Registration No. 33-        

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               __________________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                _________________

               The Seagram Company Ltd.--La Compagnie Seagram Ltee
             (Exact name of Registrant as specified in its charter)

                Canada                              None
   (State or other jurisdiction of            (I.R.S. Employer
    incorporation or organization)         Identification Number)
                                1430 Peel Street
                        Montreal, Quebec, Canada H3A 1S9
    (Address, including zip code, of Registrant's principal executive office)

               The Seagram Company Ltd. 1996 Stock Incentive Plan

         The Seagram Company Ltd. Stock Plan for Non-Employee Directors

             Retirement Savings and Investment Plan for Employees of
       Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees

             Retirement Savings and Investment Plan for Employees of
          Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees

             Retirement Savings and Investment Plan for Employees of
        Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees

          Retirement Savings and Investment Plan for Union Employees of
                  Joseph E. Seagram & Sons, Inc. and Affiliates

          Retirement Savings and Investment Plan for Union Employees of
                     Tropicana Products, Inc. and Affiliates
                            (Full title of the Plans)
                              ____________________

                              Robert W. Matschullat
                         Joseph E. Seagram & Sons, Inc.
                                375 Park Avenue 
                            New York, New York 10152
                                 (212) 572-7000
 (Name, address, including zip code, and telephone number, including area code,
 of Registrant's agent  for service and authorized representative of Registrant
                              in the United States)
                              ____________________
                                   Copies to:
                           George R. Krouse, Jr, Esq.
                              Sarah E. Cogan, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                              ____________________
<PAGE>
                         CALCULATION OF REGISTRATION FEE
                                    Proposed
                                     Maximum        Proposed
    Title of                        Offering        Maximum        Amount of
 Securities to      Amount to         Price        Aggregate     Registration
 be Registered    be Registered   Per Share(1)   Offering Price     Fee(1)

Common shares
without
nominal or          25,000,000
par value           shares(2)       $40.6875     $1,017,187,500   $308,238.64

(1)  Pursuant to Rule 457 under the Securities Act of 1933 the proposed
     maximum offering price per share and the registration fee relating to the
     common shares being registered have been based on the average of the high
     and low prices of the common shares reported on the New York Stock
     Exchange Composite Tape on December 24, 1996.
(2)  There is also being registered hereunder such additional undetermined
     amount of common shares as may be needed as a result of stock dividends,
     stock splits or other similar adjustments of the outstanding common
     shares.

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

Item 1.   Plan Information.
     Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.
     Not required to be filed with this Registration Statement.


                                    PART II

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
by The Seagram Company Ltd. (the "Company") are hereby incorporated in this
Registration Statement by reference:
        (1)  The Company's Transition Report on Form 10-K for the transition
             period ended June 30, 1996.
        (2)  All other reports filed by the Company pursuant to Section 13(a)
             or 15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act"), since June 30, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered 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 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.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 124, Subsections (1) through (4), of the Canada Business
Corporations Act (the "Act") provides as follows:

        "124. Indemnification.--(1) Except in respect of an action by or on
        behalf of the corporation or body corporate to procure a judgment in
        its favour, a corporation may indemnify a director or officer of the
        corporation, a former director or officer of the corporation or a
        person who acts or acted at the corporation's request as a director or
        officer of a body corporate of which the corporation is or was a
        shareholder or creditor, and his heirs and legal representatives,
        against all costs, charges and expenses, including an amount paid to
        settle an action or satisfy a judgment, reasonably incurred by him in
<PAGE>
        respect of any civil, criminal or administrative action or proceeding
        to which he is made a party by reason of being or having been a
        director or officer of such corporation or body corporate, if

          (a)   he acted honestly and in good faith with a view to the best
                interests of the corporation; and

          (b)   in the case of a criminal or administrative action or
                proceeding that is enforced by a monetary penalty, he had
                reasonable grounds for believing that his conduct was lawful.

        (2)  Indemnification in derivative actions.--A corporation may with the
        approval of a court indemnify a person referred to in subsection (1) in
        respect of an action by or on behalf of the corporation or body
        corporate to procure a judgment in its favour, to which he is made a
        party by reason of being or having been a director or an officer of the
        corporation or body corporate, against all costs, charges and expenses
        reasonably incurred by him in connection with such action if he
        fulfills the conditions set out in paragraphs (1)(a) and (b).

        (3)  Indemnity as of right.--Notwithstanding anything in this section,
        a person referred to in subsection (1) is entitled to indemnity from
        the corporation in respect of all costs, charges and expenses
        reasonably incurred by him in connection with the defence of any civil,
        criminal or administrative action or proceeding to which he is made a
        party by reason of being or having been a director or officer of the
        corporation or body corporate, if the person seeking indemnity

          (a)   was substantially successful on the merits in his defence of
                the action or proceeding; and

          (b)   fulfills the conditions set out in paragraphs (1)(a) and (b).

        (4)  Directors' and officers' insurance.--A corporation may purchase
        and maintain insurance for the benefit of any person referred to in
        subsection (1) against any liability incurred by him 

          (a)   in his capacity as a director or officer of the corporation,
                except where the liability relates to his failure to act
                honestly and in good faith with a view to the best interests of
                the corporation, or

          (b)   in his capacity as director or officer of another body
                corporate where he acts or acted in that capacity at the
                corporation's request, except where the liability relates to
                his failure to act honestly and in good faith with a view to
                the best interests of the body corporate."

     Sections 7.02 and 7.03 of the General By-Laws of the Company provide as
follows:

        "Section 7.02--Indemnity. Without in any manner derogating from or
        limiting the mandatory provisions of the Act but subject to the
        conditions contained therein, the Corporation shall indemnify a
        director or officer of the Corporation, a former director or officer of
        the Corporation, or a person who acts or acted at the Corporation's
        request as a director or officer of a body corporate of which the
        Corporation is or was a shareholder or creditor, and his heirs and
<PAGE>
        legal representatives, against all costs, charges and expenses,
        including an amount paid to settle an action or satisfy a judgment,
        reasonably incurred by him in respect of any civil, criminal or
        administrative action or proceeding to which he is made a party by
        reason of being or having been a director or officer of the Corporation
        or such body corporate, if

          (a)   he acted honestly and in good faith with a view to the best
                interests of the Corporation; and

          (b)   in the case of a criminal or administrative action or
                proceeding that is enforced by a monetary penalty, he has
                reasonable grounds for believing that his conduct was lawful.

        Section 7.03--Insurance. Subject to the limitations contained in the
        Act, the Corporation may purchase and maintain such insurance for the
        benefit of the persons mentioned in Section 7.02, as the board may from
        time to time determine."

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant 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 policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

     The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by the Registrant.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4(a)    Articles of Amalgamation dated February 1, 1995 between the
             Company and Centenary Distillers Ltd. (incorporated by reference
             to Exhibit 3(a) of the Company's Annual Report on Form 10-K for
             the fiscal year ended January 31, 1995), as amended by Certificate
             and Articles of Amendment dated May 31, 1995 (incorporated by
             reference to Exhibit 3(a) of the Company's Quarterly Report on
             Form 10-Q for the fiscal quarter ended April 30, 1995)

     4(b)    General By-Laws of the Corporation, as amended (incorporated by
             reference to Exhibit 3(b) to the Company's Quarterly Report on
             Form 10-Q for the fiscal quarter ended April 30, 1996)
<PAGE>
     4(c)    The Seagram Company Ltd. 1996 Stock Incentive Plan

     4(d)    The Seagram Company Ltd. Stock Plan for Non-Employee Directors

     4(e)    Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates (applicable to the Retirement
             Savings and Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - Universal Employees, to the Retirement
             Savings and Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - UNI Employees and to the Retirement
             Savings and Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - Spencer Employees)

     4(f)    Trust Agreement dated as of October 1, 1994 between Joseph E.
             Seagram & Sons, Inc. and Continental Trust Company (incorporated
             by reference to Exhibit 4(d) of the Company's Registration
             Statement on Form S-8 (No. 33-99122)) (applicable to the
             Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - Universal Employees, to the
             Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - UNI Employees and to the
             Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - Spencer Employees)

     4(g)    Adoption Agreement effective January 1, 1997 between Joseph E.
             Seagram & Sons, Inc. and The Dreyfus Trust Company (applicable to
             the Retirement Savings and Investment Plan for Union Employees of
             Joseph E. Seagram & Sons, Inc. and Affiliates)

     4(h)    Adoption Agreement effective January 1, 1997 between Tropicana
             Products, Inc and The Dreyfus Trust Company (applicable to the
             Retirement Savings and Investment Plan for Union Employees of
             Tropicana Products, Inc. and Affiliates)

     4(i)    Trust Agreement (applicable to the Retirement Savings and
             Investment Plan for Union Employees of Joseph E. Seagram & Sons,
             Inc. and Affiliates and to the Retirement Savings and Investment
             Plan for Union Employees of Tropicana Products, Inc. and
             Affiliates)

     4(j)    Defined Contribution Plan (applicable to the Retirement Savings
             and Investment Plan for Union Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates and to the Retirement Savings and
             Investment Plan for Union Employees of Tropicana Products, Inc.
             and Affiliates)

     5       Opinion of Goodman Phillips & Vineberg

     23(a)   Consent of Price Waterhouse, chartered accountants

     23(b)   Consent of Price Waterhouse LLP, independent accountants

     24      Power 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:

             (i)  To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement;

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

     provided, however, that the undertakings set forth in paragraphs (i) and
     (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 Registrant 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
     Securities Act, each such post-effective amendment shall be deemed to be
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof.

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

        (4)  That, for purposes of determining any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and each filing of
     each 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.

        (5)  That the Registrant will submit the Retirement Savings and
     Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and
     Affiliates - Universal Employees, the Retirement Savings and Investment
     Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI
     Employees, the Retirement Savings and Investment Plan for Employees of
     Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees, the
     Retirement Savings and Investment Plan for Union Employees of Joseph E.
     Seagram & Sons, Inc. and Affiliates and the Retirement Savings and
     Investment Plan for Union Employees of Tropicana Products, Inc. and
     Affiliates, and will submit any amendment to such plans, to the Internal
     Revenue Service (the "IRS") in a timely manner and will make, all changes
     required by the IRS in order to qualify the Plans under Section 401 of
     the Internal Revenue Code.
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, The Seagram
Company Ltd. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 31st day of
December, 1996.

THE SEAGRAM COMPANY LTD.
          (Registrant)

By                                     *
   ____________________________________________________________________________
                              Edgar Bronfman, Jr.
                     President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities at The Seagram Company Ltd. indicated on the 31st day of December,
1996.

Principal Executive Officer:

                           *                            Director, President
______________________________________________________  and Chief Executive
                 (Edgar Bronfman, Jr.)                  Officer

Principal Financial Officer and Agent for Service:

               /s/ Robert W. Matschullat                Director, Vice
______________________________________________________  Chairman and Chief
                (Robert W. Matschullat)                 Financial Officer

Principal Accounting Officer:

                 /s/ Edward Falkenberg                  Vice President and
______________________________________________________  Controller
                  (Edward Falkenberg)

Directors:

Edgar M. Bronfman*
Charles R. Bronfman*
Samuel Bronfman II*
Matthew W. Barrett*
Frank J. Biondi, Jr.*
William G. Davis*
Paul Desmarais*
Michele J. Hooper*
David L. Johnston*
E. Leo Kolber*
Marie-Josee Kravis*
C. Edward Medland*
Lew R. Wasserman*
John S. Weinberg*
<PAGE>
     *  By signing his name hereto, Daniel R. Paladino signs this Registration
Statement on behalf of each of the persons indicated above pursuant to a power
of attorney duly executed by such persons and filed with the Securities and
Exchange Commission.

By             /s/ Daniel R. Paladino
   ___________________________________________________
          (Daniel R. Paladino, Attorney-in-fact)
<PAGE>
        Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of December, 1996.

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM &
SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES

      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                       Member of Administrative Committee

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM &
SONS, INC. AND AFFILIATES - UNI EMPLOYEES

      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                       Member of Administrative Committee

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM &
SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES

      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                       Member of Administrative Committee
<PAGE>
        Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of December, 1996.

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM
& SONS, INC. AND AFFILIATES
      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                              Member of Committee
<PAGE>
        Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of December, 1996.

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF TROPICANA
PRODUCTS, INC. AND AFFILIATES
      
By                            /s/ Terry K. Danahy
   ___________________________________________________________________________
                              Member of Committee
<PAGE>
EXHIBIT INDEX

  Exhibit
  Number                     Description of Exhibit

     4(a)    Articles of Amalgamation dated February 1, 1995
             between the Company and Centenary Distillers Ltd.
             (incorporated by reference to Exhibit 3(a) of the
             Company's Annual Report on Form 10-K for the fiscal
             year ended January 31, 1995), as amended by
             Certificate and Articles of Amendment dated May 31,
             1995 (incorporated by reference to Exhibit 3(a) of the
             Company's Quarterly Report on Form 10-Q for the fiscal
             quarter ended April 30, 1995)

     4(b)    General By-Laws of the Corporation, as amended
             (incorporated by reference to Exhibit 3(b) to the
             Company's Quarterly Report on Form 10-Q for the fiscal
             quarter ended April 30, 1996)

     4(c)    The Seagram Company Ltd. 1996 Stock Incentive Plan

     4(d)    The Seagram Company Ltd. Stock Plan for Non-Employee
             Directors

     4(e)    Retirement Savings and Investment Plan for Employees
             of Joseph E. Seagram & Sons, Inc. and Affiliates
             (applicable to the Retirement Savings and Investment
             Plan for Employees of Joseph E. Seagram & Sons, Inc.
             and Affiliates - Universal Employees, to the
             Retirement Savings and Investment Plan for Employees
             of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI
             Employees and to the Retirement Savings and Investment
             Plan for Employees of Joseph E. Seagram & Sons, Inc.
             and Affiliates - Spencer Employees)

     4(f)    Trust Agreement dated as of October 1, 1994 between
             Joseph E. Seagram & Sons, Inc. and Continental Trust
             Company (incorporated by reference to Exhibit 4(d) of
             the Company's Registration Statement on Form S-8 (No.
             33-99122)) (applicable to the Retirement Savings and
             Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - Universal Employees, to
             the Retirement Savings and Investment Plan for
             Employees of Joseph E. Seagram & Sons, Inc. and
             Affiliates - UNI Employees and to the Retirement
             Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - Spencer
             Employees)

     4(g)    Adoption Agreement effective January 1, 1997 between
             Joseph E. Seagram & Sons, Inc. and The Dreyfus Trust
             Company (applicable to the Retirement Savings and
             Investment Plan for Union Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates)
<PAGE>
     4(h)    Adoption Agreement effective January 1, 1997 between
             Tropicana Products, Inc and The Dreyfus Trust Company
             (applicable to the Retirement Savings and Investment
             Plan for Union Employees of Tropicana Products, Inc.
             and Affiliates)

     4(i)    Trust Agreement (applicable to the Retirement Savings
             and Investment Plan for Union Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates and to the
             Retirement Savings and Investment Plan for Union
             Employees of Tropicana Products, Inc. and Affiliates)

     4(j)    Defined Contribution Plan (applicable to the
             Retirement Savings and Investment Plan for Union
             Employees of Joseph E. Seagram & Sons, Inc. and
             Affiliates and to the Retirement Savings and
             Investment Plan for Union Employees of Tropicana
             Products, Inc. and Affiliates)


     5       Opinion of Goodman Phillips & Vineberg

     23(a)   Consent of Price Waterhouse, chartered accountants

     23(b)   Consent of Price Waterhouse LLP, independent
             accountants

     24      Power of Attorney
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Registration No. 33-        

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               __________________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                _________________

               The Seagram Company Ltd.--La Compagnie Seagram Ltee
             (Exact name of Registrant as specified in its charter)

                Canada                              None
   (State or other jurisdiction of            (I.R.S. Employer
    incorporation or organization)         Identification Number)
                                1430 Peel Street
                        Montreal, Quebec, Canada H3A 1S9
    (Address, including zip code, of Registrant's principal executive office)

               The Seagram Company Ltd. 1996 Stock Incentive Plan

         The Seagram Company Ltd. Stock Plan for Non-Employee Directors

             Retirement Savings and Investment Plan for Employees of
       Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees

             Retirement Savings and Investment Plan for Employees of
          Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees

             Retirement Savings and Investment Plan for Employees of
        Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees

          Retirement Savings and Investment Plan for Union Employees of
                  Joseph E. Seagram & Sons, Inc. and Affiliates

          Retirement Savings and Investment Plan for Union Employees of
                     Tropicana Products, Inc. and Affiliates
                            (Full title of the Plans)
                              ____________________

                              Robert W. Matschullat
                         Joseph E. Seagram & Sons, Inc.
                                375 Park Avenue 
                            New York, New York 10152
                                 (212) 572-7000
 (Name, address, including zip code, and telephone number, including area code,
 of Registrant's agent  for service and authorized representative of Registrant
                              in the United States)
                              ____________________
                                   Copies to:
                           George R. Krouse, Jr, Esq.
                              Sarah E. Cogan, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                              ____________________
CALCULATION OF REGISTRATION FEE
                                    Proposed
                                     Maximum        Proposed
    Title of                        Offering        Maximum        Amount of
 Securities to      Amount to         Price        Aggregate     Registration
 be Registered    be Registered   Per Share(1)   Offering Price     Fee(1)

Common shares
without
nominal or          25,000,000
par value           shares(2)       $40.6875     $1,017,187,500   $308,238.64

(1)  Pursuant to Rule 457 under the Securities Act of 1933 the proposed
     maximum offering price per share and the registration fee relating to the
     common shares being registered have been based on the average of the high
     and low prices of the common shares reported on the New York Stock
     Exchange Composite Tape on December 24, 1996.
(2)  There is also being registered hereunder such additional undetermined
     amount of common shares as may be needed as a result of stock dividends,
     stock splits or other similar adjustments of the outstanding common
     shares.

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

Item 1.   Plan Information.
     Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.
     Not required to be filed with this Registration Statement.

                                    PART II

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
by The Seagram Company Ltd. (the "Company") are hereby incorporated in this
Registration Statement by reference:
        (1)  The Company's Transition Report on Form 10-K for the transition
             period ended June 30, 1996.
        (2)  All other reports filed by the Company pursuant to Section 13(a)
             or 15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act"), since June 30, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered 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 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.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 124, Subsections (1) through (4), of the Canada Business
Corporations Act (the "Act") provides as follows:

        "124. Indemnification.--(1) Except in respect of an action by or on
        behalf of the corporation or body corporate to procure a judgment in
        its favour, a corporation may indemnify a director or officer of the
        corporation, a former director or officer of the corporation or a
        person who acts or acted at the corporation's request as a director or
        officer of a body corporate of which the corporation is or was a
        shareholder or creditor, and his heirs and legal representatives,
        against all costs, charges and expenses, including an amount paid to
        settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding
        to which he is made a party by reason of being or having been a
        director or officer of such corporation or body corporate, if

          (a)   he acted honestly and in good faith with a view to the best
                interests of the corporation; and

          (b)   in the case of a criminal or administrative action or
                proceeding that is enforced by a monetary penalty, he had
                reasonable grounds for believing that his conduct was lawful.

        (2)  Indemnification in derivative actions.--A corporation may with the
        approval of a court indemnify a person referred to in subsection (1) in
        respect of an action by or on behalf of the corporation or body
        corporate to procure a judgment in its favour, to which he is made a
        party by reason of being or having been a director or an officer of the
        corporation or body corporate, against all costs, charges and expenses
        reasonably incurred by him in connection with such action if he
        fulfills the conditions set out in paragraphs (1)(a) and (b).

        (3)  Indemnity as of right.--Notwithstanding anything in this section,
        a person referred to in subsection (1) is entitled to indemnity from
        the corporation in respect of all costs, charges and expenses
        reasonably incurred by him in connection with the defence of any civil,
        criminal or administrative action or proceeding to which he is made a
        party by reason of being or having been a director or officer of the
        corporation or body corporate, if the person seeking indemnity

          (a)   was substantially successful on the merits in his defence of
                the action or proceeding; and

          (b)   fulfills the conditions set out in paragraphs (1)(a) and (b).

        (4)  Directors' and officers' insurance.--A corporation may purchase
        and maintain insurance for the benefit of any person referred to in
        subsection (1) against any liability incurred by him 

          (a)   in his capacity as a director or officer of the corporation,
                except where the liability relates to his failure to act
                honestly and in good faith with a view to the best interests of
                the corporation, or

          (b)   in his capacity as director or officer of another body
                corporate where he acts or acted in that capacity at the
                corporation's request, except where the liability relates to
                his failure to act honestly and in good faith with a view to
                the best interests of the body corporate."

     Sections 7.02 and 7.03 of the General By-Laws of the Company provide as
follows:

        "Section 7.02--Indemnity. Without in any manner derogating from or
        limiting the mandatory provisions of the Act but subject to the
        conditions contained therein, the Corporation shall indemnify a
        director or officer of the Corporation, a former director or officer of
        the Corporation, or a person who acts or acted at the Corporation's
        request as a director or officer of a body corporate of which the
        Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses,
        including an amount paid to settle an action or satisfy a judgment,
        reasonably incurred by him in respect of any civil, criminal or
        administrative action or proceeding to which he is made a party by
        reason of being or having been a director or officer of the Corporation
        or such body corporate, if

          (a)   he acted honestly and in good faith with a view to the best
                interests of the Corporation; and

          (b)   in the case of a criminal or administrative action or
                proceeding that is enforced by a monetary penalty, he has
                reasonable grounds for believing that his conduct was lawful.

        Section 7.03--Insurance. Subject to the limitations contained in the
        Act, the Corporation may purchase and maintain such insurance for the
        benefit of the persons mentioned in Section 7.02, as the board may from
        time to time determine."

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant 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 policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

     The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by the Registrant.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4(a)    Articles of Amalgamation dated February 1, 1995 between the
             Company and Centenary Distillers Ltd. (incorporated by reference
             to Exhibit 3(a) of the Company's Annual Report on Form 10-K for
             the fiscal year ended January 31, 1995), as amended by Certificate
             and Articles of Amendment dated May 31, 1995 (incorporated by
             reference to Exhibit 3(a) of the Company's Quarterly Report on
             Form 10-Q for the fiscal quarter ended April 30, 1995)

     4(b)    General By-Laws of the Corporation, as amended (incorporated by
             reference to Exhibit 3(b) to the Company's Quarterly Report on
             Form 10-Q for the fiscal quarter ended April 30, 1996)
4(c)    The Seagram Company Ltd. 1996 Stock Incentive Plan

     4(d)    The Seagram Company Ltd. Stock Plan for Non-Employee Directors

     4(e)    Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates (applicable to the Retirement
             Savings and Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - Universal Employees, to the Retirement
             Savings and Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - UNI Employees and to the Retirement
             Savings and Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - Spencer Employees)

     4(f)    Trust Agreement dated as of October 1, 1994 between Joseph E.
             Seagram & Sons, Inc. and Continental Trust Company (incorporated
             by reference to Exhibit 4(d) of the Company's Registration
             Statement on Form S-8 (No. 33-99122)) (applicable to the
             Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - Universal Employees, to the
             Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - UNI Employees and to the
             Retirement Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - Spencer Employees)

     4(g)    Adoption Agreement effective January 1, 1997 between Joseph E.
             Seagram & Sons, Inc. and The Dreyfus Trust Company (applicable to
             the Retirement Savings and Investment Plan for Union Employees of
             Joseph E. Seagram & Sons, Inc. and Affiliates)

     4(h)    Adoption Agreement effective January 1, 1997 between Tropicana
             Products, Inc and The Dreyfus Trust Company (applicable to the
             Retirement Savings and Investment Plan for Union Employees of
             Tropicana Products, Inc. and Affiliates)

     4(i)    Trust Agreement (applicable to the Retirement Savings and
             Investment Plan for Union Employees of Joseph E. Seagram & Sons,
             Inc. and Affiliates and to the Retirement Savings and Investment
             Plan for Union Employees of Tropicana Products, Inc. and
             Affiliates)

     4(j)    Defined Contribution Plan (applicable to the Retirement Savings
             and Investment Plan for Union Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates and to the Retirement Savings and
             Investment Plan for Union Employees of Tropicana Products, Inc.
             and Affiliates)

     5       Opinion of Goodman Phillips & Vineberg

     23(a)   Consent of Price Waterhouse, chartered accountants

     23(b)   Consent of Price Waterhouse LLP, independent accountants

     24      Power 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:

             (i)  To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement;

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

     provided, however, that the undertakings set forth in paragraphs (i) and
     (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 Registrant 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
     Securities Act, each such post-effective amendment shall be deemed to be
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof.

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

        (4)  That, for purposes of determining any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and each filing of
     each 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.

        (5)  That the Registrant will submit the Retirement Savings and
     Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and
     Affiliates - Universal Employees, the Retirement Savings and Investment
     Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI
     Employees, the Retirement Savings and Investment Plan for Employees of
     Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees, the
     Retirement Savings and Investment Plan for Union Employees of Joseph E.
     Seagram & Sons, Inc. and Affiliates and the Retirement Savings and
     Investment Plan for Union Employees of Tropicana Products, Inc. and
     Affiliates, and will submit any amendment to such plans, to the Internal
     Revenue Service (the "IRS") in a timely manner and will make, all changes
     required by the IRS in order to qualify the Plans under Section 401 of
     the Internal Revenue Code.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, The Seagram
Company Ltd. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 31st day of
December, 1996.

THE SEAGRAM COMPANY LTD.
          (Registrant)

By                                     *
   ____________________________________________________________________________
                              Edgar Bronfman, Jr.
                     President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities at The Seagram Company Ltd. indicated on the 31st day of December,
1996.

Principal Executive Officer:

                           *                            Director, President
______________________________________________________  and Chief Executive
                 (Edgar Bronfman, Jr.)                  Officer

Principal Financial Officer and Agent for Service:

               /s/ Robert W. Matschullat                Director, Vice
______________________________________________________  Chairman and Chief
                (Robert W. Matschullat)                 Financial Officer

Principal Accounting Officer:

                 /s/ Edward Falkenberg                  Vice President and
______________________________________________________  Controller
                  (Edward Falkenberg)

Directors:

Edgar M. Bronfman*
Charles R. Bronfman*
Samuel Bronfman II*
Matthew W. Barrett*
Frank J. Biondi, Jr.*
William G. Davis*
Paul Desmarais*
Michele J. Hooper*
David L. Johnston*
E. Leo Kolber*
Marie-Josee Kravis*
C. Edward Medland*
Lew R. Wasserman*
John S. Weinberg*
*  By signing his name hereto, Daniel R. Paladino signs this Registration
Statement on behalf of each of the persons indicated above pursuant to a power
of attorney duly executed by such persons and filed with the Securities and
Exchange Commission.

By             /s/ Daniel R. Paladino
   ___________________________________________________
          (Daniel R. Paladino, Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of December, 1996.

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM &
SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES

      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                       Member of Administrative Committee

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM &
SONS, INC. AND AFFILIATES - UNI EMPLOYEES

      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                       Member of Administrative Committee

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM &
SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES

      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                       Member of Administrative Committee
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of December, 1996.

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM
& SONS, INC. AND AFFILIATES
      
By                             /s/ John D. Borgia
   ___________________________________________________________________________
                              Member of Committee
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 31st day of December, 1996.

RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF TROPICANA
PRODUCTS, INC. AND AFFILIATES
      
By                            /s/ Terry K. Danahy
   ___________________________________________________________________________
                              Member of Committee
EXHIBIT INDEX

  Exhibit
  Number                     Description of Exhibit

     4(a)    Articles of Amalgamation dated February 1, 1995
             between the Company and Centenary Distillers Ltd.
             (incorporated by reference to Exhibit 3(a) of the
             Company's Annual Report on Form 10-K for the fiscal
             year ended January 31, 1995), as amended by
             Certificate and Articles of Amendment dated May 31,
             1995 (incorporated by reference to Exhibit 3(a) of the
             Company's Quarterly Report on Form 10-Q for the fiscal
             quarter ended April 30, 1995)

     4(b)    General By-Laws of the Corporation, as amended
             (incorporated by reference to Exhibit 3(b) to the
             Company's Quarterly Report on Form 10-Q for the fiscal
             quarter ended April 30, 1996)

     4(c)    The Seagram Company Ltd. 1996 Stock Incentive Plan

     4(d)    The Seagram Company Ltd. Stock Plan for Non-Employee
             Directors

     4(e)    Retirement Savings and Investment Plan for Employees
             of Joseph E. Seagram & Sons, Inc. and Affiliates
             (applicable to the Retirement Savings and Investment
             Plan for Employees of Joseph E. Seagram & Sons, Inc.
             and Affiliates - Universal Employees, to the
             Retirement Savings and Investment Plan for Employees
             of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI
             Employees and to the Retirement Savings and Investment
             Plan for Employees of Joseph E. Seagram & Sons, Inc.
             and Affiliates - Spencer Employees)

     4(f)    Trust Agreement dated as of October 1, 1994 between
             Joseph E. Seagram & Sons, Inc. and Continental Trust
             Company (incorporated by reference to Exhibit 4(d) of
             the Company's Registration Statement on Form S-8 (No.
             33-99122)) (applicable to the Retirement Savings and
             Investment Plan for Employees of Joseph E. Seagram &
             Sons, Inc. and Affiliates - Universal Employees, to
             the Retirement Savings and Investment Plan for
             Employees of Joseph E. Seagram & Sons, Inc. and
             Affiliates - UNI Employees and to the Retirement
             Savings and Investment Plan for Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates - Spencer
             Employees)

     4(g)    Adoption Agreement effective January 1, 1997 between
             Joseph E. Seagram & Sons, Inc. and The Dreyfus Trust
             Company (applicable to the Retirement Savings and
             Investment Plan for Union Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates)
4(h)    Adoption Agreement effective January 1, 1997 between
             Tropicana Products, Inc and The Dreyfus Trust Company
             (applicable to the Retirement Savings and Investment
             Plan for Union Employees of Tropicana Products, Inc.
             and Affiliates)

     4(i)    Trust Agreement (applicable to the Retirement Savings
             and Investment Plan for Union Employees of Joseph E.
             Seagram & Sons, Inc. and Affiliates and to the
             Retirement Savings and Investment Plan for Union
             Employees of Tropicana Products, Inc. and Affiliates)

     4(j)    Defined Contribution Plan (applicable to the
             Retirement Savings and Investment Plan for Union
             Employees of Joseph E. Seagram & Sons, Inc. and
             Affiliates and to the Retirement Savings and
             Investment Plan for Union Employees of Tropicana
             Products, Inc. and Affiliates)

     5       Opinion of Goodman Phillips & Vineberg

     23(a)   Consent of Price Waterhouse, chartered accountants

     23(b)   Consent of Price Waterhouse LLP, independent
             accountants

     24      Power of Attorney