Bronfman Edgar M et al – ‘SC 13D/A’ on 3/12/97 re: Seagram Co Ltd

As of:  Wednesday, 3/12/97   ·   Accession #:  893750-97-131   ·   File #:  5-50475

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          75    214K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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 UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549

  SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 10)*   

  THE SEAGRAM COMPANY LTD.
----------------------------------------------------------------------  
  (Name of Issuer)

  common shares without nominal or par value
----------------------------------------------------------------------  
  (Title of Class of Securities)

 811850 10 6
-----------------------------------------------------------------------   
  (CUSIP Number)
  Sarah E. Cogan
  Simpson Thacher & Bartlett
425 Lexington Avenue, New York, New York 10017 (212) 455-3575 
-----------------------------------------------------------------------   
 (Name, Address and Telephone Number of Person Authorized to Receive
 Notices and Communications)

 February 17, 1997
-----------------------------------------------------------------------   
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the      
following box |_|.                                                      

Note:  Six copies of this statement, including all exhibits, should be  
filed with the Commission.  See Rule 13d-1(a) for other parties to whom 
copies are to be sent.                                                  

*The remainder of this cover page shall be filled out for a reporting   
 person's initial filing on this form with respect to the subject class of
 securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.                 

 The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities    
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of 
that section of the Act but shall be subject to all other provisions of 
the Act (however, see the Notes).                                       

PAGE 1 of 75 PAGES

SC 13D/A
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  SCHEDULE 13D

CUSIP No. 811850 10 6                       Page   2   of   75  Pages   

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
    EDGAR M. BRONFMAN, individually, as trustee under certain trusts
  for the benefit of descendants of the late Samuel Bronfman, as
    Managing Partner of Bronfman Associates, as trustee of a certain
charitable foundation and as voting trustee under a certain 
voting trust agreement.                                     

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                       832,028                               
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                    10,739,616                              
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                        832,028                             
WITH                                                            
10  SHARED DISPOSITIVE POWER              
62,794,960  

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
74,125,892  

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
    19.9

14   TYPE OF REPORTING PERSON*                                        
      IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   3   of  75   Pages   

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
THE HON. CHARLES R. BRONFMAN, individually, as director or  
   trustee of certain charitable foundations and as voting trustee
under certain voting trust agreements.                      

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Canada                                        

7   SOLE VOTING POWER                     
NUMBER OF                    122,160,296                              
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                     10,739,616                             
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                       1,411,528                            
WITH                                                            
10  SHARED DISPOSITIVE POWER              
 4,114,520

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
132,899,912 

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
        35.8

14   TYPE OF REPORTING PERSON*                                        
          IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   4   of  75   Pages   

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
PHYLLIS LAMBERT                                             

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Canada                                        

7   SOLE VOTING POWER                     
NUMBER OF                   1,000,000                                 
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                           0                                
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                    1,000,000                               
WITH                                                            
10  SHARED DISPOSITIVE POWER              
   0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
1,000,000   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   0.3

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   5   of   75   Pages  

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
SAMUEL BRONFMAN II, individually and as trustee of a certain
charitable foundation.                                      

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                     113,908                                 
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                     240,000                                
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                      113,908                               
WITH                                                            
10  SHARED DISPOSITIVE POWER              
240,000   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
353,908   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
 0.1

14   TYPE OF REPORTING PERSON*                                        
  IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   6   of   75   Pages  

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
EDGAR BRONFMAN, JR., individually, as trustee under certain 
     trusts for the benefit of descendants of the late Samuel Bronfman
and as trustee of a certain charitable foundation.          

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                      1,639,840                              
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                        240,000                             
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                       1,639,840                            
WITH                                                            
10  SHARED DISPOSITIVE POWER              
62,795,237

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
64,435,077

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
      17.3

14   TYPE OF REPORTING PERSON*                                        
        IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   7   of   75   Pages 

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
MATTHEW BRONFMAN, individually and as trustee under certain 
trusts for the benefit of descendants of the late           
Samuel Bronfman.                                            

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                        240                                  
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                          0                                 
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                         240                                
WITH                                                            
10  SHARED DISPOSITIVE POWER              
62,554,604        

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
62,554,844        

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
16.9  

14   TYPE OF REPORTING PERSON*                                        
IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   8   of   75   Pages  

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
 STEPHEN R. BRONFMAN, individually, as trustee under a certain
    trust for the benefit of descendants of the late Samuel Bronfman
and as director of certain charitable foundations.          

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Canada                                        

7   SOLE VOTING POWER                     
NUMBER OF                       24,000                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                        24,000                              
WITH                                                            
10  SHARED DISPOSITIVE POWER              
28,674,164    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
28,698,164    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   7.7

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   9   of   75   Pages  

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
 ELLEN J. BRONFMAN HAUPTMAN, individually and as trustee under
certain trusts for the benefit of descendants of the late   
Samuel Bronfman.                                            

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Canada                                        

7   SOLE VOTING POWER                     
NUMBER OF                       24,000                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                        24,000                              
WITH                                                            
10  SHARED DISPOSITIVE POWER              
49,620,000    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
49,644,000    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
  13.4

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   10   of   75   Pages

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
HAROLD R. HANDLER, as trustee under certain trusts for the  
benefit of descendants of the late Samuel Bronfman.         

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10  SHARED DISPOSITIVE POWER              
62,554,604    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
62,554,604    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
  16.9

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   11   of   75   Pages

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
 MAYO A. SHATTUCK III, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.         

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10  SHARED DISPOSITIVE POWER              
62,554,604    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
62,554,604    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
      SHARES*                                                        |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
  16.9

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   12   of   75   Pages

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
JOHN L. WEINBERG, individually and as trustee under certain 
trusts for the benefit of descendants of the late           
Samuel Bronfman.                                            

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                       12,000                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                        12,000                              
WITH                                                            
10  SHARED DISPOSITIVE POWER              
62,554,604    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
62,566,604    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
  16.9

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   13  of  75   Pages  

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
ARNOLD M. LUDWICK, as trustee under a certain trust for the 
benefit of descendants of the late Samuel Bronfman and as a 
director of certain charitable foundations.                 

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Canada                                        

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
28,674,164    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
28,674,164    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   7.7

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page  14  of   75   Pages   

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
   ROBERT S. VINEBERG, individually and as trustee under a certain
     trust for the benefit of descendants of the late Samuel Bronfman.

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Canada                                        

7   SOLE VOTING POWER                     
NUMBER OF                       53,200                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                        53,200                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
24,800,000    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
24,853,200    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   6.7

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   15   of  75   Pages 

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
    GARY J. GARTNER, as trustee under certain trusts for the benefit
of descendants of the late Samuel Bronfman.                 

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Canada                                        

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
4,700,000   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
4,700,000   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   1.3

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   16   of  75   Pages 

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
    STEVEN H. LEVIN, as trustee under certain trusts for the benefit
of descendants of the late Samuel Bronfman.                 

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
4,700,000   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
4,700,000   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   1.3

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   17   of  75   Pages 

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
JEFFREY D. SCHEINE, as trustee under certain trusts for the 
benefit of descendants of the late Samuel Bronfman.         

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
4,700,000   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
4,700,000   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   1.3

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   18   of   75   Pages 

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
TREVOR CARMICHAEL, as trustee under a certain trust for the 
benefit of descendants of the late Samuel Bronfman.         

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Barbados                                      

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
24,820,000    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
24,820,000    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   6.7

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   19   of   75   Pages 

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
BARCLAYS FINANCE CORPORATION OF BARBADOS LIMITED, as trustee
    under a certain trust for the benefit of descendants of the late
Samuel Bronfman.                                            

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Barbados                                      

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
24,820,000    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
24,820,000    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   6.7

14   TYPE OF REPORTING PERSON*                                        
    CO

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   20  of   75   Pages  

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
    ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION, as trustee under a
   certain trust for the benefit of descendants of the late Samuel
Bronfman.                                                   

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
Barbados                                      

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                            0                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
24,820,000    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
24,820,000    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   6.7

14   TYPE OF REPORTING PERSON*                                        
    CO

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   21  of   75   Pages  

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
STANLEY N. BERGMAN, as trustee under certain trusts for the 
benefit of descendants of the late Minda de Gunzburg and as 
voting trustee under a certain voting trust agreement.      

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                   10,499,260                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
10,499,260    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
10,499,260    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   2.8

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                    Page   22   of   75   Pages

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
DR. GUIDO GOLDMAN, as trustee under certain trusts for the  
benefit of descendants of the late Minda de Gunzburg and as 
voting trustee under a certain voting trust agreement.      

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                   10,499,260                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
10,499,260    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
10,499,260    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   2.8

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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  SCHEDULE 13D

CUSIP No.     811850 10 6                   Page   23   of   75   Pages 

1   NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           
LEONARD M. NELSON, as trustee under certain trusts for the  
benefit of descendants of the late Minda de Gunzburg and as 
voting trustee under a certain voting trust agreement.      

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |x|
                                                                  (b)  |_|

3   SEC USE ONLY                                                    

4   SOURCE OF FUNDS*                                                
00                                            

 5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) or 2(e)                                           |_|

6   CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                 

7   SOLE VOTING POWER                     
NUMBER OF                            0                                
SHARES                                                            
BENEFICIALLY   8   SHARED VOTING POWER                                  
OWNED BY                   10,499,260                               
EACH                                                            
REPORTING     9   SOLE DISPOSITIVE POWER                              
PERSON                             0                              
WITH                                                            
10   SHARED DISPOSITIVE POWER               
10,499,260    

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
10,499,260    

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN   
       SHARES*                                                         |_|

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               
   2.8

14   TYPE OF REPORTING PERSON*                                        
    IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
  INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
  (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

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             Items 1-6 of the Statement on Schedule 13D, as amended (the
  "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Exchange    
  Act"), with respect to the common shares without nominal or par value (the
 "Shares") of The Seagram Company Ltd., are hereby amended and restated in
their entirety as set forth below.                                      

Item 1.      Security and Issuer.                                       

           The title of the class of equity securities to which this
statement relates is:                                                   

common shares without nominal or par value    

            The name and address of the principal executive offices of
the issuer of such securities are:                                      

The Seagram Company Ltd.                      
1430 Peel Street                              
Montreal, Quebec                              
Canada  H3A 1S9                               

Item 2.      Identity and Background.                                   

Name and                  Principal Business                          
Business Address          or Occupation                Citizenship    
----------------          -------------------          -----------    

EDGAR M. BRONFMAN         Chairman of the Board of     United States  
375 Park Avenue           The Seagram Company Ltd.                    
New York, New York                                                    
USA 10152                                                             

THE HON. CHARLES R.       Co-Chairman of the Board     Canada         
BRONFMAN, P.C., C.C.     and Chairman of the                        
1170 Peel Street          Executive Committee of                      
8th Floor                 The Seagram Company Ltd.                    
Montreal, Quebec                                                      
Canada H3B 4P2                                                        

PHYLLIS LAMBERT           Architect                    Canada         
1920 Baile Street                                                     
Montreal, Quebec                                                      
Canada H3H 2S6                                                        

SAMUEL BRONFMAN II        President of Seagram         United States  
2600 Campus Drive         Chateau & Estate Wines                      
Suite 160                 Company (a division of                      
San Mateo, California     Joseph E. Seagram & Sons,                   
USA 94403                 Inc.)                                       

EDGAR BRONFMAN, JR.       Chief Executive Officer      United States  
375 Park Avenue           and President of The                        
New York, New York        Seagram Company Ltd.                        
USA 10152                                                             

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Name and                  Principal Business                          
Business Address          or Occupation                Citizenship    
----------------          -------------------          -----------    

MATTHEW BRONFMAN          Chief Executive Officer      United States  
30 West 26th Street       of Perfumes Isabell,                        
2nd Floor                 L.L.C. (a perfume                           
New York, New York        company)                                    
USA 10010                                                             

STEPHEN R. BRONFMAN       Private Investor             Canada         
1170 Peel Street                                                      
8th Floor                                                             
Montreal, Quebec                                                      
Canada H3B 4P2                                                        

ELLEN J. BRONFMAN         Private Investor             Canada         
HAUPTMAN                                                              
c/o Withers                                                           
Solicitors                                                            
12 Gough Square                                                       
London, England EC4A                                                  
3DE                                                                   

HAROLD R. HANDLER         Attorney whose               United States  
425 Lexington Avenue      professional corporation                    
New York, New York        is a partner of Simpson                     
USA 10017                 Thacher & Bartlett                          
(attorneys)       

MAYO A. SHATTUCK III      President and Chief          United States  
Alex. Brown & Sons        Operating Officer of                        
Incorporated              Alex. Brown & Sons                          
135 East Baltimore        Incorporated                                
Street                    (investment bankers)                        
Baltimore, Maryland                                                   
USA 21202                                                             

JOHN L. WEINBERG          Senior Chairman of           United States  
85 Broad Street           Goldman, Sachs & Co.                        
New York, New York        (investment bankers)                        
USA 10004                                                             

ARNOLD M. LUDWICK         President and Chief          Canada         
1170 Peel Street          Executive Officer of                        
8th Floor                 Claridge Inc. and Vice                      
Montreal, Quebec          President of The Seagram                    
Canada H3B 4P2            Company Ltd.                                

ROBERT S. VINEBERG        Partner of Goodman           Canada         
1501 McGill College       Phillips & Vineberg                         
Avenue                    (barristers and                             
Montreal, Quebec          solicitors)                                 
Canada H3A 3N9                                                        

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Name and                  Principal Business                          
Business Address          or Occupation                Citizenship    
----------------          -------------------          -----------    

GARY J. GARTNER           Resident Counsel of          Canada         
430 Park Avenue           Goodman Phillips &                          
10th Floor                Vineberg (attorneys)                        
New York, New York                                                    
USA 10022                                                             

STEVEN H. LEVIN           Resident Counsel of          United States  
430 Park Avenue           Goodman Phillips &                          
10th Floor                Vineberg (attorneys)                        
New York, New York                                                    
USA 10022                                                             

JEFFREY D. SCHEINE        Resident Counsel of          United States  
430 Park Avenue           Goodman Phillips &                          
10th Floor                Vineberg (attorneys)                        
New York, New York                                                    
USA 10022                                                             

TREVOR CARMICHAEL,        Barrister, Chancery          Barbados       
Q.C.                      Chambers (attorneys)                        
Chancery Chambers,                                                    
Chancery House                                                        
High Street                                                           
Bridgetown, Barbados                                                  

BARCLAYS FINANCE          Financial Institution        Barbados       
CORPORATION OF                                                        
BARBADOS LIMITED                                                      
Broad Street                                                          
Bridgetown, Barbados                                                  

ROYAL BANK OF CANADA      Financial Institution        Barbados       
(CARIBBEAN)                                                           
CORPORATION                                                           
2nd Floor Building #2                                                 
Chelston Park                                                         
Collymore Rock                                                        
St. Michael, Barbados                                                 

STANLEY N. BERGMAN        Partner of Bergman,          United States  
157 Church Street         Horowitz & Reynolds, P.C.                   
New Haven,                (attorneys)                                 
Connecticut                                                           
USA 06510                                                             

DR. GUIDO GOLDMAN         Director of German           United States  
First Spring              Studies at the Center for                   
Corporation               European Studies at                         
499 Park Avenue           Harvard University and                      
New York, New York        Chairman of First Spring                    
USA 10022                 Corporation (an                             
 investment company)

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Name and                  Principal Business                          
Business Address          or Occupation                Citizenship    
----------------          -------------------          -----------    

LEONARD M. NELSON         Shareholder of Bernstein,    United States  
100 Middle Street         Shur, Sawyer & Nelson,                      
Portland, Maine           P.C. (attorneys)                            
USA 04104                                                             

             During the last five years, none of the foregoing:  (i) has
 been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors); or (ii) was a party to a civil proceeding of a   
 judicial or administrative body of competent jurisdiction and as a result
 of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities  
 subject to, United States federal or state securities laws or finding any
violation with respect to such laws.                                    

Item 3.      Source and Amount of Funds or Other Consideration.         

Not applicable.                               

Item 4.      Purpose of Transaction.                                    

             The persons filing the Schedule 13D currently have no plans
 or proposals of the type which would be required to be disclosed pursuant
to this Item 4.                                                         

Item 5.      Interest in Securities of the Issuer.                      

     Current Ownership.  As of the date hereof, Bronfman
 Associates, a New York general partnership ("BA"), owns 61,068,088 Shares
or approximately 16.5% of the outstanding Shares.  Edgar M. Bronfman is 
the Managing Partner of BA and the other partners of BA are the Edgar   
Miles Bronfman Trust (the "EMBT"), which holds a 99% general partnership
  interest, and the children of Edgar M. Bronfman, including Samuel Bronfman
II, Edgar Bronfman, Jr. and Matthew Bronfman.  The EMBT owns no Shares  
directly.  Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman,    
Harold R. Handler, Mayo A. Shattuck III and John L. Weinberg are the    
trustees of the EMBT and of the PBBT/Edgar Miles Bronfman Family Trust  
 (the "PBBT/EMBFT"), which are trusts for the benefit of Edgar M. Bronfman
and his descendants.  The PBBT/EMBFT owns 1,486,516 Shares or           
approximately 0.40% of the outstanding Shares.                          

             The Charles Bronfman Family Trust (the "CBFT"), the Charles
Rosner Bronfman Family Trust (the "CRBFT"), The Charles Bronfman Trust  
  (the "CBT") and The Charles R. Bronfman Trust (the "CRBT"), trusts for the
benefit of Charles R. Bronfman and his descendants, directly own        
24,820,000 Shares, 24,800,000 Shares, 2,350,000 Shares and 2,350,000    
Shares, or approximately 6.7%, 6.7%, 0.63% and 0.63% of the outstanding 
Shares, respectively.  Ellen J. Bronfman Hauptman, Trevor Carmichael,   
 Barclays Finance Corporation of Barbados Limited and Royal Bank of Canada

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  (Caribbean) Corporation are the trustees of the CBFT, Stephen R. Bronfman,
Ellen J. Bronfman Hauptman, Arnold M. Ludwick and Robert S. Vineberg are
  the trustees of the CRBFT and Gary J. Gartner, Steven H. Levin and Jeffrey
D. Scheine are the trustees of each of the CBT and the CRBT.            

          The Saidye Rosner Bronfman Ruby Trust, the Saidye Rosner
Bronfman Topaz Trust and the Comet Trust (the "de Gunzburg Trusts"),    
trusts for the benefit of descendants of the late Minda de Gunzburg, own
5,536,348 Shares, 4,033,552 Shares and 613,032 Shares, or approximately 
 1.5%, 1.1% and 0.17% of the outstanding Shares, respectively.  Stanley N.
Bergman, Dr. Guido Goldman and Leonard M. Nelson are the trustees of the
de Gunzburg Trusts.                                                     

        Philotecton Canada Inc. ("Philotecton"), a corporation
wholly owned by Phyllis Lambert, owns 828,000 Shares or approximately   
0.22% of the outstanding Shares.                                        

             Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and
the late Minda de Gunzburg are siblings.                                

              The Claridge Foundation, a charitable foundation the members
and directors of which include Charles R. Bronfman, Stephen R. Bronfman 
  and Arnold M. Ludwick, owns 3,280,000 Shares or approximately 0.88% of the
 outstanding Shares.  The Chastell Foundation, a charitable foundation the
members and directors of which include Charles R. Bronfman, Stephen R.  
  Bronfman and Arnold M. Ludwick, owns 594,164 Shares or approximately 0.16%
of the outstanding Shares.  The Samuel Bronfman Foundation, a charitable
foundation the trustees of which include Edgar M. Bronfman, Charles R.  
 Bronfman, Samuel Bronfman II and Edgar Bronfman, Jr., owns 240,000 Shares
or approximately 0.06% of the outstanding Shares.                       

             Edgar M. Bronfman owns directly 240 Shares, holds currently
  exercisable options to acquire 831,788 Shares and serves as an executor of
an estate which owns 356 Shares; Charles R. Bronfman owns directly      
1,002,760 Shares, holds currently exercisable options to acquire 408,768
Shares and serves as an executor of an estate which owns 356 Shares;    
Phyllis Lambert owns directly 172,000 Shares; Samuel Bronfman II owns   
directly 240 Shares and holds currently exercisable options to acquire  
113,668 Shares; Edgar Bronfman, Jr. owns directly 240 Shares, holds     
 currently exercisable options to acquire 1,639,600 Shares and, through an
 investment in the Joseph E. Seagram & Sons, Inc. 401(k) Plan with a value
of $24,540.86 as of December 31, 1996, owns indirectly approximately 633
Shares; Matthew Bronfman owns directly 240 Shares; Stephen R. Bronfman  
owns directly 24,000 Shares; Ellen J. Bronfman Hauptman owns directly   
 24,000 Shares; John L. Weinberg owns directly 12,000 Shares and Robert S.
Vineberg owns indirectly 53,200 Shares.  Except with respect to Shares  
 held by Edgar Bronfman, Jr. through the 401(k) Plan, each of such persons
  has the sole power to vote, or direct the voting of, and the sole power to
dispose of, or direct the disposition of, the Shares stated to be owned 
directly, or indirectly in the case of Mr. Vineberg, by such person.  In
 addition, the spouse of Edgar M. Bronfman owns directly 1,840 Shares, and
the spouse of Charles R. Bronfman owns directly 12,000 Shares.          

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              The power to vote, or direct the voting of, and the power to
  dispose of, or direct the disposition of, the Shares beneficially owned by
 each of the aforementioned trusts is shared by the respective trustees of
  such trusts, except that the authority of the trustees to vote and dispose
of the Shares beneficially owned by the trusts is limited by the voting 
trust agreements and right of first refusal agreements described below. 

          Charles R. Bronfman is the voting trustee under a Voting
  Trust Agreement dated August 3, 1984, as amended, covering the 120,748,768
  Shares owned directly or indirectly by the EMBT, the PBBT/EMBFT, the CBFT,
the CRBFT, the CBT, the CRBT, The Claridge Foundation and The Chastell  
Foundation, along with 700,000 shares owned by Charles R. Bronfman.  See
Item 6 - "Voting Trust Agreements" below.                               

             Edgar M. Bronfman, Charles R. Bronfman, Stanley N. Bergman,
Leonard M. Nelson and Dr. Guido Goldman are the voting trustees under a 
Voting Trust Agreement dated May 15, 1986 covering the 10,182,932 Shares
owned by the de Gunzburg Trusts, and 316,328 Shares owned by Jean de    
Gunzburg.  See Item 6 - "Voting Trust Agreements" below.                

         The Shares subject to the aforementioned voting trusts,
  along with Shares owned by Phyllis Lambert and Philotecton, are subject to
certain right-of-first-refusal agreements.  See Item 6 - "Right of First
Refusal Agreements" below.                                              

      Each person identified in the Schedule 13D expressly
disclaims any beneficial interest in the Shares, except for those Shares
which are stated to be owned directly by such person or, in the case of 
Phyllis Lambert, owned by Philotecton, and except to the extent of such 
person's beneficial interest in a trust which owns such Shares.         

       Except to the extent expressly provided in agreements
  described in the Schedule 13D, the persons filing this statement expressly
disclaim (i) that the trustees of the trusts referred to in the Schedule
13D act as a group with the trustees of any other trusts referred to in 
the Schedule 13D, and (ii) that any group exists with respect to the    
Shares referred to in the Schedule 13D.                                 

            The number of Shares over which the trustees of the trusts
described herein, Phyllis Lambert and Samuel Bronfman II exercise voting
or dispositive power, either sole or shared, are set forth on the cover 
   pages hereto.  Percentages set forth on such cover pages and in this Item 5
are based on the 370,758,256 Shares outstanding as of January 31, 1997. 

             Recent Transactions.  This amendment to the Schedule 13D is
being filed to reflect the recent reorganization of certain family      
ownership interests.  On December 30, 1996, the Charles Rosner Bronfman 
Trust distributed 700,000 Shares to Charles R. Bronfman, sold 875,000   
Shares at $40.875 per Share to each of the CBT and the CRBT and         
 distributed 2,950,000 Shares to the CBFT.  On December 31, 1996, the CBFT
  distributed 2,950,000 Shares to Ellen J. Bronfman Hauptman.  On January 7,
1997, Ellen J. Bronfman Hauptman donated 1,475,000 Shares to each of the
  CBT and the CRBT.  On February 17, 1997, the Charles Rosner Bronfman Trust
 distributed 20,000 Shares to the CBFT and distributed 3,280,000 Shares to
The Claridge Foundation.  After giving effect to such transactions, the 
Charles Rosner Bronfman Trust no longer owns any Shares.                

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Item 6.      Contracts, Arrangements, Understandings or                 
 Relationships with Respect to Securities of the
Issuer                                        

         Voting Trust Agreements.  The aforementioned trusts and
certain related persons are parties to several agreements (the          
"Agreements") governing the voting and disposition of certain of their  
Shares, which Agreements have been previously filed as exhibits to the  
Schedule 13D or are filed herewith.  Reference is made to such exhibits 
 for the complete text of the Agreements, and the following description of
the Agreements is qualified in its entirety by such reference.  The     
following summaries utilize certain capitalized terms (not otherwise    
defined herein) which are defined in the respective Agreements.         

           Original Voting Trust - Charles R. Bronfman is the voting
trustee (the "Voting Trustee") under the Voting Trust Agreement dated   
August 3, 1984, as amended (the "Original Voting Trust"), covering the  
120,748,768 Shares owned directly or indirectly by the EMBT, the        
PBBT/EMBFT, the CBFT, the CRBFT, the CBT, the CRBT, The Claridge        
  Foundation and The Chastell Foundation, along with 700,000 Shares owned by
Charles R. Bronfman.                                                    

              The Original Voting Trust, which has a term of twenty years,
provides that the Voting Trustee will pay to the registered holders of  
Voting Trust Certificates (which represent Shares so deposited) all cash
dividends and other distributions received by the Voting Trustee with   
respect to the deposited Shares, other than distributions of additional 
Shares or other Voting Securities, which will be retained by the Voting 
Trustee.  Additional Shares may be deposited with the Voting Trustee at 
any time.  The Shares subject to the Original Voting Trust may not be   
  sold, transferred, assigned or otherwise dealt with except as permitted by
the Principal RFR Agreement or the Ancillary RFR Agreement, as the case 
may be, described below.  Shares sold pursuant to the Principal RFR     
  Agreement to a purchaser which is not a party to the Original Voting Trust
may be released from the Original Voting Trust.                         

          The Original Voting Trust also provides that each of the
  EMBT Group and CRBT Group (as described below) may appoint a single Voting
Trustee, who must be a Canadian resident on the date of appointment, and
may establish the term of office and mode of replacement for such Voting
Trustee.  In the event any Group (as described below) holds an aggregate
  of less than 16,000,000 Shares, the Voting Trustee nominated by that Group
  must resign and that Group will no longer be entitled to nominate a Voting
Trustee until its aggregate holdings exceed 16,000,000 Shares.  Each of 
the EMBT Group and CRBT Group has agreed that Charles R. Bronfman shall 
serve as the sole Voting Trustee under the Original Voting Trust.       

            The Voting Trustee has the right in his sole discretion to
vote the deposited Shares with respect to any and all matters.  The     
  Original Voting Trust provides that the Voting Trustees, if more than one,
are to act by unanimous decision in exercising the voting rights with   
respect to the deposited Shares.  If the Voting Trustees cannot act     
unanimously, the Original Voting Trust provides for alternate means of  
voting the deposited Shares.                                            

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             Agreement Respecting Original Voting Trust - The members of
the CRBT Group are party to an Agreement Respecting Voting Trust        
Agreement, dated as of December 17, 1992 (the "CRBT Group Agreement"),  
relating to the Original Voting Trust.  The CRBT Group Agreement, which 
terminates on the fifth anniversary of the date of death of Charles R.  
 Bronfman, acknowledges that the parties thereto are bound by the Original
Voting Trust and that Charles R. Bronfman is the nominee of the Group to
  serve as Voting Trustee pursuant to the Original Voting Trust and provides
for his replacement as the nominee of the CRBT Group in the event of his
death, incapacity, resignation, or deemed resignation.  The CRBT Group  
  Agreement further provides that the parties thereto will be deemed to have
 entered into a new voting trust agreement containing specified provisions
of the Original Voting Trust Agreement should the Original Voting Trust 
terminate while the CRBT Group Agreement is in effect.                  

            New Voting Trust - Edgar M. Bronfman, Charles R. Bronfman,
  Stanley N. Bergman, Leonard M. Nelson and Dr. Guido Goldman are the voting
trustees under a Voting Trust Agreement dated May 15, 1986 (the "New    
Voting Trust") covering the 10,182,932 Shares owned by the de Gunzburg  
Trusts, and 316,328 Shares owned by Jean de Gunzburg.  The New Voting   
Trust contains terms which are substantially similar to those of the    
Original Voting Trust.                                                  

           Right-of-First-Refusal Agreements.  The Shares subject to
the aforementioned voting trusts, along with 700,000 Shares owned by    
Charles R. Bronfman and the Shares owned by Phyllis Lambert and         
Philotecton, are subject to certain right-of-first-refusal agreements.  

            Principal RFR Agreement - Certain of the Shares subject to
the aforementioned voting trusts, along with 700,000 Shares owned by    
Charles R. Bronfman and the Shares owned by Phyllis Lambert and         
Philotecton, are subject to a right-of-first-refusal agreement, dated   
August 3, 1984 (the "Principal RFR Agreement"), which places certain    
restrictions on the manner of dispositions by the parties thereto.  The 
restrictions lapse after 20 years.                                      

           The Principal RFR Agreement provides, in general terms,
  that the holders of Shares subject thereto and their respective "Permitted
Transferees" (which term generally includes the beneficiaries of the    
applicable trusts, the lineal descendants of such beneficiaries, and    
  certain other related parties) constitute four "Groups" (the "EMBT Group",
  the "CRBT Group", the "AMBT Group" and the "PBBT Group") and that no Group
may sell Shares which are subject to the Principal RFR Agreement (other 
 than to persons who would be Permitted Transferees of that Group) without
 first permitting the other Groups an opportunity to purchase such Shares.

          The Principal RFR Agreement provides that no member of a
Group may sell Shares to a person other than a Permitted Transferee of  
 such Group, without first offering such Shares to the other Groups.  Each
  other Group has a period of 30 days in which to purchase its proportionate
 share of the offered Shares (based upon its holding of Shares) at a price
equal to (i) the purchase price offered by a third party, if the sale to
such party is not to be made on an exchange, or (ii) the average sale   
price of the Shares on The Montreal Exchange and The Toronto Stock      

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Exchange or, in certain cases, The New York Stock Exchange, during the  
four consecutive trading days preceding the Notice Receipt Date, if the 
Shares are to be sold on an exchange.  If not all the Groups elect to   
 purchase the offered Shares, the purchasing Groups may choose to purchase
 the Shares to which the non-purchasing Group was entitled, provided that,
  in the event of a private sale to a third party, the offering Group is not
required to sell the offered Shares to such purchasing Groups unless all
the offered Shares are so purchased.                                    

          The Principal RFR Agreement further provides that if the
CRBT Group and the EMBT Group jointly offer to sell some or all of their
 Shares to a third party, they must first offer to sell such Shares to the
 AMBT Group and the PBBT Group and, in addition, must cause the offeror to
make an offer to the AMBT Group and the PBBT Group to purchase all or a 
  proportionate share (depending upon the circumstances) of the Shares owned
by such Groups.                                                         

           In addition, any Group may sell Shares to any other Group
 only after the other two Groups are permitted the opportunity to purchase
their proportionate share of the offered Shares.                        

             The Principal RFR Agreement also provides that purchases or
 sales of blocks of Shares (as defined in the Principal RFR Agreement) may
not be made until after the other Groups have had an opportunity to     
participate in such purchase or sale, as the case may be, on a          
proportionate basis.                                                    

      The Principal RFR Agreement may be amended by Groups
collectively owning two-thirds of the Shares subject to the Agreement,  
subject to the veto right of any Group owning not less than 8,000,000   
 Shares.  Any Group which registers opposition to a duly adopted amendment
may thereafter withdraw its Shares from the Principal RFR Agreement.    

          CRBT Group RFR Agreement - Members of the CRBT Group are
further subject to a right-of-first-refusal agreement, dated as of      
December 17, 1992 (the "CRBT Group RFR Agreement"), which, among other  
things, places certain restrictions on the manner of dispositions of    
Shares by the members of the CRBT Group, including by reaffirming that  
 such dispositions be made in accordance with the Principal RFR Agreement.
Generally, under the CRBT Group RFR Agreement members of the CRBT Group 
have rights of first refusal among themselves that are substantially    
similar to the rights of first refusal among the Groups under the       
 Principal RFR Agreement.  In addition, the prior approval of the trustees
of the Charles Rosner Bronfman Trust is required for the transfer or    
 other disposition of Shares by any member of the CRBT Group other than to
a permitted transferee of such member and for the pledge or other       
encumbrance of Shares by any member of the CRBT Group.                  

           Ancillary RFR Agreement - Members of the AMBT Group, EMBT
and the Charles Rosner Bronfman Trust are subject to a right-of-first-  
refusal agreement, dated as of August 3, 1984 (the "Ancillary RFR       
Agreement"), which, among other things, places certain restrictions on  
the manner and volume of dispositions of certain Shares by the parties. 

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              The Ancillary RFR Agreement provides, in general terms, that
members of the AMBT Group may not, at any time after November 10, 1984, 
sell Shares subject to the Ancillary RFR Agreement (other than to       
 Permitted Transferees) without first offering such Shares to EMBT and the
Charles Rosner Bronfman Trust.  The EMBT and the Charles Rosner Bronfman
 Trust have a period of 30 days in which to purchase the offered Shares at
 a price equal to (i) the closing price of the Shares on the Toronto Stock
Exchange on the Notice Date, if the sale is to be made on an exchange or
  (ii) the purchase price offered by a third party, if the sale is not to be
made on an exchange.  If neither EMBT nor the Charles Rosner Bronfman   
Trust exercise their rights of first refusal the offering member of the 
  AMBT Group may sell such offered Shares within the 90-day period following
the end of the aforementioned 30-day period.                            

           The Ancillary RFR Agreement further provides that if EMBT
  and the Charles Rosner Bronfman Trust jointly offer to sell some or all of
their Shares to a third party, they must first offer to sell such Shares
to the AMBT Group.  In addition, EMBT and the Charles Rosner Bronfman   
Trust may require the AMBT Group to sell all of its Shares (or a portion
thereof if EMBT and the Charles Rosner Bronfman Trust intend to sell a  
majority but not all of their Shares) to a third party at the same price
per Share and on the same terms and conditions as those set forth in the
offer acceptable to EMBT and the Charles Rosner Bronfman Trust.         

Item 7.      Material to be Filed as Exhibits.                          

A.      Powers of Attorney.                                   

  B.      Agreement Respecting Voting Trust Agreement, dated as of
December 17, 1992.                            

    C.      Right of First Refusal Agreement, dated as of December 17,
1992.                                         

D.      Joint filing Agreement.                               

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Signatures                                                              

             After reasonable inquiry and to the best of their knowledge
  and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.                                

DATED:  March 12, 1997                                                  

                                         EDGAR M. BRONFMAN, individually, as
                                      trustee under certain trusts for
                                       the benefit of descendants of the
                                       late Samuel Bronfman, as Managing
                                        Partner of Bronfman Associates, as
                                     trustee of a certain charitable
                                      foundation and as voting trustee
                                  under a certain voting trust
               agreement

                                   by:     /s/ Harold R. Handler
                                       Harold R. Handler
                                                Attorney-in-Fact (Pursuant
                                            to  Powers of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                   THE HON. CHARLES R. BRONFMAN,
                                  individually, as director or
                                   trustee of certain charitable
                                       foundations and as voting trustee
                                under certain voting trust
                agreements

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                     PHYLLIS LAMBERT

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney

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                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                      SAMUEL BRONFMAN II, individually
                                 and as trustee of a certain
                           charitable foundation

                                   by:     /s/ Harold R. Handler
                                       Harold R. Handler
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                        EDGAR BRONFMAN, JR., individually,
                                         as trustee under certain trusts for
                                       the benefit of descendants of the
                                         late Samuel Bronfman and as trustee
                                        of a certain charitable foundation

                                   by:     /s/ Harold R. Handler
                                       Harold R. Handler
                                                Attorney-in-Fact (Pursuant
                                           to Powers of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                        MATTHEW BRONFMAN, individually and
                                         as trustee under certain trusts for
                                       the benefit of descendants of the
                          late Samuel Bronfman

                                   by:     /s/ Harold R. Handler
                                       Harold R. Handler
                                                Attorney-in-Fact (Pursuant
                                           to Powers of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

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                                        STEPHEN R. BRONFMAN, individually,
                                      as trustee under a certain trust
                                       for the benefit of descendants of
                                     the late Samuel Bronfman and as
                                      director of a certain charitable
                foundation

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                 ELLEN J. BRONFMAN HAUPTMAN,
                                       individually and as trustee under
                                       certain trusts for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                           /s/ Harold R. Handler
                                         HAROLD R. HANDLER, as trustee under
                                       certain trusts for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                      MAYO A. SHATTUCK III, as trustee
                                  under certain trusts for the
                                        benefit of descendants of the late
                     Samuel Bronfman

                                   by:     /s/ Harold R. Handler
                                       Harold R. Handler
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                     filed herewith)

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                                        JOHN L. WEINBERG, individually and
                                         as trustee under certain trusts for
                                       the benefit of descendants of the
                          late Samuel Bronfman

                                   by:     /s/ Harold R. Handler
                                       Harold R. Handler
                                                Attorney-in-Fact (Pursuant
                                            to  Powers of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                         ARNOLD M. LUDWICK, as trustee under
                                        a certain trust for the benefit of
                                    descendants of the late Samuel
                                   Bronfman and as a director of
                                    certain charitable foundations

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                    ROBERT S. VINEBERG, as trustee
                                   under a certain trust for the
                                        benefit of descendants of the late
                     Samuel Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                               previously filed with the
                                             Securities and Exchange
                                 Commission)

                                       GARY J. GARTNER, as trustee under
                                       certain trusts for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                     filed herewith)

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                                       STEVEN H. LEVIN, as trustee under
                                       certain trusts for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                     filed herewith)

                                         JEFFREY D. SCHEINE as trustee under
                                       certain trusts for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                     filed herewith)

                                         TREVOR CARMICHAEL, as trustee under
                                        a certain trust for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                     filed herewith)

                                     BARCLAYS FINANCE CORPORATION OF
                                        BARBADOS LIMITED, as trustee under
                                        a certain trust for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                     filed herewith)

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                                      ROYAL BANK OF CANADA (CARIBBEAN)
                                     CORPORATION, as trustee under a
                                      certain trust for the benefit of
                                    descendants of the late Samuel
              Bronfman

                                by:     /s/ Michel Boucher
                                    Michel Boucher
                                                Attorney-in-Fact (Pursuant
                                            to a Power of Attorney
                                     filed herewith)

                            /s/ Stanley N. Bergman

                                    STANLEY N. BERGMAN, as trustee
                                  under certain trusts for the
                                        benefit of descendants of the late
                                     Minda de Gunzburg and as voting
                                    trustee under a certain voting
                     trust agreement

                       /s/ Guido Goldman
                                         DR. GUIDO GOLDMAN, as trustee under
                                       certain trusts for the benefit of
                                      descendants of the late Minda de
                                    Gunzburg and as voting trustee
                                  under a certain voting trust
               agreement

                           /s/ Leonard M. Nelson
                                         LEONARD M. NELSON, as trustee under
                                       certain trusts for the benefit of
                                      descendants of the late Minda de
                                    Gunzburg and as voting trustee
                                  under a certain voting trust
               agreement

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 EXHIBIT INDEX

                                                                Sequentially
   Description of Exhibit                                        Numbered Page

 A.   Powers of Attorney                                                41

B.   Agreement Respecting Voting Trust Agreement, dated as of           
      December 17, 1992                                                 49

C.   Right of First Refusal Agreement, dated as of December 17,         
      1992                                                              55

 D.   Joint Filing Agreement                                            69

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EXHIBIT A 

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POWER OF ATTORNEY 

      KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, individually,
as a trustee of the Edgar Miles Bronfman Trust, and in any other capacity,      
hereby constitutes and appoints EDGAR M. BRONFMAN, EDGAR BRONFMAN, JR.,         
MATTHEW BRONFMAN, HAROLD R. HANDLER and JOHN L. WEINBERG and each of them       
severally, as his true and lawful attorneys and agents, with power to act       
with or without the others and with full power of substitution and              
resubstitution, to execute in the name, place and stead of the undersigned      
any statement or report, including any amendment to any statement or report,    
required to be filed with respect to the undersigned under Section 13 or        
Section 16 of the United States Securities Exchange Act of 1934, as amended,    
and any rules, regulations and requirements thereunder, or any statement or     
report, including any amendment to any statement or report, required to be      
filed with respect to the undersigned under any comparable laws, rules,         
regulations and requirements of any foreign jurisdiction, and to file any of    
the same with the Securities and Exchange Commission and any other              
appropriate U.S. and foreign regulatory authorities, said attorneys and         
agents having full power and authority to do and perform in the name and on     
behalf of the undersigned every act necessary to be done in the premises as     
fully and as effectually as the undersigned might or could do in person; and    
the undersigned hereby ratifies and confirms all that said attorneys and        
agents shall do or cause to be done by virtue hereof.                           

       IN WITNESS WHEREOF the undersigned has subscribed these presents as
of the 30th day of June, 1996.                                                  

                /s/ Mayo A. Shattuck III

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POWER OF ATTORNEY 

      KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the
undersigned's capacity as a trustee of the Charles R. Bronfman Trust, hereby    
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.        
VINEBERG and each of them severally, as the undersigned's true and lawful       
attorneys and agents, with power to act with or without the others and with     
full power of substitution and resubstitution, to execute in the name, place    
and stead of the undersigned any statement or report, including any amendment   
to any statement or report, required to be filed with respect to the            
undersigned under Section 13 or Section 16 of the United States Securities      
Exchange Act of 1934, as amended, and any rules, regulations and requirements   
thereunder, or any statement or report, including any amendment to any          
statement or report, required to be filed with respect to the undersigned       
under any comparable laws, rules, regulations and requirements of any foreign   
jurisdiction, and to file any of the same with the Securities and Exchange      
Commission and any other appropriate U.S. and foreign regulatory authorities,   
said attorneys and agents having full power and authority to do and perform     
in the name and on behalf of the undersigned every act necessary to be done     
in the premises as fully and as effectually as the undersigned might or could   
do in person; and the undersigned hereby ratifies and confirms all that said    
attorneys and agents shall do or cause to be done by virtue hereof.             

       IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 30, 1996.                                                           

           /s/ Gary J. Gartner

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POWER OF ATTORNEY 

      KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the
undersigned's capacity as a trustee of the Charles R. Bronfman Trust, hereby    
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.        
VINEBERG and each of them severally, as the undersigned's true and lawful       
attorneys and agents, with power to act with or without the others and with     
full power of substitution and resubstitution, to execute in the name, place    
and stead of the undersigned any statement or report, including any amendment   
to any statement or report, required to be filed with respect to the            
undersigned under Section 13 or Section 16 of the United States Securities      
Exchange Act of 1934, as amended, and any rules, regulations and requirements   
thereunder, or any statement or report, including any amendment to any          
statement or report, required to be filed with respect to the undersigned       
under any comparable laws, rules, regulations and requirements of any foreign   
jurisdiction, and to file any of the same with the Securities and Exchange      
Commission and any other appropriate U.S. and foreign regulatory authorities,   
said attorneys and agents having full power and authority to do and perform     
in the name and on behalf of the undersigned every act necessary to be done     
in the premises as fully and as effectually as the undersigned might or could   
do in person; and the undersigned hereby ratifies and confirms all that said    
attorneys and agents shall do or cause to be done by virtue hereof.             

       IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 30, 1996.                                                           

           /s/ Steven H. Levin

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POWER OF ATTORNEY 

      KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the
undersigned's capacity as a trustee of the Charles Bronfman Trust, hereby       
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.        
VINEBERG and each of them severally, as the undersigned's true and lawful       
attorneys and agents, with power to act with or without the others and with     
full power of substitution and resubstitution, to execute in the name, place    
and stead of the undersigned any statement or report, including any amendment   
to any statement or report, required to be filed with respect to the            
undersigned under Section 13 or Section 16 of the United States Securities      
Exchange Act of 1934, as amended, and any rules, regulations and requirements   
thereunder, or any statement or report, including any amendment to any          
statement or report, required to be filed with respect to the undersigned       
under any comparable laws, rules, regulations and requirements of any foreign   
jurisdiction, and to file any of the same with the Securities and Exchange      
Commission and any other appropriate U.S. and foreign regulatory authorities,   
said attorneys and agents having full power and authority to do and perform     
in the name and on behalf of the undersigned every act necessary to be done     
in the premises as fully and as effectually as the undersigned might or could   
do in person; and the undersigned hereby ratifies and confirms all that said    
attorneys and agents shall do or cause to be done by virtue hereof.             

       IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 30, 1996.                                                           

              /s/ Jeffrey D. Scheine

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POWER OF ATTORNEY 

      KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in its
capacity as a trustee of the Charles Bronfman Family Trust, hereby              
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.        
VINEBERG and each of them severally, as the undersigned's true and lawful       
attorneys and agents, with power to act with or without the others and with     
full power of substitution and resubstitution, to execute in the name, place    
and stead of the undersigned any statement or report, including any amendment   
to any statement or report, required to be filed with respect to the            
undersigned under Section 13 or Section 16 of the United States Securities      
Exchange Act of 1934, as amended, and any rules, regulations and requirements   
thereunder, or any statement or report, including any amendment to any          
statement or report, required to be filed with respect to the undersigned       
under any comparable laws, rules, regulations and requirements of any foreign   
jurisdiction, and to file any of the same with the Securities and Exchange      
Commission and any other appropriate U.S. and foreign regulatory authorities,   
said attorneys and agents having full power and authority to do and perform     
in the name and on behalf of the undersigned every act necessary to be done     
in the premises as fully and as effectually as the undersigned might or could   
do in person; and the undersigned hereby ratifies and confirms all that said    
attorneys and agents shall do or cause to be done by virtue hereof.             

       IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 18, 1996.                                                           

                       /s/ Dr. Trevor Carmichael, Q.C.

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POWER OF ATTORNEY 

      KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in its
capacity as a trustee of the Charles Bronfman Family Trust, hereby              
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.        
VINEBERG and each of them severally, as the undersigned's true and lawful       
attorneys and agents, with power to act with or without the others and with     
full power of substitution and resubstitution, to execute in the name, place    
and stead of the undersigned any statement or report, including any amendment   
to any statement or report, required to be filed with respect to the            
undersigned under Section 13 or Section 16 of the United States Securities      
Exchange Act of 1934, as amended, and any rules, regulations and requirements   
thereunder, or any statement or report, including any amendment to any          
statement or report, required to be filed with respect to the undersigned       
under any comparable laws, rules, regulations and requirements of any foreign   
jurisdiction, and to file any of the same with the Securities and Exchange      
Commission and any other appropriate U.S. and foreign regulatory authorities,   
said attorneys and agents having full power and authority to do and perform     
in the name and on behalf of the undersigned every act necessary to be done     
in the premises as fully and as effectually as the undersigned might or could   
do in person; and the undersigned hereby ratifies and confirms all that said    
attorneys and agents shall do or cause to be done by virtue hereof.             

       IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 19, 1996.                                                           

           /s/ Barclays Finance Corporation of
Barbados Limited

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POWER OF ATTORNEY 

      KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in its
capacity as a trustee of the Charles Bronfman Family Trust, hereby              
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.        
VINEBERG and each of them severally, as the undersigned's true and lawful       
attorneys and agents, with power to act with or without the others and with     
full power of substitution and resubstitution, to execute in the name, place    
and stead of the undersigned any statement or report, including any amendment   
to any statement or report, required to be filed with respect to the            
undersigned under Section 13 or Section 16 of the United States Securities      
Exchange Act of 1934, as amended, and any rules, regulations and requirements   
thereunder, or any statement or report, including any amendment to any          
statement or report, required to be filed with respect to the undersigned       
under any comparable laws, rules, regulations and requirements of any foreign   
jurisdiction, and to file any of the same with the Securities and Exchange      
Commission and any other appropriate U.S. and foreign regulatory authorities,   
said attorneys and agents having full power and authority to do and perform     
in the name and on behalf of the undersigned every act necessary to be done     
in the premises as fully and as effectually as the undersigned might or could   
do in person; and the undersigned hereby ratifies and confirms all that said    
attorneys and agents shall do or cause to be done by virtue hereof.             

       IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 18, 1996.                                                           

                /s/ Royal Bank of Canada
                       (Caribbean) Corporation

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EXHIBIT B 

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AGREEMENT RESPECTING VOTING TRUST AGREEMENT 

MEMORANDUM OF AGREEMENT entered into as of the 17th day of  
December, 1992.                                                                 

BY AND BETWEEN:  CHARLES R. BRONFMAN, STEPHEN ROSNER BRONFMAN, SENATOR E. LEO   
      KOLBER, PHYLLIS LAMBERT, SAMUEL MINZBERG, and ROBERT
            VINEBERG, es qualite, as trustees of the trust established
             by Deed of Donation dated May 1, 1942 by Samuel Bronfman to
          Allan Bronfman, Lazarus Phillips, K.C., and Henry Gordon
            Norman in favour of Charles Rosner Bronfman and his issue;

(herein referred to as the "CRBT")            

AND:             STEPHEN ROSNER BRONFMAN, ELLEN JANE BRONFMAN, ARNOLD M.        
                LUDWICK and ROBERT S. VINEBERG, es qualite, as trustees of the
         trust established by Deed of Donation by Stephen Rosner
          Bronfman to the said Stephen Rosner Bronfman, Ellen Jane
                Bronfman, Arnold M. Ludwick and Robert S. Vineberg, which deed
               was executed before Mtre Sheldon Merling, Notary, on February
               8, 1988 and registered at Montreal on February 10, 1988 under
number 3983977;                               

(herein referred to as the "CRBFT")           

AND:             GARY GARTNER, LAWRENCE GILBERTI and STEVEN LEVIN, es qualite,  
             as trustees of the trust established by Deed of Donation by
              Ellen Jane Bronfman to the said Ellen Jane Bronfman, Stephen
            Rosner Bronfman, Arnold M. Ludwick and Robert S. Vineberg,
              which deed was executed before Earl Merling, Notary, on June
        28, 1988 and registered at the Registry Office for the
         Registration Division of Montreal under number 4046329;

(herein referred to as the "CBFT")              

AND:            CHARLES ROSNER BRONFMAN, Executive, of the City of Westmount,   
Province of Quebec                              

(herein referred to as "CRB")                   

AND:            ELLEN JANE BRONFMAN, Executive, of the City of New York,        
State of New York                               

(herein referred to as "EJB")                   

AND:            STEPHEN ROSNER BRONFMAN, Executive, of the City of Montreal,    
Province of Quebec                              

(herein referred to as "SRB")                   

         WHEREAS the CRBT and CRB were among the parties to that
certain Voting Trust Agreement entered into on August 3, 1984 among the Edgar   
Miles Bronfman Trust, the CRBT, the Aileen Minda Bronfman Trust, CRB,           
Bancroft Investments Limited, M.A.B. Holdings Limited, the Honourable E. Leo    
Kolber and Philip F. Vineberg, which Voting Trust Agreement governs the         

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manner in which the common shares of The Seagram Company Ltd. owned by the      
parties thereto shall be voted and is herein referred to as the "Voting Trust   
Agreement";                                                                     

           WHEREAS pursuant to an agreement dated December 30, 1991,
the CRBT transferred to the CBFT its beneficial interest in six million two     
hundred thousand (6,200,000) Seagram Shares, which Seagram Shares have          
subsequently been divided on a four for one basis;                              

            WHEREAS the CBFT is a Permitted Transferee of the CRBT and
contemporaneously with the transfer by the CRBT to the CBFT of the beneficial   
interest in six million two hundred thousand (6,200,000) Seagram Shares, the    
CBFT entered into an agreement pursuant to which the CBFT undertook to be       
bound by the provisions of the Voting Trust Agreement as if it had been an      
original signatory thereto;                                                     

            WHEREAS the CRBT proposes to transfer an additional number
of Seagram Shares to the CRBFT;                                                 

           WHEREAS the parties hereto wish to recognize their rights
and obligations pursuant to the Voting Trust Agreement and to provide to and    
in favour of one another certain additional covenants and agreements with       
respect to the voting of the Seagram Shares presently owned by them and which   
they may acquire in the future.                                                 

NOW THEREFORE THIS AGREEMENT WITNESSETH:      

1.       The preamble hereto shall form an integral part hereof.                

2.       For the purposes hereof, capitalized terms shall have the meanings     
  ascribed thereto in the Voting Trust Agreement, unless otherwise
herein defined.                                               

3.       Each of the parties to this agreement which is a holder of Seagram     
   Shares (or a beneficial interest therein) acknowledges that it is
     bound by the Voting Trust Agreement and each of the parties to this
   agreement which is not presently a holder of Seagram Shares (or a
     beneficial interest therein) acknowledges that upon its acquisition
 of a beneficial interest in Seagram Shares, it shall execute an
 agreement undertaking that it will be bound by the Voting Trust
Agreement as if it had been an original signatory thereto as a
 Shareholder, the whole in accordance with the provisions of the
Voting Trust Agreement.                                       

4.       The parties acknowledge that CRB is the nominee of the CRBT Group to   
    serve as Voting Trustee pursuant to the Voting Trust Agreement and
    that CRB shall remain as the nominee of the CRBT Group to serve as
 Voting Trustee pursuant to the Voting Trust Agreement until his
      resignation, death or incapacity; CRB while he is the nominee of the
    CRBT Group to serve as Voting Trustee pursuant to the Voting Trust
      Agreement, and each of his successors thereto, is herein referred to
as the "CRBT Voting Trustee".                                 

5.       In the event that it shall be determined by the vote or written        
    confirmation of the trustees of the CRBT then in office (or if the
     CRBT be no longer in existence, by the persons who were trustees of

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     the CRBT immediately prior to its dissolution) that the CRBT Voting
Trustee is incapable of fulfilling his functions, and such    
      determination is confirmed in writing by both of SRB and EJB (except
     in the event of the death or incapacity of either of them, in which
   event the confirmation of the other of them shall be required and
    except in the event of the death or incapacity of both of them, in
    which event no such confirmation shall be required), then the CRBT
     Voting Trustee shall be deemed to be incapable and to have resigned
as CRBT Voting Trustee.                                       

6.       In the event of the death, incapacity, resignation or deemed           
      resignation of the CRBT Voting Trustee, he shall be replaced as CRBT
       Voting Trustee by such person as shall be approved by the vote of the
     trustees of the CRBT, of the CRBFT and of the CBFT, the trustees of
     each such trust voting as a group, and as shall also be approved by
each of SRB and EJB (except in the event of their death or    
     incapacity, in which event such approval shall not be required); in
the event that the trustees of the CRBT, the CRBT and the CBFT
      together with SRB and EJB cannot thus determine the person to act as
       the replacement CRBT Voting Trustee, then the replacement CRBT Voting
     Trustee shall be such person as shall be determined by the trustees
of the CRBT.  Whenever reference is made in this section to an
       approval or determination by the Trustees of the CRBT and the CRBT is
      no longer in existence, then such approval or determination shall be
       required by the majority of the persons who were trustees of the CRBT
immediately prior to its dissolution.                         

7.       The CRBT Voting Trustee shall possess and be entitled to exercise in   
  his sole and uncontrolled discretion all shareholders' rights of
 every kind with respect to the Voting Trust Securities directly
       and/or beneficially owned by the parties to this agreement (save that
  the CRBT Voting Trustee shall not, as such, be entitled to sell,
      hypothecate, mortgage, pledge, cede or otherwise transfer the Voting
      Trust Securities) including the right to vote and to take part in or
       consent to any corporate or shareholders' action in respect of and as
        holders of all and any such shares or other securities. In particular,
but without restriction, the CRBT Voting Trustee shall in his 
        exclusive discretion determine whether he shall be a Dissenting Voting
     Trustee as referred to in Sections 9.9 and 9.10 of the Voting Trust
      Agreement and the parties hereto who are not the CRBT Voting Trustee
         hereby disclaim any right or authority to exercise any of the rights of
         dissent granted by Sections 9.9 and 9.10 of the Voting Trust Agreement.

8.       This agreement shall terminate (the "Termination Date") on the date    
       which is the fifth anniversary of the date of death of CRB and in the
      event that the Voting Trust Agreement shall have terminated prior to
the Termination Date, the parties hereto shall, on the date of
      termination of the Voting Trust Agreement, be deemed to have entered
   into a new voting trust agreement among the parties hereto, which
    voting trust agreement shall have the term referred to herein, the
     sole Voting Trustee thereunder shall be the CRBT Voting Trustee and
   the provisions of Articles 4, 5, 6, 7, 9 (excluding Sections 9.9,
  9.10 and 9.11), 10 and 11, and Sections 8.4, 8.5 and 8.6, of the
Voting Trust Agreement shall apply to such new voting trust   
agreement, mutatis mutandis, except to the extent where such  
provisions are manifestly inapplicable.                       

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9.       In the event that any of the parties to this agreement shall transfer  
   any Seagram Shares or any beneficial interest therein to any CRBT
 Permitted Transferee, it shall be a condition precedent to such
transfer that such CRBT Permitted Transferee shall execute an 
       agreement, in form and substance satisfactory to legal counsel to the
CRBT, undertaking to be bound by the present agreement.       

10.      Whenever in this agreement the approval of the Trustees of the CRBT,   
 of the CRBFT or of the CBFT is required, such approval shall be
       deemed to have been given upon the affirmative vote, or the execution
       of a written instrument to such effect, of a majority of the Trustees
 of the CRBT, CRBFT or CBFT (as the case may be) then in office.

11.      Any notice, request or other instrument which may be or is required    
       to be given under this agreement shall be delivered in person or sent
        by overnight courier delivery or by telecopier and shall be addressed:

i)      If to the CRBT, CRBFT, CRB or SRB at:                 

1170 Peel Street                              
8th Floor                                     
Montreal, Quebec                              
H3B 4P2                                       

Telecopier:  (514) 878-5298                   

with a copy to:                               

Phillips & Vineberg                           
5 Place Ville Marie                           
Suite 1700                                    
Montreal, Quebec                              
H3B 2G2                                       

Attention:  Robert S. Vineberg                

Telecopier:  (514) 866-0161                   

ii)     If to CBFT or EJB at:                                 

Goodman Phillips & Vineberg                   
430 Park Avenue                               
10th Floor                                    
New York, NY  10022                           

Attention:  Steven Levin                      

Telecopier:  (212) 308-0132                   

12.      This agreement shall be binding upon and enure to the benefit of the   
  heirs, executors, personal representatives and successors of the
parties hereto.                                               

13.      The present agreement shall be governed by and construed in            
    accordance with the laws of the Province of Quebec and the laws of
Canada applicable therein.                                    

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14.      The parties hereby acknowledge that it is their express wish that      
   this agreement be drawn in the English language only; les parties
       reconnaissent que c'est leur volonte expresse que la presente entente
soit redigee en langue anglaise seulement.                    

             IN WITNESS WHEREOF the parties have executed this agreement
as of the date first above stated.                                              

                           CHARLES ROSNER BRONFMAN TRUST

                         PER: /s/ Robert S. Vineberg
                                        ------------------------------
                     Trustee

                        PER: /s/ Samuel Minzberg
                                        ------------------------------
                     Trustee

                              CHARLES ROSNER BRONFMAN FAMILY
     TRUST

                           PER: /s/ Robert S. Vineberg
                                        ------------------------------
                     Trustee

                          PER: /s/ Arnold M. Ludwick
                                        ------------------------------
                     Trustee

                             CHARLES BRONFMAN FAMILY TRUST

                            PER: /s/ Lawrence F. Giberti
                                        ------------------------------
                     Trustee

                        PER: /s/ Gary J. Gartner
                                        ------------------------------
                     Trustee

                           /s/ Charles Rosner Bronfman
                                   -----------------------------------
                       CHARLES ROSNER BRONFMAN

                       /s/ Ellen Jane Bronfman
                                 -----------------------------------
                   ELLEN JANE BRONFMAN

                           /s/ Stephen Rosner Bronfman
                                   -----------------------------------
                       STEPHEN ROSNER BRONFMAN

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EXHIBIT C   

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RIGHT OF FIRST REFUSAL AGREEMENT  

MEMORANDUM OF AGREEMENT entered into as of the 17th day of  
December, 1992.                                                                 

BY AND BETWEEN:  CHARLES R. BRONFMAN, STEPHEN ROSNER BRONFMAN, SENATOR E. LEO   
      KOLBER, PHYLLIS LAMBERT, SAMUEL MINZBERG, and ROBERT
            VINEBERG, es qualite, as trustees of the trust established
             by Deed of Donation dated May 1, 1942 by Samuel Bronfman to
          Allan Bronfman, Lazarus Phillips, K.C., and Henry Gordon
            Norman in favour of Charles Rosner Bronfman and his issue;

(herein referred to as the "CRBT")            

AND:             STEPHEN ROSNER BRONFMAN, ELLEN JANE BRONFMAN, ARNOLD M.        
            LUDWICK and ROBERT S. VINEBERG, es qualite, as trustees of
             the trust established by Deed of Donation by Stephen Rosner
          Bronfman to the said Stephen Rosner Bronfman, Ellen Jane
           Bronfman, Arnold M. Ludwick and Robert S. Vineberg, which
           deed was executed before Mtre Sheldon Merling, Notary, on
             February 8, 1988 and registered at Montreal on February 10,
1988 under number 3983977;                    

(herein referred to as the "CRBFT")           

AND:             GARY GARTNER, LAWRENCE GILBERTI and STEVEN LEVIN, es           
          qualite, as trustees of the trust established by Deed of
        Donation by Ellen Jane Bronfman to the said Ellen Jane
          Bronfman, Stephen Rosner Bronfman, Arnold M. Ludwick and
         Robert S. Vineberg, which deed was executed before Earl
         Merling, Notary, on June 28, 1988 and registered at the
           Registry Office for the Registration Division of Montreal
under number 4046329;                         

(herein referred to as the "CBFT")            

AND:             CHARLES ROSNER BRONFMAN, Executive, of the City of             
Westmount, Province of Quebec                 

(herein referred to as "CRB")                 

AND:             ELLEN JANE BRONFMAN, Executive, of the City of New York,       
State of New York                             

(herein referred to as "EJB")                 

AND:             STEPHEN ROSNER BRONFMAN, Executive, of the City of Montreal,   
Province of Quebec                            

(herein referred to as "SRB")                 

         WHEREAS the CRBT and CRB were among the parties to that
certain Right of First Refusal Agreement entered into on August 3, 1984 among   
the Edgar Miles Bronfman Trust, the CRBT, the Aileen Minda Bronfman Trust,      

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the Phyllis Barbara Bronfman Trust and CRB, which Right of First Refusal        
Agreement governs the rights and obligations of the parties thereto with        
respect to common shares owned by them of The Seagram Company Ltd. and is       
herein referred to as the "Right of First Refusal Agreement";                   

           WHEREAS pursuant to an agreement dated December 30, 1991,
the CRBT transferred to the CBFT Six Million Two Hundred Thousand (6,200,000)   
Seagram Shares, which Seagram Shares have subsequently been divided on a        
four-for-one basis:                                                             

            WHEREAS the CRBT proposes to transfer an additional number
of Seagram Shares to the CRBFT;                                                 

             WHEREAS the CBFT and the CRBFT are Permitted Transferees of
the CRBT pursuant to the Right of First Refusal Agreement;                      

           WHEREAS the parties hereto wish to recognize their rights
and obligations pursuant to the Right of First Refusal Agreement and to         
provide to and in favour of one another certain additional covenants and        
agreements with respect to the Seagram Shares presently owned by them and       
which they may acquire in the future.                                           

NOW THEREFORE THIS AGREEMENT WITNESSETH:      

1.       The preamble hereto shall form an integral part hereof.                

2.       For the purposes hereof, the following terms shall have the following  
respective meanings:                                          

      a)      "CBFT Group" shall mean CBFT and CBFT Permitted Transferees.

b)      "CBFT Permitted Transferees" shall mean:              

           i)  EJB and her direct lineal descendants
                       (inclusive of her or their adopted children);

        ii)  any trust established heretofore or
                hereafter, all of the beneficiaries of
                    which are among the persons referred to in
  subparagraph (i) hereof;

            iii)  any company directly or indirectly under
               the control of any one or more of the
          persons or trusts referred to in
            subparagraphs (i) and (ii) hereof;

               iv)  a charitable foundation subject to control
                    of the persons referred to in subparagraph
(i) above;            

               v)  the legal personal representatives of any
                    of the persons referred to in subparagraph
(i) above.            

     c)      "CBFT Seagram Securities" shall mean (i) the Seagram Shares
             owned by members of the CBFT Group on the date hereof; (ii)

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              all Seagram Securities acquired by members of the CBFT Group
            pursuant to the exercise of rights under this agreement or
            under the Right of First Refusal Agreement; (iii) any CBFT
          Seagram Securities transferred among members of the CBFT
            Group, and (iv) any additional securities arising from any
              of the foregoing by way of stock dividends (other than stock
      dividends payable (a) in respect of shares where the
            shareholder has the right to receive the dividends in cash
       or stock at his election, or (b) in respect of shares
    convertible into another class of shares where the
           shareholder has the right to receive a dividend in cash),
        reorganizations, recapitalizations or other securities
          offering (other than a rights offering) or other similar
proceedings.                                  

     d)      "CRBT Group" shall mean CRBT and CRBT Permitted Transferees
            provided that for the purposes of Sections 7 and 8 of this
           agreement, CBFT and CRBFT shall not form part of the CRBT
Group.                                        

e)      "CRBT Permitted Transferees" shall mean:              

i)  CRB;                      

        ii)  any trust established heretofore or
                hereafter, all of the beneficiaries of
                    which include CRB and/or his direct lineal
descendants;          

            iii)  any company directly or indirectly under
                   the control of any one or more of CRB and
                     the trusts referred to in subparagraph (ii)
hereof;               

           iv)  a charitable foundation subject to the
control of CRB;       

                    v)  the legal personal representatives of CRB; and

                      vi)  as to twenty-four million eight hundred
                             thousand (24,800,000) Seagram Shares, the
                              CRBFT or any other person or entity within
    the CRBFT Group.

     f)      "CRBT Seagram Securities" shall mean (i) the Seagram Shares
             owned by members of the CRBT Group on the date hereof; (ii)
              all Seagram Securities acquired by members of the CRBT Group
            pursuant to the exercise of rights under this agreement or
            under the Right of First Refusal Agreement; (iii) any CRBT
          Seagram Securities transferred among members of the CRBT
            Group, and (iv) any additional securities arising from any
              of the foregoing by way of stock dividends (other than stock
      dividends payable (a) in respect of shares where the
            shareholder has the right to receive the dividends in cash
       or stock at his election, or (b) in respect of shares
    convertible into another class of shares where the

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           shareholder has the right to receive a dividend in cash),
        reorganizations, recapitalizations or other securities
          offering (other than a rights offering) or other similar
proceedings.                                  

g)      "CRBFT Group" shall mean CRBFT and CRBFT Permitted    
Transferees.                                  

h)      "CRBFT Permitted Transferees" shall mean:             

           i)  SRB and his direct lineal descendants
                       (inclusive of his or their adopted children);

        ii)  any trust established heretofore or
                hereafter, all of the beneficiaries of
                    which are among the persons referred to in
  subparagraph (i) hereof;

            iii)  any company directly or indirectly under
               the control of any one or more of the
          persons or trusts referred to in
            subparagraphs (i) and (ii) hereof;

               iv)  a charitable foundation subject to control
                    of the persons referred to in subparagraph
(i) above;            

               v)  the legal personal representatives of any
                    of the persons referred to in subparagraph
(i) above.            

      i)      "CRBFT Seagram Securities" shall mean (i) the Seagram Shares
              owned by members of the CRBFT Group on the date hereof; (ii)
         all Seagram Securities acquired by members of the CRBFT
     Group pursuant to the exercise of rights under this
          agreement or under the Right of First Refusal Agreement;
              (iii) any CRBFT Seagram Securities transferred among members
        of the CRBFT Group, and (iv) any additional securities
             arising from any of the foregoing by way of stock dividends
              (other than stock dividends payable (a) in respect of shares
              where the shareholder has the right to receive the dividends
        in cash or stock at his election, or (b) in respect of
           shares convertible into another class of shares where the
           shareholder has the right to receive a dividend in cash),
        reorganizations, recapitalizations or other securities
          offering (other than a rights offering) or other similar
proceedings.                                  

      j)      "control" whenever used herein shall mean (i) in the case of
           a company or corporation, the beneficial ownership of not
           less than 66.67% of each class of voting shares and every
             class of common shares and any other securities convertible
              into voting shares of any company, and (ii) in the case of a
       charitable foundation (which may include a company or
       corporation established without pecuniary gain to its
            members), at least two-thirds of the directors thereof and

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             at least two-thirds of the members thereof shall be members
           of a Group and/or trustees of a trust which constitutes a
member of a Group.                            

   k)      "Corporation" shall mean The Seagram Company Ltd. and any
successor company thereto.                    

    l)      "Groups" shall mean the CRBT Group, the CBFT Group and the
             CRBFT Group collectively, and "Group" shall mean any one of
     the CRBT Group, the CBFT Group and the CRBFT Group.

   m)      "Notice Receipt Date" shall mean the date of receipt of a
             notice transmitted (i) by an Offeror pursuant to Section 7,
          or (ii) by a Prospective Purchaser pursuant to Section 8
              (together with required accompanying documents, if any), and
             in the event that the notice is received on different dates
        by the parties entitled thereto, the latest such date.

   n)      "Parties" means each of the parties to this agreement and
           any other party which shall undertake to be bound by this
agreement.                                    

o)      "Permitted Transferee" shall mean a CRBT Permitted    
          Transferee, CBFT Permitted Transferee or CRBFT Permitted
            Transferee with respect to transfers of Seagram Securities
          by members of the CRBT Group, CBFT Group and CRBFT Group
          respectively, provided that the Permitted Transferee has
              executed an agreement, in form and substance satisfactory to
         legal counsel to each of such Groups, undertaking to be
       bound by the present agreement and the Right of First
Refusal Agreement.                            

     p)      "Right of First Refusal Agreement" has the meaning ascribed
thereto in the preamble hereof.               

 q)      "Seagram Securities" shall mean any and all of the CRBT
       Seagram Securities, CBFT Seagram Securities and CRBFT
Seagram Securities.                           

r)      "Seagram Shares" shall mean the issued and outstanding
           common shares in the capital stock of The Seagram Company
Ltd. as constituted on the date hereof.       

3.       Any member or members of any Group (the "Pledgor") shall be entitled   
   to pledge, mortgage, hypothecate or otherwise encumber all or any
    portion of the Seagram Securities owned by such Pledgor subject to
  (i) compliance with the provisions of the Right of First Refusal
   Agreement, and (ii) obtaining the approval of the trustees of the
   CRBT, provided that such approval shall not be required after the
date of death of CRB.                                         

4.       Any member of any Group shall be entitled to transfer Seagram          
    Securities to a Permitted Transferee of such Group, subject to (i)
compliance with the provisions of the Right of First Refusal  
     Agreement, and in particular the provisions of Sections 2(o) and 13
     thereof, and (ii) compliance with the provisions of this agreement.

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5.       Each of the parties acknowledges that the right of any Group or        
     member thereof to sell, transfer or otherwise dispose of all or any
 portion of the Seagram Securities owned by such Group or member
    thereof is subject to the provisions of the Right of First Refusal
Agreement and the provisions of this agreement and no Seagram 
      Securities shall be sold, transferred or otherwise disposed of other
than in compliance with such provisions.                      

6.       In the event that any Group or member thereof wishes to sell,          
    transfer or otherwise dispose of all or any portion of the Seagram
   Securities owned by such Group or member thereof, other than to a
     Permitted Transferee, such Group or member thereof shall  not sell,
transfer or otherwise dispose of any of its Seagram Securities
       without the prior approval of the trustees of the CRBT, provided that
         such approval shall not be required after the date of the death of CRB.

7.       In the event that any Group or member thereof (the "Offeror") wishes   
     to sell, transfer or otherwise dispose of all or any portion of the
   Seagram Securities owned by it (such securities being hereinafter
    referred to as the "Offered Securities") other than to a Permitted
      Transferee, the Offeror in addition to the restrictions set forth in
    Section 6 hereof, shall not sell, transfer or otherwise dispose of
  any of such Offered Securities other than in compliance with the
following provisions:                                         

  a)      In the event that the Offeror wishes to sell the Offered
            Securities other than to members of the public through the
              facilities of a stock exchange, the Offeror shall furnish to
             the Groups of which the Offeror is not a member (the "Other
          Groups") a written copy of an irrevocable, unconditional
              (other than any conditions which may relate to the rights of
           first refusal as set forth in the present agreement being
            waived or not exercised) bona fide offer acceptable to the
           Offeror from a third party offeror to acquire the Offered
             Securities expiring not earlier than the 30th day following
            the Notice Receipt Date and the Offeror shall be deemed to
          have offered to sell the Offered Securities to the Other
    Groups at the same price and on the same terms and
 conditions (herein referred to as the "Offer").

  b)      In the event that the Offeror wishes to sell the Offered
            Securities to members of the public through the facilities
            of a stock exchange, the Offeror shall send written notice
           of such intent to the Other Groups and shall be deemed to
              have offered (herein referred to as the "Offer") to sell the
              Offered Securities at a price, computed on a class or series
           basis in the event that the Offered Securities consist of
more than one class or series, equal to:      

                i)  if during the preceding calendar year, the
                    number of common shares of the Corporation
                 traded on The Montreal Exchange and The
                      Toronto Stock Exchange, on a combined basis,
                shall have exceeded the number thereof
                traded on the New York Stock Exchange,
         the aggregate sale price of the

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              class or classes of securities which
                   constitute the Offered Securities sold on
                     The Montreal Exchange and The Toronto Stock
              Exchange during the four consecutive
                   trading days preceding the Notice Receipt
                     Date (the "Trading Period"), divided by the
                     aggregate number of such securities so sold
                  on The Montreal Exchange and The Toronto
                  Stock Exchange during the Trading Period
                 (and if the Offered Securities comprise
                  more than one class or series, the price
                 shall be calculated separately for each
   such class or series); or

               ii)  if during the preceding calendar year, the
                    number of common shares of the Corporation
                     traded on the New York Stock Exchange shall
                    have exceeded the number thereof traded on
                     The Montreal Exchange and The Toronto Stock
                     Exchange on a combined basis, the aggregate
                sales price of the class or classes of
                 securities which constitute the Offered
                   Securities sold during the Trading Period
                   on the New York Stock Exchange divided by
                    the aggregate number of such securities so
                    sold on the New York Stock Exchange during
                the Trading Period (and if the Offered
                    Securities comprise more than one class or
               series, the price shall be calculated
                    separately for each such class or series);

            provided, however, that if the record date in respect of a
         dividend on the Offered Securities or any of them shall
           occur to at any time between the first day of the Trading
             Period and the Closing Date (as hereinafter defined), or if
             during such period of time there shall be a record date for
              the payment of interest in respect of Offered Securities (or
             any of them), then in computing the aggregate sale price of
         the class or classes of securities which constitute the
        Offered Securities, an amount equal to the dividend or
         interest, as the case may be, in respect of the Offered
             Securities shall be deducted from the sale price in respect
              of the Offered Securities during that portion of the Trading
Period ending on the record date.             

  c)      The Offeror shall be entitled to specify payment for the
        Offered Securities in lawful currency (the "Designated
        Currency") of Canada or of the United States provided,
         however, that in the event that the Purchase Groups (as
             hereinafter defined) or any of them shall be legally unable
             to obtain the Designated Currency specified by the Offeror,
then:                                         

              i)  the Designated Currency specified by the
                   Offeror shall be the currency for payment
                   for such of the Offered Securities as are

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                    to be purchased by the Purchase Groups who
                   are legally able to obtain the Designated
            Currency specified by the Offeror;

              ii)  the other currency (being the currency of
                  Canada or the United States which is not
                  the Designated Currency specified by the
                    Offeror) shall be the currency for payment
                  for such of the Offered Securities to be
                  purchased by the Purchase Groups who are
                 legally unable to obtain the Designated
                Currency specified by the Offeror; and

              iii)  the Purchase Groups who are legally unable
                     to obtain the Designated Currency specified
                  by the Offeror and the Offeror may agree
                         that payment shall be made in another currency.

       In the event that the offering price is determined in
         accordance with subsection (b) above and the Designated
             Currency is not the currency in which the offering price is
              determined in accordance with subsection (b) above, then the
        offering price shall be converted in to the Designated
      Currency based upon the average of the noon rates of
             exchange between U.S. and Canadian currency as announced by
           the Bank of Canada on each day during the Trading Period.
          In the event that the offering price is to be determined
              pursuant to subsection (a) above, and is in a currency other
             than the Designated Currency, then the offering price shall
          be converted into the Designated Currency based upon the
             noon rate of exchange between U.S. and Canadian currency as
     announced by the Bank of Canada on the business day
preceding the Notice Receipt Date.            

  d)      The Other Groups may, at any time within the thirty (30)
         days next following the Notice Receipt Date, accept the
             Offer in proportion to their respective holdings of Seagram
          Securities (and in the event that there is more than one
             class or series of Seagram Securities, in the proportion of
             the votes to elect directors of the Corporation represented
              by the Seagram Securities held by each of the Other Groups).
           In the event that one of the Other Groups (the "Declining
         Group") has declined to accept the Offer and one of the
              Other Groups (the "Accepting Group") has accepted the Offer,
      the Accepting Group may in turn purchase the Seagram
            Securities which would otherwise be available for purchase
      by the Declining Group within the five (5) days next
             following the termination of the aforesaid period of thirty
              (30) days upon the same terms and conditions and at the same
          price.  The Offeror shall be obliged to sell all or such
            portion of the Offered Securities to the Groups who accept
       the Offer (the "Purchase Groups") whether or not such
              Purchase Groups exercise the right pursuant to the preceding
            sentence to purchase the portion of the Offered Securities
            originally available to the Group which declines to accept
              the Offer, provided, however, that in the event that Offeror

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       shall wish to sell Offered Securities pursuant to the
              provisions of subsection (a) above, then unless the Purchase
          Groups accept the Offer in respect of all of the Offered
          Securities, the Offeror may elect not to sell any of the
Offered Securities to the Other Groups.       

e)      The closing of the purchase and sale of the Offered   
        Securities shall take place on such date (the "Closing
          Date") as may be designated collectively by the Purchase
          Groups but not later than thirty (30) days following the
     termination of the offering procedures set forth in
      subsection (d) hereof.  Interest shall accrue on the
           purchase price from the date when the first acceptance of
      the Offer was made by an Accepting Group pursuant to
         subsection (d) hereof until the Closing Date at a rate:

             i)  equal to the lending rate most recently
                      announced by The Royal Bank of Canada as its
                       prime lending rate for Canadian dollar demand
                  loans to its most creditworthy corporate
                       customers in the event that Canadian currency
         is the Designated Currency; and

          ii)  equal to the lending rate most recently
               announced by Chemical Bank in New York,
                  State of New York as its prime rate in the
                event that United States currency is the
Designated Currency.    

       On the Closing Date, the Offeror shall deliver to the
     Purchase Groups the Offered Securities purchased in
             accordance with the provisions of subsection (d) hereof, in
        endorsed form with signatures guaranteed by a Canadian
         chartered bank or other bank acceptable to the Purchase
           Groups, free and clear of any liens, against receipt of a
       certified cheque or bank draft for the purchase price
inclusive of interest.                        

     f)      In the event and to the extent that the Other Groups do not
         exercise their rights of first refusal pursuant to this
         Section 7 to purchase the Offered Securities, or in the
             event that the Offeror shall be entitled to elect and shall
              elect not to sell the Offered Securities to the Other Groups
               pursuant to the provisions of the last sentence of subsection
            (d) above, the Offeror may sell the Offered Securities (or
          such portion thereof as is not purchased by the Purchase
              Groups) pursuant to the provisions of Section 6 of the Right
            of First Refusal Agreement, subject to compliance with the
         provisions of paragraphs (g) and (h) of this Section 7.

g)      In the event that the Offeror shall elect to sell the 
            Offered Securities pursuant to the provisions of Section 6
             of the Right of First Refusal Agreement, it shall so advise
             the Other Groups by notice in writing and each of the Other
         Groups, within ten (10) days of receipt of such notice,
           shall be entitled to elect to sell such number of Seagram

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         Securities which is equal to or less than the number of
            Offered Securities pursuant to the provisions of Section 6
         of the Right of First Refusal Agreement and without the
           necessity of compliance with the provisions of paragraphs
              (a) through (f) inclusive of this Section 7 and in the event
           that either or both of such Other Groups shall notify the
               Offeror that it elects to sell Seagram Securities pursuant to
              the provisions of this paragraph (g) within ten (10) days of
               the date of receipt of the notice from the Offeror (the Other
          Group or Groups which so notify the Offeror being herein
               referred to as the "Offering Other Groups"), then the Offeror
         and such Offering Other Groups shall jointly sell their
               Seagram Securities pursuant to the provisions of Section 6 of
              the Right of First Refusal Agreement.  In the event that the
                Seagram Securities to be sold by such Groups are not purchased
               pursuant to the rights of first refusal constituted under the
             Right of First Refusal Agreement, then the Offeror and such
        Offering Other Groups shall jointly sell their Seagram
          Securities to one or more third parties (pursuant to the
             provisions of Section 6(f)(i) of the Right of First Refusal
         Agreement) or to members of the public (pursuant to the
              provisions of Section 6(f)(ii) of the Right of First Refusal
             Agreement) and in the event that the third party wishing to
                buy Seagram Securities pursuant to the provisions of paragraph
              (a) of this Section 7 is unwilling to purchase the aggregate
              number of Seagram Securities which the Offeror together with
          the Offering Other Groups wish to sell, then each of the
               Offeror and the Offering Other Groups shall reduce the number
                of Seagram  Securities to be sold by each of them so that each
           of them shall sell to such third party an equal number of
        Seagram Securities, unless they shall otherwise agree.

     h)      Notwithstanding the foregoing, in the event that the number
              of Seagram Securities to be sold pursuant by the Offeror and
              the Offering Other Groups shall exceed the number of Seagram
           Securities which may be sold at that time pursuant to the
          provisions of Section 5(b) of the Right of First Refusal
            Agreement, then each of the Offeror and the Offering Other
            Groups shall reduce the number of Seagram Securities which
           each of them offers to sell pursuant to the provisions of
           Section 6 of the Right of First Refusal Agreement so that
              the aggregate number of Seagram Securities to be sold by the
             Offeror and the Offering Other Groups shall  not exceed the
             number of Seagram Securities which may be sold at such time
            pursuant to the provisions of Section 5(b) of the Right of
             First Refusal Agreement and so that the Offeror and each of
              the Offering Other Groups shall each sell an equal number of
        Seagram Securities, unless they shall otherwise agree.

8.       In the event that any Group (the "Prospective Vendor") wishes to sell  
   all or a portion of the Seagram Securities owned by such Group to
     another Group (the "Prospective Purchaser"), such sale may not take
place without compliance with the following provisions:       

a)      The other Group (referred to in this Section 8 as the 
             "Offeree Group") shall be entitled to purchase its pro rata

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              portion of the Seagram Securities offered by the Prospective
    Vendor at the same price and on the same terms and
         conditions with the provisions of subsections (a), (c),
              (d), (e) and (f) of Section 7 applying mutatis mutandis; and

     b)      the Prospective Purchaser shall advise the Offeree Group of
         its intention to purchase a specified number of Seagram
            Securities (the "Number") from the Prospective Vendor at a
             designated price and shall transmit a copy of the agreement
     entered into between the Prospective Vendor and the
         Prospective Purchaser pursuant to which the Prospective
            Vendor has agreed to sell the Number of Seagram Securities
            at such price subject to the provisions of this Section 8.
       Within the thirty (30) days next following the Notice
              Receipt Date, the Offeree Group may by written notice to the
           Prospective Vendor and the Prospective Purchaser agree to
            sell to the Prospective Purchaser at such price, a portion
             of the Seagram Securities owned by such Offeree Group equal
       to (or less than) its pro rata portion of the Number,
             computed on the basis of a fraction, the numerator of which
         shall be the number of Seagram Securities owned by such
         Offeree Group and the denominator of which shall be the
          aggregate number of Seagram Securities then owned by the
           Prospective Vendor and the Offeree Group (and if there be
           more than one class or series of Seagram Securities, then
          the reference in the fraction described above to"Seagram
     Securities" shall be deemed to be changed to "votes
           represented by "Seagram Securities"), and the Prospective
             Purchaser shall purchase the Seagram Securities referred to
           in such notice from the Offeree Group.  In the event that
         the Offeree Group exercise its foregoing rights to sell
             Seagram Securities to the Prospective Purchaser, the number
            of Seagram Securities to be sold by the Prospective Vendor
             to the Prospective Purchaser shall be reduced by the number
         of Seagram Securities purchased from the Offeree Group.

9.       The term of this agreement shall commence on the date hereof and       
      shall terminate on the later of the date of termination of the Right
       of First Refusal Agreement and the date of death of CRB provided that
       notwithstanding any such termination, each of the parties agrees that
    it will consult with the Other Groups prior to selling any Seagram
    Securities in order to discuss with such Other Groups whether they
     also wish to sell Seagram Securities and whether it may be mutually
       advantageous that such sales be made jointly, rather than separately.

10.      The provisions of Sections 11, 12, 13, 14, 15, 16 and 17 of the Right  
  of First Refusal Agreement shall apply hereto, mutatis mutandis.

11.      Wherever in this agreement the approval of the trustees of the CRBT    
    is required, such approval shall be deemed to have been given upon
   the affirmative vote, or the execution of a written instrument to
such effect, of a majority of the trustees of the CRBT then in
office.                                                       

12.      Any notice, demand, request or other instrument which may be or is     
 required to be given under this agreement shall be delivered in

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    person or sent by overnight courier delivery or by telecopier, and
shall be addressed:                                           

    a)      If to the CRBT, CRBT Group, CRBFT, the CRBFT Group, CRB or
SRB at:                                       

1170 Peel Street                              
8th Floor                                     
Montreal, Quebec                              
H3B 4P2                                       

Telecopier:  (514) 878-5298                   

with a copy to:                               

Phillips & Vineberg                           
5 Place Ville Marie                           
Suite 1700                                    
Montreal, Quebec                              
H3B 2G2                                       

Attention:  Robert S. Vineberg                

b)      If to CBFT, the CBFT Group or to EJB at:              

Goodman Phillips & Vineberg                   
430 Park Avenue                               
10th Floor                                    
New York, NY 10022                            

Telecopier:  (212) 308-0132                   

13.      The present agreement shall be binding upon and enure to the benefit   
  of the respective heirs, executors, personal representatives and
successors of the parties hereto.                             

14.      The present agreement shall be governed by and construed in            
    accordance with the laws of the Province of Quebec and the laws of
Canada applicable therein.                                    

15.      The parties hereto confirm that it is their wish that this agreement,  
    as well as all other documents relating hereto, including notices,
    have been and shall be drawn up in the English language only.  Les
      parties aux presentes confirment leur volonte que ce contrat de meme
     que tous les documents, y compris tous avis, s'y rattachant, soient
rediges en anglais seulement.                                 

          IN WITNESS WHEREOF, the parties hereto have executed the
present agreement at the place and on the date first hereinabove mentioned.     

         CHARLES ROSNER BRONFMAN TRUST

       PER: /s/ Robert S. Vineberg
               -----------------------------------
Trustee   

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    PER: /s/ Samuel Minzberg
               -----------------------------------
Trustee   

          CHARLES ROSNER BRONFMAN FAMILY
TRUST               

       PER: /s/ Robert S. Vineberg
               -----------------------------------
Trustee   

      PER: /s/ Arnold M. Sudwick
               -----------------------------------
Trustee   

         CHARLES BRONFMAN FAMILY TRUST

        PER: /s/ Lawrence G. Giberti
               -----------------------------------
Trustee             

    PER: /s/ Gary J. Gartner
               -----------------------------------
Trustee   

       /s/ Charles Rosner Bronfman
               -----------------------------------
   CHARLES ROSNER BRONFMAN

   /s/ Ellen Jane Bronfman
               -----------------------------------
ELLEN JANE BRONFMAN 

       /s/ Stephen Rosner Bronfman
               -----------------------------------
   STEPHEN ROSNER BRONFMAN

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EXHIBIT D 

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JOINT FILING AGREEMENT  

     By this Agreement, the undersigned agree that Amendment No. 10 to
the Statement on Schedule 13D being filed on or about this date, and any        
subsequent amendments thereto filed by any of us, with respect to the common    
shares without nominal or par value of The Seagram Company Ltd. is being        
filed on behalf of each of us.                                                  

DATED:  March 12, 1997                                                          

                       EDGAR M. BRONFMAN, individually, as trustee
                   under certain trusts for the benefit of
                       descendants of the late Samuel Bronfman, as
                       Managing Partner of Bronfman Associates, as
                          trustee of a certain charitable foundation and
                          as voting trustee under a certain voting trust
agreement           

      by:  /s/ Harold R. Handler
       Harold R. Handler
                              Attorney-in-Fact (Pursuant to  Powers of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

                          THE HON. CHARLES R. BRONFMAN, individually, as
                     director or trustee of certain charitable
                   foundations and as voting trustee under
           certain voting trust agreements

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

PHYLLIS LAMBERT     

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

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                   SAMUEL BRONFMAN II, individually and as
                      trustee of a certain charitable foundation

      by:  /s/ Harold R. Handler
       Harold R. Handler
                              Attorney-in-Fact (Pursuant to a Power of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

                         EDGAR BRONFMAN, JR., individually, as trustee
                   under certain trusts for the benefit of
                          descendants of the late Samuel Bronfman and as
                      trustee of a certain charitable foundation

      by:  /s/ Harold R. Handler
       Harold R. Handler
                              Attorney-in-Fact (Pursuant to  Powers of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

                         MATTHEW BRONFMAN, individually and as trustee
                   under certain trusts for the benefit of
                   descendants of the late Samuel Bronfman

      by:  /s/ Harold R. Handler
       Harold R. Handler
                             Attorney-in-Fact (Pursuant to Powers of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

                         STEPHEN R. BRONFMAN, individually, as trustee
                    under a certain trust for the benefit of
                          descendants of the late Samuel Bronfman and as
                       director of a certain charitable foundation

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

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                        ELLEN J. BRONFMAN HAUPTMAN, individually and
                   as trustee under certain trusts for the
                     benefit of descendants of the late Samuel
Bronfman            

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

 /s/ Harold R. Handler
                       HAROLD R. HANDLER, as trustee under certain
                        trusts for the benefit of descendants of the
late Samuel Bronfman

                          MAYO A. SHATTUCK III, as trustee under certain
                        trusts for the benefit of descendants of the
late Samuel Bronfman

      by:  /s/ Harold R. Handler
       Harold R. Handler
                              Attorney-in-Fact (Pursuant to a Power of
              Attorney filed herewith)

                         JOHN L. WEINBERG, individually and as trustee
                   under certain trusts for the benefit of
                   descendants of the late Samuel Bronfman

      by:  /s/ Harold R. Handler
       Harold R. Handler
                              Attorney-in-Fact (Pursuant to  Powers of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

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                         ARNOLD M. LUDWICK, as trustee under a certain
                        trust for the benefit of  descendants of the
                     late Samuel Bronfman and as a director of
          certain charitable foundations

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

                          ROBERT S. VINEBERG, as trustee under a certain
                       trust for the benefit of descendants of the
late Samuel Bronfman

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
                        Attorney previously filed with the
                         Securities and Exchange Commission)

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                     GARY J. GARTNER, as trustee under certain
                        trusts for the benefit of descendants of the
late Samuel Bronfman

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
              Attorney filed herewith)

                     STEVEN H. LEVIN, as trustee under certain
                        trusts for the benefit of descendants of the
late Samuel Bronfman

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
              Attorney filed herewith)

                       JEFFREY D. SCHEINE as trustee under certain
                        trusts for the benefit of descendants of the
late Samuel Bronfman

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
              Attorney filed herewith)

                         TREVOR CARMICHAEL, as trustee under a certain
                       trust for the benefit of descendants of the
late Samuel Bronfman

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
              Attorney filed herewith)

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                    BARCLAYS FINANCE CORPORATION OF BARBADOS
                         LIMITED, as trustee under a certain trust for
                         the benefit of descendants of the late Samuel
Bronfman            

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
              Attorney filed herewith)

                         ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION,
                    as trustee under a certain trust for the
                     benefit of descendants of the late Samuel
Bronfman            

   by:  /s/ Michel Boucher
    Michel Boucher
                              Attorney-in-Fact (Pursuant to a Power of
              Attorney filed herewith)

  /s/ Stanley N. Bergman
                        STANLEY N. BERGMAN, as trustee under certain
                        trusts for the benefit of descendants of the
                        late Minda de Gunzburg and as voting trustee
                  under a certain voting trust agreement

/s/ Guido Goldman   
                       DR. GUIDO GOLDMAN, as trustee under certain
                        trusts for the benefit of descendants of the
                        late Minda de Gunzburg and as voting trustee
                  under a certain voting trust agreement

 /s/ Leonard M. Nelson
                       LEONARD M. NELSON, as trustee under certain
                        trusts for the benefit of descendants of the
                        late Minda de Gunzburg and as voting trustee
                  under a certain voting trust agreement

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/12/97		34		70
		2/17/97		1		29
		1/31/97		29
		1/7/97		29
		12/31/96		28		29			10-Q,  S-8
		12/30/96		29		45
		12/19/96		47
		12/18/96		46		48
		12/17/92		31		33
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