SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                        FORM 10-K/A (Amendment Number 1)
(Mark One)

[|X|]ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [FEE REQUIRED] for the fiscal year ended December 26, 1998
                                       OR
[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE  ACT OF 1934 [NO FEE  REQUIRED]  For the  transition  period  from
     ____________ to _________________

                         Commission file number 1-13163

                         TRICON GLOBAL RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

 North Carolina                                          13-3951308
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                 1441 Gardiner Lane, Louisville, Kentucky 40213
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (502) 874-8300

                                                          Name of Each Exchange
                                  Title of Class           on which Registered
                                 ------------------      -----------------------
  Securities registered 
   pursuant to 12(b) of the Act: Common Stock, no        New York Stock Exchange
                                 par value
                            
                                 Rights to purchase      New York Stock Exchange
                                 Series A Participating 
                                 Preferred Stock, no 
                                 par value, of the 
                                 Registrant

  Securities registered 
   pursuant to 12(g) of the Act: None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X    No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The aggregate  market value of the voting stock (which  consists  solely of
shares of Common Stock ) held by  non-affiliates  of the  registrant as of March
18, 1998,  computed by reference to the closing price of the registrant's Common
Stock  on  the  New  York  Stock  Exchange  Composite  Tape  on  such  date  was
$10,587,855,903.

     The number of shares  outstanding  of the  Registrant's  Common Stock as of
March 18, 1998 was 153,447,187 shares.

     Portions of the definitive proxy statement furnished to shareholders of the
Registrant in connection  with the annual meeting of  shareholders to be held on
May 20, 1999, are incorporated by reference into Part III.

     THE PURPOSE OF THIS AMENDMENT IS TO AMEND SECURITIES REGISTERED PURSUANT TO
12(b) OF THE ACT TO  INCLUDE  THE  RIGHTS  TO  PURCHASE  SERIES A  PARTICIPATING
PREFERRED  STOCK,  NO PAR  VALUE,  OF THE  REGISTRANT  AND THE  NUMBER OF SHARES
OUTSTANDING AS OF MARCH 18, 1999 AS SET FORTH ABOVE.




                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  registrant  has duly  caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.







                                   TRICON GLOBAL RESTAURANTS, INC.    
                                   --------------------------------
                                          (Registrant)





Date:  March 23, 1999              By: /s/ Matthew M. Preston             
                                      -----------------------------
                                   Name:  Matthew M. Preston
                                   Title:   Assistant  Secretary



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