As filed with the Securities and Exchange Commission on May 24, 2002
                                                         Registration No. 333-

===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                              ARAMARK CORPORATION
            (Exact name of Registrant as specified in its charter)

           Delaware                                     23-3086414
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)

                                 ARAMARK Tower
                               1101 Market Place
                       Philadelphia, Pennsylvania 19107
                                (215) 238-3000
   (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive office)

                    ARAMARK 2001 Deferred Compensation Plan
                           (Full title of the Plan)

                         The Corporation Trust Company
                              1209 Orange Street
                          Wilmington, Delaware 19801
                                (302) 658-7581
   (Name, address, including zip code, and telephone number, including area
                   code, of Registrant's agent for service)

                                  Copies to:

           Bart J. Colli, Esq.                        Arthur D. Robinson, Esq.
          ARAMARK Corporation                        Simpson Thacher & Bartlett
             ARAMARK Tower                             425 Lexington Avenue
          1101 Market Street                         New York, New York 10017
   Philadelphia, Pennsylvania 19107                       (212) 455-2000
           (215) 238-3000

                        CALCULATION OF REGISTRATION FEE
<TABLE>

============================================================= =============== =================== =================== ============
<CAPTION>

                                                                               Proposed Maximum    Proposed Maximum     Amount of
                                                               Amount to be     Offering Price        Aggregate        Registration
            Title of Securities to be Registered              Registered(b)        Per Unit       Offering Price(b)        Fee
------------------------------------------------------------- --------------- ------------------- ------------------- ------------

<S>                                                              <C>                 <C>               <C>              <C>
Deferred Compensation Obligations(a)....................         $825,000.00        100%              $825,000.00       $75.90

============================================================= =============== =================== =================== ============
</TABLE>

(a)  The Deferred Compensation Obligations are unsecured obligations of
     ARAMARK Corporation to pay deferred compensation in the future in
     accordance with the terms of the ARAMARK 2001 Deferred Compensation Plan.
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also relates to an indeterminate
     amount of interests to be offered or sold pursuant to the ARAMARK 2001
     Deferred Compensation Plan.

(b)  Estimated solely for the purpose of determining the registration fee.


<PAGE>



                                    PART I

     All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Act").


                                     I-1
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by ARAMARK Corporation (the "Company" or
"Registrant") with the Securities and Exchange Commission (the "SEC") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference in this Registration Statement:

     1.   Our Annual Report on Form 10-K for fiscal year ended September 28,
          2001;

     2.   Our Proxy Statement for the Annual Meeting of Stockholders held on
          February 12, 2002, filed on January 9, 2002;

     3.   Our Quarterly Reports on Form 10-Q for the quarters ended December
          28, 2001 and March 29, 2002; and

     4.   Our Current Reports on Form 8-K, filed on December 10, 2001, January
          22, 2002 and April 19, 2002.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Under the ARAMARK 2001 Deferred Compensation Plan (the "Plan"), the
Company will provide eligible employees of the Company and its affiliates with
the opportunity to elect to defer a specified percentage of their future cash
compensation. The obligation of the Company under the Plan (the "Obligations")
will be unsecured general obligations of the Company to pay the compensation
deferred in accordance with the terms of the Plan, along with any interest
deemed credited on the deferrals, and will rank equally with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
Because the Company is a holding company, the right of the Company, and hence
the right of creditors of the Company (including participants in the Plan) to
participate in a distribution of the assets of a subsidiary upon its
liquidation or reorganization or otherwise, necessarily is subject to claims
of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor may be recognized.

     The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based on
elections by the participant. Each Deferral Account generally will be payable
on a date selected by the participant in accordance with the terms of the Plan
but, subject to limited exceptions, such date will not be earlier than three
years from the date the deferral first becomes effective. The interest on the
account follows Moody's Corporate Bond Rate as of the October of the
immediately preceding



                                     II-1
<PAGE>


calendar year. Deferrals begin earning interest as of the date they would
otherwise have been paid to the participant. Interest is compounded quarterly.

     A participant's right or the right of any other person to the Deferral
Account cannot be assigned, pledged or alienated.

     The board of directors of the Company reserves the right to amend or
terminate the Plan at any time, and the committee that administers the Plan
also has the right to amend the Plan's terms, except that no such amendment by
the committee may decrease the balance of any deferral account or
retroactively decrease the applicable rate of interest at the time of such
amendment.

     The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has
been appointed having the authority to take action with respect to the
Obligations, and each participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
request for consent, waivers, or amendments pertaining to the Obligations,
enforcing covenants, and taking action upon a default.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duties.
Our certificate of incorporation includes a provision that eliminates the
personal liability of directors for monetary damages for actions taken as a
director, except for liability:

     o    for breach of duty of loyalty;

     o    for acts or omissions not in good faith or involving intentional
          misconduct or knowing violation of law;

     o    under Section 174 of the Delaware General Corporation Law (unlawful
          dividends); or

     o    for transactions from which the director derived improper personal
          benefit.

     Our certificate of incorporation provides that we must indemnify our
directors and officers to the fullest extent authorized by the Delaware
General Corporation Law. We will also pay expenses incurred in defending any
such proceeding in advance of its final disposition upon delivery to us of an
undertaking, by or on behalf of an indemnified person, to repay all amounts so
advanced if it should be determined ultimately that such person is not
entitled to be indemnified under this section or otherwise.

     The indemnification rights set forth above shall not be exclusive of any
other right which an indemnified person may have or hereafter acquire under
any statute, provision of our certificate of incorporation, our by laws,
agreement, vote of stockholders or disinterested directors or otherwise.

     We maintain insurance to protect ourselves and our directors, officers
and representatives against any such expense, liability or loss, whether or
not we would have the power to indemnify him against such expense, liability
or loss under the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

     None.


                                     II-2
<PAGE>

Item 8.  Exhibits

     5     Opinion of Morgan, Lewis & Bockius LLP (consent included therein).
     10.1  ARAMARK 2001 Deferred Compensation Plan.
     23    Consent of Arthur Andersen LLP.
     24    Powers of Attorney (included on page II-4).

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

(a) (1)   To file, during any period in which offers or sales are being 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 (the "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. Notwithstanding the foregoing, any increase
     or decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering
     range may be reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of Registration
     Fee" table in the effective registration statement; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the 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 hereby which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Act, each filing of the registrant's
     annual report pursuant to Section 13(a) or Section 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 this Registration Statement shall be deemed
     to be a new registration statement relating to the securities offered
     herein, 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 Act may
     be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the 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,

<PAGE>

     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 Act and will be governed by the final
     adjudication of such issue.



                                     II-3
<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania, on May 24, 2002.

                                      ARAMARK CORPORATION


                                      By  /s/ L. Frederick Sutherland
                                          ---------------------------------
                                          Name:  L. Frederick Sutherland
                                          Title: Executive Vice President and
                                                 Chief Financial Officer




                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears
below hereby appoints Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli
and Susan Goldy, and each of them, as his true and lawful agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to execute any and all amendments to the
within registration statement, including post-effective amendments, and to
sign any and all registration statements relating to the same offering of
securities as this registration statement that are filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same,
together with all exhibits thereto, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.

            Name                             Title                   Date
            ----                             -----                   ----

  /s/ Joseph Neubauer            Chairman and Director         May 24, 2002
-----------------------------    (Principal Executive
      Joseph Neubauer            Officer)

  /s/ L. Frederick Sutherland    Executive Vice President,     May 24, 2002
-----------------------------    Chief Financial Officer
   L. Frederick Sutherland       (Principal Financial
                                 Officer)


 /s/ John M. Lafferty            Senior Vice President,        May 24, 2002
-----------------------------    Controller and Chief
     John M. Lafferty            Accounting Officer
                                 (Principal Accounting
                                 Officer)


  /s/ Lawrence T. Babbio, Jr.    Director                      May 24, 2002
-----------------------------
    Lawrence T. Babbio, Jr.


                                     II-4
<PAGE>


            Name                         Title                     Date
            ----                         -----                     ----

  /s/ Patricia C. Barron         Director                      May 24, 2002
-----------------------------
     Patricia C. Barron

  /s/ Robert J. Callander        Director                      May 24, 2002
-----------------------------
     Robert J. Callander

  /s/ Leonard S. Coleman, Jr.    Director                      May 24, 2002
-----------------------------
    Leonard S. Coleman, Jr.

  /s/ Ronald R. Davenport        Director                      May 24, 2002
-----------------------------
     Ronald R. Davenport

  /s/ Thomas H. Kean             Director                      May 24, 2002
-----------------------------
        Thomas H. Kean

  /s/ James E. Ksansnak          Director                      May 24, 2002
-----------------------------
       James E. Ksansnak

  /s/  James E. Preston          Director                      May 24, 2002
-----------------------------
       James E. Preston

  /s/ Karl M. von der Heyden     Director                      May 24, 2002
-----------------------------
     Karl M. von der Heyden


                                     II-5
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, as amended,
the ARAMARK 2001 Deferred Compensation Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on May
24, 2002.

                                 ARAMARK 2001 DEFERRED COMPENSATION PLAN


                                 By /s/ L. Frederick Sutherland
                                   ------------------------------------
                                   L. Frederick Sutherland,
                                   on behalf of the Plan Administrative
                                   Committee


                                     II-6
<PAGE>




                               INDEX TO EXHIBITS

     Exhibit
     Number                               Description


     5                 Opinion of Morgan, Lewis & Bockius LLP (consent included
                       therein).
     10.1              ARAMARK 2001 Deferred Compensation Plan.
     23                Consent of Arthur Andersen LLP.
     24                Powers of Attorney (included on Page II-4).
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21438}]
{"company-data": {"conformed-name": "ARAMARK CORP/DE", "cik": "0001144528", "assigned-sic": "5812", "irs-number": "233086414", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89120", "film-number": "02662439"}, "business-address": {"street1": "ARAMARK TOWER", "street2": "1101 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19107", "phone": "2152383000"}, "former-company": {"former-conformed-name": "ARAMARK WORLDWIDE CORP", "date-changed": "20010711"}}
As filed with the Securities and Exchange Commission on May 24, 2002
                                                         Registration No. 333-

===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              ARAMARK CORPORATION
            (Exact name of Registrant as specified in its charter)

           Delaware                                     23-3086414
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)

                                 ARAMARK Tower
                               1101 Market Place
                       Philadelphia, Pennsylvania 19107
                                (215) 238-3000
   (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive office)

                    ARAMARK 2001 Deferred Compensation Plan
                           (Full title of the Plan)

                         The Corporation Trust Company
                              1209 Orange Street
                          Wilmington, Delaware 19801
                                (302) 658-7581
   (Name, address, including zip code, and telephone number, including area
                   code, of Registrant's agent for service)

                                  Copies to:

           Bart J. Colli, Esq.                        Arthur D. Robinson, Esq.
          ARAMARK Corporation                        Simpson Thacher & Bartlett
             ARAMARK Tower                             425 Lexington Avenue
          1101 Market Street                         New York, New York 10017
   Philadelphia, Pennsylvania 19107                       (212) 455-2000
           (215) 238-3000

                        CALCULATION OF REGISTRATION FEE

============================================================= =============== =================== =================== ============
Proposed Maximum    Proposed Maximum     Amount of
                                                               Amount to be     Offering Price        Aggregate        Registration
            Title of Securities to be Registered              Registered(b)        Per Unit       Offering Price(b)        Fee
------------------------------------------------------------- --------------- ------------------- ------------------- ------------
Deferred Compensation Obligations(a)....................         $825,000.00        100%              $825,000.00       $75.90

============================================================= =============== =================== =================== ============
(a)  The Deferred Compensation Obligations are unsecured obligations of
     ARAMARK Corporation to pay deferred compensation in the future in
     accordance with the terms of the ARAMARK 2001 Deferred Compensation Plan.
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also relates to an indeterminate
     amount of interests to be offered or sold pursuant to the ARAMARK 2001
     Deferred Compensation Plan.

(b)  Estimated solely for the purpose of determining the registration fee.
PART I

     All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Act").

                                     I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by ARAMARK Corporation (the "Company" or
"Registrant") with the Securities and Exchange Commission (the "SEC") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference in this Registration Statement:

     1.   Our Annual Report on Form 10-K for fiscal year ended September 28,
          2001;

     2.   Our Proxy Statement for the Annual Meeting of Stockholders held on
          February 12, 2002, filed on January 9, 2002;

     3.   Our Quarterly Reports on Form 10-Q for the quarters ended December
          28, 2001 and March 29, 2002; and

     4.   Our Current Reports on Form 8-K, filed on December 10, 2001, January
          22, 2002 and April 19, 2002.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Under the ARAMARK 2001 Deferred Compensation Plan (the "Plan"), the
Company will provide eligible employees of the Company and its affiliates with
the opportunity to elect to defer a specified percentage of their future cash
compensation. The obligation of the Company under the Plan (the "Obligations")
will be unsecured general obligations of the Company to pay the compensation
deferred in accordance with the terms of the Plan, along with any interest
deemed credited on the deferrals, and will rank equally with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
Because the Company is a holding company, the right of the Company, and hence
the right of creditors of the Company (including participants in the Plan) to
participate in a distribution of the assets of a subsidiary upon its
liquidation or reorganization or otherwise, necessarily is subject to claims
of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor may be recognized.

     The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based on
elections by the participant. Each Deferral Account generally will be payable
on a date selected by the participant in accordance with the terms of the Plan
but, subject to limited exceptions, such date will not be earlier than three
years from the date the deferral first becomes effective. The interest on the
account follows Moody's Corporate Bond Rate as of the October of the
immediately preceding

                                     II-1
calendar year. Deferrals begin earning interest as of the date they would
otherwise have been paid to the participant. Interest is compounded quarterly.

     A participant's right or the right of any other person to the Deferral
Account cannot be assigned, pledged or alienated.

     The board of directors of the Company reserves the right to amend or
terminate the Plan at any time, and the committee that administers the Plan
also has the right to amend the Plan's terms, except that no such amendment by
the committee may decrease the balance of any deferral account or
retroactively decrease the applicable rate of interest at the time of such
amendment.

     The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has
been appointed having the authority to take action with respect to the
Obligations, and each participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
request for consent, waivers, or amendments pertaining to the Obligations,
enforcing covenants, and taking action upon a default.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duties.
Our certificate of incorporation includes a provision that eliminates the
personal liability of directors for monetary damages for actions taken as a
director, except for liability:

     o    for breach of duty of loyalty;

     o    for acts or omissions not in good faith or involving intentional
          misconduct or knowing violation of law;

     o    under Section 174 of the Delaware General Corporation Law (unlawful
          dividends); or

     o    for transactions from which the director derived improper personal
          benefit.

     Our certificate of incorporation provides that we must indemnify our
directors and officers to the fullest extent authorized by the Delaware
General Corporation Law. We will also pay expenses incurred in defending any
such proceeding in advance of its final disposition upon delivery to us of an
undertaking, by or on behalf of an indemnified person, to repay all amounts so
advanced if it should be determined ultimately that such person is not
entitled to be indemnified under this section or otherwise.

     The indemnification rights set forth above shall not be exclusive of any
other right which an indemnified person may have or hereafter acquire under
any statute, provision of our certificate of incorporation, our by laws,
agreement, vote of stockholders or disinterested directors or otherwise.

     We maintain insurance to protect ourselves and our directors, officers
and representatives against any such expense, liability or loss, whether or
not we would have the power to indemnify him against such expense, liability
or loss under the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

     None.

                                     II-2
Item 8.  Exhibits

     5     Opinion of Morgan, Lewis & Bockius LLP (consent included therein).
     10.1  ARAMARK 2001 Deferred Compensation Plan.
     23    Consent of Arthur Andersen LLP.
     24    Powers of Attorney (included on page II-4).

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

(a) (1)   To file, during any period in which offers or sales are being 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 (the "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. Notwithstanding the foregoing, any increase
     or decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering
     range may be reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of Registration
     Fee" table in the effective registration statement; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the 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 hereby which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Act, each filing of the registrant's
     annual report pursuant to Section 13(a) or Section 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 this Registration Statement shall be deemed
     to be a new registration statement relating to the securities offered
     herein, 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 Act may
     be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the 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 Act and will be governed by the final
     adjudication of such issue.

                                     II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania, on May 24, 2002.

                                      ARAMARK CORPORATION

                                      By  /s/ L. Frederick Sutherland
                                          ---------------------------------
                                          Name:  L. Frederick Sutherland
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears
below hereby appoints Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli
and Susan Goldy, and each of them, as his true and lawful agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to execute any and all amendments to the
within registration statement, including post-effective amendments, and to
sign any and all registration statements relating to the same offering of
securities as this registration statement that are filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file the same,
together with all exhibits thereto, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.

            Name                             Title                   Date
            ----                             -----                   ----

  /s/ Joseph Neubauer            Chairman and Director         May 24, 2002
-----------------------------    (Principal Executive
      Joseph Neubauer            Officer)

  /s/ L. Frederick Sutherland    Executive Vice President,     May 24, 2002
-----------------------------    Chief Financial Officer
   L. Frederick Sutherland       (Principal Financial
                                 Officer)

 /s/ John M. Lafferty            Senior Vice President,        May 24, 2002
-----------------------------    Controller and Chief
     John M. Lafferty            Accounting Officer
                                 (Principal Accounting
                                 Officer)

  /s/ Lawrence T. Babbio, Jr.    Director                      May 24, 2002
-----------------------------
    Lawrence T. Babbio, Jr.

                                     II-4
Name                         Title                     Date
            ----                         -----                     ----

  /s/ Patricia C. Barron         Director                      May 24, 2002
-----------------------------
     Patricia C. Barron

  /s/ Robert J. Callander        Director                      May 24, 2002
-----------------------------
     Robert J. Callander

  /s/ Leonard S. Coleman, Jr.    Director                      May 24, 2002
-----------------------------
    Leonard S. Coleman, Jr.

  /s/ Ronald R. Davenport        Director                      May 24, 2002
-----------------------------
     Ronald R. Davenport

  /s/ Thomas H. Kean             Director                      May 24, 2002
-----------------------------
        Thomas H. Kean

  /s/ James E. Ksansnak          Director                      May 24, 2002
-----------------------------
       James E. Ksansnak

  /s/  James E. Preston          Director                      May 24, 2002
-----------------------------
       James E. Preston

  /s/ Karl M. von der Heyden     Director                      May 24, 2002
-----------------------------
     Karl M. von der Heyden

                                     II-5
Pursuant to the requirements of the Securities Act of 1933, as amended,
the ARAMARK 2001 Deferred Compensation Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on May
24, 2002.

                                 ARAMARK 2001 DEFERRED COMPENSATION PLAN

                                 By /s/ L. Frederick Sutherland
                                   ------------------------------------
                                   L. Frederick Sutherland,
                                   on behalf of the Plan Administrative
                                   Committee

                                     II-6
INDEX TO EXHIBITS

     Exhibit
     Number                               Description

     5                 Opinion of Morgan, Lewis & Bockius LLP (consent included
                       therein).
     10.1              ARAMARK 2001 Deferred Compensation Plan.
     23                Consent of Arthur Andersen LLP.
     24                Powers of Attorney (included on Page II-4).