BESTFOODS
S-8 POS, 2000-10-04
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
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  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
                                                  REGISTRATION NO.  333-19217

============================================================================
                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

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

                       POST-EFFECTIVE AMENDMENT NO. 1

                                     TO

                                  FORM S-8

                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                                 BESTFOODS
           (Exact name of registrant as specified in its charter)


            DELAWARE                                       36-2385545
(State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                    Identification Number)

                             700 SYLVAN AVENUE
                            INTERNATIONAL PLAZA
                      ENGLEWOOD CLIFFS, NJ 07632-9976
                     (Address of registrant's principal
                             executive offices)

                      CPC BAKING BUSINESS SAVINGS PLAN
                          (Full title of the plan)

                          EDUARDO B. SANCHEZ, ESQ.
                      VICE PRESIDENT, GENERAL COUNSEL
                                 BESTFOODS
                             700 SYLVAN AVENUE
                            INTERNATIONAL PLAZA
                      ENGLEWOOD CLIFFS, NJ 07632-9976
                               (201) 894-4000

         (Name, address, and telephone number of agent for service)
============================================================================

         Pursuant to Rule  478(a)(4)  under the  Securities Act of 1933, as
amended,   Bestfoods   hereby  withdraws  from   registration   under  this
Registration  Statement  any and  all  shares  of  Bestfoods  Common  Stock
originally  registered hereunder which have not been issued. The CPC Baking
Business  Savings Plan pursuant to which the shares would have been issued,
has either expired by its terms or been terminated and no additional shares
may be issued or sold under such plan.


<PAGE>


                                 SIGNATURES

         Pursuant  to the  requirements  of  the  Securities  Act of  1933,
Bestfoods 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
Post-Effective  Amendment  No.  1  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of New York, State of
New York, on October 4, 2000.

                                     BESTFOODS

                                     /s/ CHARLES R. SHOEMATE
                                     ---------------------------------------
                                     By:  Charles R. Shoemate
                                          President Chief Executive Officer


         Pursuant  to  the   requirements   of  the  Securities  Act,  this
Post-Effective  Amendment  No. 1 has  been  signed  below by the  following
persons in the capacities and on the dates indicated.



  NAME                                   TITLE                    DATED
  ----                                   -----                    -----
   /s/ ROBERT J. GILLESPIE      Executive Vice President,    October 4, 2000
   -------------------------    Strategic Business
   Robert J. Gillespie          Development and Finance


   /s/ PHILIP V. TERENZIO       Vice President and           October 4, 2000
   -------------------------    Controller
   Philip V. Terenzio


   /s/ THOMAS H. FLOYD          Director                     October 4, 2000
   -------------------------
   Thomas H. Floyd


   /s/ A. PETER HARWICH         Director                     October 4, 2000
   -------------------------
   A. Peter Harwich


   /s/ RONALD M. SOIEFER        Director                     October 4, 2000
   -------------------------
   Ronald M. Soiefer




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