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

                      CALCULATION OF REGISTRATION FEE
===========================================================================
                                      Proposed     Proposed
                                      maximum      maximum
        Title of            Amount    offering    aggregate    Amount of
     securities to          to be    price per     offering   registration
     be registered        registered  share(1)     price(1)       fee
     -------------        ---------- ---------    ---------   ------------
Common Stock, no par
  value .................  500,000   $26.71875   $13,359,375     $3,527
                            shares
Preferred Stock Purchase
  Rights (2).............    None       None         None         None

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

===========================================================================
<PAGE>

   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. 333-36895) relating to the Tricon Long Term
Incentive 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
          ---------                -----                 ----

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

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

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

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

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

                                     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)

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

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

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

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney


                                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 500,000 shares of Tricon Common Stock pursuant to the
Tricon Long Term Incentive Plan (the "Plan").

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

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

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

                              Very truly yours,



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

<PAGE>
                                                    EXHIBIT 23.2


                 CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Tricon Global Restaurants, Inc.:

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

/s/ KPMG LLP

Louisville, Kentucky
March 6, 2000
<PAGE>

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, on this 27th day of January,
2000, the undersigned directors and officers of Tricon Global
Restaurants, Inc. (the "Company") each constitutes and appoints
Christian L. Campbell and John P. Daly, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of the Company relating to the
Company's issuance and sale from time to time of up to 500,000
shares of its Common Stock, no par value per share, pursuant to
the Tricon 1997 Long Term Incentive Plan, and any and all
amendments thereto (including post-effective amendments), and to
file the same, with all exhibits thereto, and all other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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


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


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


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


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

<PAGE>
                              /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 LONG TERM INCENTIVE PLAN S-8", "secsgml_size_bytes": 15663}]
{"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": "333-32046", "film-number": "564640"}, "business-address": {"street1": "1441 GARDINER LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40213", "phone": "5028748300"}, "mail-address": {"street1": "1441 GARDINER LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40213"}, "former-company": {"former-conformed-name": "GREAT AMERICAN RESTAURANT CO", "date-changed": "19970618"}}
===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                              ---------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                              --------------
                      TRICON GLOBAL RESTAURANTS, INC.
          (Exact name of registrant as specified in its charter)
          North Carolina                             13-3951308
   (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)               Identification No.)
                            1441 Gardiner Lane
                        Louisville, Kentucky  40213
       (Address of Principal Executive Offices, including Zip Code)
                              ---------------
                      TRICON LONG TERM INCENTIVE PLAN
                         (Full title of the plan)
                              --------------
                        Christian L. Campbell, Esq.
           Senior Vice President, General Counsel and Secretary
                      Tricon Global Restaurants, Inc.
                            1441 Gardiner Lane
                        Louisville, Kentucky 40213
                  (Name and address of agent for service)
                              ---------------
                              (502) 874-8300
       (Telephone number, including area code, of agent for service)
                              ---------------

                      CALCULATION OF REGISTRATION FEE
===========================================================================
                                      Proposed     Proposed
                                      maximum      maximum
        Title of            Amount    offering    aggregate    Amount of
     securities to          to be    price per     offering   registration
     be registered        registered  share(1)     price(1)       fee
     -------------        ---------- ---------    ---------   ------------
Common Stock, no par
  value .................  500,000   $26.71875   $13,359,375     $3,527
                            shares
Preferred Stock Purchase
  Rights (2).............    None       None         None         None

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

===========================================================================
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. 333-36895) relating to the Tricon Long Term
Incentive 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
          ---------                -----                 ----

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

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

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

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

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

                                     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)

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

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

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

23.2      -    Consent of KPMG LLP

24.1      -    Powers of attorney

                                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 500,000 shares of Tricon Common Stock pursuant to the
Tricon Long Term Incentive Plan (the "Plan").

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

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

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

                              Very truly yours,

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

                 CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Tricon Global Restaurants, Inc.:

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

/s/ KPMG LLP

Louisville, Kentucky
March 6, 2000
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, on this 27th day of January,
2000, the undersigned directors and officers of Tricon Global
Restaurants, Inc. (the "Company") each constitutes and appoints
Christian L. Campbell and John P. Daly, and each of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of the Company relating to the
Company's issuance and sale from time to time of up to 500,000
shares of its Common Stock, no par value per share, pursuant to
the Tricon 1997 Long Term Incentive Plan, and any and all
amendments thereto (including post-effective amendments), and to
file the same, with all exhibits thereto, and all other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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