S-8

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
YUM! BRANDS, INC.
(Exact name of registrant as specified in its charter)
North Carolina	13-3951308
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
1441 Gardiner Lane
Louisville, Kentucky 40213
(Address of Principal Executive Offices, including Zip Code)
_______________
1999 LONG TERM INCENTIVE PLAN
(Full title of the plan)
_______________
Christian L. Campbell, Esq.
Senior Vice President, General Counsel and Secretary Chief Franchise Policy Officer
YUM! Brands, Inc.
1441 Gardiner Lane
Louisville, Kentucky 40213
(Name and address of agent for service)
_______________
(502) 874-8300
(Telephone number, including area code, of agent for service)
_______________

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock, no par value ………	14,600,000 shares	$29.43	$429,678,000	$34,760.95
Preferred Stock Purchase Rights (2)…	None	None	None	None

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based upon the average of the high and low prices of the Common Stock as reported on The New York Stock Exchange Composite Tape on September 26, 2003.
(2)	Any value attributable to the Preferred Stock Purchase Rights is reflected in the value of the Common Stock. Because no separate consideration is paid for the Preferred Stock Purchase Rights, the registration fee for such securities is included in the fee for the Common Stock.
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INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

        Pursuant to General Instruction E of Form S-8, the contents of the Registrant's previously-filed registration statement on Form S-8 (File No. 333-36895) relating to the 1999 Long Term Incentive Plan (formerly Tricon Long Term Incentive Plan) are incorporated herein by reference.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on the 30th day of September, 2003.
	YUM! BRANDS, INC.
	By: /s/ Christian L. Campbell
	Christian L. Campbell      Senior Vice President,      General Counsel and Secretary      Chief Franchise Policy 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 date indicated.

Signature		Title	Date
	*
David C. Novak		Chairman of the Board,	September 30, 2003
David C. Novak		Chief Executive Officer
		and President
		(Principal Executive
		Officer)
	*
Andrall E. Pearson		Founding Chairman	September 30, 2003
Andrall E. Pearson
	*
David J. Deno		Chief Financial Officer	September 30, 2003
David J. Deno		(Principal Financial
		Officer)
	*
Brent A. Woodford		Vice President and Controller	September 30, 2003
Brent A. Woodford		(Principal Accounting Officer)
	*
James Dimon		Director	September 30, 2003
James Dimon
		Director
Massimo Ferragamo
	*
J. David Grissom		Director	September 30, 2003
J. David Grissom
		Director
Bonnie G. Hill
	*
Robert Holland, Jr.		Director	September 30, 2003
Robert Holland, Jr.
	*
Sidney Kohl		Director	September 30, 2003
Sidney Kohl
	*
Kenneth G. Langone		Director	September 30, 2003
Kenneth G. Langone
	*
Thomas M. Ryan		Director	September 30, 2003
Thomas M. Ryan
	*
Jackie Trujillo		Director	September 30, 2003
Jackie Trujillo
		Director
Robert J. Ulrich
*By:  /s/ John P. Daly
John P. Daly
Attorney-in-Fact

INDEX TO EXHIBITS
Exhibit Number		Description of Exhibits
4.1	--	Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 26, 1998, as amended by Amendment Number 1 thereto on Form 10-K/A filed on March 24, 1999 (File No. 1-13163), filed under the Securities Exchange Act of 1934)
4.2	--	Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 26, 1998, as amended by Amendment Number 1 thereto on Form 10-K/A filed on March 24, 1999 (File No. 1-13163), filed under the Securities Exchange Act of 1934)
4.3	--	Rights Agreement, dated as of July 21, 1998, between the Registrant and BankBoston, N.A., as Rights Agent (incorporated herein by reference to Exhibit 4.01 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 13, 1998)
5.1	--	Opinion and consent of Christian L. Campbell, Senior Vice President, General Counsel and Secretary, Chief Franchise Policy Officer of the Registrant
23.1	--	Consent of Christian L. Campbell, Senior Vice President, General Counsel and Secretary, Chief Franchise Policy Officer of the Registrant (included in Exhibit 5.1)
23.2	--	Consent of KPMG LLP
24.1	--	Powers of attorney

EX-5.1

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Exhibit 5.1
YUM! Brands, Inc.
1900 Colonel Sanders Lane
Louisville, Kentucky 40232-4550
September 30, 2003
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Secretary of YUM! Brands, Inc. ("YUM!"), I have acted as counsel to YUM! in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed today with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 14,600,000 shares of YUM! Common Stock pursuant to the 1999 Long Term Incentive Plan (the "Plan").
In connection with the opinion set forth below, I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary.
Based upon the foregoing, it is my opinion that the shares being registered pursuant to the Registration Statement to which this opinion is an exhibit, when issued and sold in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
	Very truly yours,
	/s/ Christian L. Campbell
	Christian L. Campbell
	Senior Vice President, General Counsel and Secretary Chief Franchise Policy Officer

EX-23.2

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Exhibit 23.2

Consent of Independent Auditors

The Board of Directors

YUM! Brands, Inc.:

We consent to the use of our audit reports incorporated herein by reference and to the reference to our firm in the Registration Statement on Form S-8 pertaining to the 1999 Long Term Incentive Plan.

KPMG LLP

Louisville, Kentucky

September 30, 2003

EX-24.1

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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, on this 18th day of September, 2003, the undersigned directors and officers of YUM! Brands, Inc. (the "Company") each constitutes and appoints Christian L. Campbell, John P. Daly and Linda J. Gregg, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 of the Company relating to the Company's issuance and sale from time to time of up to 14,600,000 shares of its Common Stock, no par value per share, pursuant to the 1999 Long Term Incentive Plan, and up to 3,500,000 shares of its Common Stock pursuant to the 401(k) Plan, and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents.
	/s/ David C. Novak
	David C. Novak
	Chairman of the Board, Chief Executive Officer
	and President
	(Principal Executive Officer)
	/s/ Andrall E. Pearson
	Andrall E. Pearson
	Founding Chairman
	/s/ David J. Deno
	David J. Deno
	Chief Financial Officer
	(Principal Financial Officer)
	/s/ Brent A. Woodford
	Brent A. Woodford
	Vice President and Controller
	(Principal Accounting Officer)
	/s/ James Dimon
	James Dimon
	Massimo Ferragamo
	/s/ J. David Grissom
	J. David Grissom
	Bonnie G. Hill
	/s/ Robert Holland, Jr.
	Robert Holland, Jr.
	/s/ Sidney Kohl
	Sidney Kohl
	/s/ Kenneth G. Langone
	Kenneth G. Langone
	/s/ Thomas M. Ryan
	Thomas M. Ryan
	/s/ Jackie Trujillo
	Jackie Trujillo
	Robert J. Ulrich