===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                              ---------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                              ---------------
                      TRICON GLOBAL RESTAURANTS, INC.
          (Exact name of registrant as specified in its charter)
           North Carolina                              13-3951308
    (State or other jurisdiction                    (I.R.S. Employer
 of incorporation or organization)                Identification No.)
                            1441 Gardiner Lane
                        Louisville, Kentucky  40213
       (Address of Principal Executive Offices, including Zip Code)
                              ---------------
         TRICON GLOBAL RESTAURANTS, INC. LONG TERM INCENTIVE PLAN
                         (Full title of the plan)
                              ---------------
                        Christian L. Campbell, Esq.
           Senior Vice President, General Counsel and Secretary
                      Tricon Global Restaurants, Inc.
                            1441 Gardiner Lane
                        Louisville, Kentucky 40213
                  (Name and address of agent for service)
                              ---------------
                              (502) 874-8300
       (Telephone number, including area code, of agent for service)
                              ---------------
                      CALCULATION OF REGISTRATION FEE
===========================================================================
                                         Proposed     Proposed
                                         maximum      maximum
        Title of             Amount      offering    aggregate   Amount of
     securities to           to be      price per     offering  registration
     be registered         registered    share(1)     price(1)      fee
     -------------         ----------    --------     --------  ------------
Common Stock, no par
  value................... 7,600,000    $26.71875   $203,062,500  $53,609
                             shares
Preferred Stock Purchase
  Rights (2)..............    None         None         None        None
===========================================================================

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1), based upon the average of the high and low
     prices of the Common Stock as reported on The New York Stock Exchange
     Composite Tape on March 7, 2000.
(2)  Any value attributable to the Preferred Stock Purchase Rights is
     reflected in the value of the Common Stock.  Because no separate
     consideration is paid for the Preferred Stock Purchase Rights, the
     registration fee for such securities is included in the fee for the
     Common Stock.

===========================================================================
<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Tricon
Global Restaurants, Inc. (the "Registrant") with the Securities
and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated in
this registration statement by reference and made a part hereof:

     1.   The Registrant's annual report on Form 10-K for the
fiscal year ended December 25, 1999, filed on March 6, 2000.

     2.   The Registrant's current reports on Form 8-K filed on
February 1 and 10, 2000.

     3.   The Registrant's registration statement on Form 10
filed on July 2, 1997, as amended on July 28, August 20, August
21, and August 27, 1997.

     4.   The Registrant's registration statement on Form 8-A
filed on July 31, 1998.

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective
date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference in this registration statement 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 this
registration statement to the extent that a statement contained
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.

          Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Christian L. Campbell, Senior Vice President, General
Counsel and Secretary of the Registrant, has rendered an opinion
stating that the shares of Tricon Common Stock registered
hereunder, when issued in accordance with the terms of the Tricon
Global Restaurants, Inc. Long Term Incentive Plan (the "Plan"),
will be legally issued, fully paid and nonassessable.  Mr.
Campbell beneficially owns 3,321 shares of Tricon Common Stock
and options to purchase an additional 219,277 shares of Tricon
Common Stock, and has the right to receive 36,337 shares of
Tricon Common Stock under the Executive Income Deferral Program.

<PAGE>

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act ("NCBCA") provide as follows:

     55-8-50  POLICY STATEMENT AND DEFINITIONS.

     (a)  It is the public policy of this State to enable
          corporations organized under this Chapter to attract
          and maintain responsible, qualified directors,
          officers, employees and agents, and, to that end, to
          permit corporations organized under this Chapter to
          allocate the risk of personal liability of directors,
          officers, employees and agents through indemnification
          and insurance as authorized in this Part.

     (b)  Definition of this Part:

          (1)  "Corporation" includes any domestic or foreign
               corporation absorbed in a merger which, if its
               separate existence had continued, would have had
               the obligation or power to indemnify its
               directors, officers, employees, or agents, so that
               a person who would have been entitled to receive
               or request indemnification from such corporation
               if its separate existence had continued shall
               stand in the same position under this Part with
               respect to the surviving corporation.

          (2)  "Director" means an individual who is or was a
               director of a corporation or an individual who,
               while a director of a corporation, is or was
               serving at the corporation's request as a
               director, officer, partner, trustee, employee, or
               agent of another foreign or domestic corporation,
               partnership, joint venture, trust, employee
               benefit plan, or other enterprise.  A Director is
               considered to be serving an employee benefit plan
               at the corporation's request if his duties to the
               corporation also impose duties on, or otherwise
               involves services by, him to the plan or to
               participants in or beneficiaries of the plan.
               "Director" includes, unless the context requires
               otherwise, the estate or personal representative
               of a director.

          (3)  "Expenses" means expenses of every kind incurred
               in defending a proceeding, including counsel fees.

          (4)  "Liability" means the obligation to pay a
               judgment, settlement, penalty, fine (including an
               excise tax assessed with respect to an employee
               benefit plan), or reasonable expenses incurred
               with respect to a proceeding.

          (4a) "Officer", "employee", or "agent" includes, unless
               the context requires otherwise, the estate or
               personal representative of a person who acted in
               that capacity.

          (5)  "Official capacity" means:  (i) when used with
               respect to a director, the office of a director in
               a corporation; and (ii) when used with respect to


<PAGE>

               an individual other than a director, as
               contemplated in G.S. 55-8-56, the office in a
               corporation held by the officer or the employment
               or agency relationship undertaken by the employee
               or agent on behalf of the corporation.  "Official
               capacity" does not include service for any other
               foreign or domestic corporation or any
               partnership, joint venture, trust, employee
               benefit plan, or other enterprise.

          (6)  "Party" includes an individual who was, is, or is
               threatened to be made a named defendant or
               respondent in a proceeding.

          (7)  "Proceeding" means any threatened, pending, or
               completed action, suit, or proceeding, whether
               civil, criminal, administrative, or investigative
               and whether formal or informal.

     55-8-51  AUTHORITY TO INDEMNIFY.

     (a)  Except as provided in subsection (d), a corporation may
          indemnify an individual made a party to a proceeding
          because he is or was a director against liability
          incurred in the proceeding if:

          (1)  He conducted himself in good faith; and

          (2)  He reasonably believed (i) in the case of conduct
               in his official capacity with the corporation,
               that his conduct was in its best interests; and
               (ii) in all other cases, that his conduct was at
               least not opposed to its best interest; and

          (3)  In the case of any criminal proceeding, he had no
               reasonable cause to believe his conduct was
               unlawful.

     (b)  A director's conduct with respect to an employee
          benefit plan for a purpose he reasonably believed to be
          in the interests of the participants in and
          beneficiaries of the plan is conduct that satisfied the
          requirement of subsection (a)(2)(ii).

     (c)  The termination of a proceeding by judgment, order,
          settlement, conviction, or upon a plea of no contest or
          its equivalent is not, of itself, determinative that
          the director did not meet the standard of conduct
          described in this section.

     (d)  A corporation may not indemnify a director under this
          section:

          (1)  In connection with a proceeding by or in the right
               of the corporation in which the director was
               adjudged liable to the corporation; or

          (2)  In connection with any other proceeding charging
               improper personal benefit to him, whether or not
               involving action in his official capacity, in
               which he was adjudged liable on the basis that
               personal benefit was improperly received by him.

<PAGE>

     (e)  Indemnification permitted under this section in
          connection with a proceeding by or in the right of the
          corporation that is concluded without a final
          adjudication on the issue of liability is limited to
          reasonable expenses incurred in connection with the
          proceeding.

     (f)  The authorization, approval or favorable recommendation
          by the board of directors of a corporation of
          indemnification, as permitted by this section, shall
          not be deemed an act or corporate transaction in which
          a director has a conflict of interest, and no such
          indemnification shall be void or voidable on such
          ground.

     55-8-52  MANDATORY INDEMNIFICATION.

     Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in
connection with the proceeding.

     55-8-53  ADVANCE FOR EXPENSES.

     Expenses incurred by a director in defending a proceeding
may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of
directors in the specific case or as authorized or required under
any provision in the articles of incorporation or bylaws or by
any applicable resolution or contract upon receipt of an
undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation against such expenses.

     55-8-54  COURT-ORDERED INDEMNIFICATION.

     Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction.  On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:

          (1)  The director is entitled to mandatory
               indemnification under G.S. 55-8-52, in which case
               the court shall also order the corporation to pay
               the director's reasonable expenses incurred to
               obtain court ordered indemnification; or

          (2)  The director is fairly and reasonably entitled to
               indemnification in view of all the relevant
               circumstances, whether or not he met the standard
               of conduct set forth in G.S. 55-8-51 or was
               adjudged liable as described in G.S. 55-8-51(d),
               but if he was adjudged so liable his
               indemnification is limited to reasonable expenses
               incurred.

<PAGE>

     55-8-55  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a)  A corporation may not indemnify a director under G.S.
          55-8-51 unless authorized in the specific case after a
          determination has been made that indemnification of the
          director is permissible in the circumstances because he
          has met the standard of conduct set forth in G.S. 55-8-
          51.

     (b)  The determination shall be made:

          (1)  By the board of directors by majority vote of a
               quorum consisting of directors not at the time
               parties to the proceeding;

          (2)  If a quorum cannot be obtained under subdivision
               (1), by majority vote of a committee duly
               designated by the board of directors (in which
               designation directors who are parties may
               participate), consisting solely of two or more
               directors not at the time parties to the
               proceeding;

          (3)  By special legal counsel (i) selected by the board
               of directors or its committee in the manner
               prescribed in subdivision (1) or (2); or (ii) if a
               quorum of the board of directors cannot be
               obtained under subdivision (1) and a committee
               cannot be designated under subdivision (2),
               selected by majority vote of the full board of
               directors (in which selected directors who are
               parties may participate); or

          (4)  By the shareholders, but shares owned by or voted
               under the control of directors who are at the time
               parties to the proceeding may not be voted on the
               determination.

     (c)  Authorization of indemnification and evaluation as to
          reasonableness of expenses shall be made in the same
          manner as the determination that indemnification is
          permissible, except that if the determination is made
          by special legal counsel, authorization of
          indemnification and evaluation as to reasonableness of
          expenses shall be made by those entitled under
          subsection (b)(3) to select counsel.

     55-8-56  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.

     Unless a corporation's articles of incorporation provide
          otherwise:

          (1)  An officer of the corporation is entitled to
               mandatory indemnification under G.S. 55-8-52, and
               is entitled to apply for court-ordered
               indemnification under G.S. 55-8-54, in each case
               to the same extent as a director;

          (2)  The corporation may indemnify and advance expenses
               under this Part to an officer, employee, or agent
               of the corporation to the same extent as to a
               director; and

<PAGE>

          (3)  A corporation may also indemnify and advance
               expenses to an officer, employee, or agent who is
               not a director to the extent, consistent with
               public policy, that may be provided by its
               articles of incorporation, bylaws, general or
               specific action of its board of directors, or
               contract.

     55-8-57  ADDITIONAL INDEMNIFICATION AND INSURANCE.

     (a)  In addition to and separate and apart from the
          indemnification provided for in G.S. 55-8-51, 55-8-52,
          55-8-54, 55-8-55, and 55-8-56, a corporation may in its
          articles of incorporation or bylaws or by contract or
          resolution indemnify or agree to indemnify any one or
          more of its directors, officers, employees, or agents
          against liability and expenses in any proceeding
          (including without limitation a proceeding brought by
          or on behalf of the corporation itself) arising out of
          their status as such or their activities in any of the
          foregoing capacities; provided, however, that a
          corporation may not indemnify or agree to indemnify a
          person against liability or expenses he may incur on
          account of his activities which were at the time taken
          known or believed by him to be clearly in conflict with
          the best interests of the corporation.  A corporation
          may likewise and to the same extent indemnify or agree
          to indemnify any person who, at the request of the
          corporation, is or was serving as a director, officer,
          partner, trustee, employee, or agent of another foreign
          or domestic corporation, partnership, joint venture,
          trust or other enterprise or as a trustee or
          administrator under an employee benefit plan.  Any
          provisions in any articles of incorporation, bylaw,
          contract or resolution permitted under this section may
          include provisions for recovery from the corporation of
          reasonable costs, expenses, and attorneys' fees in
          connection with the enforcement of rights to
          indemnification granted therein and may further include
          provisions establishing reasonable procedures for
          determining and enforcing the rights granted therein.

     (b)  The authorization, adoption, approval, or favorable
          recommendation by the board of directors of a public
          corporation of any provision in any articles of
          incorporation, bylaw, contract or resolution, as
          permitted in this section, shall not be deemed an act
          or corporate transaction in which a director has a
          conflict of interest, and no such articles of
          incorporation or bylaw provision or contract or
          resolution shall be void or voidable on such grounds.
          The authorization, adoption, approval, or favorable
          recommendation by the board of directors of a nonpublic
          corporation of any provision in any articles of
          incorporation, bylaw, contract or resolution, as
          permitted in this section, which occurred prior to July
          1, 1990, shall not be deemed an act or corporate
          transaction in which a director has a conflict of
          interest, and no such articles of incorporation, bylaw
          provision, contract or resolution shall be void or
          voidable on such grounds.  Except as permitted in G.S.
          55-8-31, no such bylaw, contract, or resolution not
          adopted, authorized, approved or ratified by
          shareholders shall be effective as to claims made or
          liabilities asserted against any director prior to its
          adoption, authorization, or approval by the board of
          directors.

<PAGE>

     (c)  A corporation may purchase and maintain insurance on
          behalf of an individual who is or was a director,
          officer, employee, or agent of the corporation or who,
          while a director, officer, employee, or agent of the
          corporation, is or was serving at the request of the
          corporation as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic
          corporation, partnership, joint venture, trust,
          employee benefit plan, or other enterprise, against
          liability asserted against or incurred by him in that
          capacity or arising from his status as a director,
          officer, employee, or agent, whether or not the
          corporation would have power to indemnify him against
          the same liability under any provision of this act.

     55-8-58  APPLICATION OF PART.

     (a)  If articles of incorporation limit indemnification or
          advance for expenses, indemnification and advance for
          expenses are valid only to the extent consistent with
          the articles.

     (b)  This Part does not limit a corporation's power to pay
          or reimburse expenses incurred by a director in
          connection with his appearance as a witness in a
          proceeding at a time when he has not been made a named
          defendant or respondent to the proceeding.

     (c)  This Part shall not affect rights or liabilities
          arising out of acts or omissions occurring before the
          effective date of this act.

     Article Sixth of the Registrant's Restated Articles of
Incorporation (the "Charter") provides that the Registrant shall,
to the fullest extent permitted by law, indemnify its directors
and officers against all liabilities and expenses (including
attorney's fees) in any suit or proceedings, whether civil,
criminal, administrative or investigative, and whether or not
brought by or on behalf of the Registrant, including all appeals
therefrom, arising out of their status as such or their
activities in any of the foregoing capacities, unless the
activities of the person to be indemnified were at the time taken
known or believed by such director or officer to be clearly in
conflict with the best interests of the Registrant.  The Charter
also provides that the Registrant shall indemnify any person who,
at the request of the Registrant, is or was serving as a
director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or as trustee or administrator under
any employee benefit plan.  Indemnification provided under the
Charter shall in each case include advances of a director's or
officer's expenses prior to final disposition of such proceeding
upon receipt of an undertaking to repay such amount unless it
shall ultimately be determined that he or she is entitled to be
indemnified.  The foregoing rights of indemnification under the
Charter are not exclusive of any other rights to which those
seeking indemnification may be entitled and shall not be limited
by the provisions of Sections 55-8-50 through 55-8-58 of the
NCBCA or any successor statute.

     Officers and directors of the Registrant are presently
covered by insurance which (with certain exceptions and within
certain limitations) indemnifies them against any losses arising
from any alleged wrongful act including any alleged error or
misstatement or misleading statement or wrongful act or omission
or neglect of duty.

<PAGE>

     The Registrant has entered into indemnity agreements with
each of its directors.  The indemnity agreements generally
indemnify such persons against liabilities arising out of their
service in their capacities as directors, officers, employees or
agents of the Registrant.  The Registrant may from time to time
enter into indemnity agreements with additional individuals who
become officers and/or directors of the Registrant.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.        EXHIBITS.

     The following exhibits are filed as part of this
registration statement:

Exhibit
Number         Description of Exhibits
-------        -----------------------

4.1       -    Restated Articles of Incorporation of the
                  Registrant (incorporated herein by reference to
                  Exhibit 3.1 filed with the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended
                  December 26, 1998, as amended by Amendment
                  Number 1 thereto on Form 10-K/A filed on March
                  24, 1999 (File No. 1-13163), filed under the
                  Securities Exchange Act of 1934)

4.2       -    Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 filed with
                  the Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 26, 1998, as
                  amended by Amendment Number 1 thereto on Form
                  10-K/A filed on March 24, 1999 (File No. 1-
                  13163), filed under the Securities Exchange Act
                  of 1934)

4.3       -    Rights Agreement, dated as of July 21,
                  1998, between the Registrant and BankBoston,
                  N.A., as Rights Agent (incorporated herein by
                  reference to Exhibit 4.01 filed with the
                  Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended June 13, 1998)

5.1       -    Opinion and consent of Christian L.
                  Campbell, Senior Vice President, General
                  Counsel and Secretary of the Registrant

23.1      -    Consent of Christian L. Campbell, Senior
                  Vice President, General Counsel and Secretary
                  of the Registrant (included in Exhibit 5.1)

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney

ITEM 9.        UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

<PAGE>

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

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

          (b)  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; and

          (c)  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 the undertakings set forth in paragraphs
(a) and (b) 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 Registrant pursuant to
Section 13 or 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 herein, 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.

     (4)  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 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.

     Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant, 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.


<PAGE>
                           SIGNATURES

     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 Louisville, Commonwealth of Kentucky, on the 6th day
of March, 2000.

                              TRICON GLOBAL RESTAURANTS, INC.



                              By: /s/ Christian L. Campbell
                                 -------------------------------
                                   Christian L. Campbell
                                   Senior Vice President,
                                   General Counsel and Secretary

     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 date indicated.

          Signature                Title                 Date
          ---------                -----                 ----

                         *
Andrall E. Pearson            Chairman of the Board    March 6, 2000
--------------------------
Andrall E. Pearson

                         *
David C. Novak                Chief Executive Officer  March 6, 2000
--------------------------
David C. Novak                  (Principal Executive
                                Officer)

                         *
David Deno                    Chief Financial Officer  March 6, 2000
--------------------------
David Deno                      (Principal Financial
                                Officer)

                         *
Robert L. Carleton            Senior Vice President    March 6, 2000
--------------------------
Robert L. Carleton              and Controller (Principal
                                Accounting Officer)

                         *
D. Ronald Daniel              Director                 March 6, 2000
--------------------------
D. Ronald Daniel
                         *
James Dimon                   Director                 March 6, 2000
--------------------------
James Dimon
                         *
Massimo Ferragamo             Director                 March 6, 2000
--------------------------
Massimo Ferragamo


<PAGE>


          Signature                Title                 Date
          ---------                -----                 ----

                         *
Robert Holland, Jr.           Director               March 6, 2000
--------------------------
Robert Holland, Jr.

                         *
Sidney Kohl                   Director               March 6, 2000
--------------------------
Sidney Kohl

                         *
Kenneth G. Langone            Director               March 6, 2000
--------------------------
Kenneth G. Langone

                         *
Jackie Trujillo               Director               March 6, 2000
--------------------------
Jackie Trujillo

                         *
Robert J. Ulrich              Director               March 6, 2000
--------------------------
Robert J. Ulrich

                         *
Jeanette S. Wagner            Director               March 6, 2000
--------------------------
Jeanette S. Wagner

                         *
John L. Weinberg              Director               March 6, 2000
--------------------------
John L. Weinberg

*By:    /s/ John P. Daly
    ----------------------
     John P. Daly
     Attorney-in-Fact

<PAGE>

                        INDEX TO EXHIBITS

Exhibit
Number         Description of Exhibits
-------        -----------------------

4.1       -    Restated Articles of Incorporation of the
                  Registrant (incorporated herein by reference to
                  Exhibit 3.1 filed with the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended
                  December 26, 1998, as amended by Amendment
                  Number 1 thereto on Form 10-K/A filed on March
                  24, 1999 (File No. 1-13163), filed under the
                  Securities Exchange Act of 1934)

4.2       -    Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 filed with
                  the Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 26, 1998, as
                  amended by Amendment Number 1 thereto on Form
                  10-K/A filed on March 24, 1999 (File No. 1-
                  13163), filed under the Securities Exchange Act
                  of 1934)

4.3       -    Rights Agreement, dated as of July 21,
                  1998, between the Registrant and BankBoston,
                  N.A., as Rights Agent (incorporated herein by
                  reference to Exhibit 4.01 filed with the
                  Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended June 13, 1998)

5.1       -    Opinion and consent of Christian L.
                  Campbell, Senior Vice President, General
                  Counsel and Secretary of the Registrant

23.1      -    Consent of Christian L. Campbell, Senior
                  Vice President, General Counsel and Secretary
                  of the Registrant (included in Exhibit 5.1)

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney


<PAGE>



                                                      EXHIBIT 5.1


Tricon Global Restaurants, Inc.
1900 Colonel Sanders Lane
Louisville, Kentucky  40232-4550


                                                    March 9, 2000

Ladies and Gentlemen:

     As Senior Vice President, General Counsel and Secretary of
Tricon Global Restaurants, Inc. ("Tricon"), I have acted as
counsel to Tricon in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed today with
the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the
"Act"), of 7,600,000 shares of Tricon Common Stock pursuant to
the Tricon Global Restaurants, Inc. Long Term Incentive Plan (the
"Plan").

     In connection with the opinion set forth below, I have
examined such records and documents and have made such
investigations of law and fact as I have deemed necessary.

     Based upon the foregoing, it is my opinion that the shares
being registered pursuant to the Registration Statement to which
this opinion is an exhibit, when issued and sold in accordance
with the terms of the Plan, will be legally issued, fully paid
and nonassessable.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of my name in the
Registration Statement.  In giving this consent, I do not admit
that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

                              Very truly yours,



                              /s/ Christian L. Campbell
                              -----------------------------------
                              Christian L. Campbell
                              Senior Vice President, General
                              Counsel and Secretary


<PAGE>

                                                     EXHIBIT 23.2


                 CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Tricon Global Restaurants, Inc.:

We consent to the use of our audit reports incorporated herein by
reference and to the reference to our firm in the Registration
Statement on Form S-8 pertaining to the Tricon Global
Restaurants, Inc. Long Term Incentive Plan.


/s/ KPMG LLP

Louisville, Kentucky
March 6, 2000

<PAGE>

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, on this 27th day of January,
2000, the undersigned directors and officers of Tricon Global
Restaurants, Inc. (the "Company") each constitutes and appoints
Christian L. Campbell and John P. Daly, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of the Company relating to the
Company's issuance and sale from time to time of up to 7,600,000
shares of its Common Stock, no par value per share, pursuant to
the Tricon Global Restaurants, Inc. Long Term Incentive Plan, and
any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents.


                              /s/ Andrall E. Pearson
                              -----------------------------------
                              Andrall E. Pearson
                              Chairman of the Board


                              /s/ David C. Novak
                              -----------------------------------
                              David C. Novak
                              Chief Executive Officer
                               (Principal Executive Officer)


                              /s/ David Deno
                              -----------------------------------
                              David Deno
                              Chief Financial Officer
                               (Principal Financial Officer)


                              /s/ Robert L. Carleton
                              -----------------------------------
                              Robert L. Carleton
                              Senior Vice President and
                               Controller (Principal
                               Accounting Officer)



                              /s/ D. Ronald Daniel
                              -----------------------------------
                              D. Ronald Daniel


                              /s/ James Dimon
                              -----------------------------------
                              James Dimon


                              /s/ Massimo Ferragamo
                              -----------------------------------
                              Massimo Ferragamo


                              /s/ Robert Holland, Jr.
                              -----------------------------------
                              Robert Holland, Jr.


                              /s/ Sidney Kohl
                              -----------------------------------
                              Sidney Kohl


                              /s/ Kenneth G. Langone
                              -----------------------------------
                              Kenneth G. Langone


                              /s/ Jackie Trujillo
                              -----------------------------------
                              Jackie Trujillo


                              /s/ Robert J. Ulrich
                              -----------------------------------
                              Robert J. Ulrich


                              /s/ Jeanette S. Wagner
                              -----------------------------------
                              Jeanette S. Wagner


                              /s/ John L. Weinberg
                              -----------------------------------
                              John L. Weinberg
[{"type": "S-8", "sequence": "1", "description": "TGR LONG TERM INCENTIVE PLAN S-8", "secsgml_size_bytes": 43009}]
{"company-data": {"conformed-name": "TRICON GLOBAL RESTAURANTS INC", "cik": "0001041061", "assigned-sic": "5812", "irs-number": "133951308", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32052", "film-number": "564647"}, "business-address": {"street1": "1441 GARDINER LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40213", "phone": "5028748300"}, "mail-address": {"street1": "1441 GARDINER LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40213"}, "former-company": {"former-conformed-name": "GREAT AMERICAN RESTAURANT CO", "date-changed": "19970618"}}
===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                              ---------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                              ---------------
                      TRICON GLOBAL RESTAURANTS, INC.
          (Exact name of registrant as specified in its charter)
           North Carolina                              13-3951308
    (State or other jurisdiction                    (I.R.S. Employer
 of incorporation or organization)                Identification No.)
                            1441 Gardiner Lane
                        Louisville, Kentucky  40213
       (Address of Principal Executive Offices, including Zip Code)
                              ---------------
         TRICON GLOBAL RESTAURANTS, INC. LONG TERM INCENTIVE PLAN
                         (Full title of the plan)
                              ---------------
                        Christian L. Campbell, Esq.
           Senior Vice President, General Counsel and Secretary
                      Tricon Global Restaurants, Inc.
                            1441 Gardiner Lane
                        Louisville, Kentucky 40213
                  (Name and address of agent for service)
                              ---------------
                              (502) 874-8300
       (Telephone number, including area code, of agent for service)
                              ---------------
                      CALCULATION OF REGISTRATION FEE
===========================================================================
                                         Proposed     Proposed
                                         maximum      maximum
        Title of             Amount      offering    aggregate   Amount of
     securities to           to be      price per     offering  registration
     be registered         registered    share(1)     price(1)      fee
     -------------         ----------    --------     --------  ------------
Common Stock, no par
  value................... 7,600,000    $26.71875   $203,062,500  $53,609
                             shares
Preferred Stock Purchase
  Rights (2)..............    None         None         None        None
===========================================================================

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1), based upon the average of the high and low
     prices of the Common Stock as reported on The New York Stock Exchange
     Composite Tape on March 7, 2000.
(2)  Any value attributable to the Preferred Stock Purchase Rights is
     reflected in the value of the Common Stock.  Because no separate
     consideration is paid for the Preferred Stock Purchase Rights, the
     registration fee for such securities is included in the fee for the
     Common Stock.

===========================================================================
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Tricon
Global Restaurants, Inc. (the "Registrant") with the Securities
and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated in
this registration statement by reference and made a part hereof:

     1.   The Registrant's annual report on Form 10-K for the
fiscal year ended December 25, 1999, filed on March 6, 2000.

     2.   The Registrant's current reports on Form 8-K filed on
February 1 and 10, 2000.

     3.   The Registrant's registration statement on Form 10
filed on July 2, 1997, as amended on July 28, August 20, August
21, and August 27, 1997.

     4.   The Registrant's registration statement on Form 8-A
filed on July 31, 1998.

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective
date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference in this registration statement 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 this
registration statement to the extent that a statement contained
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.

          Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Christian L. Campbell, Senior Vice President, General
Counsel and Secretary of the Registrant, has rendered an opinion
stating that the shares of Tricon Common Stock registered
hereunder, when issued in accordance with the terms of the Tricon
Global Restaurants, Inc. Long Term Incentive Plan (the "Plan"),
will be legally issued, fully paid and nonassessable.  Mr.
Campbell beneficially owns 3,321 shares of Tricon Common Stock
and options to purchase an additional 219,277 shares of Tricon
Common Stock, and has the right to receive 36,337 shares of
Tricon Common Stock under the Executive Income Deferral Program.
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act ("NCBCA") provide as follows:

     55-8-50  POLICY STATEMENT AND DEFINITIONS.

     (a)  It is the public policy of this State to enable
          corporations organized under this Chapter to attract
          and maintain responsible, qualified directors,
          officers, employees and agents, and, to that end, to
          permit corporations organized under this Chapter to
          allocate the risk of personal liability of directors,
          officers, employees and agents through indemnification
          and insurance as authorized in this Part.

     (b)  Definition of this Part:

          (1)  "Corporation" includes any domestic or foreign
               corporation absorbed in a merger which, if its
               separate existence had continued, would have had
               the obligation or power to indemnify its
               directors, officers, employees, or agents, so that
               a person who would have been entitled to receive
               or request indemnification from such corporation
               if its separate existence had continued shall
               stand in the same position under this Part with
               respect to the surviving corporation.

          (2)  "Director" means an individual who is or was a
               director of a corporation or an individual who,
               while a director of a corporation, is or was
               serving at the corporation's request as a
               director, officer, partner, trustee, employee, or
               agent of another foreign or domestic corporation,
               partnership, joint venture, trust, employee
               benefit plan, or other enterprise.  A Director is
               considered to be serving an employee benefit plan
               at the corporation's request if his duties to the
               corporation also impose duties on, or otherwise
               involves services by, him to the plan or to
               participants in or beneficiaries of the plan.
               "Director" includes, unless the context requires
               otherwise, the estate or personal representative
               of a director.

          (3)  "Expenses" means expenses of every kind incurred
               in defending a proceeding, including counsel fees.

          (4)  "Liability" means the obligation to pay a
               judgment, settlement, penalty, fine (including an
               excise tax assessed with respect to an employee
               benefit plan), or reasonable expenses incurred
               with respect to a proceeding.

          (4a) "Officer", "employee", or "agent" includes, unless
               the context requires otherwise, the estate or
               personal representative of a person who acted in
               that capacity.

          (5)  "Official capacity" means:  (i) when used with
               respect to a director, the office of a director in
               a corporation; and (ii) when used with respect to
an individual other than a director, as
               contemplated in G.S. 55-8-56, the office in a
               corporation held by the officer or the employment
               or agency relationship undertaken by the employee
               or agent on behalf of the corporation.  "Official
               capacity" does not include service for any other
               foreign or domestic corporation or any
               partnership, joint venture, trust, employee
               benefit plan, or other enterprise.

          (6)  "Party" includes an individual who was, is, or is
               threatened to be made a named defendant or
               respondent in a proceeding.

          (7)  "Proceeding" means any threatened, pending, or
               completed action, suit, or proceeding, whether
               civil, criminal, administrative, or investigative
               and whether formal or informal.

     55-8-51  AUTHORITY TO INDEMNIFY.

     (a)  Except as provided in subsection (d), a corporation may
          indemnify an individual made a party to a proceeding
          because he is or was a director against liability
          incurred in the proceeding if:

          (1)  He conducted himself in good faith; and

          (2)  He reasonably believed (i) in the case of conduct
               in his official capacity with the corporation,
               that his conduct was in its best interests; and
               (ii) in all other cases, that his conduct was at
               least not opposed to its best interest; and

          (3)  In the case of any criminal proceeding, he had no
               reasonable cause to believe his conduct was
               unlawful.

     (b)  A director's conduct with respect to an employee
          benefit plan for a purpose he reasonably believed to be
          in the interests of the participants in and
          beneficiaries of the plan is conduct that satisfied the
          requirement of subsection (a)(2)(ii).

     (c)  The termination of a proceeding by judgment, order,
          settlement, conviction, or upon a plea of no contest or
          its equivalent is not, of itself, determinative that
          the director did not meet the standard of conduct
          described in this section.

     (d)  A corporation may not indemnify a director under this
          section:

          (1)  In connection with a proceeding by or in the right
               of the corporation in which the director was
               adjudged liable to the corporation; or

          (2)  In connection with any other proceeding charging
               improper personal benefit to him, whether or not
               involving action in his official capacity, in
               which he was adjudged liable on the basis that
               personal benefit was improperly received by him.
(e)  Indemnification permitted under this section in
          connection with a proceeding by or in the right of the
          corporation that is concluded without a final
          adjudication on the issue of liability is limited to
          reasonable expenses incurred in connection with the
          proceeding.

     (f)  The authorization, approval or favorable recommendation
          by the board of directors of a corporation of
          indemnification, as permitted by this section, shall
          not be deemed an act or corporate transaction in which
          a director has a conflict of interest, and no such
          indemnification shall be void or voidable on such
          ground.

     55-8-52  MANDATORY INDEMNIFICATION.

     Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in
connection with the proceeding.

     55-8-53  ADVANCE FOR EXPENSES.

     Expenses incurred by a director in defending a proceeding
may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of
directors in the specific case or as authorized or required under
any provision in the articles of incorporation or bylaws or by
any applicable resolution or contract upon receipt of an
undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation against such expenses.

     55-8-54  COURT-ORDERED INDEMNIFICATION.

     Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction.  On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:

          (1)  The director is entitled to mandatory
               indemnification under G.S. 55-8-52, in which case
               the court shall also order the corporation to pay
               the director's reasonable expenses incurred to
               obtain court ordered indemnification; or

          (2)  The director is fairly and reasonably entitled to
               indemnification in view of all the relevant
               circumstances, whether or not he met the standard
               of conduct set forth in G.S. 55-8-51 or was
               adjudged liable as described in G.S. 55-8-51(d),
               but if he was adjudged so liable his
               indemnification is limited to reasonable expenses
               incurred.
55-8-55  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a)  A corporation may not indemnify a director under G.S.
          55-8-51 unless authorized in the specific case after a
          determination has been made that indemnification of the
          director is permissible in the circumstances because he
          has met the standard of conduct set forth in G.S. 55-8-
          51.

     (b)  The determination shall be made:

          (1)  By the board of directors by majority vote of a
               quorum consisting of directors not at the time
               parties to the proceeding;

          (2)  If a quorum cannot be obtained under subdivision
               (1), by majority vote of a committee duly
               designated by the board of directors (in which
               designation directors who are parties may
               participate), consisting solely of two or more
               directors not at the time parties to the
               proceeding;

          (3)  By special legal counsel (i) selected by the board
               of directors or its committee in the manner
               prescribed in subdivision (1) or (2); or (ii) if a
               quorum of the board of directors cannot be
               obtained under subdivision (1) and a committee
               cannot be designated under subdivision (2),
               selected by majority vote of the full board of
               directors (in which selected directors who are
               parties may participate); or

          (4)  By the shareholders, but shares owned by or voted
               under the control of directors who are at the time
               parties to the proceeding may not be voted on the
               determination.

     (c)  Authorization of indemnification and evaluation as to
          reasonableness of expenses shall be made in the same
          manner as the determination that indemnification is
          permissible, except that if the determination is made
          by special legal counsel, authorization of
          indemnification and evaluation as to reasonableness of
          expenses shall be made by those entitled under
          subsection (b)(3) to select counsel.

     55-8-56  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.

     Unless a corporation's articles of incorporation provide
          otherwise:

          (1)  An officer of the corporation is entitled to
               mandatory indemnification under G.S. 55-8-52, and
               is entitled to apply for court-ordered
               indemnification under G.S. 55-8-54, in each case
               to the same extent as a director;

          (2)  The corporation may indemnify and advance expenses
               under this Part to an officer, employee, or agent
               of the corporation to the same extent as to a
               director; and
(3)  A corporation may also indemnify and advance
               expenses to an officer, employee, or agent who is
               not a director to the extent, consistent with
               public policy, that may be provided by its
               articles of incorporation, bylaws, general or
               specific action of its board of directors, or
               contract.

     55-8-57  ADDITIONAL INDEMNIFICATION AND INSURANCE.

     (a)  In addition to and separate and apart from the
          indemnification provided for in G.S. 55-8-51, 55-8-52,
          55-8-54, 55-8-55, and 55-8-56, a corporation may in its
          articles of incorporation or bylaws or by contract or
          resolution indemnify or agree to indemnify any one or
          more of its directors, officers, employees, or agents
          against liability and expenses in any proceeding
          (including without limitation a proceeding brought by
          or on behalf of the corporation itself) arising out of
          their status as such or their activities in any of the
          foregoing capacities; provided, however, that a
          corporation may not indemnify or agree to indemnify a
          person against liability or expenses he may incur on
          account of his activities which were at the time taken
          known or believed by him to be clearly in conflict with
          the best interests of the corporation.  A corporation
          may likewise and to the same extent indemnify or agree
          to indemnify any person who, at the request of the
          corporation, is or was serving as a director, officer,
          partner, trustee, employee, or agent of another foreign
          or domestic corporation, partnership, joint venture,
          trust or other enterprise or as a trustee or
          administrator under an employee benefit plan.  Any
          provisions in any articles of incorporation, bylaw,
          contract or resolution permitted under this section may
          include provisions for recovery from the corporation of
          reasonable costs, expenses, and attorneys' fees in
          connection with the enforcement of rights to
          indemnification granted therein and may further include
          provisions establishing reasonable procedures for
          determining and enforcing the rights granted therein.

     (b)  The authorization, adoption, approval, or favorable
          recommendation by the board of directors of a public
          corporation of any provision in any articles of
          incorporation, bylaw, contract or resolution, as
          permitted in this section, shall not be deemed an act
          or corporate transaction in which a director has a
          conflict of interest, and no such articles of
          incorporation or bylaw provision or contract or
          resolution shall be void or voidable on such grounds.
          The authorization, adoption, approval, or favorable
          recommendation by the board of directors of a nonpublic
          corporation of any provision in any articles of
          incorporation, bylaw, contract or resolution, as
          permitted in this section, which occurred prior to July
          1, 1990, shall not be deemed an act or corporate
          transaction in which a director has a conflict of
          interest, and no such articles of incorporation, bylaw
          provision, contract or resolution shall be void or
          voidable on such grounds.  Except as permitted in G.S.
          55-8-31, no such bylaw, contract, or resolution not
          adopted, authorized, approved or ratified by
          shareholders shall be effective as to claims made or
          liabilities asserted against any director prior to its
          adoption, authorization, or approval by the board of
          directors.
(c)  A corporation may purchase and maintain insurance on
          behalf of an individual who is or was a director,
          officer, employee, or agent of the corporation or who,
          while a director, officer, employee, or agent of the
          corporation, is or was serving at the request of the
          corporation as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic
          corporation, partnership, joint venture, trust,
          employee benefit plan, or other enterprise, against
          liability asserted against or incurred by him in that
          capacity or arising from his status as a director,
          officer, employee, or agent, whether or not the
          corporation would have power to indemnify him against
          the same liability under any provision of this act.

     55-8-58  APPLICATION OF PART.

     (a)  If articles of incorporation limit indemnification or
          advance for expenses, indemnification and advance for
          expenses are valid only to the extent consistent with
          the articles.

     (b)  This Part does not limit a corporation's power to pay
          or reimburse expenses incurred by a director in
          connection with his appearance as a witness in a
          proceeding at a time when he has not been made a named
          defendant or respondent to the proceeding.

     (c)  This Part shall not affect rights or liabilities
          arising out of acts or omissions occurring before the
          effective date of this act.

     Article Sixth of the Registrant's Restated Articles of
Incorporation (the "Charter") provides that the Registrant shall,
to the fullest extent permitted by law, indemnify its directors
and officers against all liabilities and expenses (including
attorney's fees) in any suit or proceedings, whether civil,
criminal, administrative or investigative, and whether or not
brought by or on behalf of the Registrant, including all appeals
therefrom, arising out of their status as such or their
activities in any of the foregoing capacities, unless the
activities of the person to be indemnified were at the time taken
known or believed by such director or officer to be clearly in
conflict with the best interests of the Registrant.  The Charter
also provides that the Registrant shall indemnify any person who,
at the request of the Registrant, is or was serving as a
director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or as trustee or administrator under
any employee benefit plan.  Indemnification provided under the
Charter shall in each case include advances of a director's or
officer's expenses prior to final disposition of such proceeding
upon receipt of an undertaking to repay such amount unless it
shall ultimately be determined that he or she is entitled to be
indemnified.  The foregoing rights of indemnification under the
Charter are not exclusive of any other rights to which those
seeking indemnification may be entitled and shall not be limited
by the provisions of Sections 55-8-50 through 55-8-58 of the
NCBCA or any successor statute.

     Officers and directors of the Registrant are presently
covered by insurance which (with certain exceptions and within
certain limitations) indemnifies them against any losses arising
from any alleged wrongful act including any alleged error or
misstatement or misleading statement or wrongful act or omission
or neglect of duty.
The Registrant has entered into indemnity agreements with
each of its directors.  The indemnity agreements generally
indemnify such persons against liabilities arising out of their
service in their capacities as directors, officers, employees or
agents of the Registrant.  The Registrant may from time to time
enter into indemnity agreements with additional individuals who
become officers and/or directors of the Registrant.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.        EXHIBITS.

     The following exhibits are filed as part of this
registration statement:

Exhibit
Number         Description of Exhibits
-------        -----------------------

4.1       -    Restated Articles of Incorporation of the
                  Registrant (incorporated herein by reference to
                  Exhibit 3.1 filed with the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended
                  December 26, 1998, as amended by Amendment
                  Number 1 thereto on Form 10-K/A filed on March
                  24, 1999 (File No. 1-13163), filed under the
                  Securities Exchange Act of 1934)

4.2       -    Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 filed with
                  the Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 26, 1998, as
                  amended by Amendment Number 1 thereto on Form
                  10-K/A filed on March 24, 1999 (File No. 1-
                  13163), filed under the Securities Exchange Act
                  of 1934)

4.3       -    Rights Agreement, dated as of July 21,
                  1998, between the Registrant and BankBoston,
                  N.A., as Rights Agent (incorporated herein by
                  reference to Exhibit 4.01 filed with the
                  Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended June 13, 1998)

5.1       -    Opinion and consent of Christian L.
                  Campbell, Senior Vice President, General
                  Counsel and Secretary of the Registrant

23.1      -    Consent of Christian L. Campbell, Senior
                  Vice President, General Counsel and Secretary
                  of the Registrant (included in Exhibit 5.1)

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney

ITEM 9.        UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

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

          (b)  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; and

          (c)  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 the undertakings set forth in paragraphs
(a) and (b) 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 Registrant pursuant to
Section 13 or 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 herein, 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.

     (4)  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 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.

     Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant, 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.
SIGNATURES

     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 Louisville, Commonwealth of Kentucky, on the 6th day
of March, 2000.

                              TRICON GLOBAL RESTAURANTS, INC.

                              By: /s/ Christian L. Campbell
                                 -------------------------------
                                   Christian L. Campbell
                                   Senior Vice President,
                                   General Counsel and Secretary

     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 date indicated.

          Signature                Title                 Date
          ---------                -----                 ----

                         *
Andrall E. Pearson            Chairman of the Board    March 6, 2000
--------------------------
Andrall E. Pearson

                         *
David C. Novak                Chief Executive Officer  March 6, 2000
--------------------------
David C. Novak                  (Principal Executive
                                Officer)

                         *
David Deno                    Chief Financial Officer  March 6, 2000
--------------------------
David Deno                      (Principal Financial
                                Officer)

                         *
Robert L. Carleton            Senior Vice President    March 6, 2000
--------------------------
Robert L. Carleton              and Controller (Principal
                                Accounting Officer)

                         *
D. Ronald Daniel              Director                 March 6, 2000
--------------------------
D. Ronald Daniel
                         *
James Dimon                   Director                 March 6, 2000
--------------------------
James Dimon
                         *
Massimo Ferragamo             Director                 March 6, 2000
--------------------------
Massimo Ferragamo
Signature                Title                 Date
          ---------                -----                 ----

                         *
Robert Holland, Jr.           Director               March 6, 2000
--------------------------
Robert Holland, Jr.

                         *
Sidney Kohl                   Director               March 6, 2000
--------------------------
Sidney Kohl

                         *
Kenneth G. Langone            Director               March 6, 2000
--------------------------
Kenneth G. Langone

                         *
Jackie Trujillo               Director               March 6, 2000
--------------------------
Jackie Trujillo

                         *
Robert J. Ulrich              Director               March 6, 2000
--------------------------
Robert J. Ulrich

                         *
Jeanette S. Wagner            Director               March 6, 2000
--------------------------
Jeanette S. Wagner

                         *
John L. Weinberg              Director               March 6, 2000
--------------------------
John L. Weinberg

*By:    /s/ John P. Daly
    ----------------------
     John P. Daly
     Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit
Number         Description of Exhibits
-------        -----------------------

4.1       -    Restated Articles of Incorporation of the
                  Registrant (incorporated herein by reference to
                  Exhibit 3.1 filed with the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended
                  December 26, 1998, as amended by Amendment
                  Number 1 thereto on Form 10-K/A filed on March
                  24, 1999 (File No. 1-13163), filed under the
                  Securities Exchange Act of 1934)

4.2       -    Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 filed with
                  the Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 26, 1998, as
                  amended by Amendment Number 1 thereto on Form
                  10-K/A filed on March 24, 1999 (File No. 1-
                  13163), filed under the Securities Exchange Act
                  of 1934)

4.3       -    Rights Agreement, dated as of July 21,
                  1998, between the Registrant and BankBoston,
                  N.A., as Rights Agent (incorporated herein by
                  reference to Exhibit 4.01 filed with the
                  Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended June 13, 1998)

5.1       -    Opinion and consent of Christian L.
                  Campbell, Senior Vice President, General
                  Counsel and Secretary of the Registrant

23.1      -    Consent of Christian L. Campbell, Senior
                  Vice President, General Counsel and Secretary
                  of the Registrant (included in Exhibit 5.1)

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney
EXHIBIT 5.1

Tricon Global Restaurants, Inc.
1900 Colonel Sanders Lane
Louisville, Kentucky  40232-4550

                                                    March 9, 2000

Ladies and Gentlemen:

     As Senior Vice President, General Counsel and Secretary of
Tricon Global Restaurants, Inc. ("Tricon"), I have acted as
counsel to Tricon in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed today with
the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the
"Act"), of 7,600,000 shares of Tricon Common Stock pursuant to
the Tricon Global Restaurants, Inc. Long Term Incentive Plan (the
"Plan").

     In connection with the opinion set forth below, I have
examined such records and documents and have made such
investigations of law and fact as I have deemed necessary.

     Based upon the foregoing, it is my opinion that the shares
being registered pursuant to the Registration Statement to which
this opinion is an exhibit, when issued and sold in accordance
with the terms of the Plan, will be legally issued, fully paid
and nonassessable.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of my name in the
Registration Statement.  In giving this consent, I do not admit
that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

                              Very truly yours,

                              /s/ Christian L. Campbell
                              -----------------------------------
                              Christian L. Campbell
                              Senior Vice President, General
                              Counsel and Secretary
EXHIBIT 23.2

                 CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Tricon Global Restaurants, Inc.:

We consent to the use of our audit reports incorporated herein by
reference and to the reference to our firm in the Registration
Statement on Form S-8 pertaining to the Tricon Global
Restaurants, Inc. Long Term Incentive Plan.

/s/ KPMG LLP

Louisville, Kentucky
March 6, 2000
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, on this 27th day of January,
2000, the undersigned directors and officers of Tricon Global
Restaurants, Inc. (the "Company") each constitutes and appoints
Christian L. Campbell and John P. Daly, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of the Company relating to the
Company's issuance and sale from time to time of up to 7,600,000
shares of its Common Stock, no par value per share, pursuant to
the Tricon Global Restaurants, Inc. Long Term Incentive Plan, and
any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents.

                              /s/ Andrall E. Pearson
                              -----------------------------------
                              Andrall E. Pearson
                              Chairman of the Board

                              /s/ David C. Novak
                              -----------------------------------
                              David C. Novak
                              Chief Executive Officer
                               (Principal Executive Officer)

                              /s/ David Deno
                              -----------------------------------
                              David Deno
                              Chief Financial Officer
                               (Principal Financial Officer)

                              /s/ Robert L. Carleton
                              -----------------------------------
                              Robert L. Carleton
                              Senior Vice President and
                               Controller (Principal
                               Accounting Officer)

                              /s/ D. Ronald Daniel
                              -----------------------------------
                              D. Ronald Daniel

                              /s/ James Dimon
                              -----------------------------------
                              James Dimon

                              /s/ Massimo Ferragamo
                              -----------------------------------
                              Massimo Ferragamo

                              /s/ Robert Holland, Jr.
                              -----------------------------------
                              Robert Holland, Jr.

                              /s/ Sidney Kohl
                              -----------------------------------
                              Sidney Kohl

                              /s/ Kenneth G. Langone
                              -----------------------------------
                              Kenneth G. Langone

                              /s/ Jackie Trujillo
                              -----------------------------------
                              Jackie Trujillo

                              /s/ Robert J. Ulrich
                              -----------------------------------
                              Robert J. Ulrich

                              /s/ Jeanette S. Wagner
                              -----------------------------------
                              Jeanette S. Wagner

                              /s/ John L. Weinberg
                              -----------------------------------
                              John L. Weinberg