<PAGE>
 
                                                           REGISTRATION NO. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

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

                              ------------------

                          Philip Morris Companies Inc.
             (Exact name of registrant as specified in its charter)

                Virginia                               13-326-245
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)             Identification Number)

            120 Park Avenue
          New York, New York                             10017
(Address of Principal Executive Offices)               (Zip Code)

                              ------------------

                         Oscar Mayer Foods Corporation
                   Long Term Savings Plan for Union Employees
                            (Full title of the plan)

                              ------------------

                               G. PENN HOLSENBECK
            Vice President, Associate General Counsel and Secretary

                          Philip Morris Companies Inc.
                                120 Park Avenue
                            New York, New York 10017
                    (Name and address of agent for service)
                                 (212) 880-5000
         (Telephone number, including area code, of agent for service)

                              ------------------

<TABLE>
<CAPTION>
================================================================================================
                                CALCULATION OF REGISTRATION FEE
================================================================================================
                                                 Proposed           Proposed
                                 Amount          maximum            maximum         Amount of
    Title of securities           to be       offering price       aggregate       registration 
     to be registered          registered      per share(1)     offering price(1)      fee
------------------------------------------------------------------------------------------------ 
<S>                           <C>             <C>               <C>                <C>
Common Stock, $1 par value... 400,000 shs.       $115.13          $46,052,000        $13,955
================================================================================================
</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 Common Stock reported
in the consolidated reporting system on January 27, 1997.

     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 plan described herein.

================================================================================
<PAGE>
 
                                    PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with the Commission.

                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Philip Morris Companies Inc. (the
"Company") with the Commission (File No. 1-8940) are incorporated herein by
reference and made a part hereof: (i) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-B, dated July
1, 1985, as amended by Amendment No. 1 on Form 8, dated April 27, 1989; (ii) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995; (iii)
the Company's Current Reports on Form 8-K, dated February 1, 1996, September 20,
1996 and January 30, 1997; and (iv) the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996.
                                        
     All annual reports of the Oscar Mayer Foods Corporation Long Term Savings
Plan For Union Employees (the "Plan") filed by the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and all documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the Prospectus and 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 the Prospectus 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 the Prospectus 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 the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-2
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Virginia Stock Corporation Act (the "Virginia Act") permits the Company
to indemnify its officers and directors in connection with certain actions,
suits and proceedings brought against them if they acted in good faith and
believed their conduct to be in the best interests of the Company and, in the
case of criminal actions, had no reasonable cause to believe that the conduct
was unlawful. The Virginia Act requires such indemnification when a director
entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the Company, and further provides that the
Company may make any other or further indemnity (including indemnity with
respect to a proceeding by or in the right of the Company), and may make
additional provision for advances and reimbursement of expenses, if authorized
by its articles of incorporation or stockholder-adopted by-laws, except an
indemnity against willful misconduct or a knowing violation of the criminal law.
The Virginia Act establishes a statutory limit on liability of officers and
directors of the Company for damages assessed against them in a suit brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company and authorizes the Company, with stockholder approval, to specify a
lower monetary limit on liability in the Company's articles of incorporation or
by-laws; however, the liability of an officer or director shall not be limited
if such officer or director engaged in willful misconduct or a knowing violation
of the criminal law or of any federal or state securities law. The Company's
articles of incorporation provide that an officer or director or former officer
or director of the Company shall be indemnified to the full extent permitted by
the Virginia Act as currently in effect or as hereafter amended in connection
with any action, suit or proceeding brought by or in the right of the Company or
brought by or on behalf of stockholders of the Company. The Company's articles
of incorporation further provide for the limitation or elimination of the
liability of an officer or director or former officer or director of the Company
for monetary damages to the Company or its stockholders in any action, suit or
proceeding, to the full extent permitted by the Virginia Act as currently in
effect or as hereafter amended. In addition, the Company carries insurance on
behalf of directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.
-----------

4.1  Long Term Savings Plan For Union Employees (filed herewith).

4.2  Articles of Incorporation (filed as Exhibit 3.1 to the Company's Annual
     Report on Form 10-K for the year ended December 31, 1989, and incorporated
     herein by reference).

4.3  By-Laws (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-
     Q for the period ended September 30, 1996, and incorporated herein by
     reference).

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

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

23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).

24   Powers of Attorney (filed as Exhibit 24 to the Company's Registration
     Statement No. 333-16127, and incorporated herein by reference).

                                      II-3
<PAGE>
 
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 of 1933, as amended (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
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, 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.

                                      II-4
<PAGE>
 
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on the 30th day of
January, 1997.

                                   Philip Morris Companies Inc.
                                   

                                   By:       /s/ Geoffrey C. Bible
                                      ------------------------------------------
                                       Geoffrey C. Bible, Chairman of the Board
                                              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 and on the dates indicated.

<TABLE>
<CAPTION>
                    Signature                                   Title                      Date
                    ---------                                   -----                      ----
<S>                                                     <C>                           <C> 
             /s/ Geoffrey C. Bible                      Director, Chairman of the     January 30, 1997
-------------------------------------------------        Board and Chief
                (Geoffrey C. Bible)                      Executive Officer
 
             /s/ Louis C. Camilleri                     Senior Vice President and     January 30, 1997
-------------------------------------------------        Chief Financial Officer
                (Louis C. Camilleri)

             /s/ Katherine P. Clark                     Vice President and            January 30, 1997
-------------------------------------------------        Controller
                (Katherine P. Clark)

Elizabeth E. Bailey, Murray H. Bring, Harold 
Brown, William H. Donaldson, Jane Evans, Robert 
E. R. Huntley, Rupert Murdoch, John D. Nichols, 
Richard D. Parsons, Roger S. Penske, John S.    
Reed, Stephen M. Wolf                                   Directors 
 
By:          /s/ Louis C. Camilleri                                                   January 30, 1997
   -------------------------------------------
     (Louis C. Camilleri, Attorney-in-fact)
</TABLE>

                              -------------------

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Benefits Department of Kraft Foods, Inc., a subsidiary of the Company,
administrator of the Plan, has duly caused this Form S-8 to be signed by the
undersigned thereunto duly authorized, in the Village of Northfield, State of
Illinois, on the 30th day of January, 1997.

                                   Oscar Mayer Foods Corporation
                                   Long Term Savings Plan                     
                                   for Union Employees
 

                                   By:          /s/ Kay Yanacheck
                                      ------------------------------------------
                                        Kay Yanacheck, Vice President Benefits,
                                                Kraft Foods, Inc.

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit No.                    Description
 -----------                    -----------
 
<S>            <C>
 4.1           Long Term Savings Plan For Union Employees 
               (filed herewith).

 4.2           Articles of Incorporation (filed as Exhibit
               3.1 to the Company's Annual Report on
               Form 10-K for the year ended December 31,
               1989, and incorporated herein by reference).
 
 4.3           By-Laws (filed as Exhibit 3.2 to the
               Company's Quarterly Report on Form 10-Q
               for the period ended September 30, 1996,
               and incorporated herein by reference).
 
  5            Opinion of Hunton & Williams as to the
               legality of the securities being registered
               (filed herewith).
 
23.1           Consent of Hunton & Williams (included in
               Exhibit 5).
 
23.2           Consent of Coopers & Lybrand L.L.P.
               (filed herewith).
 
 24            Powers of Attorney (filed as Exhibit 24 to
               the Company's Registration Statement No.
               333-16127, and incorporated herein by
               reference).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18108}]
{"company-data": {"conformed-name": "PHILIP MORRIS COMPANIES INC", "cik": "0000764180", "assigned-sic": "2000", "irs-number": "133260245", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20747", "film-number": "97514619"}, "business-address": {"street1": "120 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "212-880-3870"}, "mail-address": {"street1": "120 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
REGISTRATION NO. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

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

                              ------------------

                          Philip Morris Companies Inc.
             (Exact name of registrant as specified in its charter)

                Virginia                               13-326-245
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)             Identification Number)

            120 Park Avenue
          New York, New York                             10017
(Address of Principal Executive Offices)               (Zip Code)

                              ------------------

                         Oscar Mayer Foods Corporation
                   Long Term Savings Plan for Union Employees
                            (Full title of the plan)

                              ------------------

                               G. PENN HOLSENBECK
            Vice President, Associate General Counsel and Secretary

                          Philip Morris Companies Inc.
                                120 Park Avenue
                            New York, New York 10017
                    (Name and address of agent for service)
                                 (212) 880-5000
         (Telephone number, including area code, of agent for service)

                              ------------------
================================================================================================
                                CALCULATION OF REGISTRATION FEE
================================================================================================
                                                 Proposed           Proposed
                                 Amount          maximum            maximum         Amount of
    Title of securities           to be       offering price       aggregate       registration 
     to be registered          registered      per share(1)     offering price(1)      fee
------------------------------------------------------------------------------------------------
Common Stock, $1 par value... 400,000 shs.       $115.13          $46,052,000        $13,955
================================================================================================
(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 Common Stock reported
in the consolidated reporting system on January 27, 1997.

     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 plan described herein.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with the Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Philip Morris Companies Inc. (the
"Company") with the Commission (File No. 1-8940) are incorporated herein by
reference and made a part hereof: (i) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-B, dated July
1, 1985, as amended by Amendment No. 1 on Form 8, dated April 27, 1989; (ii) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995; (iii)
the Company's Current Reports on Form 8-K, dated February 1, 1996, September 20,
1996 and January 30, 1997; and (iv) the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996.
                                        
     All annual reports of the Oscar Mayer Foods Corporation Long Term Savings
Plan For Union Employees (the "Plan") filed by the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and all documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the Prospectus and 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 the Prospectus 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 the Prospectus 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 the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Virginia Stock Corporation Act (the "Virginia Act") permits the Company
to indemnify its officers and directors in connection with certain actions,
suits and proceedings brought against them if they acted in good faith and
believed their conduct to be in the best interests of the Company and, in the
case of criminal actions, had no reasonable cause to believe that the conduct
was unlawful. The Virginia Act requires such indemnification when a director
entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the Company, and further provides that the
Company may make any other or further indemnity (including indemnity with
respect to a proceeding by or in the right of the Company), and may make
additional provision for advances and reimbursement of expenses, if authorized
by its articles of incorporation or stockholder-adopted by-laws, except an
indemnity against willful misconduct or a knowing violation of the criminal law.
The Virginia Act establishes a statutory limit on liability of officers and
directors of the Company for damages assessed against them in a suit brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company and authorizes the Company, with stockholder approval, to specify a
lower monetary limit on liability in the Company's articles of incorporation or
by-laws; however, the liability of an officer or director shall not be limited
if such officer or director engaged in willful misconduct or a knowing violation
of the criminal law or of any federal or state securities law. The Company's
articles of incorporation provide that an officer or director or former officer
or director of the Company shall be indemnified to the full extent permitted by
the Virginia Act as currently in effect or as hereafter amended in connection
with any action, suit or proceeding brought by or in the right of the Company or
brought by or on behalf of stockholders of the Company. The Company's articles
of incorporation further provide for the limitation or elimination of the
liability of an officer or director or former officer or director of the Company
for monetary damages to the Company or its stockholders in any action, suit or
proceeding, to the full extent permitted by the Virginia Act as currently in
effect or as hereafter amended. In addition, the Company carries insurance on
behalf of directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.
-----------

4.1  Long Term Savings Plan For Union Employees (filed herewith).

4.2  Articles of Incorporation (filed as Exhibit 3.1 to the Company's Annual
     Report on Form 10-K for the year ended December 31, 1989, and incorporated
     herein by reference).

4.3  By-Laws (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-
     Q for the period ended September 30, 1996, and incorporated herein by
     reference).

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

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

23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).

24   Powers of Attorney (filed as Exhibit 24 to the Company's Registration
     Statement No. 333-16127, and incorporated herein by reference).

                                      II-3
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 of 1933, as amended (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
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, 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.

                                      II-4
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on the 30th day of
January, 1997.

                                   Philip Morris Companies Inc.
                                   

                                   By:       /s/ Geoffrey C. Bible
                                      ------------------------------------------
                                       Geoffrey C. Bible, Chairman of the Board
                                              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 and on the dates indicated.
Signature                                   Title                      Date
                    ---------                                   -----                      ----
/s/ Geoffrey C. Bible                      Director, Chairman of the     January 30, 1997
-------------------------------------------------        Board and Chief
                (Geoffrey C. Bible)                      Executive Officer
 
             /s/ Louis C. Camilleri                     Senior Vice President and     January 30, 1997
-------------------------------------------------        Chief Financial Officer
                (Louis C. Camilleri)

             /s/ Katherine P. Clark                     Vice President and            January 30, 1997
-------------------------------------------------        Controller
                (Katherine P. Clark)

Elizabeth E. Bailey, Murray H. Bring, Harold 
Brown, William H. Donaldson, Jane Evans, Robert 
E. R. Huntley, Rupert Murdoch, John D. Nichols, 
Richard D. Parsons, Roger S. Penske, John S.    
Reed, Stephen M. Wolf                                   Directors 
 
By:          /s/ Louis C. Camilleri                                                   January 30, 1997
   -------------------------------------------
     (Louis C. Camilleri, Attorney-in-fact)
-------------------

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Benefits Department of Kraft Foods, Inc., a subsidiary of the Company,
administrator of the Plan, has duly caused this Form S-8 to be signed by the
undersigned thereunto duly authorized, in the Village of Northfield, State of
Illinois, on the 30th day of January, 1997.

                                   Oscar Mayer Foods Corporation
                                   Long Term Savings Plan                     
                                   for Union Employees
 

                                   By:          /s/ Kay Yanacheck
                                      ------------------------------------------
                                        Kay Yanacheck, Vice President Benefits,
                                                Kraft Foods, Inc.

                                      II-5
EXHIBIT INDEX
Exhibit No.                    Description
 -----------                    -----------
4.1           Long Term Savings Plan For Union Employees 
               (filed herewith).

 4.2           Articles of Incorporation (filed as Exhibit
               3.1 to the Company's Annual Report on
               Form 10-K for the year ended December 31,
               1989, and incorporated herein by reference).
 
 4.3           By-Laws (filed as Exhibit 3.2 to the
               Company's Quarterly Report on Form 10-Q
               for the period ended September 30, 1996,
               and incorporated herein by reference).
 
  5            Opinion of Hunton & Williams as to the
               legality of the securities being registered
               (filed herewith).
 
23.1           Consent of Hunton & Williams (included in
               Exhibit 5).
 
23.2           Consent of Coopers & Lybrand L.L.P.
               (filed herewith).
 
 24            Powers of Attorney (filed as Exhibit 24 to
               the Company's Registration Statement No.
               333-16127, and incorporated herein by
               reference).