<PAGE>

      As filed with the Securities and Exchange Commission on June 1, 2000

                                                  Registration No.  333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         SODEXHO MARRIOTT SERVICES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                      52-0936594
    -------------------------------         ------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

                          9801 WASHINGTONIAN BOULEVARD
                          GAITHERSBURG, MARYLAND 20878
                    ----------------------------------------
                    (Address of principal executive offices)

             SODEXHO MARRIOTT SERVICES EMPLOYEE STOCK PURCHASE PLAN
             ------------------------------------------------------
                              (Full title of plan)

                              ROBERT A. STERN, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                         SODEXHO MARRIOTT SERVICES, INC.
                          9801 WASHINGTONIAN BOULEVARD
                          GAITHERSBURG, MARYLAND 20878
                                 (301) 987-4480
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   (Copy to:)
                           LINDA MAROTTA THOMAS, ESQ.
                        PIPER MARBURY RUDNICK & WOLFE LLP
                                6225 SMITH AVENUE
                         BALTIMORE, MARYLAND 21209-3600
                                 (410) 580-4271

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                              PROPOSED           PROPOSED
                                            AMOUNT            MAXIMUM            MAXIMUM            AMOUNT OF
                                            TO BE             OFFERING          AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED      PRICE PER UNIT (3) OFFERING PRICE (3)       FEE (3)
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                    <C>             <C>                   <C>
Common Stock, $1.00 par value(1)         1,800,000(2)           $14.00          $25,200,000           $6,653
====================================================================================================================

<FN>
(1) Includes rights  ("Rights")  issuable  pursuant to certain Rights  Agreement
between  the  Registrant  and Bank of New York dated as of  October 8, 1993,  as
amended,  which  Rights are  currently  carried  and traded  with  shares of the
Registrant's  Common Stock (including  shares registered  hereunder).  The value
attributable  to  the  Rights,  if  any,  is  reflected  in  the  value  of  the
Registrant's Common Stock.

(2) Pursuant to Rule 416(c) under the Securities  Act of 1933, as amended,  this
Registration  Statement also covers an indeterminate  number of shares of Common
Stock that may be offered or issued by reason of stock splits,  stock  dividends
or  similar  transactions  and an  indeterminate  number  of plan  participation
interests  to be offered  or sold  pursuant  to the  Sodexho  Marriott  Services
Employee Stock Purchase Plan.

(3) Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule 457. The proposed  maximum  offering price per share,  proposed  maximum
aggregate offering price and the amount of the registration fee are based on the
average of the high and low prices of Sodexho  Marriott  Services,  Inc.  Common
Stock  reported on the New York Stock  Exchange on May 30, 2000 (i.e.,  $14.00).
Pursuant to Rule  457(h)(2),  no separate  registration  fee is provided for the
participation interests in the Sodexho Marriott Services Employee Stock Purchase
Plan.
</FN>
</TABLE>



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Not required to be included in this Form S-8 Registration  Statement pursuant to
introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  which have been filed by the Registrant  with
the Securities  and Exchange  Commission  (the  "Commission")  are  incorporated
herein by reference:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  September  3, 1999 filed  pursuant to Section 13 of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act") (File No. 001-12188);

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act,  since the end of the fiscal year covered by
                  the document referred to in (a) above; and

         (c)      Description  of Common  Stock of the  Registrant  contained or
                  incorporated  in  the  registration  statements  filed  by the
                  Registrant under the Exchange Act, including any amendments or
                  reports filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
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  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration  Statement from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


         Article  8  of  the  Company's  Amended  and  Restated  Certificate  of
Incorporation (the  "Certificate") and Section 6.09 of the Company's Amended and
Restated  Bylaws  (the  "Bylaws")  define the rights of  individuals,  including
directors and officers of the Company,  to indemnification by the Company in the
event of personal  liability or expenses incurred by them as a result of pending
or threatened  claims  against  them.  Article 9 of the  Certificate  limits the
personal liability of directors to the Company and its stockholders for monetary
damages for breach of fiduciary  duty.  These  provisions of the Certificate and
Bylaws  are  collectively  referred  to herein as the  "Director  Liability  and
Indemnification Provisions."

         The Director  Liability and  Indemnification  Provisions are consistent
with Section 102(b)(7) of the Delaware General Corporation Law ("Delaware Law"),
which is designed,  among other things,  to encourage  qualified  individuals to
serve as directors of Delaware  corporations by permitting Delaware corporations
to include in their  certificates  of  incorporation  a  provision  limiting  or
eliminating  directors'


                                      -2-
<PAGE>


liability for monetary  damages and with other existing  Delaware Law provisions
permitting  indemnification  of certain  individuals,  including  directors  and
officers.

         In performing  their duties,  directors of a Delaware  corporation  are
obligated as fiduciaries  to exercise  their  business  judgment and act in what
they reasonably determine in good faith, after appropriate consideration,  to be
the best interests of the  corporation and its  stockholders.  Decisions made on
that basis are protected by the so-called "business judgment rule." However, the
expense of  defending  lawsuits  means  that,  as a practical  matter,  adequate
insurance  and  indemnity  provisions  are often a condition of an  individual's
willingness to serve as director of a Delaware corporation. Delaware Law has for
some time specifically  permitted  corporations to provide indemnity and procure
insurance for its directors and officers.

         Set  forth  below  is a  description  of  the  Director  Liability  and
Indemnification  Provisions.  Such description is intended as a summary only and
is qualified in its entirety by reference to the Certificate and the Bylaws.

         Elimination  of  Liability in Certain  Circumstances.  Article 9 of the
Certificate  protects  each  director  against  monetary  damages  for breach of
fiduciary  duty,  except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under  Section 174 of the Delaware  Law or (iv) for any  transaction
from which the director  derived an improper  personal  benefit.  Under Delaware
Law,  absent these  provisions in Article 9, directors  could  generally be held
liable for gross  negligence for decisions made in the performance of their duty
of care. Article 9 eliminates such liability. Under Section 174 of Delaware Law,
however,  directors remain personally liable for unlawful  dividends or unlawful
stock  repurchases  or  redemptions  and a negligence  standard  applies to such
liability.

         While the Director  Liability and  Indemnification  Provisions  provide
directors with  protection  from liability for monetary  damages for breaches of
the duty of care, they do not eliminate a director's duty of care.  Accordingly,
these provisions will have no effect on the  availability of equitable  remedies
such as an injunction or rescission  based upon a director's  breach of the duty
of care.  Article  9 will  apply to  officers  of the  Company  only if they are
directors of the Company and are acting in their capacity as directors, and will
not apply to officers of the Company who are not directors.  The  elimination of
liability of directors for monetary damages in the circumstances described above
may deter  persons from  bringing  third-party  or  derivative  actions  against
directors to the extent such actions seek monetary damages.

         Indemnification  and  Insurance.  Under  Section 145 of  Delaware  Law,
directors  and  officers  as well as  other  employees  and  individuals  may be
indemnified against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative,  other
than an action by or in the right of the corporation (a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not  opposed  to the best  interests  of the  company,  and with  respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  of care is  applicable  in the case of the
derivative  actions,  except  that  indemnification  only  extends  to  expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action, and Delaware Law requires court approval before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the Company.




                                      -3-
<PAGE>

         Section 6.09 of the Bylaws provides as follows:

         (a) Each  person  who was or is a party or is  threatened  to be made a
party to, or is involved in any threatened, pending or completed action, suit or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"Proceeding"),  by  reason  of the fact that he or she or a person of whom he or
she is the legal  representative,  is or was a  director,  officer,  employee or
agent of the Company or a Subsidiary, or is or was serving at the request of the
Company or a Subsidiary as a director,  officer,  partner,  member,  employee or
agent of another  corporation,  partnership,  limited liability  company,  joint
venture,  trust or other  enterprise,  shall be indemnified and held harmless by
the Company to the fullest extent permitted from time to time by Delaware Law as
the same exists or may  hereafter be amended  (but,  if permitted by  applicable
law, in the case of any such  amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted  the  Company  to  provide  prior  to  such  amendment)  or any  other
applicable  laws as presently or hereafter in effect,  and such  indemnification
shall  continue  to a person  who has  ceased  to be such a  director,  officer,
employee or agent and shall inure to the benefit of his or her heirs,  executors
and administrators;  provided,  that the Company shall indemnify any such person
seeking  indemnification  in  connection  with a  Proceeding  (or part  thereof)
initiated  by  such  person  only if  such  Proceeding  (or  part  thereof)  was
authorized by the Board of Directors or is a Proceeding to enforce such person's
claim to  indemnification  pursuant  to the rights  granted by this  Bylaw.  The
Company  shall pay the expenses  incurred by such person in  defending  any such
Proceeding in advance of its final  disposition upon receipt (unless the Company
upon  authorization  of the Board of Directors  waives such  requirement  to the
extent  permitted by applicable  law) of an  undertaking by or on behalf of such
person to repay  such  amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the Company as  authorized by this
Bylaw or otherwise.

         (b) The  indemnification  and the  advancement of expenses  incurred in
defending a Proceeding  prior to its final  disposition  provided by, or granted
pursuant  to this Bylaw  shall not be  exclusive  of any other  right  which any
person  may have or  hereafter  acquire  under  any  statute,  provision  of the
Certificate of Incorporation,  other provision of these bylaws,  agreement, vote
of  stockholders  or  Disinterested  Directors  (see (e)(i) of this  section) or
otherwise. No repeal, modification or amendment of, or adoption of any provision
inconsistent  with,  this Section 6.09, nor to the fullest  extent  permitted by
applicable law, any  modification  of law, shall  adversely  affect any right or
protection of any person granted  pursuant hereto existing at or with respect to
any events that occurred prior to, the time of such repeal, amendment,  adoption
or modification.

         (c) The Company may  maintain  insurance,  at its  expense,  to protect
itself  and any  person  who is or was a  director,  officer,  partner,  member,
employee,  or agent of the Company or a  Subsidiary  or of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under Delaware Law.

         (d) If any  provision or  provisions  of this Bylaw shall be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (i) the validity,
legality  and   enforceability  of  the  remaining   provisions  of  this  Bylaw
(including,  without  limitation,  each  portion of any  paragraph of this Bylaw
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired  thereby;  and (ii) to the fullest extent possible,  the
provisions of this Bylaw (including,  without  limitation,  each such portion of
any paragraph of this Bylaw  containing  any such  provision held to be invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.


                                      -4-

<PAGE>

         (e) For purposes of these Bylaws:

         (i) "Disinterested Director" means a director of the Company who is not
and  was  not  a  party  to  the  proceeding  or  matter  in  respect  of  which
indemnification is sought by the claimant.

         (ii) "Subsidiary" means a corporation,  a majority of the capital stock
of which is owned directly or indirectly by the Company.

         Article 8 of the Company Certificate  provides that a person who was or
is made a party to, or is involved in, any action,  suit or proceeding by reason
of the fact that he or she is or was a director or officer of the  Company  will
be indemnified  by the Company to the fullest  extent  provided by Delaware Law.
Article 8 also provides  that the Company may enter into one or more  agreements
with any person which provide for indemnification greater or different than that
provided in Article 8.

ITEM 6.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 7.  EXHIBITS.

<TABLE>
<CAPTION>

EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
<S>                 <C>

4.1                 Amended  and  Restated   Certificate  of   Incorporation  of  the  Registrant
                    (incorporated  by reference to Exhibit No. 3(a) to Report on Form 8-K,  dated
                    April 3, 1998).

4.2                 Amended and Restated By-Laws of the Registrant  (incorporated by reference to
                    Exhibit No. 3(b) to Report on Form 8-K, dated April 3, 1998).

4.3                 Rights   Agreement   between  the   Registrant  and  the  Bank  of  New  York
                    (incorporated  by  reference  to  Exhibit  4.2 to Report  on Form 8-K,  dated
                    October 25, 1993).

4.4                 Amendment No. 1 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by  reference  to  Exhibit  1 to  Form 8-A/A,  dated
                    October 15, 1997).

4.5                 Amendment No. 2 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by reference to  Post-Effective  Amendment  No. 2 to
                    Form S-8, dated April 15, 1998).

4.6                 Sodexho Marriott  Services Employee Stock Purchase Plan  (incorporated
                    by reference to Appendix A of Definitive  Proxy  Statement,  Form 14A,  dated
                    December 3, 1999).

23.1                Consent of Arthur Andersen LLP (filed herewith).

23.2                Consent of PricewaterhouseCoopers LLP (filed herewith).

24.1                Power of Attorney (filed herewith).
</TABLE>



                                      -5-

<PAGE>



ITEM 8.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

          (a) 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 of 1933;

                  (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 this Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement.

          Paragraphs  (a)(i) and (a)(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.

          (b) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

          (c) 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.


                                      -6-

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Gaithersburg,  State of Maryland,  on the first
day of June 2000.

                                      SODEXHO MARRIOTT SERVICES, INC.



                                      By:/S/ MICHEL LANDEL
                                         ----------------------------
                                           Michel Landel
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  administrator  of the  Employee  Stock  Purchase  Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Gaithersburg,  State of Maryland,  on the first
day of June 2000.

                                      SODEXHO MARRIOTT SERVICES
                                      EMPLOYEE STOCK PURCHASE PLAN



                                      By: /S/OLLIE LAWRENCE, JR.
                                         ----------------------------
                                           Ollie Lawrence, Jr.
                                           Plan Administrator


         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  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/ MICHEL LANDEL                             President and Chief Executive Officer                    June 1, 2000
---------------------------------                 (Principal Executive Officer)
Michel Landel

/S/ JOHN BUSH                                       Senior Vice President and                          June 1, 2000
---------------------------------                  Chief Financial Officer and
John Bush                                        Acting Chief Accounting Officer
                                                  (Principal Financial Officer)

</TABLE>



         A  majority  of the  Board  of  Directors  (Michel  Landel,  Daniel  J.
Altobello,  Pierre Bellon,  Bernard Carton,  Edouard de Royere, John W. Marriott
III and William J. Shaw).

Date:           June 1, 2000           By:  /S/ ROBERT A. STERN
                                            ----------------------------------
                                             Robert A. Stern, Attorney-In-Fact


                                      -7-

<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
<S>                 <C>

4.1                 Amended  and  Restated   Certificate  of   Incorporation  of  the  Registrant
                    (incorporated  by reference to Exhibit No. 3(a) to Report on Form 8-K,  dated
                    April 3, 1998).

4.2                 Amended and Restated By-Laws of the Registrant  (incorporated by reference to
                    Exhibit No. 3(b) to Report on Form 8-K, dated April 3, 1998).

4.3                 Rights   Agreement   between  the   Registrant  and  the  Bank  of  New  York
                    (incorporated  by  reference  to  Exhibit  4.2 to Report  on Form 8-K,  dated
                    October 25, 1993).

4.4                 Amendment No. 1 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by  reference  to  Exhibit  1 to  Form 8-A/A,  dated
                    October 15, 1997).

4.5                 Amendment No. 2 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by reference to  Post-Effective  Amendment  No. 2 to
                    Form S-8, dated April 15, 1998).

4.6                 Sodexho Marriott  Services Employee Stock Purchase Plan  (incorporated
                    by reference to Appendix A of Definitive  Proxy  Statement,  Form 14A,  dated
                    December 3, 1999).

23.1                Consent of Arthur Andersen LLP (filed herewith).

23.2                Consent of PricewaterhouseCoopers LLP (filed herewith).

24.1                Power of Attorney (filed herewith).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "SODEXHO MARRIOTT SERV EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 28447}]
{"company-data": {"conformed-name": "SODEXHO MARRIOTT SERVICES INC", "cik": "0000905036", "assigned-sic": "5812", "irs-number": "520936594", "state-of-incorporation": "DE", "fiscal-year-end": "0828"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38300", "film-number": "647703"}, "business-address": {"street1": "9801 WASHINGTONIAN BOULEVARD", "city": "GAITHERSBURG", "state": "MD", "zip": "20878", "phone": "3019874431"}, "mail-address": {"street1": "9801 WASHINGTONIAN BOULEVARD", "city": "GAITHERBURG", "state": "MD", "zip": "20878"}, "former-company": {"former-conformed-name": "MARRIOTT INTERNATIONAL INC", "date-changed": "19930517"}}
As filed with the Securities and Exchange Commission on June 1, 2000

                                                  Registration No.  333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         SODEXHO MARRIOTT SERVICES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                      52-0936594
    -------------------------------         ------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

                          9801 WASHINGTONIAN BOULEVARD
                          GAITHERSBURG, MARYLAND 20878
                    ----------------------------------------
                    (Address of principal executive offices)

             SODEXHO MARRIOTT SERVICES EMPLOYEE STOCK PURCHASE PLAN
             ------------------------------------------------------
                              (Full title of plan)

                              ROBERT A. STERN, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                         SODEXHO MARRIOTT SERVICES, INC.
                          9801 WASHINGTONIAN BOULEVARD
                          GAITHERSBURG, MARYLAND 20878
                                 (301) 987-4480
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   (Copy to:)
                           LINDA MAROTTA THOMAS, ESQ.
                        PIPER MARBURY RUDNICK & WOLFE LLP
                                6225 SMITH AVENUE
                         BALTIMORE, MARYLAND 21209-3600
                                 (410) 580-4271
CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                              PROPOSED           PROPOSED
                                            AMOUNT            MAXIMUM            MAXIMUM            AMOUNT OF
                                            TO BE             OFFERING          AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED      PRICE PER UNIT (3) OFFERING PRICE (3)       FEE (3)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value(1)         1,800,000(2)           $14.00          $25,200,000           $6,653
====================================================================================================================
(1) Includes rights  ("Rights")  issuable  pursuant to certain Rights  Agreement
between  the  Registrant  and Bank of New York dated as of  October 8, 1993,  as
amended,  which  Rights are  currently  carried  and traded  with  shares of the
Registrant's  Common Stock (including  shares registered  hereunder).  The value
attributable  to  the  Rights,  if  any,  is  reflected  in  the  value  of  the
Registrant's Common Stock.

(2) Pursuant to Rule 416(c) under the Securities  Act of 1933, as amended,  this
Registration  Statement also covers an indeterminate  number of shares of Common
Stock that may be offered or issued by reason of stock splits,  stock  dividends
or  similar  transactions  and an  indeterminate  number  of plan  participation
interests  to be offered  or sold  pursuant  to the  Sodexho  Marriott  Services
Employee Stock Purchase Plan.

(3) Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule 457. The proposed  maximum  offering price per share,  proposed  maximum
aggregate offering price and the amount of the registration fee are based on the
average of the high and low prices of Sodexho  Marriott  Services,  Inc.  Common
Stock  reported on the New York Stock  Exchange on May 30, 2000 (i.e.,  $14.00).
Pursuant to Rule  457(h)(2),  no separate  registration  fee is provided for the
participation interests in the Sodexho Marriott Services Employee Stock Purchase
Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Not required to be included in this Form S-8 Registration  Statement pursuant to
introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  which have been filed by the Registrant  with
the Securities  and Exchange  Commission  (the  "Commission")  are  incorporated
herein by reference:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  September  3, 1999 filed  pursuant to Section 13 of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act") (File No. 001-12188);

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act,  since the end of the fiscal year covered by
                  the document referred to in (a) above; and

         (c)      Description  of Common  Stock of the  Registrant  contained or
                  incorporated  in  the  registration  statements  filed  by the
                  Registrant under the Exchange Act, including any amendments or
                  reports filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
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  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration  Statement from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article  8  of  the  Company's  Amended  and  Restated  Certificate  of
Incorporation (the  "Certificate") and Section 6.09 of the Company's Amended and
Restated  Bylaws  (the  "Bylaws")  define the rights of  individuals,  including
directors and officers of the Company,  to indemnification by the Company in the
event of personal  liability or expenses incurred by them as a result of pending
or threatened  claims  against  them.  Article 9 of the  Certificate  limits the
personal liability of directors to the Company and its stockholders for monetary
damages for breach of fiduciary  duty.  These  provisions of the Certificate and
Bylaws  are  collectively  referred  to herein as the  "Director  Liability  and
Indemnification Provisions."

         The Director  Liability and  Indemnification  Provisions are consistent
with Section 102(b)(7) of the Delaware General Corporation Law ("Delaware Law"),
which is designed,  among other things,  to encourage  qualified  individuals to
serve as directors of Delaware  corporations by permitting Delaware corporations
to include in their  certificates  of  incorporation  a  provision  limiting  or
eliminating  directors'

                                      -2-
liability for monetary  damages and with other existing  Delaware Law provisions
permitting  indemnification  of certain  individuals,  including  directors  and
officers.

         In performing  their duties,  directors of a Delaware  corporation  are
obligated as fiduciaries  to exercise  their  business  judgment and act in what
they reasonably determine in good faith, after appropriate consideration,  to be
the best interests of the  corporation and its  stockholders.  Decisions made on
that basis are protected by the so-called "business judgment rule." However, the
expense of  defending  lawsuits  means  that,  as a practical  matter,  adequate
insurance  and  indemnity  provisions  are often a condition of an  individual's
willingness to serve as director of a Delaware corporation. Delaware Law has for
some time specifically  permitted  corporations to provide indemnity and procure
insurance for its directors and officers.

         Set  forth  below  is a  description  of  the  Director  Liability  and
Indemnification  Provisions.  Such description is intended as a summary only and
is qualified in its entirety by reference to the Certificate and the Bylaws.

         Elimination  of  Liability in Certain  Circumstances.  Article 9 of the
Certificate  protects  each  director  against  monetary  damages  for breach of
fiduciary  duty,  except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under  Section 174 of the Delaware  Law or (iv) for any  transaction
from which the director  derived an improper  personal  benefit.  Under Delaware
Law,  absent these  provisions in Article 9, directors  could  generally be held
liable for gross  negligence for decisions made in the performance of their duty
of care. Article 9 eliminates such liability. Under Section 174 of Delaware Law,
however,  directors remain personally liable for unlawful  dividends or unlawful
stock  repurchases  or  redemptions  and a negligence  standard  applies to such
liability.

         While the Director  Liability and  Indemnification  Provisions  provide
directors with  protection  from liability for monetary  damages for breaches of
the duty of care, they do not eliminate a director's duty of care.  Accordingly,
these provisions will have no effect on the  availability of equitable  remedies
such as an injunction or rescission  based upon a director's  breach of the duty
of care.  Article  9 will  apply to  officers  of the  Company  only if they are
directors of the Company and are acting in their capacity as directors, and will
not apply to officers of the Company who are not directors.  The  elimination of
liability of directors for monetary damages in the circumstances described above
may deter  persons from  bringing  third-party  or  derivative  actions  against
directors to the extent such actions seek monetary damages.

         Indemnification  and  Insurance.  Under  Section 145 of  Delaware  Law,
directors  and  officers  as well as  other  employees  and  individuals  may be
indemnified against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative,  other
than an action by or in the right of the corporation (a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not  opposed  to the best  interests  of the  company,  and with  respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  of care is  applicable  in the case of the
derivative  actions,  except  that  indemnification  only  extends  to  expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action, and Delaware Law requires court approval before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the Company.

                                      -3-
Section 6.09 of the Bylaws provides as follows:

         (a) Each  person  who was or is a party or is  threatened  to be made a
party to, or is involved in any threatened, pending or completed action, suit or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"Proceeding"),  by  reason  of the fact that he or she or a person of whom he or
she is the legal  representative,  is or was a  director,  officer,  employee or
agent of the Company or a Subsidiary, or is or was serving at the request of the
Company or a Subsidiary as a director,  officer,  partner,  member,  employee or
agent of another  corporation,  partnership,  limited liability  company,  joint
venture,  trust or other  enterprise,  shall be indemnified and held harmless by
the Company to the fullest extent permitted from time to time by Delaware Law as
the same exists or may  hereafter be amended  (but,  if permitted by  applicable
law, in the case of any such  amendment,  only to the extent that such amendment
permits  the  Company to provide  broader  indemnification  rights than said law
permitted  the  Company  to  provide  prior  to  such  amendment)  or any  other
applicable  laws as presently or hereafter in effect,  and such  indemnification
shall  continue  to a person  who has  ceased  to be such a  director,  officer,
employee or agent and shall inure to the benefit of his or her heirs,  executors
and administrators;  provided,  that the Company shall indemnify any such person
seeking  indemnification  in  connection  with a  Proceeding  (or part  thereof)
initiated  by  such  person  only if  such  Proceeding  (or  part  thereof)  was
authorized by the Board of Directors or is a Proceeding to enforce such person's
claim to  indemnification  pursuant  to the rights  granted by this  Bylaw.  The
Company  shall pay the expenses  incurred by such person in  defending  any such
Proceeding in advance of its final  disposition upon receipt (unless the Company
upon  authorization  of the Board of Directors  waives such  requirement  to the
extent  permitted by applicable  law) of an  undertaking by or on behalf of such
person to repay  such  amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the Company as  authorized by this
Bylaw or otherwise.

         (b) The  indemnification  and the  advancement of expenses  incurred in
defending a Proceeding  prior to its final  disposition  provided by, or granted
pursuant  to this Bylaw  shall not be  exclusive  of any other  right  which any
person  may have or  hereafter  acquire  under  any  statute,  provision  of the
Certificate of Incorporation,  other provision of these bylaws,  agreement, vote
of  stockholders  or  Disinterested  Directors  (see (e)(i) of this  section) or
otherwise. No repeal, modification or amendment of, or adoption of any provision
inconsistent  with,  this Section 6.09, nor to the fullest  extent  permitted by
applicable law, any  modification  of law, shall  adversely  affect any right or
protection of any person granted  pursuant hereto existing at or with respect to
any events that occurred prior to, the time of such repeal, amendment,  adoption
or modification.

         (c) The Company may  maintain  insurance,  at its  expense,  to protect
itself  and any  person  who is or was a  director,  officer,  partner,  member,
employee,  or agent of the Company or a  Subsidiary  or of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under Delaware Law.

         (d) If any  provision or  provisions  of this Bylaw shall be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (i) the validity,
legality  and   enforceability  of  the  remaining   provisions  of  this  Bylaw
(including,  without  limitation,  each  portion of any  paragraph of this Bylaw
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired  thereby;  and (ii) to the fullest extent possible,  the
provisions of this Bylaw (including,  without  limitation,  each such portion of
any paragraph of this Bylaw  containing  any such  provision held to be invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

                                      -4-
(e) For purposes of these Bylaws:

         (i) "Disinterested Director" means a director of the Company who is not
and  was  not  a  party  to  the  proceeding  or  matter  in  respect  of  which
indemnification is sought by the claimant.

         (ii) "Subsidiary" means a corporation,  a majority of the capital stock
of which is owned directly or indirectly by the Company.

         Article 8 of the Company Certificate  provides that a person who was or
is made a party to, or is involved in, any action,  suit or proceeding by reason
of the fact that he or she is or was a director or officer of the  Company  will
be indemnified  by the Company to the fullest  extent  provided by Delaware Law.
Article 8 also provides  that the Company may enter into one or more  agreements
with any person which provide for indemnification greater or different than that
provided in Article 8.

ITEM 6.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 7.  EXHIBITS.
EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
4.1                 Amended  and  Restated   Certificate  of   Incorporation  of  the  Registrant
                    (incorporated  by reference to Exhibit No. 3(a) to Report on Form 8-K,  dated
                    April 3, 1998).

4.2                 Amended and Restated By-Laws of the Registrant  (incorporated by reference to
                    Exhibit No. 3(b) to Report on Form 8-K, dated April 3, 1998).

4.3                 Rights   Agreement   between  the   Registrant  and  the  Bank  of  New  York
                    (incorporated  by  reference  to  Exhibit  4.2 to Report  on Form 8-K,  dated
                    October 25, 1993).

4.4                 Amendment No. 1 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by  reference  to  Exhibit  1 to  Form 8-A/A,  dated
                    October 15, 1997).

4.5                 Amendment No. 2 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by reference to  Post-Effective  Amendment  No. 2 to
                    Form S-8, dated April 15, 1998).

4.6                 Sodexho Marriott  Services Employee Stock Purchase Plan  (incorporated
                    by reference to Appendix A of Definitive  Proxy  Statement,  Form 14A,  dated
                    December 3, 1999).

23.1                Consent of Arthur Andersen LLP (filed herewith).

23.2                Consent of PricewaterhouseCoopers LLP (filed herewith).

24.1                Power of Attorney (filed herewith).
-5-
ITEM 8.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

          (a) 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 of 1933;

                  (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 this Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement.

          Paragraphs  (a)(i) and (a)(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.

          (b) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

          (c) 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                      -6-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Gaithersburg,  State of Maryland,  on the first
day of June 2000.

                                      SODEXHO MARRIOTT SERVICES, INC.

                                      By:/S/ MICHEL LANDEL
                                         ----------------------------
                                           Michel Landel
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  administrator  of the  Employee  Stock  Purchase  Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Gaithersburg,  State of Maryland,  on the first
day of June 2000.

                                      SODEXHO MARRIOTT SERVICES
                                      EMPLOYEE STOCK PURCHASE PLAN

                                      By: /S/OLLIE LAWRENCE, JR.
                                         ----------------------------
                                           Ollie Lawrence, Jr.
                                           Plan Administrator

         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                                                     TITLE                                        DATE
---------                                                     -----                                        ----
/S/ MICHEL LANDEL                             President and Chief Executive Officer                    June 1, 2000
---------------------------------                 (Principal Executive Officer)
Michel Landel

/S/ JOHN BUSH                                       Senior Vice President and                          June 1, 2000
---------------------------------                  Chief Financial Officer and
John Bush                                        Acting Chief Accounting Officer
                                                  (Principal Financial Officer)
A  majority  of the  Board  of  Directors  (Michel  Landel,  Daniel  J.
Altobello,  Pierre Bellon,  Bernard Carton,  Edouard de Royere, John W. Marriott
III and William J. Shaw).

Date:           June 1, 2000           By:  /S/ ROBERT A. STERN
                                            ----------------------------------
                                             Robert A. Stern, Attorney-In-Fact

                                      -7-
EXHIBIT INDEX
EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
4.1                 Amended  and  Restated   Certificate  of   Incorporation  of  the  Registrant
                    (incorporated  by reference to Exhibit No. 3(a) to Report on Form 8-K,  dated
                    April 3, 1998).

4.2                 Amended and Restated By-Laws of the Registrant  (incorporated by reference to
                    Exhibit No. 3(b) to Report on Form 8-K, dated April 3, 1998).

4.3                 Rights   Agreement   between  the   Registrant  and  the  Bank  of  New  York
                    (incorporated  by  reference  to  Exhibit  4.2 to Report  on Form 8-K,  dated
                    October 25, 1993).

4.4                 Amendment No. 1 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by  reference  to  Exhibit  1 to  Form 8-A/A,  dated
                    October 15, 1997).

4.5                 Amendment No. 2 to Rights  Agreement  between the  Registrant and the Bank of
                    New York  (incorporated  by reference to  Post-Effective  Amendment  No. 2 to
                    Form S-8, dated April 15, 1998).

4.6                 Sodexho Marriott  Services Employee Stock Purchase Plan  (incorporated
                    by reference to Appendix A of Definitive  Proxy  Statement,  Form 14A,  dated
                    December 3, 1999).

23.1                Consent of Arthur Andersen LLP (filed herewith).

23.2                Consent of PricewaterhouseCoopers LLP (filed herewith).

24.1                Power of Attorney (filed herewith).