK statutory rate                                   30          30          31
Effect of non taxation of profit on
sale of fixed assets, goodwill &
exceptional bad debt recovery                        -           6         (7)
Increase in taxes arising from effect
of foreign earnings                                  -           -           1
Exchange loss not taxable                          (4)         (5)           -
Effect of reduction in UK tax rate on
  deferred tax                                       -           5           -
Prior year adjustments                             (6)           -           2
                                             ----------    --------   ---------
Effective tax rate                                  20          36          27
                                             ----------    --------   ---------

The tax effects of temporary  differences that give rise to significant portions
of deferred  tax assets and  liabilities  at  December  31, 2000 and 1999 are as
follows:

                                                   2000                  1999
                                            (pound)'000           (pound)'000
Current deferred tax assets
Liabilities not currently deductible                330                   825
                                           -------------         -------------
                                                    330                   825
                                           -------------         -------------
Non current deferred tax assets
Net operating losses                              5,150                 5,492
                                           -------------         -------------
                                                  5,150                 5,492
                                           -------------         -------------
Non current deferred tax liabilities
Property and equipment                           16,298                18,915
Net operating losses                            (4,818)               (4,804)
                                           -------------         -------------
                                                 11,480                14,111
                                           -------------         -------------

Net operating  losses are set off against tax  liabilities to the extent that is
allowed under UK tax legislation.  Of these tax losses  (pound)7,209,000 have no
expiry date, (pound)414,000 expire in 2011 and (pound)2,345,000 expire in 2012.

The  Company  has not  provided a valuation  allowance  on  deferred  tax assets
because those amounts are expected to be realised  through  taxable  income from
future operations.

No account is taken of the benefits of capital losses incurred in prior years as
the Company would be required to make a capital gain before such losses could be
utilised.

6.      Short and Long Term Debt

                                                  2000             1999
                                           (pound)'000      (pound)'000
Bank overdrafts and loans - short term:
Bank loans                                      22,586           22,586
Capital leases                                      54               70
Other loans                                      1,000                -
                                         --------------    -------------
                                                23,640           22,656
                                         --------------    -------------

Loans - long term:
Capital leases                                     140                -
Convertible Capital Bonds                       33,472           31,023
                                         --------------    -------------
                                                33,612           31,023
                                         --------------    -------------

The bank loan was  repayable  on January  19, 2001 and hence is shown in amounts
falling due within one year. Interest was payable in quarterly breaks at "LIBOR"
plus 1.75% in respect of drawings up to  (pound)19,500,000  and LIBOR plus 2% in
respect of  drawings  over  (pound)19,500,000  up until  August 31,  2000.  From
September 1, 2000 it was payable at "LIBOR"  plus 3%. The interest  rate payable
at December 31, 2000 was 8.95% .

The bank loans are secured by guarantees  from the Company,  Huntingdon Life
Sciences Ltd., and Huntingdon Life Sciences Inc., together with charges over
the assets of those Companies.

6. Short and Long Term Debt (continued)

On January 20, 2001 the bank loans were  refinanced by means of a loan from HLSF
LLC, a subsidiary  company of the Stephens Group Inc., a related party,  and the
other two banks who were part of the  original  loan  syndicate  The debt is now
repayable  on June 30,  2006 and  interest  is  payable in  quarterly  breaks at
"LIBOR"  plus 1.75% in respect of drawings up to  (pound)19,500,000  and "LIBOR"
plus 2% in respect of drawings over (pound)19,500,000.

A (pound)2,000,000  loan facility was made available to the Company on September
25,  2000 by a  director,  Mr Baker.  (pound)1,000,000  of this was  drawn  down
immediately.  The loan is repayable on demand, although it is subordinate to the
bank loan, it is unsecured and interest is payable monthly at 10%.

On August 12, 1991, an issue of US  $50,000,000  7 1/2%  Convertible  Capital
Bonds, 2006, ("the Bonds"),  was made by a subsidiary company,  HIH Capital Ltd.
The  Bonds  are  guaranteed  on a  subordinated  basis by the  Company,  and are
convertible by the holders at any time into Redeemable  Preference Shares of HIH
Capital Ltd., which in turn are immediately  exchangeable for Ordinary Shares of
5 pence  each in the  Company.  The  conversion  rate,  which is based  upon the
paid-up value of the Redeemable  Preference  Shares and a fixed rate of exchange
of (pound)1.00=US $1.6825, is 242.3 pence per Ordinary Share (1998: 242.3 pence)
and is subject to adjustment in certain  circumstances.  At this conversion rate
the number of Ordinary  Shares to be issued on  conversion  and exchange of each
unit of US $1,000 comprised in a Bond would be 245 (1998:  245). The proceeds of
the Bonds  issue of US  $47,300,000  were  passed to the  Company by HIH Capital
Ltd.,  in  consideration  for the issue of US  $50,000,000  Debenture,  on terms
similar to those of the Bonds. The  (pound)1,590,000  costs of issuing the Bonds
are amortised over the life of the Bonds and together with the interest  payable
are charged to the Consolidated  Income  Statement using the effective  interest
method.

The Bonds are  redeemable by the holders at the maturity date and by the Company
at any time. To date no Bonds have been redeemed.

Fair value of financial instruments

Cash and cash  equivalents  are held on short term deposit at commercial  rates.
Long term loans are offered to the Company at fair rates of interest for similar
debt.  Accordingly  the  carrying  values  approximate  to the fair  value.  The
Convertible  Capital Bond is however a negotiable  instrument and the fair value
is the  quoted  market  price.  The  estimated  fair  value of the  Bonds are as
follows:
                                              2000                  1999
                                       (pound)'000           (pound)'000
         Carrying Amount                    33,472                31,023
         Fair value                          8,389                18,769

7.      Other Long Term Liabilities

                                              2000                  1999
                                       (pound)'000           (pound)'000
         Restructuring                           -                    60
         Pension liabilities                   960                 2,403
         Other                                 256                   514
                                      -------------         -------------
                                             1,216                 2,977
                                      -------------         -------------

8.      Stockholders' Equity

Ordinary shares

The  authorised  share  capital  of the  Company  as at  December  31,  1997 was
(pound)7,000,000,  comprising  140,000,000  ordinary shares of 5p each. This was
increased in 1998 to (pound)20,000,000 comprising 400,000,000 ordinary shares of
5p each.

At an Extraordinary General Meeting on September 2, 1998 shareholders approved a
subscription of 120,000,000 and a placing and open offer of 57,003,431 shares at
12.5 pence.  The shares not taken up by existing  qualifying  shareholders  were
placed by Kleinwort Benson Securities  Limited with  institutional  investors in
the UK.  These  transactions  raised  (pound)20.4M  net of  expenses.  The issue
discount  before expenses was 36 per cent as compared with 19.5 pence per share,
being the London Stock Exchange  middle market price at the time the issue price
was agreed.  However,  the issue price net of expenses  represented a 6 per cent
discount to the price of the Company's  ADR's on the New York Stock  Exchange at
the time that the price was agreed.  Dealings  commenced  in these new  Ordinary
shares  on  September  3, 1998 and the  discount  at that time was 4 per cent as
compared  with the then  prevailing  middle  market  price on the  London  Stock
Exchange.

From September  2000 shares have been issued to satisfy the Company's  liability
to make contributions to the US defined contribution pension scheme.

Paid in Capital

This is not distributable.

Loss  per share

The computation of loss per share is as follows:

                                     2000           1999          1998
Numerator
Net loss ((pound)'000)             (6,996)       (4,095)       (24,437)
Denominator
Weighted average
Shares outstanding (000)            291,206       291,010       172,200
Loss per share               (pound)(0.024) (pound)(0.014) (pound)(0.142)

The potential dilution, which could arise from outstanding share options and the
Convertible Capital Bonds in all three years is not disclosed as any adjustments
would be anti-dilutive.

Share option plans

On April 8, 1983,  the Company  adopted the  Unapproved  Share  Option Plan (the
"Unapproved Plan") pursuant to which options to acquire Ordinary Shares could be
granted to any eligible employee or Director. Options may be exercised,  subject
to certain exceptions, in respect of 50% of the shares allocated from the second
anniversary  of the date of the grant and in respect of 100% of the shares  from
the third anniversary. Options lapse on the seventh anniversary.

On January 29,  1985,  the  Company  adopted a second  share  option  plan,  the
Approved  Management  Share Option Plan (the  "Approved  Plan"),  which has been
approved by the Board of Inland Revenue (the "Inland  Revenue")  pursuant to the
Finance Act 1984.  The rules of the Approved  Plan  broadly  follow those of the
Unapproved  Plan,  except  that an option may be  exercised,  subject to certain
exceptions, only between three and ten years after it is granted.

Both the Unapproved  Plan and the Approved Plan  terminated on December 31, 1997
with respect to the grant of new options.  Options  outstanding at that date are
not affected by such termination.

Under the terms of the plans, the following  Options to purchase Ordinary Shares
of 5p in the Company have been granted but not  relinquished  or exercised as at
December 31, 2000.



Date of grant                   Number of shares         Option price
                                   outstanding

UNAPPROVED PLAN
December 18, 1995                   112,500                (pound)0.77
November 21, 1996                    50,000                      $1.60
December 1, 1997                    100,000                (pound)0.50
December 31, 1997                   471,670               (pound)0.465
December 31, 1997                   635,000                      $0.77

APPROVED PLAN
February 13, 1995                   155,000                (pound)0.49
December 11, 1995                   455,000                (pound)0.78
December 11, 1995                   105,000                      $1.19
December 18, 1995                    59,000                (pound)0.77
November 21, 1996                   422,500                (pound)0.95
December 31, 1997                   570,000               (pound)0.465

Other share options

At the Extraordinary  General Meeting held on September 2, 1998 the Shareholders
approved a new  option  scheme  (the  rules of which were  amended at the Annual
General  Meeting held on June 3, 1999) and a separate  Option  Agreement with Mr
Baker:

a.      The Huntingdon Life Sciences Group Unapproved Share Option Scheme
        ("Unapproved Scheme")

(i)     8,000,000  Founder  Options  had been  granted but not  relinquished  or
        exercised  at December  31, 2000.  They are  exercisable  from the third
        anniversary of the date of the grant subject to the share price reaching
        the following  pre-determined  targets for a period of seven consecutive
        dealing days at any time after January 1, 1999.

                    Target price per share         Proportion of options
                                                        exercisable
                              25p                           25%
                              50p                           50%
                              75p                           75%
                             100p                          100%


(ii)    2,000,000  options,  other than  Founder  Options,  which are  generally
        exercisable between the third and tenth anniversary of the date of grant
        subject to the attainment of performance related conditions were granted
        on March  29,  1999 at a  Subscription  Price of  19.25  pence  each and
        remained outstanding on December 31, 2000.

All options lapse on the tenth anniversary.

b.      Option Agreement

Mr Baker  was  granted  Options  over  5,000,000  Ordinary  Shares  of 5p in the
Company,  the principal  terms of which are the same as those  applicable to the
Founder Options referred to above.

Huntingdon Life Sciences Group Incentive Option Plan

Details of the Huntingdon Life Sciences Group Incentive  Option Plan ("Incentive
Plan"),  which was adopted on June 3, 1999,  were  included  in the  circular to
shareholders  dated April 30, 1999.  As stated  therein the  Incentive  Plan was
introduced to run alongside the Scheme described above and is designed to reward
short term improvement in financial performance. Options are available for grant
to management  and senior  staff,  subject to the  achievement  of a performance
measure and personal performance  conditions.  Options have been granted to such
employees subject to a performance measure designed to reward the recipients for
returning the Company to profit after  interest and tax and a net cash inflow in
respect of any one trading  quarter in 2000. It is intended that further  grants
will be made in  respect  of each  financial  year.  Options  may  generally  be
exercised from the third anniversary of the date of grant.  Options lapse on the
tenth anniversary.

Date of grant        Number of shares outstanding          Option Price

March 7, 2000                4,250,000                      (pound)0.1625

Huntingdon Life Sciences Sharesave Scheme

The Huntingdon  Life Sciences  Sharesave  Scheme  ("Sharesave  Scheme") was also
adopted at the Annual  General  Meeting  held on June 3, 1999 and the main terms
thereof  were  summarised  in the  circular to  shareholders  referred to above.
Approximately  55% of eligible  employees,  who will fund the  exercise of their
options with the proceeds of a related Save As You Earn (SAYE) savings contract,
accepted the invitation to join the Sharesave  Scheme.  Options may generally be
exercised from the third  anniversary of the Bonus Date, which falls on November
1, 2002. Options generally lapse six months after the Bonus Date.


Date of grant          Number of shares outstanding         Option Price

September 9, 1999             6,071,140                      (pound)0.14

The following  table sets forth certain  information  relative to the changes to
options outstanding in the periods presented:
<TABLE>
<CAPTION>

                                                                              Option Price
                                                                         ------------------------
                                   Unapproved    Approved   Unapproved    Dollars(pound)Sterling
                                         Plan        Plan      Scheme*    per Share    per Share
<S>                               <C>          <C>          <C>          <C>         <C>
Outstanding at January 1, 1998      3,477,070   3,641,700            -   0.77-1.60    0.465-0.95

Granted                                     -           -   13,500,000           -         0.125
Forfeited                         (1,204,950)  (1,057,750)           -   0.77-1.60    0.465-0.95

                                  ------------ -----------  -----------  ----------- ------------
Outstanding at Dec 31, 1998         2,272,120   2,583,850   13,500,000   0.77-1.60    0.125 -0.95

Granted                                     -           -    2,000,000           -            -
Forfeited                           (796,700)   (407,450)    (500,000)   0.77-1.60    0.465 -0.95

                                  ------------ -----------  -----------  ----------- ------------
Outstanding at Dec 31, 1999         1,475,420   2,176,500   15,000,000    0.77-1.60   0.125 -0.95

Granted                                     -           -            -            -            -
Forfeited                           (106,250)   (410,000)            -   0.77-1.60    0.465 -0.95

                                  ------------ -----------  -----------  ----------- ------------
Outstanding at Dec 31, 2000         1,369,170   1,766,500   15,000,000   0.77-1.60    0.125 -0.95
                                  ------------ -----------  -----------  ----------- ------------
<FN>

*and Option Agreement

</FN>
</TABLE>
<TABLE>
<CAPTION>


                                                                            Option Price
                                                                    -----------------------------
                                     Incentive        Sharesave         Dollars         Sterling
                                          Plan           Scheme       per Share        per Share

<S>                               <C>              <C>              <C>             <C>
Outstanding at January 1, 1998               -                -               -                -

Granted                                      -                -               -                -
Forfeited                                    -                -               -                -

                                  -------------    -------------    ------------    -------------
Outstanding at December 31,                  -                -               -                -
1998
Granted                              2,650,000        7,193,520               -     0.175-0.1925
Forfeited                                    -         (91,282)               -             0.14

                                  -------------    -------------    ------------    -------------
Outstanding at December 31,          2,650,000        7,102,208               -     0.14 -0.1925
1999
Granted                              4,250,000                -               -           0.1625
Forfeited                          (2,650,000)      (1,031,068)               -     0.14 -0.1925

                                  -------------    -------------    ------------    -------------
Outstanding at December 31,          4,250,000        6,071,140               -     0.14 -0.1625
2000
                                  -------------    -------------    ------------    -------------
</TABLE>


A summary of the status of the Company's  option plans,  schemes and  agreements
for the years ended  December 31, 1998,  December 31, 1999 and December 31, 2000
and changes  during the years then ended is presented in the table and narrative
below:
<TABLE>
<CAPTION>

                                                           Years ended
                                December 31, 2000     December 31, 1999  December 31, 1998
                                -----------------     -----------------  -----------------

                               Shares   Wtd          Shares   Wtd          Shares   Wtd
                                (000)   Avg. Ex       (000)   Avg. Ex      (000)    Avg. Ex
                                        Price                 Price                 Price
<S>                           <C>      <C>          <C>      <C>           <C>     <C>
Outstanding at start of        28,404  (pound)0.21   18,356  (pound)0.26    7,119  (pound)0.60
period
Granted                         4,250  (pound)0.16   11,843  (pound)0.16   13,500  (pound)0.13
Exercised                           -         -           -         -           -           -
Forfeited                           -         -           -         -           -           -
Expired                             -         -           -         -           -           -
Cancelled                     (4,197)      0.25      (1,795)  (pound)0.46  (2,263) (pound)0.53
                              --------  ---------    -------- ---------    --------- -----------
Outstanding at end of          28,457      0.19      28,404   (pound)0.21  18,356  (pound)0.26
period
                              --------  ---------    --------  ---------   --------- -----------
Exercisable at end of year      3,136                 2,420                     -
Weighted average fair
value of options granted            -                (pound)0.08           (pound)0.08
</TABLE>


The 28,456,810  options  outstanding at December 31, 2000 have an exercise price
between (pound)0.125 and (pound)0.95,  with a weighted average exercise price of
(pound)0.19  and a weighted  average  remaining  contractual  life of 5.1 years.
3,135,670 of these options are  exercisable.  The 4,250,000  options  granted in
2000 have an exercise price of (pound)0.1625  and a weighted  average  remaining
contractual life of 9.2 years.

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions used for the option grants in 1998, and 1999 respectively: risk-free
interest  rates of 4.94 percent and 5.68 percent;  expected  dividend  yields of
0.00 percent;  expected life of 7.0 years for the Unapproved  Scheme,  3.0 years
for  the  Sharesave  Scheme  and 5.0  years  for the  Incentive  Plan;  expected
volatility  of 57.4 percent and 57.0 percent.  The options  granted in 2000 were
subject to  performance  criteria which mean they will lapse at the end of 2000,
accordingly no fair value has been calculated for them.

The Company  accounts for share options under APB Opinion No. 25, under which no
compensation  cost has been recognised.  Had compensation cost for stock options
awarded under the plans been determined  consistent with FASB Statement No. 123,
the  Company's  net income and  earnings  per share would have been  restated as
follows:
<TABLE>
<CAPTION>
                                            Year Ended         Year Ended         Year Ended
                                        December 31, 2000   December 31, 1999    December 31,
                                                                                     1998
                                        ------------------- ------------------ -----------------
<S>                      <C>           <C>                 <C>                <C>
Net loss:                As Reported         (6,996)             (4,095)           (24,437)
                         Proforma            (7,344)             (4,268)           (23,930)
Basic and Diluted EPS:   As Reported   (pound)(0.24)       (pound)(0.014)     (pound)(0.142)
                         Proforma      (pound)(0.25)       (pound)(0.015)     (pound)(0.139)

</TABLE>

As at December 31, 2000,  the Company may grant options in respect of 15,211,868
shares in aggregate under the plans and scheme.

9.      Commitments and Contingent Liabilities

Operating leases

Operating lease expenses were as follows
                                                2000       1999      1998
                                         (pound)'000  (pound)'000  (pound)'000
Hire of plant and equipment                      793        172       142
Other operating leases                            46         20       354

The Company has commitments payable under operating leases as follows:

                                                  Plant and
                                                  machinery
                Year ended December 31            (pound)'000

                2001                                      559
                2002                                      222
                2003                                       66
                2004                                        4
                thereafter                                  -
                                                 -------------
                                                          851
                                                 -------------

10.     Pensions

The Company  operates the  Huntingdon  Life Sciences  Pension and Life Assurance
Scheme a funded pension scheme providing  benefits,  based on final  pensionable
salary,  for Group  employees  in the UK. This Scheme was closed to new entrants
from April 5, 1997.

On April 6, 1997 the Company  established a defined  contribution Group Personal
Pension Plan for Company employees in the UK. A defined  contribution  scheme is
available for  employees in the US. The net pension  expense for these plans for
the  twelve  months  ended   December  31,  2000  were   (pound)526,000   (1999,
(pound)423,000; 1998, (pound)278,000)

The net pension  expense for the twelve months ended December 31, 2000, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>


                                                         2000            1999             1998
                                                  (pound)'000     (pound)'000      (pound)'000

<S>                                                 <C>             <C>             <C>
Service cost (excluding employee                        1,036           2,155            3,135
contributions)
Interest cost on projected benefit obligation           3,898           3,687            4,151
Actual return on plan assets                            1,721         (9,465)          (5,432)
Asset gain                                            (6,914)           5,012              729
Amortisation of prior service                              60              60               60
cost
Amortisation of transition                              (158)           (158)            (158)
asset
                                                    ----------      ----------      -----------
Net periodic pension expense                            (357)           1,291            2,485
                                                    ----------      ----------      -----------
The major assumptions used in calculating
the pension expense were:

                                                         2000            1999             1998
Discount rate                                           6.00%           6.25%            6.25%
Rate of increase of future compensation                 3.75%           4.00%            4.75%
Long-term rate of return on plan assets                 7.25%           7.50%            7.50%

</TABLE>

The Net  Asset  at  Transition,  Prior  Service  Cost and Net  Gain  subject  to
amortisation  have been  amortised  on a straight  line basis over periods of 15
years, 10 years and 10 years respectively.

A reconciliation  of the projected  benefit  obligation for the pension plans to
the accrued pension  expense  recorded at December 31, 2000, 1999 and 1998 is as
follows:
<TABLE>
<CAPTION>
                                                         2000            1999             1998
                                                  (pound)'000     (pound)'000      (pound)'000

<S>                                                 <C>             <C>             <C>
Projected benefit obligation ("PBO")                 (66,276)        (63,135)         (59,747)
Plan assets at market value                            66,999          68,710           59,500
                                                    ----------      ----------      ----------

Plan assets in excess/(less than) of PBO                  723           5,575            (247)

Unrecognised net loss from past experience            (1,160)         (7,357)          (1,081)
Unrecognised prior service cost                            30              90              150
Unrecognised net asset at transition                    (553)           (711)            (869)
Adjustment to recognise minimum liability                   -               -                -
                                                    ----------      ----------      -----------
Accrued pension expense                                 (960)         (2,403)          (2,047)
                                                    ----------      ----------      -----------

Change in plan assets
Fair value of assets at beginning of year              68,710          59,500           55,085
Actual return on plan assets                          (1,721)           9,465            5,432
Employer contributions                                  1,086             935              297
Member contributions                                      474             330              106
Benefit payments                                      (1,550)         (1,520)          (1,420)
                                                    ----------      ----------      -----------
Fair value of assets at end of year                    66,999          68,710           59,500
                                                    ----------      ----------      -----------


Change in benefits obligation
Projected benefit obligation at                        63,135          59,747           59,303
beginning of year
Service cost                                            1,036           2,155            3,135
Interest cost                                           3,898           3,687            4,151
Actuarial losses                                        (717)         (1,264)          (5,528)
Member contributions                                      474             330              106
Benefit payments                                      (1,550)         (1,520)          (1,420)
                                                    ----------      ----------      -----------
Projected benefit obligation at end of                 66,276          63,135           59,747
year
                                                    ----------      ----------      -----------
</TABLE>


11.  Geographical analysis

During the 12 months ended  December 31,  1998,  December  1999 and December 31,
2000 the Company  operated  from  within two  geographical  markets,  the United
Kingdom and the United  States.  The Company  has had one  continuing  activity,
Contract Research,  throughout this period.  All disclosure  therefore refers to
continuing activities.

Geographical segment information is as follows:
<TABLE>
<CAPTION>

                                                 US             UK           Total
                                        (pound)'000    (pound)'000     (pound)'000
       <S>                                 <C>            <C>            <C>

       2000 Revenues                         15,124         48,173          63,297
            Operating                         1,120        (3,449)         (2,329)
            profit/(loss)
            Identifiable assets (A)          10,847         79,207          90,054
            Depreciation & amortisation
                                              1,070          6,024           7,094
            Capital expenditure               1,173            732           1,905
       1999 Revenues                         10,719         47,496          58,215
            Operating loss                    (466)        (1,355)         (1,821)
            Identifiable assets (A)          12,939         79,667          92,606
            Depreciation & amortisation         972          5,007           5,979
            Capital                           1,284          1,740           3,024
            expenditure

       1998 Revenues                          8,019         44,597          52,616
            Operating (loss)                (2,636)       (25,598)        (28,234)
            Identifiable assets (A)          11,325         83,696          95,021
            Depreciation & amortisation         865         17,126          17,991
            Capital                             705          1,714           2,419
            expenditure
<FN>

(A)  Identifiable  assets  exclude cash and cash  equivalents,  investments  and
unamortised costs of raising long term debt as follows.
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                               2000           1999            1998
                                        (pound)'000    (pound)'000     (pound)'000
           <S>                            <C>            <C>             <C>

            Identifiable assets              90,054         92,606          95,021
            Cash and cash equivalents         2,199          5,258          14,080
            Investments                         154             79             154
            Unamortised costs of debt           584            692             882
                                          ----------     ----------      ----------
            Total assets                     92,991         98,635         110,137
                                          ----------     ----------      ----------
</TABLE>

<TABLE>
<CAPTION>
                                               2000           1999            1998
                                        (pound)'000    (pound)'000     (pound)'000
<S>                                       <C>            <C>             <C>
Revenues from customers
Europe                                       23,118         23,208          20,843
United States                                25,690         20,445          15,236
Far East                                     14,489         14,562          16,537
                                          ----------     ----------      ----------
                                             63,297         58,215          52,616
                                          ----------     ----------      ----------
</TABLE>

12.  Other operating income / (expense)

<TABLE>
<CAPTION>

                                                2000           1999           1998
                                         (pound)'000    (pound)'000    (pound)'000

<S>                                       <C>            <C>            <C>
Restructuring costs                                -              -        (4,682)
Asset write downs                                  -        (1,250)              -
Refinancing costs                            (1,200)              -              -
Goodwill written off                               -              -        (7,342)
Write down of carrying value of Wilmslow           -              -        (2,887)
Profit on sale of Wilmslow                         -          1,757              -
                                          -----------    -----------    -----------
                                               1,200            507       (14,911)
                                          -----------    -----------    -----------

</TABLE>

In 2000 costs  incurred in the  refinancing of the Company's bank debt amounting
to  (pound)1,200,000  have been  written  off.  The costs have been  written off
rather  than  carried  forward  and  amortised  over the  period of the new loan
agreement as the costs were  incurred on elements of the  refinancing  which did
not proceed, or on facility extensions prior to the year end.

In 1999 as a result of the Company's  Year 2000  compliance  program a number of
assets that were not Year 2000 compliant were identified,  principally  computer
hardware and software. A charge of (pound)1,250,000 was made to write these off.

The Company also disposed of its Wilmslow  research  site in 1999.  The site was
sold for (pound)4,214,000  net of expenses, a gain of (pound)1,757,000  over its
written down value.

In 1998 the  Company's UK site at Wilmslow was closed and the carrying  value of
the site written down by  (pound)2,887,000  to net realisable value.  Redundancy
and related costs of (pound)361,000 have been classified as restructuring costs.

In addition,  in December 1998 the Company  announced a cost reduction  program.
The  program  which  was  completed  in  1999  rationalised  service  lines  and
capabilities  across the two UK sites and aligned  overall staff  resources with
present revenue levels. It resulted in the loss of 151 positions,  7 in 1998 and
144 in 1999. Associated costs of (pound)3,430,000 were included in restructuring
costs in 1998.  This comprised  severance pay of  (pound)2,656,000,  fixed asset
write off's of (pound)452,000 and stock write downs of (pound)322,000.

A review of asset values led to the  accelerated  depreciation of certain assets
in the UK. These costs, (pound)891,000,  were included in restructuring costs in
1998.

Finally,  following  the decline in revenues  and the  renaming  and  successful
integration of the businesses  acquired in 1995 into the Huntingdon  group,  the
unamortised balance of the goodwill acquired at that time, (pound)7,342,000, has
no longer any intrinsic value and was therefore written off in 1998.

Of total restructuring costs of  (pound)4,682,000,  (pound)2,086,000 was accrued
at the end of 1998 and (pound)60,000 at the end of 1999.

Amortisation of goodwill has no tax effect and the depreciation  included within
exceptional  items of  (pound)4,240,000  has reduced deferred tax liabilities by
(pound)1,314,000.  The other costs incurred will be available for offset against
future trading profits.

13.  Allowance for uncollectable accounts
<TABLE>
<CAPTION>
                                Balance             Charged to     Accounts        Balance
                                at                                                 at
                                beginning of        costs and      written         end of
                                period              expenses       off             period
                               (pound)'000         (pound)'000    (pound)'000     (pound)'000
<S>                             <C>                 <C>            <C>              <C>
Allowance for uncollectable accounts
deducted from trade debtors
December 31, 1998                  75                42             (6)              111
December 31, 1999                  111               60            (56)              115
December 31, 2000                  115               72            (130)             57
</TABLE>


14.       Unaudited Quarterly Financial information

The following is a summary of unaudited quarterly financial  information for the
12 months ended December 31, 2000 and December 31, 1999.

<TABLE>
<CAPTION>
Year ended 31 December, 2000                          Quarter Ended
                                    March 31         June 30    September 30    December 31
                                 (pound)'000     (pound)'000     (pound)'000    (pound)'000
<S>                            <C>             <C>             <C>             <C>
Revenues                              15,463          15,950          16,054         15,830
Cost of sales                       (13,009)        (13,576)        (13,498)       (14,356)
                               -------------------------------------------------------------
Gross profit                           2,454           2,374           2,556          1,474
Selling and administrative           (2,367)         (2,294)         (2,475)        (2,851)
expenses
Other operating expenses                   -               -               -        (1,200)
                               -------------------------------------------------------------
Operating profit/(loss)                   87              80              81        (2,577)
Interest income                           51              34              17             20
Interest expense                     (1,084)         (1,119)         (1,216)        (1,451)
Other income/(expense)                 (181)         (1,399)           (576)            443
                               -------------------------------------------------------------
Loss before taxes                    (1,127)         (2,404)         (1,694)        (3,565)
Taxes                                    136             178           (145)          1,625
                               -------------------------------------------------------------
Net loss                               (991)         (2,226)         (1,839)        (1,940)
                               -------------------------------------------------------------
Loss per share                (pound)(0.003)   (pound)(0.008)  (pound)(0.006)  (pound)(0.007)

                                                           Quarter Ended
Year ended 31 December, 1999      March 31       June 30      September 30     December 31
                                  (pound)'000    (pound)'000     (pound)'000     (pound)'000

Revenues                               13,383         14,283          15,035          15,514
Cost of sales                        (12,471)       (12,858)        (13,115)        (13,073)
                                -------------------------------------------------------------
Gross profit                              912          1,425           1,920           2,441
Selling and administrative            (2,465)        (2,229)         (2,099)         (2,233)
costs
Other operating income                      -              -             522            (15)
                                -------------------------------------------------------------
Operating (loss)/profit               (1,553)          (804)             343             193
Interest income                           155             83              62              53
Interest expense                      (1,099)        (1,087)         (1,070)         (1,027)
Other income/(expense)                  (600)          (468)             833           (452)
                                -------------------------------------------------------------
Income/(loss) before taxes            (3,097)        (2,276)             168         (1,233)
Taxes                                   1,171            586             713           (127)
                                -------------------------------------------------------------
Net (loss)/income                     (1,926)        (1,690)             881         (1,360)
                                -------------------------------------------------------------

(Loss)/earning per share       (pound)(0.007)    (pound)(0.006)  (pound)0.003  (pound)(0.004)

</TABLE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

The Company filed a report on Form 8-K/A on September 7, 1999, amending its Form
8-K filed on July 14, 1999,  announcing the  resignation  of Arthur  Andersen as
auditors and the engagement of Deloitte & Touche.


<PAGE>

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The table  below sets forth  certain  information  with  respect to the  current
directors and executive officers of the Company:

Name                  Age   Office Held                              Appointed

Andrew H Baker        52    Director                                    1998
                            Chairman of the Board                       1998
Brian Cass            53    Director                                    1998
                            Managing Director/Chief Operating Officer   1998
Gabor Balthazar       59    Director                                    2000
Frank W Bonner        48    Director                                    1998
                            Director of Science and Technology          1998
John Caldwell         54    Director                                    1997
Kirby L Cramer        63    Director                                    1999
Julian T Griffiths    48    Director                                    1999
                            Finance Director                            1999
                            Secretary                                   2000

(a)     Identification of Directors

Andrew Baker was appointed to the Board as Executive Chairman in September 1998.
He is a chartered  accountant and has operating experience in companies involved
in the delivery of healthcare  ancillary services.  He spent 18 years until 1992
with Corning Incorporated ("Corning") and held the posts of President and CEO of
MetPath Inc.,  Corning's clinical laboratory  subsidiary,  from 1985 to 1989. He
became President of Corning Laboratory  Services Inc. in 1989, which at the time
controlled  MetPath Inc. (now trading as part of Quest  Diagnostics  Inc.),  and
Hazleton  Corporation,  G.H.Besselaar  Associates and SciCor Inc., all three now
trading as part of Covance Inc. Since leaving Corning in 1992,  Andrew Baker has
focused on  investing  in and  developing  companies  in the  healthcare  sector
including  Unilab  Corporation,  a  clinical  laboratory  services  provider  in
California, and Medical Diagnostics Management,  which is a US based provider of
radiology and clinical  laboratory  services to health care payers.  In 1997, he
formed  FHP,  an  investment  partnership  which  acts as  general  partner  for
healthcare startup and development  companies.  FHP's largest investment was the
purchase  in  1998  of  Unilabs  Group  (UK)  Limited,  which  is a UK  clinical
laboratory company, based in London.

Brian  Cass,  FCMA,  was  appointed  to the  Board  as  Managing  Director/Chief
Operating  Officer in September 1998. Prior to joining  Huntingdon he was a Vice
President  of Covance Inc. and  Managing  Director of Covance  Laboratories  Ltd
(previously  Hazleton Europe Ltd) for nearly 12 years, having joined the company
in 1979 as Controller.  Brian Cass worked at Huntingdon  Research Centre between
1972  and  1974  and  has  previous  experience  with  other  companies  in  the
electronics  and heavy plant  industries.  He has also held  directorships  with
North  Yorkshire  Training &  Enterprise  Council  Ltd and  Business  Link North
Yorkshire Ltd.

Gabor   Balthazar  was  appointed  to  the  Board  as  the  Senior   Independent
Non-Executive  Director  in March  2000.  He has been  active  in  international
marketing and management consulting for almost 30 years. He was a founding Board
member  of Unilab  Corporation,  serving  as  President  from 1989 to 1992,  and
continuing to sit on Unilab's Board until November 1999. From 1985 to 1997 Gabor
Balthazar served as a consultant to Frankfurt  Consult,  the  merger/acquisition
subsidiary of BHF-Bank,  Frankfurt,  Germany and to Unilabs Holdings SA, a Swiss
clinical  laboratory  testing holding  company,  from 1987 to 1992. Mr Balthazar
also  serves as a director  of Decora  Industries,  Inc. He is a graduate of the
Columbia Law School in New York City.

Frank Bonner,  BSc.,  PhD.,  was appointed to the Board as Director of Science &
Technology in September  1998.  He studied  Biochemistry  and  Toxicology at the
University of Surrey, Guildford (1973-1979). After post-doctoral research in the
Institute of Industrial and Environmental Health, he joined Sterling Winthrop to
establish a Drug Safety  department.  Following the  acquisition  of Sterling by
Sanofi,  he was  appointed  Scientific  and  Administrative  Director  of the UK
Research Centre in  Northumberland,  a position he held until joining Huntingdon
in 1997. He is past Chairman of the British Toxicology Society and serves on the
Research  and   Development   Committee  of  the   Association  of  the  British
Pharmaceutical Industry.

John Caldwell,  B.Pharm., PhD., D.Sc., C.Biol.,  F.I.Biol., was appointed to the
Board as an Independent Non-Executive Director in December 1997. He is Professor
of Biochemical Toxicology and Head of the Division of Biomedical Sciences of the
Imperial  College  School  of  Medicine.   His  distinguished   career  includes
membership of the UK Committee on Safety of Medicines,  Ministry of  Agriculture
Fisheries and Food Steering Group for Food Surveillance, permanent membership of
the International  Scientific Committee of the International  Symposia on Chiral
Discrimination,   Honorary  Membership  of  the  Royal  College  of  Physicians,
Representative  on the  Court  of the  University  of  Surrey  for  the  British
Pharmacological  Society and he is a Past President of the International Society
for the Study of Xenobiotics. He is also a member of the Institute of Directors.
Professor Caldwell has extensive involvement as a consultant with pharmaceutical
companies in Europe, North America and Japan.

Kirby L Cramer was appointed to the Board as an Executive  Director in September
1999. He served as Chief Executive Officer of Hazleton Laboratories  Corporation
from 1968 and led it to become the  world's  largest  provider  of  pre-clinical
testing  services  when it was  sold  to  Corning  Inc in  1987.  Following  the
acquisition  he served as Chairman of the Board of  Directors  of Hazleton  from
1987 through 1991. The Hazleton  laboratories now form the pre-clinical  segment
of Covance.  Mr Cramer also  currently  serves as a director of D J Orthopedics,
Immunex Corp., SonoSite Inc., Array BioPharma,  Commerce Bancorporation,  Landec
Corporation and Northwestern Trust Company.  Previously Mr Cramer was a director
of ATL Ultrasound Inc., Unilab Corporation,  Pharmaceutical  Product Development
Inc., and Kirschner Medical.

Julian Griffiths,  M.A., F.C.A., was appointed to the Board as Finance Director
in April 1999 and Secretary in February 2000.  Prior to joining  Huntingdon he
was most recently Vice President of Analytical  Services in the European
pre-clinical  division of Covance  Inc.,  having spent the previous nine years
as Vice  President of Finance in the same organisation.  Prior to that he held
various positions with KPMG.

The  Articles of  Association  of the  Company  provide  that,  unless and until
otherwise  determined by ordinary  resolution passed at a general meeting of the
Company,  the directors  shall be not less than two in number and there shall be
no maximum number of directors. The Company may by ordinary resolution passed at
a general meeting of the Company appoint any person to be a director,  either to
fill a casual vacancy or as an addition to the existing board of directors.  Any
director  appointed by the board of  directors  holds office only until the next
following general meeting and shall then be eligible for  re-appointment  but he
is not taken into account in determining  the directors or the number who are to
retire by rotation at such meeting. At every annual general meeting one third of
the directors  (being those who do not wish to be  re-appointed or who have been
the longest in office  since their last  appointment)  must retire from  office.
Directors  so  retiring  may  be  removed  from  office  by  resolution  of  the
shareholders.

No  director  or  executive  officer  has a family  relationship  with any other
director or executive officer.

ITEM 11.  EXECUTIVE COMPENSATION

In the 12 months  ended  December  31, 2000 the  aggregate  compensation  of the
executive   directors   and   officers  as  a  group,   paid  or  accrued,   was
(pound)940,930.

The services of Mr Baker are provided  through a management  services  agreement
with Focused  Healthcare  Partners  ("FHP"),  the vehicle through which Mr Baker
provides  his  services.   The  agreement  provides  for  a  minimum  notice  of
termination by the Company of twelve months.

Mr Cass has a service contract  providing for a minimum notice of termination by
the Company of two years. The contract provides for liquidated damages amounting
to two years' basic  salary and an amount  equal to twice the annual  average of
bonuses,  if  any,  received  during  the two  financial  years  of the  Company
immediately  preceding  a change of control of the  Company  (as  defined in the
service contract) or in the event of termination in certain  circumstances.  The
Board has determined  that both the period of notice required for termination of
Mr Cass' contract and the change of control provisions are warranted by Mr Cass'
value to the Company.

Dr Bonner, Mr Cramer and Mr Griffiths each have service contracts  providing for
a minimum notice of termination by the Company of twelve months.

Professor Caldwell, and Mr Balthazar each have service contracts providing for a
minimum notice of termination by the Company of three months.

Mr B Cass and Dr F Bonner retire at the Annual General  Meeting,  but will offer
themselves for re-election.

The Company operates a discretionary  bonus plan for executive directors and key
managers  of  Huntingdon  based  upon   improvements  to  operating  income  and
achievement of pre-defined  targets.  Bonus awards to directors and officers are
administered  by the  Remuneration  Committee.  The Committee  believes that the
discretionary  bonus payments to Mr Baker,  Mr Cass and Mr Griffiths in 1999 and
to Mr  Rice,  Prof.  Caldwell  and Mr  Baker in 1998  reflect  their  respective
contribution  to the  development  of  Huntingdon . No bonus awards were made in
respect of 2000.

The following  table shows the remuneration of Directors in the 12 Months ended
December 31, 2000, December 31, 1999, and December 31, 1998;

<TABLE>
<CAPTION>
Name of Director             1998       1999  Salary/Fee       Pension  Other         Other       2000
                        12 Months  12 Months             Contributions  payments   Benefits  12 Months
                        ---------  ---------             -------------  ---------  --------  ---------
                          (pound)    (pound)    (pound)        (pound)    (pound)   (pound)    (pound)

<S>                       <C>        <C>        <C>            <C>           <C>   <C>        <C>
Mr A H Baker              129,231    249,500    200,000         66,000         -         -    266,000
Mr G Balthazar (i)              -          -     13,500              -         -         -     13,500
Dr F W Bonner              42,466    168,368    147,000          7,204         -     6,245    160,449
Prof. J Caldwell           29,000     22,000     20,000              -         -         -     20,000
Mr B Cass                  73,467    290,967    200,000         66,000         -    40,900    306,900
Mr C F Cliffe             479,900          -          -              -         -         -          -
Mr K L Cramer (US $)            -     60,000     60,000              -         -         -     60,000
Mr R Devlin                     -      6,500          -              -         -         -          -
Mr J Dowling                    -      6,360     20,000              -         -         -     20,000
Mr J T Griffiths                -    125,970     84,000         16,800         -    13,807    114,607
Dr C M Macdonald          116,000     10,695          -              -         -         -
Mr R A Pinnington          67,416     23,047          -              -         -         -
Mr L O Rice                33,467          -          -              -         -         -
Mr M Sandford              86,700     89,538          -              -         -         -
Mr R E H Slater             7,500          -          -              -         -         -          -

<FN>

(i)     From appointment
</FN>
</TABLE>

One  Director  is a  member  of the  Group  Personal  Pension  Plan.  The  other
Directors' pension contributions are privately invested.

OPTIONS TO PURCHASE SECURITIES FROM THE REGISTRANT

The  Unapproved  Share Option Plan.  On April 8, 1983,  the Company  adopted the
Unapproved Share Option Plan (the  "Unapproved  Plan") pursuant to which options
to acquire  Ordinary  Shares may be  granted  to any person who is  required  to
devote  substantially  the whole of his time  (being  not less than 25 hours per
week)  to  serve  as a  Director  or  employee  of  the  Company  or  one of its
subsidiaries.  The maximum  number of Ordinary  Shares which may be issued under
the  Unapproved  Plan  according to the rules thereof is 10% of the issued share
capital of the Company  from time to time,  less options  outstanding  under the
Approved Plan from time to time.

An option  granted  pursuant to the  Unapproved  Plan may be exercised two years
after the grant in respect of not more than 50% of the Ordinary  Shares  subject
to the option.  An option may be exercised in full between three and seven years
after the grant in respect of the  unexercised  balance of the  Ordinary  Shares
subject to the option.  Options may be  exercised  earlier in certain  specified
circumstances,  including a change in control of 25% or more of the  outstanding
Ordinary Shares of the Company.

The Approved  Management  Share Option  Plan.  On January 29, 1985,  the Company
adopted a second share option plan,  the Approved  Management  Share Option Plan
(the  "Approved  Plan"),  which has been approved by the Board of Inland Revenue
(the  "Inland  Revenue")  pursuant  to the  Finance  Act 1984.  The rules of the
Approved Plan broadly follow those of the Unapproved Plan, except that an option
may be  exercised,  subject to certain  exceptions,  only between  three and ten
years after it is granted.

Pursuant to the Approved Plan, options to acquire Ordinary Shares may be granted
to any Director or employee of the Company whose terms of employment require him
to work for at least  thirty-seven and one-half hours per week.  Approval of the
Approved  Plan  by  the  Inland  Revenue  means  that  important   personal  tax
concessions  are  available  to  participants  who reside in the UK. The maximum
number of Ordinary  Shares which may be issued under the Approved Plan according
to the rules thereof is 10% of the issued share capital from time to time,  less
options outstanding under the Unapproved Plan from time to time.

Both the Unapproved  Plan and the Approved Plan  terminated on December 31, 1997
with respect to the grant of new options.  Options  outstanding at that date are
not affected by such termination. The grant of options under both the Unapproved
Plan and the  Approved  Plan was a matter  for the  discretion  of the  Board of
Directors of the Company. The consideration payable to the Company for the grant
of an option to acquire  Ordinary  Shares was the sum of (pound)1.  The exercise
price per share at which an option may be  exercised  is equal to the average of
the middle market quotations on the  International  Stock Exchange of the United
Kingdom and Republic of Ireland Ltd. for the Ordinary Shares on the five dealing
days  prior to the date of grant or, if no  established  market in the  Ordinary
Shares  exists,  the fair value of an Ordinary Share as determined by the Board.
Generally,  an option may not be  exercised  unless at the date of exercise  the
participant is then, and has been continuously since the grant of the option, in
the  full-time  employ  of the  Company.  This  rule,  however,  is  subject  to
alteration in specific cases at the discretion of the Board.

At the Extraordinary  General Meeting held on September 2, 1998 the Shareholders
approved a new  option  scheme  (the  rules of which were  amended at the Annual
General  Meeting held on June 3, 1999) and a separate  Option  Agreement with Mr
Baker:

(a)     The Huntingdon Life Sciences Group Unapproved Share Option Scheme (the
        "Unapproved Share Option Scheme")

(i)     8,000,000  Founder  Options  had been  granted but not  relinquished  or
        exercised  as at  December  31,  2000 at an  option  price of 12.5p  per
        Ordinary Share. The Options may be exercised from the third  anniversary
        of the  date of the  grant  subject  to the  share  price  reaching  the
        following  pre-determined  targets  for a period  of  seven  consecutive
        dealing days at any time after January 1, 1999.

             Target price per share   Proportion of options
                   exercisable
                     25p                        25%
                     50p                        50%
                     75%                        75%
                   100p                        100%

(ii)    2,000,000  options,  other than  Founder  Options,  which are  generally
        exercisable between the third and tenth anniversary of the date of grant
        subject to the attainment of performance related conditions were granted
        on March  29,  1999 at a  subscription  price of  19.25  pence  each and
        remained outstanding on December 31, 2000.

All Options lapse on the tenth anniversary of the date of the option grant.

(b)     An Option Agreement

    Andrew Baker was granted Options over 5,000,000 Ordinary Shares of 5p in the
    Company,  the principal  terms of which are the same as those  applicable to
    the Founder Options referred to above.

The Huntingdon Life Sciences Group Incentive Option Plan (the "Incentive  Option
Plan") The  Incentive  Option  Plan was  adopted  on June 3, 1999.  The Plan was
introduced to run alongside the Unapproved  Share Option Scheme  described above
and is designed to reward short term improvement in financial performance in the
Company's  turn around phase.  Options are available for grant to management and
senior staff,  subject to the achievement of a performance  measure and personal
performance  conditions;   they  may  generally  be  exercised  from  the  third
anniversary  of the date of  grant  and they  lapse  on the  tenth  anniversary.
Options have been granted to such  employees  subject to a  performance  measure
designed to reward the  recipients  for  returning  the Company to profit  after
interest and tax and a net cash inflow in respect of any one trading  quarter in
2000. It is intended that further grants will be made.

The  Huntingdon  Life Sciences  Sharesave  Scheme (the  "Sharesave  Scheme") The
Sharesave Scheme was adopted at the Annual General Meeting held on June 3, 1999.
Approximately  55% of eligible  employees,  who will fund the  exercise of their
options with the proceeds of a related Save As You Earn (SAYE) savings contract,
accepted the  invitation to join the Scheme.  Options may generally be exercised
from the Bonus Date which falls on November 1, 2002. Options generally lapse six
months after the Bonus Date.

Any US  subsidiary  of the  Company,  which  received the services in respect of
which an option was granted,  will be entitled to a deduction in an amount equal
to the compensation taxable to the optionee,  in computing its US Federal income
tax.  Generally  this is in the calendar year in which the optionee is deemed to
have received such compensation.

Under the terms of the various share option  arrangements the following options
to purchase Ordinary Shares in the Company have been granted (net of expired
options) but not exercised as of February 29, 2000.

(i)     The Unapproved Share Option Plan

Date of Grant         Number of shares   Option Price        Expiry Date
                      Outstanding

December 18, 1995     112,500            (pound)0.77        December 17, 2002
November 21, 1996     50,000                   $1.60        November 20, 2003
December 1, 1997      100,000            (pound)0.50        November 30, 2004
December 31, 1997     471,670            (pound)0.465       December 30, 2004
December 31, 1997     635,000                  $0.77        December 30, 2004

(ii)    The Approved Management Share Option Plan

Date of Grant         Number of shares    Option Price       Expiry Date
                      Outstanding

February 13, 1995     155,000             (pound)0.49       February 12, 2005
December 11, 1995     455,000             (pound)0.78       December 10, 2005
December 11, 1995     105,000                   $1.19       December 10, 2005
December 18, 1995     59,000              (pound)0.77       December 17, 2005
November 21, 1996     422,500             (pound)0.95       November 20, 2006
December 31, 1997     570,000             (pound)0.465      December 30, 2007

(iii)   The Unapproved Share Option Scheme and Mr Baker's Option Agreement

Date of Grant          Number of shares    Option Price       Expiry Date
                       Outstanding

September 2, 1998      5,000,000          (pound)0.125      September 1, 2008
December 3, 1998       7,000,000          (pound)0.125      December 2, 2008
December 31, 1998      1,000,000          (pound)0.125      December 30, 2008
March 29, 1999         2,000,000          (pound)0.1925     March 28, 2009

(iv)    Incentive Option Plan

Date of Grant          Number of shares    Option price       Expiry Date
                       Outstanding

March 7,2000            4,250,000          (pound)0.1625     March 6, 2010


(v)     Sharesave Scheme

Date of Grant           Number of shares    Option price      Expiry Date
                        Outstanding

September  9, 1999       6,071,140          (pound)0.14      May 1, 2003

In the  period  since  options  to  acquire  shares  have been  capable of being
exercised to March 2, 2001 options for 3,798,856  shares have been exercised and
the shares issued. The total number of options held by Directors and Officers as
a group as at March 2, 2001 is 12,873,142.

The  following  table shows the number of share  options held by Directors as at
March 2, 2001.

<TABLE>
<CAPTION>
Date of Grant       Number Granted   Exercise Price      Date First             Expiry Date
                                                         Exercisable
<S>                   <C>          <C>                  <C>                    <C>
A H Baker
September 2, 1998     5,000,000    (pound)0.125          September 2, 2001      September 1,
                                                                                2008

F W Bonner
December 1, 1997      100,000      (pound)0.50           December 1, 1999       November 30,
                                                                                2004
December 31, 1998     500,000      (pound)0.125          December 31, 2001      December 30,
                                                                                2008
March 7, 2000         375,000      (pound)0.1625         March 7, 2003          March 6, 2010

B Cass
December 3, 1998      5,000,000    (pound)0.125          December 3, 2001       December 2, 2008
September 9, 1999     23,142       (pound)0.14           November 21, 2002      April 30, 2003

K Cramer
March 29, 1999        1,000,000    (pound)0.1925         March 29, 2002         March 28, 2009

J T Griffiths
March 29, 1999        500,000      (pound)0.1925         March 29, 2002         March 28, 2009
March 7, 2000         375,000      (pound)0.1625         March 7, 2003          March 6, 2010

</TABLE>

<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS AT
MARCH 2, 2001.

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

Name                                    No. of Shares    Percent of Outstanding
                                                           Ordinary Shares
Stephens Group Inc                        45,572,179           15.65%
Quilcap Corp / Quilcap Int'l Corp         29,092,125           10.0%
Oracle Partners LP                        23,333,333           8.01%
Mr A Baker                                10,200,000            3.5%
Mr G Balthazar                                -                  *
Dr F W Bonner                               17,768               *
Mr B Cass                                 1,000,000              *
Prof. J Caldwell                              -                  -
Mr K Cramer                               9,483,167            3.26%
Mr J Griffiths                                -                  -
All Executive Officers and Directors      20,700,935           7.11%
as a group
------------------------------------  ------------------  ---------------------
BNY Nominees Ltd                          83,862,740           28.8%


*       Signifies less than 1%

The shares held by BNY Nominees  Ltd. are as Depositary  for the Company's  ADRs
and may duplicate some of the shareholdings reported above.

From  time to time US  depositary  institutions  hold  shares on behalf of their
clients to enable a market to be made in the Company's shares. No holdings of 3%
or more have been  reported  to the  Company by those  institutions  at March 2,
2001.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(1)     A  (pound)2,000,000  loan facility was made  available to the Company on
        September 25, 2000 by a director, Mr Baker. (pound)1,000,000 of this was
        drawn down immediately.  The loan is repayable on demand, although it is
        subordinate  to the bank loan,  it is unsecured  and interest is payable
        monthly at 10%.

(2)     On January 20, 2001 the Company's bank loans were refinanced by means of
        a loan from HLSF, LLC a subsidiary company of the Stephens Group Inc., a
        related  party,  and the other  two banks who were part of the  original
        loan syndicate.  The debt is now repayable on June 30, 2006 and interest
        is  payable  in  quarterly  breaks at  "LIBOR"  plus 1.75% in respect of
        drawings  up to  (pound)19,500,000  and  "LIBOR"  plus 2% in  respect of
        drawings over (pound)19,500,000.


<PAGE>

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)     List of documents filed as part of this report
        ----------------------------------------------

(1)     Index to Financial Statements
                                                                          Page

        Report of Deloitte & Touche - Independent Auditors.............    20
        Report of Arthur Andersen - Independent Auditors...................21
        Consolidated Balance Sheets .......................................22
        Consolidated Statements of Operations .............................23
        Consolidated Statement of Changes in Shareholders' Equity..........24
        Consolidated Statement of Cash Flows...............................25
        Notes to the Consolidated Financial Statements.....................26

(2)     Financial Statement Schedules

        Schedules  are omitted  because they are not  applicable or the required
        information is shown in the consolidated  financial  statements or notes
        thereto.

(b)     List of Exhibits

Exhibit No.           Description of Exhibit

1.1.                  An  agreement  between the  Company and  Kleinwort Benson
                      Limited dated August 10, 1998 under which Kleinwort Benson
                      Limited agreed to subscribe or to procure subscribers for
                      those  New  Shares  not  taken  up  by the  Company's
                      shareholders  under the Open Offer, with letter dated
                      September 1, 1998  confirming  certain  alterations
                      INCORPORATED  BY  REFERENCE TO REGISTRANT'S ANNUAL REPORT
                      ON FORM 20-F FOR  THE FISCAL YEAR ENDED DECEMBER 31, 1998.

2.1                   An  agreement  between  the  Company,  the  Directors  and
                      various  investors  dated  August 10, 1998 under which the
                      investors   agreed   to   subscribe   for,   collectively,
                      120,000,000  New  Shares   INCORPORATED  BY  REFERENCE  TO
                      REGISTRANT'S  ANNUAL  REPORT ON FORM  20-F FOR THE  FISCAL
                      YEAR ENDED DECEMBER 31, 1998.

3.1                   Memorandum  and new  Articles  of  Association  adopted by
                      the  Company on March 22, 2000  INCORPORATED BY REFERENCE
                      TO REGISTRANTS  ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                      YEAR ENDED DECEMBER 31, 1999.

4.1.                  Deposit  Agreement  dated  June  21,  1983,   amended  and
                      restated  as of June 6, 1996,  as of May 8, 2000 and as of
                      July 10, 2000  between the  Company  (formerly  Huntingdon
                      International  Holdings  plc) and The Bank of New York and
                      Holders of American Depositary  Receipts.  INCORPORATED BY
                      REFERENCE TO REGISTRANT'S POST-EFFECTIVE AMENDMENT NO.1 TO
                      REGISTRATION  STATEMENT ON FORM F-6,  REGISTRATION  NUMBER
                      333-11922.

4.2                   Specimen  Certificate  for American  Depositary  Shares.
                      INCORPORATED  BY REFERENCE TO REGISTRANT'S POST-EFFECTIVE
                      AMENDMENT NO.1 TO REGISTRATION STATEMENT ON FORM F-6,
                      REGISTRATION NUMBER 333-11922.

4.3                   Subscription  Agreement  dated  August 1, 1991 among HIH
                      Capital  Limited("HCL"),  the  Company,  Chase  Manhattan
                      Bank  Luxembourg  S.A.  (the "Custodian"),   J  Henry
                      Schroder   Wagg  &   Co.Limited   and   Others.
                      INCORPORATED BY REFERENCE TO  REGISTRANT'S  ANNUAL REPORT
                      ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1991.

4.4                   Trust Deed,  dated  August 12, 1991 among HCL, the Company
                      and The Law Debenture Trust  Corporation plc  INCORPORATED
                      BY REFERENCE TO  REGISTRANT'S  ANNUAL  REPORT ON FORM 10-K
                      FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1991.

4.5                   Deed Poll, dated August 12, 1991, executed by the Company
                      INCORPORATED BY REFERENCE TO  REGISTRANT'S  ANNUAL REPORT
                      ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1991.

4.6                   Custodian  Agreement,  dated August 1, 1991 among the
                      Custodian,  HCL, and  the Company.  INCORPORATED BY
                      REFERENCE TO  REGISTRANT'S  ANNUAL REPORT ON
                      FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1991.

10.1                  Equipment Mortgage dated April 20, 1998 between Huntingdon
                      Life  Sciences  Ltd  and  National  Westminster  Bank  plc
                      INCORPORATED BY REFERENCE TO REGISTRANT'S ANNUAL REPORT ON
                      FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.2                  Security  Agreement dated April 30, 1998 between
                      Huntingdon Life Sciences Inc.,  National  Westminster Bank
                      PLC and various other banks INCORPORATED BY REFERENCE  TO
                      REGISTRANT'S  ANNUAL  REPORT ON FORM 20-F FOR THE FISCAL
                      YEAR ENDED DECEMBER 31, 1998.

10.3                  An agreement dated August 7, 1998 between, inter alia, the
                      Company, Huntingdon Life Sciences Limited, Huntingdon Life
                      Sciences Inc. and National  Westminster Bank PLC replacing
                      the facilities agreement dated November, 1995 INCORPORATED
                      BY REFERENCE TO  REGISTRANT'S  ANNUAL  REPORT ON FORM 20-F
                      FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.4                  A bridging facility being made available by National
                      Westminster Bank PLC in  favour  of  the  Company  and
                      Huntingdon   Life   Sciences   Limited INCORPORATED  BY
                      REFERENCE TO  REGISTRANTS  ANNUAL REPORT ON FORM 20-F FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.5                  An agreement between the Company, Huntingdon Life Sciences
                      Limited,  Huntingdon  Life Sciences Inc. and various banks
                      replacing the third  intercreditor  agreement  between the
                      parties dated March 17, 1998  INCORPORATED BY REFERENCE TO
                      REGISTRANT'S  ANNUAL  REPORT ON FORM  20-F FOR THE  FISCAL
                      YEAR ENDED DECEMBER 31, 1998.

10.6                  Third  Supplemental  Deed dated  August 7, 1998  between
                      the  Company and  National  Westminster  Bank PLC
                      INCORPORATED BY REFERENCE TO REGISTRANT'S ANNUAL REPORT
                      ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.7                  Third  Supplemental  Deed dated  August 7, 1998  between
                      Huntingdon  Life Sciences Ltd and National Westminster
                      Bank PLC.  INCORPORATED BY REFERENCE TO  REGISTRANT'S
                      ANNUAL  REPORT ON FORM 20-F FOR THE  FISCAL  YEAR  ENDED
                      DECEMBER 31, 1998.

10.8                  Deed of  variation  dated  August 7, 1998 to the  Service
                      Contract  dated March 15, 1993  between the  Company  and
                      Mr C F Cliffe.  INCORPORATED BY REFERENCE TO REGISTRANT'S
                      ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR
                      ENDED DECEMBER 31, 1998.

10.9                  Service Contract dated August 7, 1998 between Huntingdon
                      Life Sciences Ltd and Mr M Sandford  INCORPORATED  BY
                      REFERENCE TO  REGISTRANT'S ANNUAL REPORT ON FORM 20-F FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.10                 Service  Contract dated August 7, 1998 between  Huntingdon
                      Life  Sciences  Ltd and Dr C M Macdonald  INCORPORATED  BY
                      REFERENCE TO  REGISTRANT'S  ANNUAL REPORT ON FORM 20-F FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.11                 Deed of  variation  dated  August 7, 1998 to the  Contract
                      dated  March 20,  1995 as amended  on  December  23,  1995
                      between the Company,  Harford Consultancy Services Limited
                      and  Mr  R  Pinnington.   INCORPORATED   BY  REFERENCE  TO
                      REGISTRANT'S  ANNUAL  REPORT ON FORM  20-F FOR THE  FISCAL
                      YEAR ENDED DECEMBER 31, 1998.

10.12                 A letter of  appointment  dated  August 7, 1998  between
                      the  Company and Professor J Caldwell. INCORPORATED BY
                      REFERENCE TO  REGISTRANT'S ANNUAL REPORT ON FORM 20-F FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.13                 A Management  Services  Agreement dated August 7, 1998
                      between the Company and  Focused   Healthcare   Partners.
                      INCORPORATED   BY   REFERENCE   TO REGISTRANT'S  ANNUAL
                      REPORT  ON FORM  20-F  FOR  THE  FISCAL  YEAR  ENDED
                      DECEMBER 31, 1998.

10.14                 A Deed of  Undertaking  between the Company and Andrew
                      Baker  INCORPORATED BY REFERENCE  TO  REGISTRANT'S ANNUAL
                      REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED
                      DECEMBER 31, 1998.

10.15                 Amendment  dated  January 26, 2000 to  the  Management
                      Services  Agreement dated  August  7,  1999   between the
                      Company and Focused  Healthcare Partners.  INCORPORATED BY
                      REFERENCE TO REGISTRANT'S ANNUAL  REPORT ON FORM 10-K FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1999.

10.16                 Service  Contract dated April 29, 1999 between Huntingdon
                      Life Sciences Ltd and Mr B Cass INCORPORATED BY REFERENCE
                      TO REGISTRANT'S ANNUAL REPORT ON FORM 20-F FOR THE FISCAL
                      YEAR ENDED DECEMBER 31, 1998.

10.17                 Service  Contract dated April 29, 1999 between  Huntingdon
                      Life  Sciences  Ltd and Mr J  Griffiths.  INCORPORATED  BY
                      REFERENCE TO  REGISTRANT'S  ANNUAL REPORT ON FORM 20-F FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.18                 Service Contract dated April 29, 1999 between  Huntingdon
                      Life Sciences Ltd and Dr F Bonner.  INCORPORATED  BY
                      REFERENCE TO  REGISTRANT'S ANNUAL REPORT ON FORM 20-F FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.19                 A letter of  appointment  dated  September 7, 1999 between
                      the  Company  and  Mr J L  Dowling  III.  INCORPORATED  BY
                      REFERENCE TO REGISTRANT'S ANNUAL  REPORT ON FORM 10-K FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1999.

10.20                 Service  Agreement  dated  September 17, 1999 between the
                      Company and Mr K Cramer. FILED HEREWITH.

10.21                 A letter of appointment  dated March 21, 2000 between the
                      Company and Mr G Balthazar.  INCORPORATED BY REFERENCE TO
                      REGISTRANTS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
                      ENDED DECEMBER 31, 1999.

10.22                 A  Management Services Agreement dated  December 24, 1999
                      between the Company and Rittle  Limited.  INCORPORATED BY
                      REFERENCE  TO  REGISTRANTS ANNUAL REPORT ON FORM 10-K FOR
                      THE FISCAL YEAR ENDED DECEMBER 31, 1999.

10.23                 Executive's  Undertaking dated  December 24, 1999 between
                      the Company and Roger Devlin. INCORPORATED  BY REFERENCE
                      TO  REGISTRANTS  ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                      YEAR ENDED DECEMBER 31, 1999.

10.24                 Option Deed dated  September  2, 1998 between the Company
                      and Andrew Baker INCORPORATED BY REFERENCE TO REGISTRANT'S
                      ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED
                      DECEMBER 31, 1998.

10.25                 Rules of the  Huntingdon  Life Sciences  Group Unapproved
                      Share  Option Scheme as amended on June 3, 1998.
                      INCORPORATED  BY REFERENCE TO REGISTRANTS  ANNUAL REPORT
                      ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.

10.26                 Rules  of  the  Huntingdon Life Sciences  Group Incentive
                      Option  Plan INCORPORATED  BY REFERENCE TO  REGISTRANTS
                      ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
                      DECEMBER 31, 1999.

10.27                 Rules of the Huntingdon  Life Sciences  Sharesave  Scheme
                      INCORPORATED BY REFERENCE TO  REGISTRANTS  ANNUAL  REPORT
                      ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.

10.28                 The Rules of The HIH Share  Option  Plan.  INCORPORATED
                      BY  REFERENCE  TO REGISTRANTS ANNUAL REPORT ON FORM 10-K
                      FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.

10.29                 The Rules of The HIH Approved  Management Share Option
                      Plan.  INCORPORATED BY  REFERENCE  TO  REGISTRANTS ANNUAL
                      REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
                      DECEMBER 31, 1999.

10.30                 A  Deed  of   Variation   dated  August  6,  1998  between
                      Ciba-Geigy plc,  Huntingdon Life Sciences  Limited and the
                      Company  supplemental to an agreement dated March 14, 1997
                      INCORPORATED BY REFERENCE TO REGISTRANT'S ANNUAL REPORT ON
                      FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998.

10.31                 Sale Agreement dated June 23, 1999 between the Company and
                      Huntingdon  Life  Sciences  Ltd  relating  to the  sale of
                      Wilmslow  Research  Centre.  INCORPORATED  BY REFERENCE TO
                      REGISTRANTS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
                      ENDED DECEMBER 31, 1999.

10.32                 Sale Agreement dated July 12, 1999 between the Company and
                      J S  Bloor  (Tamworth)  Limited  relating  to the  sale of
                      Wilmslow  Research  Centre.  INCORPORATED  BY REFERENCE TO
                      REGISTRANTS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
                      ENDED DECEMBER 31, 1999.

10.33                 Loan Facility  Letter,  dated September 25, 2000, between
                      the Company and Andrew Baker, FILED HEREWITH.

10.34                 Amendment  No. 1 to Loan Facility  Letter,  dated as of
                      February 22, 2001, between the Company and Andrew Baker,
                      FILED HEREWITH.

10.35                 Amendment Agreement dated February 19, 2001 relating to a
                      Facilities  Agreement  dated  August  7,  1998  among  the
                      Company,   Huntingdon   Life  Sciences   Limited   (HLSL),
                      Huntingdon  Life  Sciences  Inc.  (HLSI),  the  Banks  (as
                      defined  therein) and Stephens Group Inc. as Agent,  FILED
                      HEREWITH.

10.36                 Fifth  Intercreditor  Agreement,  dated February 19, 2001
                      among  Stephens Group Inc.  (as  Agent),  HLSF LLC,
                      Allfirst  Bank,  Comerica  Bank,  the Company,  HLSL,
                      HLSI,  Andrew Baker and Stephens  Group Inc. (as Funder).
                      FILED HEREWITH.

21.1                  Subsidiaries  FILED HEREWITH

99.1                  Consent  Decision  and Order dated  April 8, 1998  between
                      United States  Department of  Agriculture  and  Huntingdon
                      Life   Sciences   Inc.   INCORPORATED   BY   REFERENCE  TO
                      REGISTRANT'S  ANNUAL  REPORT ON FORM  20-F FOR THE  FISCAL
                      YEAR ENDED DECEMBER 31, 1998.

99.2                  Press Release, dated March 22, 2001, announcing fourth
                      quarter and full year 2000 results.  FILED HEREWITH.


Reports on Form 8-K

None

                                    SIGNATURE



Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  this  Annual  Report  on Form  10-K 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:   March 30, 2001