SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      Pursuant to Rule 13a-16 or 15d-16 Under
                       the Securities Exchange Act of 1934

                         For the month of July, 2005
                                          ----------
                        Commission File Number 001-13908
                                               ---------

                                  AMVESCAP PLC
               ------------------------------------------------
                 (Translation of registrant's name into English)

                 30 Finsbury Square, London EC2A 1AG, ENGLAND
           --------------------------------------------------------
                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                        Form 20-F  X             Form 40-F
                                 -----                    -----

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): 
                                           ------

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
                                           ------

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                        Yes        No   X
                           -------   -------   

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-     N/A
                                   -------------

Description of document filed:  AMVESCAP Rule 8 Announcement - ESOP sold
                                ----------------------------------------
                                231 shares on behalf of a beneficiary.
                                --------------------------------------



AMVESCAP PLC
IMMEDIATE RELEASE 27 JULY 2005
CONTACT: ANGELA TULLY  TEL: 020 7065 3652



In Accordance with 3.1.4R of the Disclosure Rules and Rule 8.1 of The City Code
on Takeovers and Mergers, notification is hereby given that:-

On the 26 July 2005, Trustee of the AMVESCAP Employee Stock Ownership Plan
("ESOP") sold 231 shares on behalf of a beneficiary at (pound)4.080. The sale
was not made on behalf of a director of AMVESCAP. The Company was notified of
this transaction on 27 July 2005.

Executive Directors of AMVESCAP PLC who are participants in the Employee Stock
Ownership Plan are deemed to be discretionary beneficiaries of the Trust and are
consequently considered to be interested in all of the shares held by the
Trustees.

Following the transaction the AMVESCAP Concert Party,(comprising the Directors
of AMVESCAP PLC, Rothschild Trust (Cayman) Limited - the Trustee of the AMVESCAP
Share Option Trust, the AMVESCAP Employee Share Ownership Plan and the AMVESCAP
Global Stock Plan) is interested in 92,199,443 Ordinary Shares of 25p each,
representing 11.359% of the issued share capital.



27 JULY 2005



                                   SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                                AMVESCAP PLC
                                        ------------------------------
                                                (Registrant)



Date  27 July, 2005                   By   /s/  Angela Tully
      -------------                        --------------------------
                                                (Signature)

                                            Angela Tully
                                            Assistant Company Secretary