<PAGE>   1
  As filed with the Securities and Exchange Commission on October 9, 2001

                                                      Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                               Kraft Foods Inc.
            (Exact name of registrant as specified in its charter)

            Virginia                                52-2884372
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)               Identification Number)

       Three Lakes Drive                              60093
      Northfield, Illinois                          (Zip Code)
     (Address of Principal
       Executive Offices)

                            Kraft Foods Thrift Plan
              Kraft Foods TIP Plan (formerly known as Kraft Foods
                        Employee Thrift-Investment Plan)
                     Nabisco, Inc. Capital Investment Plan
                      Nabisco, Inc. Employee Savings Plan
                           (Full titles of the plans)

                             Calvin J. Collier, Esq.
                                 General Counsel
                                Kraft Foods Inc.
                                Three Lakes Drive
                           Northfield, Illinois 60093
                     (Name and address of agent for service)
                                 (847) 646-2805
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________________
                                                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________________________________________

                                                                                    Proposed
                                                                                     maximum          Proposed
                                                                  Amount to         offering           maximum
 Title of securities                                                  be              price           aggregate        Amount of
  to be registered                     Title of Plan              registered        per share(1) offering price(1)  registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                        <C>              <C>             <C>                <C>
Class A common stock, no par value   Kraft Foods Thrift Plan    43,000,000   shs. (2)  $  34.17    $ 1,469,310,000     $ 367,327.50
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, no par value   Kraft Foods TIP Plan        3,000,000   shs. (2)  $  34.17    $   102,510,000     $  25,627.50
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, no par value   Nabisco, Inc. Capital
                                       Investment Plan          13,000,000   shs. (2)  $  34.17    $   444,210,000     $ 111,052.50
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, no par value   Nabisco, Inc.  Employee
                                         Savings Plan            3,000,000   shs. (2)  $  34.17    $   102,510,000     $  25,627.50
------------------------------------------------------------------------------------------------------------------------------------
                                                         Total: 62,000,000   shs. (2)              $ 2,118,540,000     $ 529,635.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Estimated solely for the purpose of computing the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices for the Class A common stock
reported in the consolidated reporting system on October 1, 2001.

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.

(2) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.







<PAGE>   2



                               Explanatory Note

      In December 2000, Kraft Foods Inc. (the "Company") acquired all of the
outstanding shares of Nabisco Holdings Corp. Prior to June 13, 2001, the Company
was a wholly-owned subsidiary of Philip Morris Companies Inc. ("Philip Morris").
On June 13, 2001, the Company completed an initial public offering of
280,000,000 shares of its Class A common stock. Immediately after the initial
public offering, Philip Morris owned common stock representing 97.7% of the
combined voting power of the Company's common stock.

      Presently, the Kraft Foods Thrift Plan (the "Thrift Plan") and the Kraft
Foods TIP Plan (the "TIP Plan" and together with the Thrift Plan, the "Kraft
Plans") offer shares of Philip Morris common stock to eligible participants of
the respective Kraft Plan pursuant to the provisions of the respective Kraft
Plan and, in the case of the Thrift Plan, Philip Morris' Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act")
(Registration No. 33-37115), and, in the case of the TIP Plan, Philip Morris'
Registration Statement on Form S-8 filed with the Commission under the
Securities Act (Registration No. 33-1479).

      The Thrift Plan and the TIP Plan have now been amended to offer the
Company's Class A common stock to eligible participants of the Kraft Plans. The
Nabisco, Inc. Capital Investment Plan (the "CIP Plan") and the Nabisco, Inc.
Employee Savings Plan (the "ESP Plan" and together with the CIP Plan, the
"Nabisco Plans") also have now been amended to offer the Company's Class A
common stock and Philip Morris' common stock to eligible participants of the
Nabisco Plans.

      This Registration Statement is being filed for the purpose of registering
62,000,000 shares of Class A common stock of the Company, together with an
indeterminate amount of interests to be issued pursuant to the Kraft Plans and
the Nabisco Plans. Philip Morris has filed a separate Registration Statement on
Form S-8 today to register 11,000,000 shares of its common stock, together with
an indeterminate amount of interest to be issued pursuant to the Nabisco Plans.
The Thrift Plan, the TIP Plan, the CIP Plan and the ESP Plan are filed herewith
as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

            Not required to be filed with the Commission.

Item 2.     Registrant Information and Employee Plan Annual Information.

            Not required to be filed with the Commission.


                                       2
<PAGE>   3
                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.


            The following documents filed by the Company with the Commission
(File No. 1-16483) are incorporated herein by reference and made a part hereof:


            (i)    the prospectus of the Company filed pursuant to Rule
                   424(b) under the Securities Act, dated June 12, 2001,
                   with respect to the registration statement on Form S-1,
                   as amended (Registration No. 333-57162) (the
                   "Prospectus");

            (ii)   the annual reports on Form 11-K for each of the Kraft
                   Plans for the year ended December 31, 2000, filed with
                   the Commission on June 12, 2001;

            (iii)  the annual reports on Form 11-K for each of the Nabisco
                   Plans for the year ended December 30, 2000, filed with
                   the Commission on October 5, 2001;

            (iv)   the Company's Current Report on Form 8-K, filed with the
                   Commission on August 10, 2001;

            (v)    the Company's Quarterly Report on Form 10-Q for the
                   quarterly period ended June 30, 2001; and

            (vi)   the description of the Company's Class A common stock
                   contained in the Company's Registration Statement on
                   Form 8-A dated May 9, 2001, including any subsequent
                   amendment or any report filed for the purpose of
                   updating such description.

            All annual reports of the Kraft Plans and the Nabisco Plans
subsequently filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and all documents subsequently
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that 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 of such
documents. Any statement contained in a document 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 that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

            The Virginia Stock Corporation Act (the "VSCA") permits, and the
Company's Articles of Incorporation require, indemnification of the Registrant's
directors, officers and controlling persons in a variety of circumstances, which
may include indemnification for liabilities under the Securities Act. The
Company's Articles of Incorporation require the Company to indemnify its
directors, officers and controlling persons to the full extent permitted by the
VSCA. Sections 13.01-697 and 13.01-702 of the VSCA generally authorize a
Virginia corporation to indemnify its directors, officers, employees or agents
in civil or criminal actions if they acted in good faith and believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct

                                       3
<PAGE>   4
was unlawful. Section 13.01-704 of the VSCA also provides that a Virginia
corporation has the power to make any further indemnity to any director,
officer, employee or agent, including under its articles of incorporation or any
bylaw or shareholder resolution, except an indemnity against their willful
misconduct or a knowing violation of the criminal law.

            The Company's Articles of Incorporation also provide that, to the
full extent that the VSCA permits the limitation or elimination of the liability
of directors, officers and certain controlling persons, no director, officer or
such controlling person of the Company shall be liable to the Company or its
shareholders for monetary damages arising out of any transaction, occurrence or
course of conduct. Section 13.1-692.1 of the VSCA presently permits the
elimination of liability of directors and officers in any proceeding brought by
or in the right of a corporation or brought by or on behalf of shareholders of a
corporation, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law, including, without limitation, any unlawful insider
trading or manipulation of the market for any security. Sections 13.1-692.1 and
13.1-696 to -704 of the VSCA are hereby incorporated by reference herein.

            The Company carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the Securities Act.

Item 7.     Exemption From Registration Claimed.

            Not applicable.

Item 8.     Exhibits.


<TABLE>
<CAPTION>
Exhibit
  No.      Description
-------    -----------
<S>        <C>
   4.1     Kraft Foods Thrift Plan, as amended (filed herewith).

   4.2     Kraft Foods TIP Plan, as amended (filed herewith).

   4.3     Nabisco, Inc. Capital Investment Plan, as amended (filed
           herewith).

   4.4     Nabisco, Inc. Employee Savings Plan, as amended (filed herewith).

   4.5     Articles of Incorporation of the Company (incorporated by
           reference to Exhibit 3.1 to the Company's Form S-1, filed with
           the Commission on March 16, 2001 (Reg. No. 333-57162)).

   4.6     Articles of Amendment to the Articles of Incorporation of the
           Company (incorporated by reference to Exhibit 3.2 to the Company's
           Form S-1, filed with the Commission on March 16, 2001).

   4.7     Amended and Restated Bylaws of the Company (incorporated by
           reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
           S-1, filed with the Commission on June 8, 2001).

   5.1     Opinion of Hunton & Williams as to the legality of the securities
           being registered (filed herewith).
</TABLE>

                                       4
<PAGE>   5

<TABLE>
<CAPTION>
<S>                <C>
   5.2      In lieu of the opinion of counsel or determination letter
            contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby
            confirms that it has submitted the Kraft Plans and undertakes that
            it will submit all amendments thereto to the Internal Revenue
            Service (the "IRS") in a timely manner, and that it has made or will
            make all changes required by the IRS in order to qualify the Kraft
            Plans under Section 401 of the Internal Revenue Code.

   23.1     Consent of Hunton & Williams (included in Exhibit 5).

   23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants
            (filed herewith).

   23.3     Consent of Deloitte & Touche LLP, Independent Auditors (filed
            herewith).

Item 9.     Undertakings.
</TABLE>

    (a)     The undersigned registrant hereby undertakes:

            1.    To file, during any period in which offers or sales are 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 the
                        registration statement (or the most recent
                        post-effective amendment thereof) which,
                        individually or in the aggregate, represent a
                        fundamental change in the information set forth in
                        the registration statement; and

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 the
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.

    (b)     The undersigned registrant hereby undertakes 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 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.

                                       5
<PAGE>   6
     (c)    Insofar asindemnification for liabilities arising under the
Securities 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 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 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 Securities Act and will be governed
by the final adjudication of such issue.


                                       6
<PAGE>   7

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Northfield, State of Illinois, on the 9th day of
October, 2001.

                                    KRAFT FOODS INC.



                                    By:         /s/ JAMES P. DOLLIVE
                                       --------------------------------------
                                    Name:    James P. Dollive
                                    Title:   Senior Vice President and
                                             Chief Financial Officer

                                       7
<PAGE>   8


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

<TABLE>
<CAPTION>

            Signature                     Title                                        Date
            ---------                     -----                                        ----
<S>                                   <C>                                       <C>
                                      Co-Chief Executive                        October 9, 2001
       /s/ Betsy D. Holden            Officer and Director
 -------------------------------      (principal co-executive officer)
           Betsy D. Holden






      /s/ Roger K. Deromedi           Co-Chief Executive                        October 9, 2001
 -------------------------------      Officer and Director
          Roger K. Deromedi           (principal co-executive officer)







      /s/ James P. Dollive            Senior Vice President                     October 9, 2001
--------------------------------      and Chief Financial
          James P. Dollive            Officer (principal
                                      financial officer)

      /s/ John F. Mowrer, III         Vice President and                        October 9, 2001
--------------------------------      Controller (principal
          John F. Mowrer, III         accounting officer)

      /s/ Geoffrey C. Bible
--------------------------------      Director                                  October 9, 2001
          Geoffrey C. Bible

     /s/ Louis C. Camilleri
--------------------------------      Director                                  October 9, 2001
         Louis C. Camilleri


--------------------------------      Director
        W. James Farrell


--------------------------------      Director
          John C. Pope


--------------------------------      Director
        Mary L. Schapiro

       /s/ William H. Webb
--------------------------------      Director                                  October 9, 2001
         William H. Webb


--------------------------------      Director
        Deborah C. Wright

</TABLE>

                                       8
<PAGE>   9

      Pursuant to the requirements of the Securities Act, the Management
Committee for Employee Benefits of Kraft Foods North America, Inc. having
administrative responsibility of the Kraft Foods Thrift Plan, has duly caused
this Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield, State of Illinois, on the 9th day of
October, 2001.

                                    KRAFT FOODS THRIFT PLAN


                                    By:     /s/ TERRY M. FAULK
                                       -----------------------------------
                                          Name:  Terry M. Faulk
                                          Title: Chairman, Management
                                                 Committee for Employee Benefits

      Pursuant to the requirements of the Securities Act, the Management
Committee for Employee Benefits of Kraft Foods North America, Inc. having
administrative responsibility of the Kraft Foods TIP Plan, has duly caused this
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield, State of Illinois, on the 9th day of
October, 2001.

                                    KRAFT FOODS TIP PLAN


                                    By:     /s/ TERRY M. FAULK
                                       -----------------------------------
                                          Name:  Terry M. Faulk
                                          Title: Chairman, Management
                                                 Committee for Employee Benefits

      Pursuant to the requirements of the Securities Act, the Nabisco
Employee Benefits Committee, having administrative responsibility of the
Nabisco, Inc. Capital Investment Plan, has duly caused this Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Northfield, State of Illinois, on the 9th day of October, 2001.

                                    NABISCO, INC. CAPITAL INVESTMENT PLAN


                                    By:        /s/ JILL K. YOUMAN
                                       -----------------------------------
                                          Name:  Jill K. Youman
                                          Title: Vice President,
                                                 Human Resources, Benefits

      Pursuant to the requirements of the Securities Act, the Nabisco
Employee Benefits Committee, having administrative responsibility of the
Nabisco, Inc. Employee Savings Plan, has duly caused this Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Northfield, State of Illinois, on the 9th day of October, 2001.

                                    NABISCO, INC. EMPLOYEE SAVINGS PLAN

                                    By:        /s/ JILL K. YOUMAN
                                       -----------------------------------
                                          Name:  Jill K. Youman
                                          Title: Vice President,
                                                 Human Resources, Benefits

                                       9
<PAGE>   10



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit
   No.      Description
 -------    -----------
<S>         <C>
   4.1      Kraft Foods Thrift Plan, as amended (filed herewith).

   4.2      Kraft Foods TIP Plan, as amended (filed herewith).

   4.3      Nabisco, Inc. Capital Investments Plan, as amended (filed
            herewith).

   4.4      Nabisco, Inc. Employee Savings Plan, as amended (filed herewith).

   4.5      Articles of Incorporation of the Company (incorporated by
            reference to Exhibit 3.1 to the Company's Form S-1, filed with
            the Commission on March 16, 2001 (Reg. No. 333-57162)).

   4.6      Articles of Amendment to the Articles of Incorporation of the
            Company (incorporated by reference to Exhibit 3.2 to the Company's
            Form S-1, filed with the Commission on March 16, 2001).

   4.7      Amended and Restated Bylaws of the Company (incorporated by
            reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
            S-1, filed with the Commission on June 8, 2001).

   5.1      Opinion of Hunton & Williams as to the legality of the securities
            being registered (filed herewith).

   5.2      In lieu of the opinion of counsel or determination letter
            contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby
            confirms that it has submitted the Kraft Plans and undertakes that
            it will submit all amendments thereto to the Internal Revenue
            Service (the "IRS") in a timely manner, and that it has made or will
            make all changes required by the IRS in order to qualify the Kraft
            Plans under Section 401 of the Internal Revenue Code.

   23.1     Consent of Hunton & Williams (included in Exhibit 5).

   23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants
            (filed herewith).

   23.3     Consent of Deloitte & Touche LLP, Independent Auditors (filed
            herewith).

</TABLE>


                                       10
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1
  As filed with the Securities and Exchange Commission on October 9, 2001

                                                      Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                               Kraft Foods Inc.
            (Exact name of registrant as specified in its charter)

            Virginia                                52-2884372
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)               Identification Number)

       Three Lakes Drive                              60093
      Northfield, Illinois                          (Zip Code)
     (Address of Principal
       Executive Offices)

                            Kraft Foods Thrift Plan
              Kraft Foods TIP Plan (formerly known as Kraft Foods
                        Employee Thrift-Investment Plan)
                     Nabisco, Inc. Capital Investment Plan
                      Nabisco, Inc. Employee Savings Plan
                           (Full titles of the plans)

                             Calvin J. Collier, Esq.
                                 General Counsel
                                Kraft Foods Inc.
                                Three Lakes Drive
                           Northfield, Illinois 60093
                     (Name and address of agent for service)
                                 (847) 646-2805
          (Telephone number, including area code, of agent for service)
___________________________________________________________________________________________________________________________________
                                                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________________________________________

                                                                                    Proposed
                                                                                     maximum          Proposed
                                                                  Amount to         offering           maximum
 Title of securities                                                  be              price           aggregate        Amount of
  to be registered                     Title of Plan              registered        per share(1) offering price(1)  registration fee
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, no par value   Kraft Foods Thrift Plan    43,000,000   shs. (2)  $  34.17    $ 1,469,310,000     $ 367,327.50
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, no par value   Kraft Foods TIP Plan        3,000,000   shs. (2)  $  34.17    $   102,510,000     $  25,627.50
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, no par value   Nabisco, Inc. Capital
                                       Investment Plan          13,000,000   shs. (2)  $  34.17    $   444,210,000     $ 111,052.50
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, no par value   Nabisco, Inc.  Employee
                                         Savings Plan            3,000,000   shs. (2)  $  34.17    $   102,510,000     $  25,627.50
------------------------------------------------------------------------------------------------------------------------------------
                                                         Total: 62,000,000   shs. (2)              $ 2,118,540,000     $ 529,635.00
------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices for the Class A common stock
reported in the consolidated reporting system on October 1, 2001.

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.

(2) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
2

                               Explanatory Note

      In December 2000, Kraft Foods Inc. (the "Company") acquired all of the
outstanding shares of Nabisco Holdings Corp. Prior to June 13, 2001, the Company
was a wholly-owned subsidiary of Philip Morris Companies Inc. ("Philip Morris").
On June 13, 2001, the Company completed an initial public offering of
280,000,000 shares of its Class A common stock. Immediately after the initial
public offering, Philip Morris owned common stock representing 97.7% of the
combined voting power of the Company's common stock.

      Presently, the Kraft Foods Thrift Plan (the "Thrift Plan") and the Kraft
Foods TIP Plan (the "TIP Plan" and together with the Thrift Plan, the "Kraft
Plans") offer shares of Philip Morris common stock to eligible participants of
the respective Kraft Plan pursuant to the provisions of the respective Kraft
Plan and, in the case of the Thrift Plan, Philip Morris' Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act")
(Registration No. 33-37115), and, in the case of the TIP Plan, Philip Morris'
Registration Statement on Form S-8 filed with the Commission under the
Securities Act (Registration No. 33-1479).

      The Thrift Plan and the TIP Plan have now been amended to offer the
Company's Class A common stock to eligible participants of the Kraft Plans. The
Nabisco, Inc. Capital Investment Plan (the "CIP Plan") and the Nabisco, Inc.
Employee Savings Plan (the "ESP Plan" and together with the CIP Plan, the
"Nabisco Plans") also have now been amended to offer the Company's Class A
common stock and Philip Morris' common stock to eligible participants of the
Nabisco Plans.

      This Registration Statement is being filed for the purpose of registering
62,000,000 shares of Class A common stock of the Company, together with an
indeterminate amount of interests to be issued pursuant to the Kraft Plans and
the Nabisco Plans. Philip Morris has filed a separate Registration Statement on
Form S-8 today to register 11,000,000 shares of its common stock, together with
an indeterminate amount of interest to be issued pursuant to the Nabisco Plans.
The Thrift Plan, the TIP Plan, the CIP Plan and the ESP Plan are filed herewith
as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

            Not required to be filed with the Commission.

Item 2.     Registrant Information and Employee Plan Annual Information.

            Not required to be filed with the Commission.

                                       2
3
                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents filed by the Company with the Commission
(File No. 1-16483) are incorporated herein by reference and made a part hereof:

            (i)    the prospectus of the Company filed pursuant to Rule
                   424(b) under the Securities Act, dated June 12, 2001,
                   with respect to the registration statement on Form S-1,
                   as amended (Registration No. 333-57162) (the
                   "Prospectus");

            (ii)   the annual reports on Form 11-K for each of the Kraft
                   Plans for the year ended December 31, 2000, filed with
                   the Commission on June 12, 2001;

            (iii)  the annual reports on Form 11-K for each of the Nabisco
                   Plans for the year ended December 30, 2000, filed with
                   the Commission on October 5, 2001;

            (iv)   the Company's Current Report on Form 8-K, filed with the
                   Commission on August 10, 2001;

            (v)    the Company's Quarterly Report on Form 10-Q for the
                   quarterly period ended June 30, 2001; and

            (vi)   the description of the Company's Class A common stock
                   contained in the Company's Registration Statement on
                   Form 8-A dated May 9, 2001, including any subsequent
                   amendment or any report filed for the purpose of
                   updating such description.

            All annual reports of the Kraft Plans and the Nabisco Plans
subsequently filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and all documents subsequently
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that 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 of such
documents. Any statement contained in a document 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 that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

            The Virginia Stock Corporation Act (the "VSCA") permits, and the
Company's Articles of Incorporation require, indemnification of the Registrant's
directors, officers and controlling persons in a variety of circumstances, which
may include indemnification for liabilities under the Securities Act. The
Company's Articles of Incorporation require the Company to indemnify its
directors, officers and controlling persons to the full extent permitted by the
VSCA. Sections 13.01-697 and 13.01-702 of the VSCA generally authorize a
Virginia corporation to indemnify its directors, officers, employees or agents
in civil or criminal actions if they acted in good faith and believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct

                                       3
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was unlawful. Section 13.01-704 of the VSCA also provides that a Virginia
corporation has the power to make any further indemnity to any director,
officer, employee or agent, including under its articles of incorporation or any
bylaw or shareholder resolution, except an indemnity against their willful
misconduct or a knowing violation of the criminal law.

            The Company's Articles of Incorporation also provide that, to the
full extent that the VSCA permits the limitation or elimination of the liability
of directors, officers and certain controlling persons, no director, officer or
such controlling person of the Company shall be liable to the Company or its
shareholders for monetary damages arising out of any transaction, occurrence or
course of conduct. Section 13.1-692.1 of the VSCA presently permits the
elimination of liability of directors and officers in any proceeding brought by
or in the right of a corporation or brought by or on behalf of shareholders of a
corporation, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law, including, without limitation, any unlawful insider
trading or manipulation of the market for any security. Sections 13.1-692.1 and
13.1-696 to -704 of the VSCA are hereby incorporated by reference herein.

            The Company carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the Securities Act.

Item 7.     Exemption From Registration Claimed.

            Not applicable.

Item 8.     Exhibits.
Exhibit
  No.      Description
-------    -----------
4.1     Kraft Foods Thrift Plan, as amended (filed herewith).

   4.2     Kraft Foods TIP Plan, as amended (filed herewith).

   4.3     Nabisco, Inc. Capital Investment Plan, as amended (filed
           herewith).

   4.4     Nabisco, Inc. Employee Savings Plan, as amended (filed herewith).

   4.5     Articles of Incorporation of the Company (incorporated by
           reference to Exhibit 3.1 to the Company's Form S-1, filed with
           the Commission on March 16, 2001 (Reg. No. 333-57162)).

   4.6     Articles of Amendment to the Articles of Incorporation of the
           Company (incorporated by reference to Exhibit 3.2 to the Company's
           Form S-1, filed with the Commission on March 16, 2001).

   4.7     Amended and Restated Bylaws of the Company (incorporated by
           reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
           S-1, filed with the Commission on June 8, 2001).

   5.1     Opinion of Hunton & Williams as to the legality of the securities
           being registered (filed herewith).
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5.2      In lieu of the opinion of counsel or determination letter
            contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby
            confirms that it has submitted the Kraft Plans and undertakes that
            it will submit all amendments thereto to the Internal Revenue
            Service (the "IRS") in a timely manner, and that it has made or will
            make all changes required by the IRS in order to qualify the Kraft
            Plans under Section 401 of the Internal Revenue Code.

   23.1     Consent of Hunton & Williams (included in Exhibit 5).

   23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants
            (filed herewith).

   23.3     Consent of Deloitte & Touche LLP, Independent Auditors (filed
            herewith).

Item 9.     Undertakings.
(a)     The undersigned registrant hereby undertakes:

            1.    To file, during any period in which offers or sales are 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 the
                        registration statement (or the most recent
                        post-effective amendment thereof) which,
                        individually or in the aggregate, represent a
                        fundamental change in the information set forth in
                        the registration statement; and

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 the
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.

    (b)     The undersigned registrant hereby undertakes 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 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.

                                       5
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     (c)    Insofar asindemnification for liabilities arising under the
Securities 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 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 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 Securities Act and will be governed
by the final adjudication of such issue.

                                       6
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                                  SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Northfield, State of Illinois, on the 9th day of
October, 2001.

                                    KRAFT FOODS INC.

                                    By:         /s/ JAMES P. DOLLIVE
                                       --------------------------------------
                                    Name:    James P. Dollive
                                    Title:   Senior Vice President and
                                             Chief Financial Officer

                                       7
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      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                     Title                                        Date
            ---------                     -----                                        ----
Co-Chief Executive                        October 9, 2001
       /s/ Betsy D. Holden            Officer and Director
 -------------------------------      (principal co-executive officer)
           Betsy D. Holden

      /s/ Roger K. Deromedi           Co-Chief Executive                        October 9, 2001
 -------------------------------      Officer and Director
          Roger K. Deromedi           (principal co-executive officer)

      /s/ James P. Dollive            Senior Vice President                     October 9, 2001
--------------------------------      and Chief Financial
          James P. Dollive            Officer (principal
                                      financial officer)

      /s/ John F. Mowrer, III         Vice President and                        October 9, 2001
--------------------------------      Controller (principal
          John F. Mowrer, III         accounting officer)

      /s/ Geoffrey C. Bible
--------------------------------      Director                                  October 9, 2001
          Geoffrey C. Bible

     /s/ Louis C. Camilleri
--------------------------------      Director                                  October 9, 2001
         Louis C. Camilleri

--------------------------------      Director
        W. James Farrell

--------------------------------      Director
          John C. Pope

--------------------------------      Director
        Mary L. Schapiro

       /s/ William H. Webb
--------------------------------      Director                                  October 9, 2001
         William H. Webb

--------------------------------      Director
        Deborah C. Wright
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      Pursuant to the requirements of the Securities Act, the Management
Committee for Employee Benefits of Kraft Foods North America, Inc. having
administrative responsibility of the Kraft Foods Thrift Plan, has duly caused
this Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield, State of Illinois, on the 9th day of
October, 2001.

                                    KRAFT FOODS THRIFT PLAN

                                    By:     /s/ TERRY M. FAULK
                                       -----------------------------------
                                          Name:  Terry M. Faulk
                                          Title: Chairman, Management
                                                 Committee for Employee Benefits

      Pursuant to the requirements of the Securities Act, the Management
Committee for Employee Benefits of Kraft Foods North America, Inc. having
administrative responsibility of the Kraft Foods TIP Plan, has duly caused this
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield, State of Illinois, on the 9th day of
October, 2001.

                                    KRAFT FOODS TIP PLAN

                                    By:     /s/ TERRY M. FAULK
                                       -----------------------------------
                                          Name:  Terry M. Faulk
                                          Title: Chairman, Management
                                                 Committee for Employee Benefits

      Pursuant to the requirements of the Securities Act, the Nabisco
Employee Benefits Committee, having administrative responsibility of the
Nabisco, Inc. Capital Investment Plan, has duly caused this Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Northfield, State of Illinois, on the 9th day of October, 2001.

                                    NABISCO, INC. CAPITAL INVESTMENT PLAN

                                    By:        /s/ JILL K. YOUMAN
                                       -----------------------------------
                                          Name:  Jill K. Youman
                                          Title: Vice President,
                                                 Human Resources, Benefits

      Pursuant to the requirements of the Securities Act, the Nabisco
Employee Benefits Committee, having administrative responsibility of the
Nabisco, Inc. Employee Savings Plan, has duly caused this Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Northfield, State of Illinois, on the 9th day of October, 2001.

                                    NABISCO, INC. EMPLOYEE SAVINGS PLAN

                                    By:        /s/ JILL K. YOUMAN
                                       -----------------------------------
                                          Name:  Jill K. Youman
                                          Title: Vice President,
                                                 Human Resources, Benefits

                                       9
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                                  EXHIBIT INDEX
Exhibit
   No.      Description
 -------    -----------
4.1      Kraft Foods Thrift Plan, as amended (filed herewith).

   4.2      Kraft Foods TIP Plan, as amended (filed herewith).

   4.3      Nabisco, Inc. Capital Investments Plan, as amended (filed
            herewith).

   4.4      Nabisco, Inc. Employee Savings Plan, as amended (filed herewith).

   4.5      Articles of Incorporation of the Company (incorporated by
            reference to Exhibit 3.1 to the Company's Form S-1, filed with
            the Commission on March 16, 2001 (Reg. No. 333-57162)).

   4.6      Articles of Amendment to the Articles of Incorporation of the
            Company (incorporated by reference to Exhibit 3.2 to the Company's
            Form S-1, filed with the Commission on March 16, 2001).

   4.7      Amended and Restated Bylaws of the Company (incorporated by
            reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
            S-1, filed with the Commission on June 8, 2001).

   5.1      Opinion of Hunton & Williams as to the legality of the securities
            being registered (filed herewith).

   5.2      In lieu of the opinion of counsel or determination letter
            contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby
            confirms that it has submitted the Kraft Plans and undertakes that
            it will submit all amendments thereto to the Internal Revenue
            Service (the "IRS") in a timely manner, and that it has made or will
            make all changes required by the IRS in order to qualify the Kraft
            Plans under Section 401 of the Internal Revenue Code.

   23.1     Consent of Hunton & Williams (included in Exhibit 5).

   23.2     Consent of PricewaterhouseCoopers LLP, Independent Accountants
            (filed herewith).

   23.3     Consent of Deloitte & Touche LLP, Independent Auditors (filed
            herewith).
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