SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K

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

                      For the month of      June, 2002
                                       ---------------------

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

                 11 DEVONSHIRE SQUARE, LONDON EC2M 4YR, 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 whether registrant by furnishing the Information
contained in this Form 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: ESOT PURCHASE OF 920,000 ORDINARY SHARES.
                               -----------------------------------------



AMVESCAP PLC
163992
IMMEDIATE RELEASE  5 JUNE 2002
PLEASE CONFIRM RELEASE
MICHAEL PERMAN TEL: 020 7454 3942





In accordance with Chapter 16.13 of the Listing Rules, notification is hereby
given that:-

On the 31 May 2002, Rothschild Trust (Cayman) Limited, the Trustee of the
AMVESCAP Share Option Trust, purchased 920,000 ordinary shares on behalf of the
AMVESCAP Executive Share Option Scheme. The Company was notified of this
transaction on 31 May 2002.

Executive Directors of AMVESCAP PLC who are participants in the Share Option
Schemes 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.





5 JUNE 2002.




                                   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  5 June, 2002                      By  /s/ ANGELA TULLY
                                          ---------------------------
                                                (Signature)

                                             Angela Tully
                                             Assistant Company Secretary