<PAGE>   1
         As filed with the Securities and Exchange Commission on August 18, 1999

                                                           REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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



              THE SEAGRAM COMPANY LTD.-- LA COMPAGNIE SEAGRAM LTEE
                          (Exact name of Registrant as
                            specified in its charter)

                                     CANADA
                         (State or other jurisdiction of
                         incorporation or organization)
                                      NONE
                                (I.R.S. Employer
                             Identification Number)
                                1430 PEEL STREET
                        MONTREAL, QUEBEC, CANADA H3A 1S9
    (Address, including zip code, of Registrant's principal executive office)



    POLYGRAM HOLDING, INC. DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES

               THE SEAGRAM COMPANY LTD. 1996 STOCK INCENTIVE PLAN


                            (Full title of the Plans)
                               ------------------

                              ROBERT W. MATSCHULLAT
                         JOSEPH E. SEAGRAM & SONS, INC.
                                 375 PARK AVENUE
                            NEW YORK, NEW YORK 10152
                                 (212) 572-7000
            (Name, address, including zip code, and telephone number,
             including area code, of Registrant's agent for service
            and authorized representative of Registrant in the United
                                     States)
                               ------------------

                                   COPIES TO:
                           GEORGE R. KROUSE, JR, ESQ.
                              SARAH E. COGAN, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017

                               ------------------
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                       PROPOSED              PROPOSED
              TITLE OF                                                 MAXIMUM                MAXIMUM              AMOUNT OF
           SECURITIES TO                      AMOUNT TO             OFFERING PRICE           AGGREGATE           REGISTRATION
           BE REGISTERED                    BE REGISTERED            PER SHARE(1)         OFFERING PRICE            FEE(1)
<S>                                         <C>                     <C>                   <C>                    <C>
Common shares without
nominal or par value(2)(3)..........         25,200,000              $49.80               $1,254,960,000          $348,879
=============================================================================================================================
</TABLE>


(1)   Pursuant to Rule 457 under the Securities Act of 1933 the proposed maximum
      offering price per share and the registration fee relating to the common
      shares being registered have been based on the average of the high and low
      prices of the common shares reported on the New York Stock Exchange
      Composite Tape on August 13, 1999.

(2)   The shares are issuable pursuant to the respective plans as follows:
      PolyGram Holding, Inc. Deferred Savings and Investment Plan for Employees
      - 200,000 shares; The Seagram Company Ltd. 1996 Stock Incentive Plan -
      25,000,000 shares.

(3)   There is also being registered hereunder such additional undetermined
      amount of common shares as may be needed as a result of stock dividends,
      stock splits or other similar adjustments of the outstanding common
      shares.


In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
<PAGE>   3
                                     PART I


ITEM  1. PLAN INFORMATION.

      Not required to be filed with this Registration Statement.


ITEM  2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Not required to be filed with this Registration Statement.


                                     PART II


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
by the Company are hereby incorporated in this Registration Statement by
reference:

         (1)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1998, as amended.

         (2)      The Company's Quarterly Report on Form 10-Q for the quarterly
                  periods ended September 30, 1998, December 31, 1998 and March
                  31, 1999.

         (3)      The Company's Current Reports on Form 8-K dated July 20, 1998,
                  August 4, 1998, August 25, 1998, as amended, September 1,
                  1998, as amended, November 10, 1998, November 16,1998,
                  November 24, 1998, December 6, 1998, December 9, 1998,
                  December 10, 1998, as amended, December 14, 1998, April 7,
                  1999 and May 13, 1999.

         (4)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act, since June 30, 1998.

         (5)      The PolyGram Holding, Inc. Deferred Savings and Investment
                  Plan for Employees Annual Report on Form 11-K for the fiscal
                  year ended December 31, 1998.

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


ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.
<PAGE>   4
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 7.03--Insurance. Subject to the limitations contained in the
         Act, the Corporation may purchase and maintain such insurance for the
         benefit of the persons mentioned in Section 7.02, as the board may from
         time to time determine."
<PAGE>   5
      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


ITEM 8.    EXHIBITS.

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

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

         4(c)     PolyGram Holding, Inc. Deferred Savings and Investment Plan
                  for Employees

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

         5        Opinion of Goodman Phillips & Vineberg

         23(a)    Consent of PricewaterhouseCoopers LLP, independent
                  accountants, with respect to the financial statements of The
                  Seagram Company Ltd.

         23(b)    Consent of KPMG Accountants N.V., independent accountants,
                  with respect to the financial statements of PolyGram N.V.

         23(c)    Consent of Guttierrez & Co., independent accountants, with
                  respect to the financial statements of the PolyGram Holding,
                  Inc. Deferred Savings and Investment Plan for Employees

         23(d)    Consent of Goodman Phillips & Vineberg (included in Exhibit 5)

         24       Power of Attorney


ITEM 9.    UNDERTAKINGS.

      The Company hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;
<PAGE>   6
                  (iii)To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information set forth in this
         Registration Statement;

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

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

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

         (4) That, for purposes of determining any liability under the
      Securities Act, each filing of the Registrant's annual report pursuant to
      Section 13(a) or Section 15(d) of the Exchange Act (and each filing of
      each plan's annual report pursuant to Section 15(d) of the Exchange Act)
      that is incorporated by reference in this Registration Statement shall be
      deemed to be a new registration statement relating to the securities
      offered herein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

         (5) 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 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.

         (6) To submit the PolyGram Holding, Inc. Deferred Savings and
      Investment Plan for Employees, and any amendment thereto, to the Internal
      Revenue Service (the "IRS") in a timely manner and will make all changes
      required by the IRS in order to qualify such Plan under Section 401 of the
      Internal Revenue Code.
<PAGE>   7
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, The Seagram
Company Ltd. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 18th day of
August, 1999.

                                             THE SEAGRAM COMPANY LTD.
                                                   (Registrant)

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

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities at The Seagram Company Ltd. indicated on the 18th day of August,
1999.



PRINCIPAL EXECUTIVE OFFICER:


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


PRINCIPAL FINANCIAL OFFICER AND AGENT FOR SERVICE:

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

PRINCIPAL ACCOUNTING OFFICER:

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

DIRECTORS:


Edgar M. Bronfman*
Charles R. Bronfman*
Samuel Bronfman II*
Matthew W. Barrett*
Laurent Beaudoin*
Cornelis Boonstra*
Richard H. Brown*
William G. Davis*
Andre Desmarais*
Barry Diller*
Michele J. Hooper*
David L. Johnston*
E. Leo Kolber*
Marie-Josee Kravis*
Samuel Minzberg*
John S. Weinberg*
<PAGE>   8
      * By signing his name hereto, Daniel R. Paladino signs this Registration
Statement on behalf of each of the persons indicated above pursuant to a power
of attorney duly executed by such persons and filed with the Securities and
Exchange Commission.



By      /s/ Daniel R. Paladino
   --------------------------------------
   (Daniel R. Paladino, Attorney-in-fact)
<PAGE>   9
           Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 18th day of August, 1999.

                                         POLYGRAM HOLDING, INC. DEFERRED SAVINGS
                                         AND INVESTMENT PLAN FOR EMPLOYEES



                               By        /s/ Kelly DeMasi
                                  ---------------------------------------------
                                         Kelly DeMasi
                                         Member of Administrative Committee



                               By        /s/ Eric Scoones
                                  ---------------------------------------------
                                         Eric Scoones
                                         Member of Administrative Committee


                               By        /s/ John R. Toren
                                  ---------------------------------------------
                                         John R.Toren
                                         Member of Administrative Committee
<PAGE>   10
                                    EXHIBIT INDEX


        EXHIBIT
        NUMBER                   DESCRIPTION OF EXHIBIT

         4(a)     Articles of Amalgamation dated February 1, 1995 between the
                  Company and Centenary Distillers Ltd. (incorporated by
                  reference to Exhibit 3(a) of the Company's Annual Report on
                  Form 10-K for the fiscal year ended January 31, 1995), as
                  amended by Certificate and Articles of Amendment dated May 31,
                  1995 (incorporated by reference to Exhibit 3(a) of the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 30, 1995)
         4(b)     General By-Laws of the Company, as amended (incorporated by
                  reference to Exhibit 3(b) to the Company's Quarterly Report on
                  Form 10-Q for the fiscal quarter ended April 30, 1996)
         4(c)*    PolyGram Holding, Inc. Deferred Savings and Investment Plan
                  for Employees
         4(d)*    The Seagram Company Ltd. 1996 Stock Incentive Plan
         5*       Opinion of Goodman Phillips & Vineberg
         23(a)*   Consent of PricewaterhouseCoopers LLP, independent
                  accountants, with respect to the financial statements of The
                  Seagram Company Ltd.
         23(b)*   Consent of KPMG Accountants N.V., independent accountants,
                  with respect to the financial statements of PolyGram N.V.

         23(c)*   Consent of Guttierrez & Co., independent accountants, with
                  respect to the financial statements of the PolyGram Holding,
                  Inc. Deferred Savings and Investment Plan for Employees

         23(d)*   Consent of Goodman Phillips & Vineberg (included in Exhibit 5)

         24*      Power of Attorney


____________________
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26183}]
{"company-data": {"conformed-name": "SEAGRAM CO LTD", "cik": "0000088188", "assigned-sic": "2080", "irs-number": "000000000", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85485", "film-number": "99695384"}, "business-address": {"street1": "1430 PEEL ST", "street2": "H3A 1S9", "city": "MONTREAL QUEBEC CANA", "state": "A8", "phone": "5148495271"}, "mail-address": {"street1": "C/O JOSEPH E SEAGRAM & SONS INC", "street2": "375 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10152"}}
1
         As filed with the Securities and Exchange Commission on August 18, 1999

                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

              THE SEAGRAM COMPANY LTD.-- LA COMPAGNIE SEAGRAM LTEE
                          (Exact name of Registrant as
                            specified in its charter)

                                     CANADA
                         (State or other jurisdiction of
                         incorporation or organization)
                                      NONE
                                (I.R.S. Employer
                             Identification Number)
                                1430 PEEL STREET
                        MONTREAL, QUEBEC, CANADA H3A 1S9
    (Address, including zip code, of Registrant's principal executive office)

    POLYGRAM HOLDING, INC. DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES

               THE SEAGRAM COMPANY LTD. 1996 STOCK INCENTIVE PLAN

                            (Full title of the Plans)
                               ------------------

                              ROBERT W. MATSCHULLAT
                         JOSEPH E. SEAGRAM & SONS, INC.
                                 375 PARK AVENUE
                            NEW YORK, NEW YORK 10152
                                 (212) 572-7000
            (Name, address, including zip code, and telephone number,
             including area code, of Registrant's agent for service
            and authorized representative of Registrant in the United
                                     States)
                               ------------------

                                   COPIES TO:
                           GEORGE R. KROUSE, JR, ESQ.
                              SARAH E. COGAN, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017

                               ------------------
2
                         CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                       PROPOSED              PROPOSED
              TITLE OF                                                 MAXIMUM                MAXIMUM              AMOUNT OF
           SECURITIES TO                      AMOUNT TO             OFFERING PRICE           AGGREGATE           REGISTRATION
           BE REGISTERED                    BE REGISTERED            PER SHARE(1)         OFFERING PRICE            FEE(1)
Common shares without
nominal or par value(2)(3)..........         25,200,000              $49.80               $1,254,960,000          $348,879
=============================================================================================================================
(1)   Pursuant to Rule 457 under the Securities Act of 1933 the proposed maximum
      offering price per share and the registration fee relating to the common
      shares being registered have been based on the average of the high and low
      prices of the common shares reported on the New York Stock Exchange
      Composite Tape on August 13, 1999.

(2)   The shares are issuable pursuant to the respective plans as follows:
      PolyGram Holding, Inc. Deferred Savings and Investment Plan for Employees
      - 200,000 shares; The Seagram Company Ltd. 1996 Stock Incentive Plan -
      25,000,000 shares.

(3)   There is also being registered hereunder such additional undetermined
      amount of common shares as may be needed as a result of stock dividends,
      stock splits or other similar adjustments of the outstanding common
      shares.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
3
                                     PART I

ITEM  1. PLAN INFORMATION.

      Not required to be filed with this Registration Statement.

ITEM  2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Not required to be filed with this Registration Statement.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
by the Company are hereby incorporated in this Registration Statement by
reference:

         (1)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1998, as amended.

         (2)      The Company's Quarterly Report on Form 10-Q for the quarterly
                  periods ended September 30, 1998, December 31, 1998 and March
                  31, 1999.

         (3)      The Company's Current Reports on Form 8-K dated July 20, 1998,
                  August 4, 1998, August 25, 1998, as amended, September 1,
                  1998, as amended, November 10, 1998, November 16,1998,
                  November 24, 1998, December 6, 1998, December 9, 1998,
                  December 10, 1998, as amended, December 14, 1998, April 7,
                  1999 and May 13, 1999.

         (4)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act, since June 30, 1998.

         (5)      The PolyGram Holding, Inc. Deferred Savings and Investment
                  Plan for Employees Annual Report on Form 11-K for the fiscal
                  year ended December 31, 1998.

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

ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.
4
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 7.03--Insurance. Subject to the limitations contained in the
         Act, the Corporation may purchase and maintain such insurance for the
         benefit of the persons mentioned in Section 7.02, as the board may from
         time to time determine."
5
      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.    EXHIBITS.

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

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

         4(c)     PolyGram Holding, Inc. Deferred Savings and Investment Plan
                  for Employees

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

         5        Opinion of Goodman Phillips & Vineberg

         23(a)    Consent of PricewaterhouseCoopers LLP, independent
                  accountants, with respect to the financial statements of The
                  Seagram Company Ltd.

         23(b)    Consent of KPMG Accountants N.V., independent accountants,
                  with respect to the financial statements of PolyGram N.V.

         23(c)    Consent of Guttierrez & Co., independent accountants, with
                  respect to the financial statements of the PolyGram Holding,
                  Inc. Deferred Savings and Investment Plan for Employees

         23(d)    Consent of Goodman Phillips & Vineberg (included in Exhibit 5)

         24       Power of Attorney

ITEM 9.    UNDERTAKINGS.

      The Company hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;
6
                  (iii)To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information set forth in this
         Registration Statement;

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

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

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

         (4) That, for purposes of determining any liability under the
      Securities Act, each filing of the Registrant's annual report pursuant to
      Section 13(a) or Section 15(d) of the Exchange Act (and each filing of
      each plan's annual report pursuant to Section 15(d) of the Exchange Act)
      that is incorporated by reference in this Registration Statement shall be
      deemed to be a new registration statement relating to the securities
      offered herein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

         (5) 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 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.

         (6) To submit the PolyGram Holding, Inc. Deferred Savings and
      Investment Plan for Employees, and any amendment thereto, to the Internal
      Revenue Service (the "IRS") in a timely manner and will make all changes
      required by the IRS in order to qualify such Plan under Section 401 of the
      Internal Revenue Code.
7
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, The Seagram
Company Ltd. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 18th day of
August, 1999.

                                             THE SEAGRAM COMPANY LTD.
                                                   (Registrant)

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

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities at The Seagram Company Ltd. indicated on the 18th day of August,
1999.

PRINCIPAL EXECUTIVE OFFICER:

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

PRINCIPAL FINANCIAL OFFICER AND AGENT FOR SERVICE:

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

PRINCIPAL ACCOUNTING OFFICER:

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

DIRECTORS:

Edgar M. Bronfman*
Charles R. Bronfman*
Samuel Bronfman II*
Matthew W. Barrett*
Laurent Beaudoin*
Cornelis Boonstra*
Richard H. Brown*
William G. Davis*
Andre Desmarais*
Barry Diller*
Michele J. Hooper*
David L. Johnston*
E. Leo Kolber*
Marie-Josee Kravis*
Samuel Minzberg*
John S. Weinberg*
8
      * By signing his name hereto, Daniel R. Paladino signs this Registration
Statement on behalf of each of the persons indicated above pursuant to a power
of attorney duly executed by such persons and filed with the Securities and
Exchange Commission.

By      /s/ Daniel R. Paladino
   --------------------------------------
   (Daniel R. Paladino, Attorney-in-fact)
9
           Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 18th day of August, 1999.

                                         POLYGRAM HOLDING, INC. DEFERRED SAVINGS
                                         AND INVESTMENT PLAN FOR EMPLOYEES

                               By        /s/ Kelly DeMasi
                                  ---------------------------------------------
                                         Kelly DeMasi
                                         Member of Administrative Committee

                               By        /s/ Eric Scoones
                                  ---------------------------------------------
                                         Eric Scoones
                                         Member of Administrative Committee

                               By        /s/ John R. Toren
                                  ---------------------------------------------
                                         John R.Toren
                                         Member of Administrative Committee
10
                                    EXHIBIT INDEX

        EXHIBIT
        NUMBER                   DESCRIPTION OF EXHIBIT

         4(a)     Articles of Amalgamation dated February 1, 1995 between the
                  Company and Centenary Distillers Ltd. (incorporated by
                  reference to Exhibit 3(a) of the Company's Annual Report on
                  Form 10-K for the fiscal year ended January 31, 1995), as
                  amended by Certificate and Articles of Amendment dated May 31,
                  1995 (incorporated by reference to Exhibit 3(a) of the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 30, 1995)
         4(b)     General By-Laws of the Company, as amended (incorporated by
                  reference to Exhibit 3(b) to the Company's Quarterly Report on
                  Form 10-Q for the fiscal quarter ended April 30, 1996)
         4(c)*    PolyGram Holding, Inc. Deferred Savings and Investment Plan
                  for Employees
         4(d)*    The Seagram Company Ltd. 1996 Stock Incentive Plan
         5*       Opinion of Goodman Phillips & Vineberg
         23(a)*   Consent of PricewaterhouseCoopers LLP, independent
                  accountants, with respect to the financial statements of The
                  Seagram Company Ltd.
         23(b)*   Consent of KPMG Accountants N.V., independent accountants,
                  with respect to the financial statements of PolyGram N.V.

         23(c)*   Consent of Guttierrez & Co., independent accountants, with
                  respect to the financial statements of the PolyGram Holding,
                  Inc. Deferred Savings and Investment Plan for Employees

         23(d)*   Consent of Goodman Phillips & Vineberg (included in Exhibit 5)

         24*      Power of Attorney

____________________
*Filed herewith