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

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

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


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

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

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

                        2001 Stock Unit Retirement Plan
                           (Full title of the Plan)

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

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>

================================================================ ============ =================== =================== ============

<CAPTION>
                                                                  Amount to    Proposed Maximum    Proposed Maximum     Amount of
                                                                     be         Offering Price        Aggregate       Registration
             Title of Securities to be Registered                Registered       Per Share         Offering Price         Fee
---------------------------------------------------------------- ------------ ------------------- ------------------- ------------

<S>                                                               <C>             <C>              <C>                 <C>
Class B-1, Class B-2, Class B-3, and Class B Common Stock,        8,000,000       $25.855(c)       $206,840,000.00(c)  $19,029.28
   each $0.01 par value per share(a)(b)....................        shares
---------------------------------------------------------------- ------------ ------------------- ------------------- ------------
SURP Deferral Obligations(d)...............................      $12,375,000.00      100%          $ 12,375,000.00     $ 1,138.50
================================================================ ============ =================== =================== ============
</TABLE>

(a)  Associated with each share of Class B-1, Class B-2, Class B-3 and Class B
     Common Stock is the right to purchase one share of Series C Preferred
     Stock pursuant to a rights agreement. Preferred stock purchase rights
     cannot trade separately from the underlying common stock and, therefore,
     do not carry a separate price or necessitate an additional filing fee.

(b)  Represents shares of common stock reserved for issuance in exchange for
     deferred stock units granted pursuant to the 2001 Stock Unit Retirement
     Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended (the "Securities Act"), the number of shares being registered
     shall include an indeterminate amount of additional shares of common
     stock that may be issued pursuant to anti-dilution and adjustment
     provisions of the 2001 Stock Unit Retirement Plan.

(c)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
     maximum offering price per share, the proposed maximum aggregate offering
     price and the amount of registration fee for the shares of Class B-1,
     Class B-2, Class B-3 and Class B common stock have been computed on the
     basis of the average of the high and low prices of a share of Class B
     common stock reported on the New York Stock Exchange composite tape on
     May 20, 2002.

<PAGE>

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

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





<PAGE>

                                    PART I

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


                                     I-1
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

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

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

     5.   The descriptions of the Company's share capital contained in the
          Company's Registration Statements on Form 8-A filed with the
          Commission under Section 12(g) and Section 12(b) of the Exchange
          Act on November 15, 2001 and on December 5, 2001, respectively,
          (File No. 000-33349 and File No. 001-16807), including any
          amendment or report filed for the purpose of updating such
          descriptions.

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

Item 4.  Description of Securities.

     The shares of Class B-1, Class B-2 and Class B-3 Common Stock and the
right to purchase one share of Series C Preferred Stock associated with each
share of Common Stock are registered under Section 12(g) of the Exchange Act.
The shares of Class B Common Stock and the right to purchase one share of
Series C Preferred Stock associated with each share of Class B Common Stock
are registered under Section 12(b) of the Exchange Act.

     In addition, under the 2001 Stock Unit Retirement Plan (the "Plan"), the
Company will provide eligible employees of the Company and its affiliates with
the opportunity to elect to defer up to 15% of their cash compensation, with
interest deemed to accrue on those deferrals. The obligations of the Company
under the Plan (the "Obligations") will be unsecured general obligations of
the Company to pay the compensation deferred in accordance with the terms of
the Plan, along with any interest deemed to accrue on the deferrals, and will
rank equally with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding. Because the Company is a holding
company, the right of the Company, and hence the right of creditors of the
Company (including participants in the Plan) to participate in a distribution
of the assets of a subsidiary upon its liquidation or reorganization or
otherwise, necessarily is subject to claims of creditors of the subsidiary,
except to the extent that claims of the Company itself as a creditor may be
recognized.



                                     II-1
<PAGE>


     The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based on
elections by the participant, with a maximum deferral of up to 15% of such
participant's pre-tax earnings. Each Deferral Account generally will be
payable upon such participant's termination of employment, unless deferred by
the participant. The deemed earnings on the account generally will be based on
the rate of return provided through an interest income fund offered in the
Company 401(k) Plan. Deferrals begin earning interest as of the date they
would otherwise have been paid to the participant. Interest is compounded
quarterly.

     The board of directors of the Company reserves the right to amend or
terminate the Plan at any time, except that, effective on a change in control
of the Company, certain limits apply to the ability to amend or terminate the
Plan.

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

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

          o    for breach of duty of loyalty;

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

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

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

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

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

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


                                     II-2
<PAGE>


Item 7.  Exemption from Registration Claimed.

     None.

Item 8.  Exhibits

     3.1     Certificate of Incorporation of the Company is incorporated
             by reference to Exhibit 3.1 to the Company's Registration
             Statement on Form S-1 filed with the Commission on November
             1, 2001, pursuant to the Securities Act (Registration No.
             333-65226).
     3.2     Bylaws of the Company are incorporated by reference to
             Exhibit 3.3 to the Company's Registration Statement on Form
             S-3 filed with the Commission on March 27, 2002, pursuant to
             the Securities Act (Registration No. 333-85050).
     5       Opinion of Morgan, Lewis & Bockius LLP (consent included therein).
     10.1    2001 Stock Unit Retirement Plan.
     23      Consent of Arthur Andersen LLP.
     24      Powers of Attorney (included on page II-4).

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the Registration Statement. Notwithstanding the foregoing, any increase
     or decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering
     range may be reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of Registration
     Fee" table in the effective registration statement; and

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

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

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

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

     (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Act, each filing of the registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
     Act (and, where applicable, each filing of an employee benefit plan's
     annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this Registration Statement shall be deemed
     to be a new

<PAGE>

     registration statement relating to the securities offered herein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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



                                     II-3
<PAGE>

                                  SIGNATURES

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

                                          ARAMARK CORPORATION


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



                               POWER OF ATTORNEY

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

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

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

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

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

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

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


                                     II-4
<PAGE>

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

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

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

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

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

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

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

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

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



                                     II-5
<PAGE>


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

                               2001 STOCK UNIT RETIREMENT PLAN


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


                                     II-6
<PAGE>



                               INDEX TO EXHIBITS

     Exhibit
     Number                                    Description
     3.1                       Certificate of Incorporation of the Company is
                               incorporated by reference to Exhibit 3.1 to the
                               Company's Registration Statement on Form S-1
                               filed with the Commission on November 1, 2001,
                               pursuant to the Securities Act (Registration
                               No. 333-65226).
     3.2                       Bylaws of the Company are incorporated by
                               reference to Exhibit 3.3 to the Company's
                               Registration Statement on Form S-3 filed with
                               the Commission on March 27, 2002, pursuant to
                               the Securities Act (Registration No.
                               333-85050).
     5                         Opinion of Morgan, Lewis & Bockius LLP (consent
                               included therein).
     10.1                      2001 Stock Unit Retirement Plan.
     23                        Consent of Arthur Andersen LLP.
     24                        Powers of Attorney (included on page II-4).
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25215}]
{"company-data": {"conformed-name": "ARAMARK CORP/DE", "cik": "0001144528", "assigned-sic": "5812", "irs-number": "233086414", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89122", "film-number": "02662442"}, "business-address": {"street1": "ARAMARK TOWER", "street2": "1101 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19107", "phone": "2152383000"}, "former-company": {"former-conformed-name": "ARAMARK WORLDWIDE CORP", "date-changed": "20010711"}}
As filed with the Securities and Exchange Commission on May 24, 2002
                                                         Registration No. 333-

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

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

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

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

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

                        2001 Stock Unit Retirement Plan
                           (Full title of the Plan)

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

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

                        CALCULATION OF REGISTRATION FEE

================================================================ ============ =================== =================== ============
Amount to    Proposed Maximum    Proposed Maximum     Amount of
                                                                     be         Offering Price        Aggregate       Registration
             Title of Securities to be Registered                Registered       Per Share         Offering Price         Fee
---------------------------------------------------------------- ------------ ------------------- ------------------- ------------
Class B-1, Class B-2, Class B-3, and Class B Common Stock,        8,000,000       $25.855(c)       $206,840,000.00(c)  $19,029.28
   each $0.01 par value per share(a)(b)....................        shares
---------------------------------------------------------------- ------------ ------------------- ------------------- ------------
SURP Deferral Obligations(d)...............................      $12,375,000.00      100%          $ 12,375,000.00     $ 1,138.50
================================================================ ============ =================== =================== ============
(a)  Associated with each share of Class B-1, Class B-2, Class B-3 and Class B
     Common Stock is the right to purchase one share of Series C Preferred
     Stock pursuant to a rights agreement. Preferred stock purchase rights
     cannot trade separately from the underlying common stock and, therefore,
     do not carry a separate price or necessitate an additional filing fee.

(b)  Represents shares of common stock reserved for issuance in exchange for
     deferred stock units granted pursuant to the 2001 Stock Unit Retirement
     Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended (the "Securities Act"), the number of shares being registered
     shall include an indeterminate amount of additional shares of common
     stock that may be issued pursuant to anti-dilution and adjustment
     provisions of the 2001 Stock Unit Retirement Plan.

(c)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
     maximum offering price per share, the proposed maximum aggregate offering
     price and the amount of registration fee for the shares of Class B-1,
     Class B-2, Class B-3 and Class B common stock have been computed on the
     basis of the average of the high and low prices of a share of Class B
     common stock reported on the New York Stock Exchange composite tape on
     May 20, 2002.
(d)  The SURP Deferral Obligations are unsecured obligations of ARAMARK
     Corporation to pay deferred compensation in the future in accordance with
     the terms of the 2001 Stock Unit Retirement Plan. In addition, pursuant
     to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement also relates to an indeterminate amount of
     interests to be offered or sold pursuant to the 2001 Stock Unit
     Retirement Plan.

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

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

                                     I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

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

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

     5.   The descriptions of the Company's share capital contained in the
          Company's Registration Statements on Form 8-A filed with the
          Commission under Section 12(g) and Section 12(b) of the Exchange
          Act on November 15, 2001 and on December 5, 2001, respectively,
          (File No. 000-33349 and File No. 001-16807), including any
          amendment or report filed for the purpose of updating such
          descriptions.

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

Item 4.  Description of Securities.

     The shares of Class B-1, Class B-2 and Class B-3 Common Stock and the
right to purchase one share of Series C Preferred Stock associated with each
share of Common Stock are registered under Section 12(g) of the Exchange Act.
The shares of Class B Common Stock and the right to purchase one share of
Series C Preferred Stock associated with each share of Class B Common Stock
are registered under Section 12(b) of the Exchange Act.

     In addition, under the 2001 Stock Unit Retirement Plan (the "Plan"), the
Company will provide eligible employees of the Company and its affiliates with
the opportunity to elect to defer up to 15% of their cash compensation, with
interest deemed to accrue on those deferrals. The obligations of the Company
under the Plan (the "Obligations") will be unsecured general obligations of
the Company to pay the compensation deferred in accordance with the terms of
the Plan, along with any interest deemed to accrue on the deferrals, and will
rank equally with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding. Because the Company is a holding
company, the right of the Company, and hence the right of creditors of the
Company (including participants in the Plan) to participate in a distribution
of the assets of a subsidiary upon its liquidation or reorganization or
otherwise, necessarily is subject to claims of creditors of the subsidiary,
except to the extent that claims of the Company itself as a creditor may be
recognized.

                                     II-1
The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based on
elections by the participant, with a maximum deferral of up to 15% of such
participant's pre-tax earnings. Each Deferral Account generally will be
payable upon such participant's termination of employment, unless deferred by
the participant. The deemed earnings on the account generally will be based on
the rate of return provided through an interest income fund offered in the
Company 401(k) Plan. Deferrals begin earning interest as of the date they
would otherwise have been paid to the participant. Interest is compounded
quarterly.

     The board of directors of the Company reserves the right to amend or
terminate the Plan at any time, except that, effective on a change in control
of the Company, certain limits apply to the ability to amend or terminate the
Plan.

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

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

          o    for breach of duty of loyalty;

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

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

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

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

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

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

                                     II-2
Item 7.  Exemption from Registration Claimed.

     None.

Item 8.  Exhibits

     3.1     Certificate of Incorporation of the Company is incorporated
             by reference to Exhibit 3.1 to the Company's Registration
             Statement on Form S-1 filed with the Commission on November
             1, 2001, pursuant to the Securities Act (Registration No.
             333-65226).
     3.2     Bylaws of the Company are incorporated by reference to
             Exhibit 3.3 to the Company's Registration Statement on Form
             S-3 filed with the Commission on March 27, 2002, pursuant to
             the Securities Act (Registration No. 333-85050).
     5       Opinion of Morgan, Lewis & Bockius LLP (consent included therein).
     10.1    2001 Stock Unit Retirement Plan.
     23      Consent of Arthur Andersen LLP.
     24      Powers of Attorney (included on page II-4).

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the Registration Statement. Notwithstanding the foregoing, any increase
     or decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering
     range may be reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of Registration
     Fee" table in the effective registration statement; and

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

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

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

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

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

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

                                     II-3
SIGNATURES

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

                                          ARAMARK CORPORATION

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

                               POWER OF ATTORNEY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               2001 STOCK UNIT RETIREMENT PLAN

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

                                     II-6
INDEX TO EXHIBITS

     Exhibit
     Number                                    Description
     3.1                       Certificate of Incorporation of the Company is
                               incorporated by reference to Exhibit 3.1 to the
                               Company's Registration Statement on Form S-1
                               filed with the Commission on November 1, 2001,
                               pursuant to the Securities Act (Registration
                               No. 333-65226).
     3.2                       Bylaws of the Company are incorporated by
                               reference to Exhibit 3.3 to the Company's
                               Registration Statement on Form S-3 filed with
                               the Commission on March 27, 2002, pursuant to
                               the Securities Act (Registration No.
                               333-85050).
     5                         Opinion of Morgan, Lewis & Bockius LLP (consent
                               included therein).
     10.1                      2001 Stock Unit Retirement Plan.
     23                        Consent of Arthur Andersen LLP.
     24                        Powers of Attorney (included on page II-4).