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Securities and Exchange Commission Letter

 [AMVESCAP LETTERHEAD]

 October 20, 2006

 VIA FEDERAL
EXPRESS, EDGAR AND FACSIMILE

 Mr. Dave Irving

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street N.W.

 Washington, D.C. 20549

 AMVESCAP PLC

 FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2005

 FILE NUMBER: 1-13908

 Dear Mr. Irving:

 This letter sets forth the responses of AMVESCAP PLC (the “Company”) to your comment letter, dated September 26, 2006, relating to the
Annual Report on Form 20-F for the fiscal year ended December 31, 2005 (the “2005 Form 20-F”) of the Company filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on June 23, 2006.
Unless noted otherwise, all page references are to the 2005 Form 20-F.

 The Company is filing, via EDGAR, this letter setting forth the
Company’s responses to the Commission’s comments regarding the 2005 Form 20-F. Enclosed as well are two hard copies of the Company’s response letter.

 Form 20-F for the Fiscal Year Ended December 31, 2005

 Item 3 – Key Information

 Selected Financial Data, page 2

 Comment 1

1.
Please tell us how you considered the guidance of Release 33-8176 – Conditions for Use of Non-GAAP Financial Measures – as it relates to your presentations of
operating profit and earnings per share before restructuring charge and U.S. regulatory settlement and operating profit and earnings per share before goodwill and exceptional items. Explain to us why you believe such measures are allowed under the
guidance or confirm to us that you will omit these measures from your future filings. Also, refer to Question 28 of the Staff’s Frequently Asked Questions (FAQ) regarding the Use of Non-GAAP Financial Measures available at www.sec.gov.

 October 20, 2006

 Mr. Dave Irving

 Page 2

 Response to Comment 1

 The Company’s financial statements and related disclosures for the years ended December 31, 2005 and 2004 were prepared in accordance with International Financial Reporting Standards (“IFRS”), as
adopted by the European Union, and the Companies Act 1985, as amended (the “Companies Act”), the governing law in the United Kingdom (“U.K.”), the Company’s place of incorporation. The Company’s financial statements and
related disclosures for the years ended December 31, 2003, 2002 and 2001 were prepared in accordance with U.K. Generally Accepted Accounting Practice (“U.K. GAAP”). The Company transitioned from U.K. GAAP to IFRS effective
January 1, 2004.

 The Company believes that its presentation of operating profit and earnings per share before the restructuring charge
(2005) and the U.S. regulatory settlement (2004) and operating profit and earnings per share before goodwill amortization and exceptional items (2003, 2002, and 2001) are allowed under the guidance provided by Release 33-8176 because these
measures are “expressly permitted” (as such term is defined by Question 28 of the Staff’s Frequently Asked Questions regarding the Use of Non-GAAP Financial Measures (the “FAQ”)) under both IFRS (2005 and 2004) and U.K. GAAP
(2003, 2002, and 2001). The Company also included these measures in its 2005 Annual Report that it filed with the Registrar of Companies in the U.K.

 Adjustments to Operating Profit

 International Accounting Standard (“IAS”) 1, “Presentation of
Financial Statements,” specifies minimum requirements for line items on the financial statements. Paragraph 83 of IAS 1 states that “additional line items, headings and subtotals shall be presented on the face of the income
statement when such presentation is relevant to an understanding of the entity’s financial performance.” Operating profit before the restructuring charge (2005) and the U.S. regulatory settlement (2004) and operating profit
before goodwill amortization and exceptional items (2003, 2002 and 2001) are measures that are included in the Selected Financial Data tables in the 2005 Form 20-F. We believe that these measures are more relevant income amounts for summary
presentation, because they more appropriately measure the year-by-year performance of the Company’s regular business operations. As such, these measures are relevant to an understanding of the Company’s financial performance as
contemplated by IAS 1, and are thus “expressly permitted” thereby. Further, Question 28 of the FAQ acknowledges that “some non-US GAAP standard setters specify a minimum level of caption detail for financial statement
presentation, but require or permit additional caption detail.” FAQ Question 28 indicates that the “expressly permitted” requirement “is not intended to prohibit the inclusion of those captions.”

 The adjusted operating profit figures were presented with equal prominence to the operating profit figures for all periods presented, and on page 8, the Company
presented reconciliations of the adjusted operating profit amounts to operating profit.

 October 20, 2006

 Mr. Dave Irving

 Page 3

 Adjustments to Earnings Per Share

 IAS 33, “Earnings Per Share”, paragraph 73, allows for the presentation of earnings per share “using a reported component of the income statement other
than the one required by the Standard.” According to IAS 33, paragraph 73, other earnings per share presentations may be presented if they are presented with equal prominence to the GAAP measure, and if they are disclosed in the notes to the
financial statements. It also states that reconciliations should be provided between the component used and a line item that is reported in the income statement.

 The Company has disclosed earnings per share before the restructuring charge (2005) and the U.S. regulatory settlement (2004) and earnings per share before goodwill amortization and exceptional items (2003, 2002 and 2001) with
equal prominence to earnings per share in the Selected Financial Data section of the 2005 Form 20-F (pages 3 and 4), on the face of the income statement (page F-3) as allowed by IAS 1, paragraph 83 (discussed above), and in the earnings per share
footnote (pages F-23 and F-24). In all cases, the adjusted earnings per share figures are presented after the IAS 33-required earnings per share calculations. The earnings per share footnote provides a reconciliation between profit attributable to
the equity holders of the parent and profit before the restructuring charge (2005) and the U.S. regulatory settlement charge (2004). In light of the above, the Company believes that its presentation of earnings per share is “expressly
permitted” under IAS 33. Additionally, Question 28 of the FAQ indicates that “the expressly permitted condition is not intended to prohibit inclusion of earnings per share measures where the numerator of the per share measure is directly
derived from an appropriately presented measure in the home country GAAP income statement.”

 Additional Guidance
on Presenting Alternative Performance Measures

 As discussed above, the Company presented its 2005 and 2004 financial statements in accordance with IFRS
as adopted by the European Union. In addition to the IFRS references cited above, the Committee of European Securities Regulators has issued recommendations on the disclosure of alternative performance measures. These recommendations represent
“best practice” for European companies. The Company has followed these best practice recommendations by presenting detailed reconciliations on pages 6 though 8 of the non-GAAP measures to the GAAP measures, by presenting comparative data
consistently, and by not presenting the non-GAAP measures with greater prominence than the GAAP measures.

 The Company’s 2003, 2002 and 2001 financial
statements were presented in accordance with U.K. GAAP. The International Practices Task Force of the American Institute of Certified Public Accountants (the “Task Force”) issued a paper on the presentation of non-GAAP financial measures
under U.K. GAAP (November 25, 2003). In the paper, the Task Force noted that U.K. GAAP Financial Reporting Standard 3, “Reporting Financial Performance,” “permits exceptional items to be shown on the face of the income
statement,” and that “historically, a large number of companies from the U.K. have presented subtotals or amounts in the income statement that exclude amortization expense.” The Task Force paper requires that companies

 October 20, 2006

 Mr. Dave Irving

 Page 4

 who use this presentation provide details of the exceptional item. According to this guidance, if goodwill
amortization is excluded from presented subtotals, then the reason for this exclusion and its use to investors should be discussed. The Company believes that it has followed the Task Force’s guidance in footnote 3 to the Selected Financial Data
tables (page 5), where the Company indicated that the adjustments made to operating profit and earnings per share result in disclosure of more appropriate measures of the Company’s year-by-year operating performance. While details of the
exceptional items were provided in prior period Form 20-F filings, the Company acknowledges the Staff’s comment that details of the exceptional items for 2003, 2002 and 2001 were not provided in the 2005 Form 20-F. Accordingly the Company will
revise future filings to describe the nature of the exceptional items.

 Comment 2

2.
Please tell us and revise future filings to describe the nature of the “exceptional items” excluded from operating profit and earnings per share as determined in
accordance with UK GAAP for each period presented.

 Response to Comment 2

 The U.K. GAAP income statements for the years ended December 31, 2003, 2002 and 2001 included the following exceptional items:

Year Ended December 31,

 $’000

2003

2002

2001

 Redundancy and reorganization

81,342

69,813

14,320

 U.S. regulatory investigation

30,704

—

—

 Acquisition retention costs

3,878

—

61,805

 Onerous lease costs

16,041

8,052

9,812

 Other*

11,964

30,859

—

143,929

108,724

85,937

*
Includes information technology-related costs and costs related to certain terminated initiatives.

 In response to the Staff’s comment, the Company will revise future filings to include this description of the nature of the exceptional items recognized in prior periods.

 October 20, 2006

 Mr. Dave Irving

 Page 5

 Comment 3

3.
We note your disclosure on page 5 that you use EBITDA as a measure of liquidity. We also note your reconciliations of EBITDA to profit before taxation on page 7. Please tell
us why you believe profit before taxation is the most directly comparable financial measure calculated and presented in accordance with IFRS and US GAAP. Since you use EBITDA as a measure of liquidity, we would expect this measure to be reconciled
to a cash flow measure (for example, operating cash flows). Refer to Item 10(e)(1)(i) of Regulation S-K.

 Response to
Comment 3

 The Company notes that Item 10(e)(1)(i)(B) of Regulation S-K requires that a non-GAAP measure be reconciled with the most directly
comparable GAAP measure. On page 7 the Company provided a reconciliation of EBITDA to profit before taxation. Profit before taxation is the most directly comparable GAAP measure because the Company views EBITDA as a proxy for cash profit (operating
liquidity). Cash profit is a measure of the liquidity generated by the Company’s operations in each year. The EBITDA disclosure was provided because many of the Company’s analysts and investors also use the EBITDA measure to evaluate the
Company’s cash profits and operating performance.

 The Company believed that EBITDA was a useful adjunct to other GAAP measurements because it was a
meaningful measure for evaluating our performance in a given period compared to other companies in our industry, as interest expense, taxes, depreciation and amortization can vary significantly between companies due in part to differences in
accounting policies, tax strategies, levels of indebtedness, capital purchasing practices and interest rates. However, due to the lack of both a consistent approach to, and authoritative guidance on, the method of its calculation among various
issuers, the Company has decided to eliminate the disclosure of an EBITDA measure in future filings with the Commission.

 Consolidated Financial Statements

 Consolidated Income Statement, page F-3

 Comment 4

4.
We note your presentation of “earnings per share before restructuring charge and U.S. regulatory settlement” on Consolidated Income Statement. Item 10(e)(1)(ii)
of Regulation S-K prohibits the presentation of non-GAAP financial measures on the face of the financial statements unless the conditions in the Note to paragraph (e) are met. Please tell us how you met these conditions or omit this measure
from your Consolidated Income Statement in future filings.

 October 20, 2006

 Mr. Dave Irving

 Page 6

 Response to Comment 4

 The conditions set forth in the Note to paragraph (e) require that:

1.
“The non-GAAP financial measure relates to the GAAP used in the registrant’s primary financial statements included in its filing with the Commission;

2.
The non-GAAP financial measure is required or expressly permitted by the standard-setter that is responsible for establishing the GAAP used in such financial statements; and

3.
The non-GAAP financial measure is included in the annual report prepared by the registrant for use in the jurisdiction in which it is domiciled, incorporated or organized or for
distribution to its security holders.”

 With regard to condition 1 above, the Company believes that earnings per share before the
restructuring charge (2005) and the U.S. regulatory settlement (2004) are measures that “relate to” IFRS as used in the Company’s financial statements included in the 2005 Form 20-F. The Company respectfully refers the Staff to
its response to Comment 1 above, where additional supporting illustrations are made relating the non-GAAP measures to IFRS.

 With regard to condition 2
above, the Company believes that these measures are “expressly permitted” under IFRS. As noted in the Company’s response to Comment 1, IAS 1 specifies minimum requirements for line items on the financial statements. Paragraph 83 of
IAS 1 states that “additional line items, headings and subtotals shall be presented on the face of the income statement when such presentation is relevant to an understanding of the entity’s financial performance.” Earnings per
share before the restructuring charge (2005) and the U.S. regulatory settlement (2004) are measures that were presented as line items on the face of the financial statements and in the footnotes. We believe that these measures are more
relevant income amounts for presentation because they more appropriately measure the year-by-year performance of the Company’s regular business operations. As such, these measures are relevant to an understanding of the Company’s financial
performance as contemplated by IAS 1, and are thus “expressly permitted” thereby. In accordance with IAS 33, the adjusted earnings per share figures were presented with equal prominence to the earnings per share figures for all periods
presented, and on page 6, the Company presented reconciliations of the adjusted earnings per share amounts to earnings per share. Question 28 of the FAQ acknowledges that “some non-US GAAP standard setters specify a minimum level of
caption detail for financial statement presentation, but require or permit additional caption detail.” FAQ Question 28 indicates that the “expressly permitted” requirement “is not intended to prohibit the inclusion of those
captions.”

 With regard to condition 3 above, the Company included these measures in its 2005 Annual Report that it filed with the Registrar of
Companies in the U.K.

 October 20, 2006

 Mr. Dave Irving

 Page 7

 Comment 5

5.
We note the line item “operating profit” on your Consolidated Income Statement excludes “gain on sale of business,” “investment income,”
“loss on sale of assets, i