<PAGE>

 As filed with the Securities and Exchange Commission on May 12, 2000
                                                           Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                               WHITMAN CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                     13-6167838
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

             3501 ALGONQUIN ROAD                            60608
          ROLLING MEADOWS, ILLINOIS                       (Zip Code)
   (Address of principal executive offices)

                  WHITMAN CORPORATION 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                STEVEN R. ANDREWS
              Senior Vice President, Secretary and General Counsel
                               Whitman Corporation
                               3501 Algonquin Road
                         Rolling Meadows, Illinois 60008
                                 (312) 818-5000
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                          ----------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------- ----------------------- ------------------------- ------------------------ ------------------
                                               Proposed Maximum          Proposed Maximum         Amount of
Title of  Securities   Amount to be            Offering Price Per        Aggregate Offering       Registration Fee
to be Registered       Registered              Share                     Price
---------------------- ----------------------- ------------------------- ------------------------ ------------------
<S>                    <C>                     <C>                       <C>                      <C>
Common Stock,           8,000,000 shares (1)       $12.05 (2)               $96,404,814 (2)          $25,451 (2)
$.01 par value
---------------------- ----------------------- ------------------------- ------------------------ ------------------
Preferred Stock           8,000,000 rights               (3)                       (3)                   (3)
Purchase Rights
---------------------- ----------------------- ------------------------- ------------------------ ------------------
</TABLE>

(1)  This registration statement also covers such additional and indeterminate
     number of shares as may become issuable because of the provisions of the
     employee benefit plans described herein relating to adjustments for changes
     resulting from a stock dividend, stock split or similar change.
(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the Common Stock
     reported in the consolidated reporting system on May 8, 2000 and the
     weighted average exercise price of outstanding options granted under the
     plan.
(3)  Rights to purchase Series A Junior Participating Preferred Stock (the
     "Rights") initially are attached to and trade with the shares of Common
     Stock being registered hereby. Value attributable to such Rights, if any,
     is reflected in the market price of the Common Stock.


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Whitman Corporation, a Delaware
corporation (the "Company"), are incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
            January 1, 2000;

        (b) All of the Company's other reports filed pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), since January 1, 2000; and

        (c) The description of the Common Stock, $.01 par value, of the Company
            (the "Common Stock") and the description of the Preferred Stock
            Purchase Rights of the Company (the "Rights") associated with the
            Common Stock, contained in registration statements filed by the
            Company to register the Common Stock and the Rights under the
            Exchange Act, including any amendments or reports filed for the
            purpose of updating such descriptions.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


                                       2
<PAGE>

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations.
Article V of the Company's By-Laws provides for indemnification of any
director, officer, employee or agent of the Company, or any person serving in
the same capacity in any other enterprise at the request of the Company,
under certain circumstances. Article NINTH of the Company's Certificate of
Incorporation eliminates the liability of directors of the Company under
certain circumstances for breaches of fiduciary duty to the Company and its
shareholders.

         Directors and officers of the Company are insured, at the expense of
the Company, against certain liabilities which might arise out of their
employment and which might not be subject to indemnification under the
By-Laws.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.    EXHIBITS.

<TABLE>
<CAPTION>

EXHIBIT    DESCRIPTION
-------    -----------
<S>        <C>
4.1        Certificate of Incorporation of the Company, as amended and restated
           on May 20, 1999, is hereby incorporated by reference to Exhibit 3a to
           the Company's Quarterly Report on Form 10-Q for the quarter ended
           July 3, 1999 (commission file number 1-15019)

4.2        By-Laws of the Company, as amended and restated on May 20, 1999, are
           hereby incorporated by reference to Exhibit 3b to the Company's
           Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
           (commission file number 1-15019)

4.3        Rights Agreement, dated as of May 20, 1999, between the Company and
           First Chicago Trust Company of New York, is hereby incorporated by
           reference to Exhibit 4 to the Registration Statement on Form 8-A
           filed by the Company with the Commission on May 25, 1999 (commission
           file number 1-15019)

4.4*       Whitman Corporation 2000 Stock Incentive Plan

4.5*       Form of Non-Qualified Stock Option Agreement

5*         Opinion of Sidley & Austin

23.1*      Consent of KPMG LLP (Chicago)

23.2       Consent of Sidley & Austin (contained in Exhibit 5)

24         Powers of Attorney (contained in the signature pages hereto)
</TABLE>
-----------------------
* Filed herewith


                                       3
<PAGE>

ITEM 9.    UNDERTAKINGS.

        (a)      The Company hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933, as amended (the
                        "Securities Act");

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement; and

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof;

        (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.


                                       4
<PAGE>

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rolling
Meadows, State of Illinois, on the 4th day of May, 2000.

                                   WHITMAN CORPORATION


                                   By:  /s/  Martin M. Ellen
                                      -----------------------------------------
                                             Martin M. Ellen
                                             Senior Vice President and
                                               Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven R. Andrews, and Martin M.
Ellen, and each of them, his or her true and lawful attorney-in-fact and
agent with full power of substitution for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, grants
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 4th day of May, 2000.

<TABLE>
<CAPTION>

         SIGNATURE                            TITLE
<S>                               <C>

/s/  Bruce S. Chelberg            Chairman and Chief Executive Officer
-----------------------------     (principal executive officer)
        Bruce S. Chelberg


/s/  Martin M. Ellen             Senior Vice President and Chief Financial
-----------------------------    Officer (principal financial and accounting
          Martin M. Ellen        officer)




                                       6
<PAGE>

/s/  Herbert M. Baum                                         Director
-----------------------------
         Herbert M. Baum


/s/  Richard G. Cline                                        Director
-----------------------------
         Richard G. Cline


/s/  Pierre S. Du Pont                                       Director
-----------------------------
        Pierre S. du Pont


/s/  Archie R. Dykes                                         Director
-----------------------------
         Archie R. Dykes


/s/  Charles W. Gaillard                                     Director
-----------------------------
       Charles W. Gaillard


/s/  Jarobin Gilbert, Jr.                                    Director
-----------------------------
       Jarobin Gilbert, Jr.


/s/  Victoria B. Jackson                                     Director
-----------------------------
        Victoria B. Jackson


/s/  Robert F. Sharpe, Jr.                                   Director
-----------------------------
      Robert F. Sharpe, Jr.


/s/  Karl Von Der Heyden                                     Director
-----------------------------
        Karl von der Heyden
</TABLE>


                                       7
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT        DESCRIPTION
-------        -----------
<S>            <C>
4.1            Certificate of Incorporation of the Company, as amended and restated
               on May 20, 1999, is hereby incorporated by reference to Exhibit 3a to
               the Company's Quarterly Report on Form 10-Q for the quarter ended
               July 3, 1999 (commission file number 1-15019)

4.2            By-Laws of the Company, as amended and restated on May 20, 1999, are
               hereby incorporated by reference to Exhibit 3b to the Company's
               Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
               (commission file number 1-15019)

4.3            Rights Agreement, dated as of May 20, 1999, between the Company and
               First Chicago Trust Company of New York, is hereby incorporated by
               reference to Exhibit 4 to the Registration Statement on Form 8-A
               filed by the Company with the Commission on May 25, 1999 (commission
               file number 1-15019)

4.4*           Whitman Corporation 2000 Stock Incentive Plan

4.5*           Form of Non-Qualified Stock Option Agreement

5*             Opinion of Sidley & Austin

23.1*          Consent of KPMG LLP (Chicago)

23.2           Consent of Sidley & Austin (contained in Exhibit 5)

24             Powers of Attorney (contained in the signature pages hereto)
</TABLE>
----------------------
* Filed herewith


                                       8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18981}]
{"company-data": {"conformed-name": "WHITMAN CORP/NEW/", "cik": "0001084230", "assigned-sic": "2086", "irs-number": "136167838"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36994", "film-number": "630355"}, "business-address": {"street1": "3501 ALGONQUIN ROAD", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008", "phone": "8478185000"}, "mail-address": {"street1": "3501 ALGONQUIN ROAD", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008"}, "former-company": {"former-conformed-name": "HEARTLAND TERRITORIES HOLDINGS INC", "date-changed": "19990414"}}
As filed with the Securities and Exchange Commission on May 12, 2000
                                                           Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                               WHITMAN CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                     13-6167838
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

             3501 ALGONQUIN ROAD                            60608
          ROLLING MEADOWS, ILLINOIS                       (Zip Code)
   (Address of principal executive offices)

                  WHITMAN CORPORATION 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                STEVEN R. ANDREWS
              Senior Vice President, Secretary and General Counsel
                               Whitman Corporation
                               3501 Algonquin Road
                         Rolling Meadows, Illinois 60008
                                 (312) 818-5000
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                          ----------------------------
                         CALCULATION OF REGISTRATION FEE
---------------------- ----------------------- ------------------------- ------------------------ ------------------
                                               Proposed Maximum          Proposed Maximum         Amount of
Title of  Securities   Amount to be            Offering Price Per        Aggregate Offering       Registration Fee
to be Registered       Registered              Share                     Price
---------------------- ----------------------- ------------------------- ------------------------ ------------------
Common Stock,           8,000,000 shares (1)       $12.05 (2)               $96,404,814 (2)          $25,451 (2)
$.01 par value
---------------------- ----------------------- ------------------------- ------------------------ ------------------
Preferred Stock           8,000,000 rights               (3)                       (3)                   (3)
Purchase Rights
---------------------- ----------------------- ------------------------- ------------------------ ------------------
(1)  This registration statement also covers such additional and indeterminate
     number of shares as may become issuable because of the provisions of the
     employee benefit plans described herein relating to adjustments for changes
     resulting from a stock dividend, stock split or similar change.
(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the Common Stock
     reported in the consolidated reporting system on May 8, 2000 and the
     weighted average exercise price of outstanding options granted under the
     plan.
(3)  Rights to purchase Series A Junior Participating Preferred Stock (the
     "Rights") initially are attached to and trade with the shares of Common
     Stock being registered hereby. Value attributable to such Rights, if any,
     is reflected in the market price of the Common Stock.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Whitman Corporation, a Delaware
corporation (the "Company"), are incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
            January 1, 2000;

        (b) All of the Company's other reports filed pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), since January 1, 2000; and

        (c) The description of the Common Stock, $.01 par value, of the Company
            (the "Common Stock") and the description of the Preferred Stock
            Purchase Rights of the Company (the "Rights") associated with the
            Common Stock, contained in registration statements filed by the
            Company to register the Common Stock and the Rights under the
            Exchange Act, including any amendments or reports filed for the
            purpose of updating such descriptions.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                       2
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations.
Article V of the Company's By-Laws provides for indemnification of any
director, officer, employee or agent of the Company, or any person serving in
the same capacity in any other enterprise at the request of the Company,
under certain circumstances. Article NINTH of the Company's Certificate of
Incorporation eliminates the liability of directors of the Company under
certain circumstances for breaches of fiduciary duty to the Company and its
shareholders.

         Directors and officers of the Company are insured, at the expense of
the Company, against certain liabilities which might arise out of their
employment and which might not be subject to indemnification under the
By-Laws.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.    EXHIBITS.
EXHIBIT    DESCRIPTION
-------    -----------
4.1        Certificate of Incorporation of the Company, as amended and restated
           on May 20, 1999, is hereby incorporated by reference to Exhibit 3a to
           the Company's Quarterly Report on Form 10-Q for the quarter ended
           July 3, 1999 (commission file number 1-15019)

4.2        By-Laws of the Company, as amended and restated on May 20, 1999, are
           hereby incorporated by reference to Exhibit 3b to the Company's
           Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
           (commission file number 1-15019)

4.3        Rights Agreement, dated as of May 20, 1999, between the Company and
           First Chicago Trust Company of New York, is hereby incorporated by
           reference to Exhibit 4 to the Registration Statement on Form 8-A
           filed by the Company with the Commission on May 25, 1999 (commission
           file number 1-15019)

4.4*       Whitman Corporation 2000 Stock Incentive Plan

4.5*       Form of Non-Qualified Stock Option Agreement

5*         Opinion of Sidley & Austin

23.1*      Consent of KPMG LLP (Chicago)

23.2       Consent of Sidley & Austin (contained in Exhibit 5)

24         Powers of Attorney (contained in the signature pages hereto)
-----------------------
* Filed herewith

                                       3
ITEM 9.    UNDERTAKINGS.

        (a)      The Company hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933, as amended (the
                        "Securities Act");

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement; and

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof;

        (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

                                       4
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rolling
Meadows, State of Illinois, on the 4th day of May, 2000.

                                   WHITMAN CORPORATION

                                   By:  /s/  Martin M. Ellen
                                      -----------------------------------------
                                             Martin M. Ellen
                                             Senior Vice President and
                                               Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven R. Andrews, and Martin M.
Ellen, and each of them, his or her true and lawful attorney-in-fact and
agent with full power of substitution for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, grants
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 4th day of May, 2000.
SIGNATURE                            TITLE
/s/  Bruce S. Chelberg            Chairman and Chief Executive Officer
-----------------------------     (principal executive officer)
        Bruce S. Chelberg

/s/  Martin M. Ellen             Senior Vice President and Chief Financial
-----------------------------    Officer (principal financial and accounting
          Martin M. Ellen        officer)

                                       6
/s/  Herbert M. Baum                                         Director
-----------------------------
         Herbert M. Baum

/s/  Richard G. Cline                                        Director
-----------------------------
         Richard G. Cline

/s/  Pierre S. Du Pont                                       Director
-----------------------------
        Pierre S. du Pont

/s/  Archie R. Dykes                                         Director
-----------------------------
         Archie R. Dykes

/s/  Charles W. Gaillard                                     Director
-----------------------------
       Charles W. Gaillard

/s/  Jarobin Gilbert, Jr.                                    Director
-----------------------------
       Jarobin Gilbert, Jr.

/s/  Victoria B. Jackson                                     Director
-----------------------------
        Victoria B. Jackson

/s/  Robert F. Sharpe, Jr.                                   Director
-----------------------------
      Robert F. Sharpe, Jr.

/s/  Karl Von Der Heyden                                     Director
-----------------------------
        Karl von der Heyden
7
EXHIBIT INDEX
EXHIBIT        DESCRIPTION
-------        -----------
4.1            Certificate of Incorporation of the Company, as amended and restated
               on May 20, 1999, is hereby incorporated by reference to Exhibit 3a to
               the Company's Quarterly Report on Form 10-Q for the quarter ended
               July 3, 1999 (commission file number 1-15019)

4.2            By-Laws of the Company, as amended and restated on May 20, 1999, are
               hereby incorporated by reference to Exhibit 3b to the Company's
               Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
               (commission file number 1-15019)

4.3            Rights Agreement, dated as of May 20, 1999, between the Company and
               First Chicago Trust Company of New York, is hereby incorporated by
               reference to Exhibit 4 to the Registration Statement on Form 8-A
               filed by the Company with the Commission on May 25, 1999 (commission
               file number 1-15019)

4.4*           Whitman Corporation 2000 Stock Incentive Plan

4.5*           Form of Non-Qualified Stock Option Agreement

5*             Opinion of Sidley & Austin

23.1*          Consent of KPMG LLP (Chicago)

23.2           Consent of Sidley & Austin (contained in Exhibit 5)

24             Powers of Attorney (contained in the signature pages hereto)
----------------------
* Filed herewith

                                       8