==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                              ---------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                              ---------------
                      TRICON GLOBAL RESTAURANTS, INC.
          (Exact name of registrant as specified in its charter)
          North Carolina                             13-3951308
   (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)               Identification No.)
                            1441 Gardiner Lane
                        Louisville, Kentucky  40213
       (Address of Principal Executive Offices, including Zip Code)
                              ---------------
                   RESTAURANT DEFERRED COMPENSATION PLAN
                         (Full title of the plan)
                              ---------------
                        Christian L. Campbell, Esq.
           Senior Vice President, General Counsel and Secretary
                      Tricon Global Restaurants, Inc.
                            1441 Gardiner Lane
                        Louisville, Kentucky 40213
                  (Name and address of agent for service)
                              ---------------
                              (502) 874-8300
       (Telephone number, including area code, of agent for service)
                              ---------------

                      CALCULATION OF REGISTRATION FEE
===========================================================================
                                          Proposed    Proposed
                                          maximum     maximum
        Title of              Amount      offering   aggregate   Amount of
     securities to            to be      price per    offering  registration
     be registered          registered obligation(2)  price(2)      fee
     -------------          ---------- -------------  --------  ------------
Deferred Compensation
  Obligations (1)...........$7,200,000      100%     $7,200,000    $1,901

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

(1)  The Deferred Compensation Obligations are unsecured obligations of
     Tricon Global Restaurants, Inc. to pay deferred compensation in the
     future in accordance with the terms of the Restaurant Deferred
     Compensation Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1).


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

<PAGE>

   INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE


     Pursuant to General Instruction E of Form S-8, the contents
of the Registrant's previously-filed registration statement on
Form S-8 (File No. 333-36877) relating to the Restaurant Deferred
Compensation Plan are incorporated herein by reference.



                                2

<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Louisville, Commonwealth of Kentucky, on the 6th day
of March, 2000.

                              TRICON GLOBAL RESTAURANTS, INC.



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

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

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


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

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

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

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

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

                                     3

<PAGE>

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

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

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

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

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

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

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

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

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


                                     4

<PAGE>

                        INDEX TO EXHIBITS

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

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

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

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

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

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney



                                5

<PAGE>
                                                     EXHIBIT 5.1


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


                                                   March 9, 2000

Ladies and Gentlemen:

     As Senior Vice President, General Counsel and Secretary of
Tricon Global Restaurants, Inc. ("Tricon"), I have acted as
counsel to Tricon in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed today with
the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the
"Act"), of $7,200,000 in unsecured obligations (the "Deferred
Compensation Obligations") of Tricon Global Restaurants, Inc. to
pay deferred compensation in the future in accordance with the
terms of the Restaurant Deferred Compensation Plan (the "Plan").

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

     Based upon the foregoing, it is my opinion that the Deferred
Compensation Obligations being registered pursuant to the
Registration Statement to which this opinion is an exhibit, when
incurred in accordance with the terms of the Plan, will be valid
and binding obligations of Tricon, enforceable in accordance with
their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditor's rights or by
general equity principles.

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

                              Very truly yours,



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


<PAGE>
                                                    EXHIBIT 23.2


                 CONSENT OF INDEPENDENT AUDITORS
                 -------------------------------


The Board of Directors
Tricon Global Restaurants, Inc.:

We consent to the use of our audit reports incorporated herein by
reference and to the reference to our firm in the Registration
Statement on Form S-8 pertaining to the Restaurant Deferred
Compensation Plan.

/s/ KPMG LLP

Louisville, Kentucky
March 6, 2000

<PAGE>

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, on this 27th day of January,
2000, the undersigned directors and officers of Tricon Global
Restaurants, Inc. (the "Company") each constitutes and appoints
Christian L. Campbell and John P. Daly, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of the Company relating to the
Company's obligation to pay from time to time up to $7,200,000 of
deferred compensation obligations pursuant to the Restaurant
Deferred Compensation Plan, and any and all amendments thereto
(including post-effective amendments), and to file the same, with
all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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



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


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


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


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


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


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


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


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


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


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


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


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


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


                              /s/ John L. Weinberg
                              -----------------------------------
                              John L. Weinberg
[{"type": "S-8", "sequence": "1", "description": "TRICON RESTAURANT DEFERRED COMPENSATION PLAN S-8", "secsgml_size_bytes": 15319}]
{"company-data": {"conformed-name": "TRICON GLOBAL RESTAURANTS INC", "cik": "0001041061", "assigned-sic": "5812", "irs-number": "133951308", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32050", "film-number": "564645"}, "business-address": {"street1": "1441 GARDINER LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40213", "phone": "5028748300"}, "mail-address": {"street1": "1441 GARDINER LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40213"}, "former-company": {"former-conformed-name": "GREAT AMERICAN RESTAURANT CO", "date-changed": "19970618"}}
==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                              ---------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                              ---------------
                      TRICON GLOBAL RESTAURANTS, INC.
          (Exact name of registrant as specified in its charter)
          North Carolina                             13-3951308
   (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)               Identification No.)
                            1441 Gardiner Lane
                        Louisville, Kentucky  40213
       (Address of Principal Executive Offices, including Zip Code)
                              ---------------
                   RESTAURANT DEFERRED COMPENSATION PLAN
                         (Full title of the plan)
                              ---------------
                        Christian L. Campbell, Esq.
           Senior Vice President, General Counsel and Secretary
                      Tricon Global Restaurants, Inc.
                            1441 Gardiner Lane
                        Louisville, Kentucky 40213
                  (Name and address of agent for service)
                              ---------------
                              (502) 874-8300
       (Telephone number, including area code, of agent for service)
                              ---------------

                      CALCULATION OF REGISTRATION FEE
===========================================================================
                                          Proposed    Proposed
                                          maximum     maximum
        Title of              Amount      offering   aggregate   Amount of
     securities to            to be      price per    offering  registration
     be registered          registered obligation(2)  price(2)      fee
     -------------          ---------- -------------  --------  ------------
Deferred Compensation
  Obligations (1)...........$7,200,000      100%     $7,200,000    $1,901

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

(1)  The Deferred Compensation Obligations are unsecured obligations of
     Tricon Global Restaurants, Inc. to pay deferred compensation in the
     future in accordance with the terms of the Restaurant Deferred
     Compensation Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1).

===========================================================================
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

     Pursuant to General Instruction E of Form S-8, the contents
of the Registrant's previously-filed registration statement on
Form S-8 (File No. 333-36877) relating to the Restaurant Deferred
Compensation Plan are incorporated herein by reference.

                                2
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Louisville, Commonwealth of Kentucky, on the 6th day
of March, 2000.

                              TRICON GLOBAL RESTAURANTS, INC.

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

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

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

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

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

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

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

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

                                     3
Signature                Title                 Date
          ---------                -----                 ----

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

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

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

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

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

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

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

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

                                     4
INDEX TO EXHIBITS

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

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

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

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

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

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney

                                5
EXHIBIT 5.1

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

                                                   March 9, 2000

Ladies and Gentlemen:

     As Senior Vice President, General Counsel and Secretary of
Tricon Global Restaurants, Inc. ("Tricon"), I have acted as
counsel to Tricon in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed today with
the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the
"Act"), of $7,200,000 in unsecured obligations (the "Deferred
Compensation Obligations") of Tricon Global Restaurants, Inc. to
pay deferred compensation in the future in accordance with the
terms of the Restaurant Deferred Compensation Plan (the "Plan").

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

     Based upon the foregoing, it is my opinion that the Deferred
Compensation Obligations being registered pursuant to the
Registration Statement to which this opinion is an exhibit, when
incurred in accordance with the terms of the Plan, will be valid
and binding obligations of Tricon, enforceable in accordance with
their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditor's rights or by
general equity principles.

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

                              Very truly yours,

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

                 CONSENT OF INDEPENDENT AUDITORS
                 -------------------------------

The Board of Directors
Tricon Global Restaurants, Inc.:

We consent to the use of our audit reports incorporated herein by
reference and to the reference to our firm in the Registration
Statement on Form S-8 pertaining to the Restaurant Deferred
Compensation Plan.

/s/ KPMG LLP

Louisville, Kentucky
March 6, 2000
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, on this 27th day of January,
2000, the undersigned directors and officers of Tricon Global
Restaurants, Inc. (the "Company") each constitutes and appoints
Christian L. Campbell and John P. Daly, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of the Company relating to the
Company's obligation to pay from time to time up to $7,200,000 of
deferred compensation obligations pursuant to the Restaurant
Deferred Compensation Plan, and any and all amendments thereto
(including post-effective amendments), and to file the same, with
all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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