<PAGE>
 
                                                            REGISTRATION NO. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                          Philip Morris Companies Inc.
             (Exact name of registrant as specified in its charter)

                 Virginia                               13-326-245
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)             Identification Number)

             120 Park Avenue
            New York, New York                            10017
 (Address of Principal Executive Offices)              (Zip Code)

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

         Philip Morris Incorporated Bakery, Confectionery and Tobacco 
              Workers International Union Wage Stock Bonus Program
                           (Full title of the plan)

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

                               G. PENN HOLSENBECK
            Vice President, Associate General Counsel and Secretary

                          Philip Morris Companies Inc.
                                120 Park Avenue
                            New York, New York 10017
                    (Name and address of agent for service)
                                 (212) 880-5000
         (Telephone number, including area code, of agent for service)

                                ---------------
<TABLE>
<CAPTION>
==============================================================================================
                               CALCULATION OF REGISTRATION FEE
==============================================================================================
                                                Proposed           Proposed
                                 Amount          maximum            maximum        Amount of
    Title of securities          to be       offering price        aggregate      registration
      to be registered         registered     per share(1)     offering price(1)      fee
- ----------------------------------------------------------------------------------------------
<S>                           <C>           <C>                <C>                <C>
Common Stock, $1 par value... 225,000 shs.         $83.60          $18,810,000          $6,486
==============================================================================================
</TABLE>

     (1) Estimated solely for the purpose of computing the registration fee and
calculated in accordance with Rule 457(c), based upon the average of the high
and low prices for the Common Stock reported in the consolidated reporting
system on October 30, 1995.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

================================================================================
<PAGE>
 
                                    PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

    Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Not required to be filed with the Commission.

                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Philip Morris Companies Inc. (the
"Company") with the Commission (File No. 1-8940) are incorporated herein by
reference and made a part hereof: (i) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-B, dated July
1, 1985, as amended by Amendment No. 1 on Form 8, dated April 27, 1989; (ii) the
Company's Annual Report on Form 10-K for the year ended December 31, 1994; 
(iii) the Company's Current Report on Form 8-K, dated January 26, 1995; and (iv)
the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 
1995 and June 30, 1995.

    All annual reports of the Philip Morris Incorporated Bakery, Confectionery
and Tobacco Workers International Union Wage Stock Bonus Program (the "Plan")
filed by the Plan pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act"), and all documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of the Prospectus and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that is incorporated by reference herein modifies or
supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

                                      II-2
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Virginia Stock Corporation Act (the "Virginia Act") permits the Company
to indemnify its officers and directors in connection with certain actions,
suits and proceedings brought against them if they acted in good faith and
believed their conduct to be in the best interests of the Company and, in the
case of criminal actions, had no reasonable cause to believe that the conduct
was unlawful. The Virginia Act requires such indemnification when a director
entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the Company, and further provides that the
Company may make any other or further indemnity (including indemnity with
respect to a proceeding by or in the right of the Company), and may make
additional provision for advances and reimbursement of expenses, if authorized
by its articles of incorporation or stockholder-adopted by-laws, except an
indemnity against willful misconduct or a knowing violation of the criminal law.
The Virginia Act establishes a statutory limit on liability of officers and
directors of the Company for damages assessed against them in a suit brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company and authorizes the Company, with stockholder approval, to specify a
lower monetary limit on liability in the Company's articles of incorporation or
by-laws; however, the liability of an officer or director shall not be limited
if such officer or director engaged in willful misconduct or a knowing violation
of the criminal law or of any federal or state securities law. The Company's
articles of incorporation provide that an officer or director or former officer
or director of the Company shall be indemnified to the full extent permitted by
the Virginia Act as currently in effect or as hereafter amended in connection
with any action, suit or proceeding brought by or in the right of the Company or
brought by or on behalf of stockholders of the Company. The Company's articles
of incorporation further provide for the limitation or elimination of the
liability of an officer or director or former officer or director of the Company
for monetary damages to the Company or its stockholders in any action, suit or
proceeding, to the full extent permitted by the Virginia Act as currently in
effect or as hereafter amended. In addition, the Company carries insurance on
behalf of directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.


ITEM 8.  EXHIBITS.

Exhibit No.
- -----------

4.1  Section I (Wages) of the Summary of Economic Negotiations for Bakery,
     Confectionery and Tobacco Workers International Union Locals 16-T, 203-T,
     229-T and 359-T (filed herewith).

4.2  Articles of Incorporation (filed as Exhibit 3.1 to the Company's Annual
     Report on Form 10-K for the year ended December 31, 1989, and incorporated
     herein by reference).

4.3  By-Laws (filed as Exhibit 4.3 to the Company's Registration Statement No. 
     33-59109, and incorporated herein by reference).

5    Opinion of Hunton & Williams as to the legality of the securities being
     registered (filed herewith).

23.1 Consent of Hunton & Williams (included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).

24   Powers of Attorney (filed as Exhibit 25 to Post-Effective Amendment No. 2
     to the Company's Registration Statement No. 33-39162, and incorporated
     herein by reference).
                                      II-3
<PAGE>
 
ITEM 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933, as amended (the "Securities 
                     Act");

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change in such
                     information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

          2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>
 
                                  SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on the 3rd day of
November, 1995.

                                    Philip Morris Companies Inc.


                                     By:      /s/ Geoffrey C. Bible
                                        ---------------------------------------
                                        Geoffrey C. Bible, Chairman of the Board
                                                      

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    Signature                                 Title               Date
                    ---------                                 -----               ----
<S>                                                 <C>                        <C>
              /s/ Geoffrey C. Bible                 Director, Chairman of the  November 3, 1995
- --------------------------------------------------   Board and Chief
               (Geoffrey C. Bible)                   Executive Officer
 
                /s/ Hans G. Storr                   Director, Executive Vice   November 3, 1995
- --------------------------------------------------   President and Chief
                 (Hans G. Storr)                     Financial Officer
 
              /s/ Katherine P. Clark                Vice President and         November 3, 1995
- --------------------------------------------------   Controller
               (Katherine P. Clark)

 Elizabeth E. Bailey, Murray H. Bring, Harold
 Brown, William H. Donaldson, Jane Evans, Robert
 E. R. Huntley, Rupert Murdoch, Richard D.
 Parsons, Roger S. Penske, John S. Reed             Directors
 
By:            /s/ Hans G. Storr                                               November 3, 1995
    -------------------------------------
      (Hans G. Storr, Attorney-in-fact)
</TABLE>

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

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Human Resources Department of Philip Morris Incorporated, a subsidiary of the
Company, administrator of the Plan, has duly caused this Form S-8 to be signed
by the undersigned thereunto duly authorized, in The City of New York, State of
New York, on the 3rd day of November, 1995.

                                        Philip Morris Incorporated
                                        Bakery, Confectionery and Tobacco 
                                        Workers International Union
                                        Wage Stock Bonus Program

                                        By:         /s/ Eric A. Taussig
                                           ------------------------------------
                                           Eric A. Taussig, Assistant Secretary,
                                                Philip Morris Incorporated

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit No.                    Description
 -----------                    -----------
 
<S>            <C>
 4.1           Section I (Wages) of the Summary of Economic 
               Negotiations for Bakery, Confectionery and Tobacco Workers 
               International Union Locals 16-T, 203-T, 229-T, and 359-T
               (filed herewith).

 4.2           Articles of Incorporation (filed as Exhibit
               3.1 to the Company's Annual Report on
               Form 10-K for the year ended December 31,
               1989, and incorporated herein by reference).
 
 4.3           By-Laws (filed as Exhibit 4.3 to the Company's Registration 
               Statement No. 33-59109, and incorporated herein by reference).
 
  5            Opinion of Hunton & Williams as to the
               legality of the securities being registered
               (filed herewith).
 
23.1           Consent of Hunton & Williams (included in
               Exhibit 5).
 
23.2           Consent of Coopers & Lybrand L.L.P.
               (filed herewith).
 
 24            Powers of Attorney (filed as Exhibit 25 to Post-Effective
               Amendment No. 2 to the Company's Registration Statement No. 
               33-39162, and incorporated herein by reference).



</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18174}]
{"company-data": {"conformed-name": "PHILIP MORRIS COMPANIES INC", "cik": "0000764180", "assigned-sic": "2111", "irs-number": "133260245", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63977", "film-number": "95587251"}, "business-address": {"street1": "120 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "212-880-3870"}, "mail-address": {"street1": "120 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
REGISTRATION NO. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                          Philip Morris Companies Inc.
             (Exact name of registrant as specified in its charter)

                 Virginia                               13-326-245
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)             Identification Number)

             120 Park Avenue
            New York, New York                            10017
 (Address of Principal Executive Offices)              (Zip Code)

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

         Philip Morris Incorporated Bakery, Confectionery and Tobacco 
              Workers International Union Wage Stock Bonus Program
                           (Full title of the plan)

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

                               G. PENN HOLSENBECK
            Vice President, Associate General Counsel and Secretary

                          Philip Morris Companies Inc.
                                120 Park Avenue
                            New York, New York 10017
                    (Name and address of agent for service)
                                 (212) 880-5000
         (Telephone number, including area code, of agent for service)

                                ---------------
==============================================================================================
                               CALCULATION OF REGISTRATION FEE
==============================================================================================
                                                Proposed           Proposed
                                 Amount          maximum            maximum        Amount of
    Title of securities          to be       offering price        aggregate      registration
      to be registered         registered     per share(1)     offering price(1)      fee
- ----------------------------------------------------------------------------------------------
Common Stock, $1 par value... 225,000 shs.         $83.60          $18,810,000          $6,486
==============================================================================================
(1) Estimated solely for the purpose of computing the registration fee and
calculated in accordance with Rule 457(c), based upon the average of the high
and low prices for the Common Stock reported in the consolidated reporting
system on October 30, 1995.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

    Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Not required to be filed with the Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Philip Morris Companies Inc. (the
"Company") with the Commission (File No. 1-8940) are incorporated herein by
reference and made a part hereof: (i) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-B, dated July
1, 1985, as amended by Amendment No. 1 on Form 8, dated April 27, 1989; (ii) the
Company's Annual Report on Form 10-K for the year ended December 31, 1994; 
(iii) the Company's Current Report on Form 8-K, dated January 26, 1995; and (iv)
the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 
1995 and June 30, 1995.

    All annual reports of the Philip Morris Incorporated Bakery, Confectionery
and Tobacco Workers International Union Wage Stock Bonus Program (the "Plan")
filed by the Plan pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act"), and all documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of the Prospectus and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that is incorporated by reference herein modifies or
supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

                                      II-2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Virginia Stock Corporation Act (the "Virginia Act") permits the Company
to indemnify its officers and directors in connection with certain actions,
suits and proceedings brought against them if they acted in good faith and
believed their conduct to be in the best interests of the Company and, in the
case of criminal actions, had no reasonable cause to believe that the conduct
was unlawful. The Virginia Act requires such indemnification when a director
entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the Company, and further provides that the
Company may make any other or further indemnity (including indemnity with
respect to a proceeding by or in the right of the Company), and may make
additional provision for advances and reimbursement of expenses, if authorized
by its articles of incorporation or stockholder-adopted by-laws, except an
indemnity against willful misconduct or a knowing violation of the criminal law.
The Virginia Act establishes a statutory limit on liability of officers and
directors of the Company for damages assessed against them in a suit brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company and authorizes the Company, with stockholder approval, to specify a
lower monetary limit on liability in the Company's articles of incorporation or
by-laws; however, the liability of an officer or director shall not be limited
if such officer or director engaged in willful misconduct or a knowing violation
of the criminal law or of any federal or state securities law. The Company's
articles of incorporation provide that an officer or director or former officer
or director of the Company shall be indemnified to the full extent permitted by
the Virginia Act as currently in effect or as hereafter amended in connection
with any action, suit or proceeding brought by or in the right of the Company or
brought by or on behalf of stockholders of the Company. The Company's articles
of incorporation further provide for the limitation or elimination of the
liability of an officer or director or former officer or director of the Company
for monetary damages to the Company or its stockholders in any action, suit or
proceeding, to the full extent permitted by the Virginia Act as currently in
effect or as hereafter amended. In addition, the Company carries insurance on
behalf of directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.
- -----------

4.1  Section I (Wages) of the Summary of Economic Negotiations for Bakery,
     Confectionery and Tobacco Workers International Union Locals 16-T, 203-T,
     229-T and 359-T (filed herewith).

4.2  Articles of Incorporation (filed as Exhibit 3.1 to the Company's Annual
     Report on Form 10-K for the year ended December 31, 1989, and incorporated
     herein by reference).

4.3  By-Laws (filed as Exhibit 4.3 to the Company's Registration Statement No. 
     33-59109, and incorporated herein by reference).

5    Opinion of Hunton & Williams as to the legality of the securities being
     registered (filed herewith).

23.1 Consent of Hunton & Williams (included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).

24   Powers of Attorney (filed as Exhibit 25 to Post-Effective Amendment No. 2
     to the Company's Registration Statement No. 33-39162, and incorporated
     herein by reference).
                                      II-3
ITEM 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933, as amended (the "Securities 
                     Act");

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change in such
                     information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

          2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on the 3rd day of
November, 1995.

                                    Philip Morris Companies Inc.

                                     By:      /s/ Geoffrey C. Bible
                                        ---------------------------------------
                                        Geoffrey C. Bible, Chairman of the Board
                                                      

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                 Title               Date
                    ---------                                 -----               ----
/s/ Geoffrey C. Bible                 Director, Chairman of the  November 3, 1995
- --------------------------------------------------   Board and Chief
               (Geoffrey C. Bible)                   Executive Officer
 
                /s/ Hans G. Storr                   Director, Executive Vice   November 3, 1995
- --------------------------------------------------   President and Chief
                 (Hans G. Storr)                     Financial Officer
 
              /s/ Katherine P. Clark                Vice President and         November 3, 1995
- --------------------------------------------------   Controller
               (Katherine P. Clark)

 Elizabeth E. Bailey, Murray H. Bring, Harold
 Brown, William H. Donaldson, Jane Evans, Robert
 E. R. Huntley, Rupert Murdoch, Richard D.
 Parsons, Roger S. Penske, John S. Reed             Directors
 
By:            /s/ Hans G. Storr                                               November 3, 1995
    -------------------------------------
      (Hans G. Storr, Attorney-in-fact)
---------------

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Human Resources Department of Philip Morris Incorporated, a subsidiary of the
Company, administrator of the Plan, has duly caused this Form S-8 to be signed
by the undersigned thereunto duly authorized, in The City of New York, State of
New York, on the 3rd day of November, 1995.

                                        Philip Morris Incorporated
                                        Bakery, Confectionery and Tobacco 
                                        Workers International Union
                                        Wage Stock Bonus Program

                                        By:         /s/ Eric A. Taussig
                                           ------------------------------------
                                           Eric A. Taussig, Assistant Secretary,
                                                Philip Morris Incorporated

                                      II-5
EXHIBIT INDEX
Exhibit No.                    Description
 -----------                    -----------
4.1           Section I (Wages) of the Summary of Economic 
               Negotiations for Bakery, Confectionery and Tobacco Workers 
               International Union Locals 16-T, 203-T, 229-T, and 359-T
               (filed herewith).

 4.2           Articles of Incorporation (filed as Exhibit
               3.1 to the Company's Annual Report on
               Form 10-K for the year ended December 31,
               1989, and incorporated herein by reference).
 
 4.3           By-Laws (filed as Exhibit 4.3 to the Company's Registration 
               Statement No. 33-59109, and incorporated herein by reference).
 
  5            Opinion of Hunton & Williams as to the
               legality of the securities being registered
               (filed herewith).
 
23.1           Consent of Hunton & Williams (included in
               Exhibit 5).
 
23.2           Consent of Coopers & Lybrand L.L.P.
               (filed herewith).
 
 24            Powers of Attorney (filed as Exhibit 25 to Post-Effective
               Amendment No. 2 to the Company's Registration Statement No. 
               33-39162, and incorporated herein by reference).