Registration No. 333-

================================================================================

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   ----------

                              FORTUNE BRANDS, INC.
             (Exact Name of Registrant as specified in its charter)

             Delaware                                  13-3295276
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

         1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811
               (Address of Principal Executive Offices) (Zip Code)

                                   ----------
                              FORTUNE BRANDS, INC.
                     Non-Employee Director Stock Option Plan
                            (Full title of the plan)
                                   ----------

          LOUIS F. FERNOUS, JR.,                             Copy to:
       Vice President and Secretary                   EDWARD P. SMITH, ESQ.
           FORTUNE BRANDS, INC.                      CHADBOURNE & PARKE LLP
         1700 East Putnam Avenue                      30 Rockefeller Plaza
  Old Greenwich, Connecticut 06870-0811             New York, New York 10112
 (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (203) 698-5000
                                   ----------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                             Proposed         Proposed
                                                             maximum           maximum
       Title of securities               Amount to        offering price      aggregate        Amount of
         to be registered              be registered        per share      offering price   registration fee 
-------------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>             <C>                 <C>           
Common Stock, Par Value $3.125
   per share, and Preferred Share
   Purchase Rights*..............   125,000 shares**        $37.72***       $4,715,000***        $1,429
=============================================================================================================
</TABLE>
*   The Preferred Share Purchase Rights are attached to and trade with the
      Common Stock.  The value, if any, attributed to such Rights is reflected
      in the market price of the Common Stock.
**  There are also registered hereunder such indeterminate number of additional
      shares as may become subject to awards under the Plan as a result of the
      antidilution provisions contained therein.
*** Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of
      the average of the high and low prices ($38.25 and $37.1875, respectively)
      for the Common Stock on the New York Stock Exchange Composite Transactions
      on April 23, 1998.
<PAGE>


                                EXPLANATORY NOTE

         The Prospectus, prepared in accordance with the requirements of Form
S-8 and related to this Registration Statement will be used in connection with
the offer and sale of shares of Common Stock of the Registrant pursuant to the
Plan. This Registration Statement includes a Prospectus (the "Reoffer
Prospectus"), prepared in accordance with the requirements of Form S-3, which
may be used for the offer and sale by directors of the Registrant who may be
deemed "affiliates" of the Registrant, as that term is defined in Rule 405 under
the Securities Act of 1933, as amended, of securities registered hereunder. The
Reoffer Prospectus is also being filed as part of Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 (Registration No. 33-58865) for the
Long-Term Incentive Plan of the Registrant and as part of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Registration No.
33-64071) for the Defined Contribution Plan of Fortune Brands, Inc. and
Participating Operating Companies.





<PAGE>


PROSPECTUS
----------
                              Fortune Brands, Inc.
                              --------------------

                                  Common Stock

                              --------------------
                  This Prospectus relates to offers and sales by certain
officers and directors (the "Selling Stockholders") of Fortune Brands, Inc., a
Delaware corporation (the "Company"), who may be deemed to be "affiliates" of
the Company, as defined in Rule 405 under the Securities Act of 1933, as
amended, of shares of Common Stock of the Company that have been or may be
acquired by such persons upon exercise of nonqualified stock options granted
pursuant to the Non-Employee Director Stock Option Plan (the "Director Plan"),
or upon the exercise of incentive stock options or nonqualified stock options
granted pursuant to the 1990 Long-Term Incentive Plan, as amended (the "1990
Plan"), the 1986 Stock Option Plan, as amended (the "1986 Plan"), or the 1981
Stock Option Plan, as amended (the "1981 Plan"), of the Company (collectively,
the "Employee Plans"), or upon exercise of stock appreciation rights granted
under the Employee Plans in respect of options, or pursuant to performance
awards or restricted stock or other stock-based awards, or dividend equivalents
earned thereon, under the 1990 Plan, or that have been or may be acquired by or
for the account of such persons pursuant to the Defined Contribution Plan of
Fortune Brands, Inc. and Participating Operating Companies (the "Defined
Contribution Plan") as a result of employee or employer contributions under such
plan. See "SELLING STOCKHOLDERS". The shares that may be so acquired by such
persons pursuant to the Director Plan and the Employee Plans are herein referred
to as the "Award Shares" and the shares that have been or may be so acquired by
such persons pursuant to the Defined Contribution Plan are herein referred to as
the "DCP Shares".

                  The accompanying Annual Supplement to this Prospectus sets
forth the number of Award Shares and DCP Shares covered by this Prospectus.

                  Shares covered by this Prospectus may be offered and sold from
time to time by or on behalf of the Selling Stockholders through brokers on the
New York Stock Exchange or otherwise at the prices prevailing at the time of
such sales. No specified brokers or dealers have been designated by the Selling
Stockholders and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may
be offered pursuant to this Prospectus. The net proceeds to the Selling
Stockholders will be the proceeds received by them upon such sales, less
brokerage commissions, if any. The Company will pay all expenses of preparing
and reproducing this Prospectus, but will not receive any of the proceeds from
sales by any of the Selling Stockholders.

                                 ---------------
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is April 28, 1998


<PAGE>


                  No person has been authorized to give any information or to
make any representation not contained in this Prospectus in connection with the
offer contained herein and, if given or made, such information or representation
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer of any securities other than the Common Stock that may be
offered hereby or an offer of the Common Stock to any person in any jurisdiction
where such offer would be unlawful. The delivery of the Prospectus or any sale
made through its use at any time does not imply that the information herein is
correct as of any time subsequent to its date.

                              AVAILABLE INFORMATION

                  The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York, 10048 and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission also maintains a World Wide Web Site that contains reports, proxy and
information statements and other information regarding registrants (including
the Company) that file electronically with the Commission (http://www.sec.gov).

                  The Company's Common Stock is listed on the New York Stock
Exchange and reports, proxy statements and other information concerning the
Company can be inspected and copied at the library of the New York Stock
Exchange at 20 Broad Street, New York, New York, 10005. The Company will
furnish, without charge, to any person to whom this Prospectus is delivered,
upon such person's written or oral request, a copy of any and all of the
information that has been incorporated by reference in the Registration
Statement of which this Prospectus is a part (not including exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information). Any such request should by directed to the Secretary of the
Company at its principal executive offices, 1700 East Putnam Avenue, Old
Greenwich, Connecticut 06870 (telephone number (203) 698-5000).

                                   THE COMPANY

                  The Company is a holding company with subsidiaries engaged in
the manufacture and sale of home products, office products, golf products and
distilled spirits.

                  The Company's principal executive offices are located at 1700
East Putnam Avenue, Old Greenwich, Connecticut 06870-0811 and its telephone
number is (203) 698-5000.


                                       2
<PAGE>

                               RECENT DEVELOPMENTS

                  In recent years, the Company has been engaged in a strategy of
seeking to enhance the operations of its principal operating companies. Pursuant
to this strategy, in 1997 the Company completed five acquisitions of office
products, golf clubs and home products businesses for an aggregate cost of $92
million, including fees and expenses. In 1996, the Company acquired Cobra Golf
Incorporated, a leading manufacturer of golf clubs, for an aggregate cost of
$712 million in cash, including fees and expenses. In February 1998, the
Company's office products subsidiary completed the acquisition of the Apollo
Presentation Products group of companies, marketers of office and conference
presentation products, for $65 million.

                  The Company has also disposed of subsidiaries having
significant revenues but engaged in businesses considered by the Company to be
nonstrategic to its long-term operations. For example, in 1994, the Company sold
The American Tobacco Company, a subsidiary engaged in the domestic tobacco
business, to Brown & Williamson Tobacco Corporation (a subsidiary of B.A.T
Industries p.l.c.) for $1 billion. In 1995, the Company sold American Franklin
Company, whose subsidiaries were engaged in the life insurance business, to
American General Corporation for $1.17 billion. Most recently, on May 30, 1997,
the Company completed the spin-off of Gallaher Group Plc ("Gallaher Group") to
the Company's stockholders. Subsidiaries of Gallaher Group compete in the
international tobacco business.

                  In addition, a number of other nonstrategic businesses and
product lines have been sold. In 1997, one of the Company's office products
subsidiaries sold Sax Arts & Crafts, a marketer to schools of arts and crafts
supplies, and in 1998, a home products subsidiary sold assets relating to the
manufacture of door locks and related hardware. In 1995, U.K.-based Forbuoys
(retail distribution) and Prestige (housewares) were sold, both of which were
subsidiaries in the Gallaher Group.

                  The Company continues to pursue the above strategy and in
furtherance thereof explores other possible acquisitions in fields related to
its principal operating companies. The Company also cannot exclude the
possibility of acquisitions in other fields or further dispositions. Although no
assurance can be given as to whether or when any acquisitions or dispositions
will be consummated, if agreement with respect to any acquisitions were to be
reached, the Company might finance such acquisitions by issuance of additional
debt or equity securities. The additional debt from any acquisitions, if
consummated, would increase the Company's debt-to-equity ratio and such debt or
equity securities might, at least in the near term, have a dilutive effect on
earnings per share. The Company also continues to consider other corporate
strategies intended to enhance stockholder value. It cannot be predicted whether
or when any such strategies might be implemented or what the financial effect
thereof might be upon the Company's debt or equity securities.

                              SELLING STOCKHOLDERS

                  See the Annual Supplement for current information regarding
the Selling Stockholders, the shares of Common Stock of the Company beneficially
owned by them, the Award Shares and DCP Shares offered by them hereby and the
shares of Common Stock of the


                                       3
<PAGE>

Company to be beneficially owned by them after completion of the offering. The
address of each of the Selling Stockholders is Fortune Brands, Inc., 1700 East
Putnam Avenue, Old Greenwich, Connecticut 06870.

                       DOCUMENTS INCORPORATED BY REFERENCE

                  For further information concerning the Company and its
subsidiaries see the Company's Annual Report on Form 10-K, its Proxy Statement
for the Annual Meeting of Stockholders and any other reports filed with the
Commission and described in the Annual Supplement. All reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the termination of the offering, shall
be deemed to be incorporated herein by reference and be a part hereof from the
date of filing of such reports and documents. For a description of the Common
Stock of the Company, see "DESCRIPTION OF CAPITAL STOCK" on pages 17-20 of the
Proxy Statement and Prospectus constituting a part of the Company's Registration
Statement on Form S-4 (Registration No. 33-635) incorporated by reference in the
Company's Application for Registration on Form 8-B dated January 27, 1986,
including the amendments to such description set forth in the Company's Current
Reports on Form 8-K dated June 19, 1986 and September 4, 1986, its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1990 and its
Current Report on Form 8-K dated September 27, 1990. For a description of the
Company's Preferred Share Purchase Rights, see the Company's Application for
Registration of Securities on Form 8-A dated December 22, 1997. Each of the
documents listed in this paragraph is on file with the Commission and
incorporated herein by reference and made a part hereof. Registrant's Current
Reports on Form 8-K and Quarterly Report on Form 10-Q referred to in this
paragraph are maintained in Securities and Exchange Commission File No. 1-9076.

                  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus and the Registration Statement of
which it is a part to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus or such Registration Statement.

                                     EXPERTS

                  The consolidated financial statements and financial statement
schedule included or incorporated by reference in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, incorporated herein by
reference, have been incorporated herein by reference in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given upon the authority
of that firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

                  The Prospectus does not contain all the information set forth
in the Registration Statement, or amendments thereto, certain portions of which
have been omitted pursuant to the


                                       4
<PAGE>

Commission's rules and regulations. The information so omitted may be obtained
from the Commission's principal office in Washington, D.C., upon payment of the
fees prescribed by the Commission.

                  The Delaware General Corporation Law and the By-laws of the
Company provide for indemnification of the Company's officers and directors, who
are also covered by certain insurance policies maintained by the Company.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.



                                       5
<PAGE>

                                 1998 SUPPLEMENT

                          To Prospectus for Offers and

                            Sales of Common Stock of

                              Fortune Brands, Inc.

                         By Certain Selling Stockholders


      This Supplement dated April 28, 1998 to the Prospectus dated April 28,
1998 relating to offers and sales of Award Shares and DCP Shares by certain
Selling Stockholders of Fortune Brands, Inc. contains certain current
information that may change from year to year. The Supplement will be updated
annually and will be delivered to each Selling Stockholder. Each current Annual
Supplement should be kept with the Prospectus in the Selling Stockholder's
important papers. Selling Stockholders who received the April 28, 1998
Prospectus will not be sent additional copies of the Prospectus in subsequent
years unless the information in the Prospectus is required to be amended or
unless a Selling Stockholder requests an additional copy by writing to the
Secretary, Fortune Brands, Inc., 1700 East Putnam Avenue, Old Greenwich,
Connecticut 06870. Capitalized terms used in this Supplement have the meanings
set forth in the Prospectus.

      1. Date.  The date of this Supplement is April 28, 1998.

      2. Information Regarding Selling Stockholders and Award Shares and DCP
Shares Covered by the Prospectus. The Prospectus covers 3,877,600 Award Shares
that have been or may be acquired upon exercise of incentive stock options or
nonqualified stock options granted pursuant to the Employee Plans and the
Director Plan, or upon exercise of stock appreciation rights granted under the
Employee Plans in respect of options, or pursuant to performance awards, awards
of restricted stock or other stock-based awards, and dividend equivalents earned
thereon, under the 1990 Plan, and held by the Selling Stockholders as of
February 12, 1998 and 50,414 DCP Shares that have been or may be acquired
pursuant to the Defined Contribution Plan, and held on December 31, 1997 by the
Trustee of the Defined Contribution Plan.

      There are set forth in the following table opposite the name of each of
the Selling Stockholders (1) under the heading "Shares of Common Stock
beneficially owned", the shares of Common Stock of the Company beneficially
owned by the Selling Stockholder on February 12, 1998 (except, as stated in Note
(c) below, beneficial ownership is disclaimed as to certain shares), including
shares of Common Stock (if any) of which the Selling Stockholder had the right
on such date to acquire beneficial ownership pursuant to the exercise on or
before April 13, 1998 of options granted by the Company, plus the number (if
any) of shares of Common Stock held on December 31, 1997 by the Trustee of the
Defined Contribution Plan that is equivalent as of that date to the Selling
Stockholder's undivided proportionate beneficial interest in all such shares;
(2) under the heading "DCP Shares", the number (if any) of shares of Common
Stock held on December 31, 1997 by the Trustee of the Defined Contribution Plan
that is equivalent as of that date to the Selling Stockholder's undivided
proportionate beneficial interest in all such shares and offered by the
Prospectus; (3) under the heading "Award Shares acquired or which may be
acquired and offered", the shares of Common Stock which have been acquired
pursuant to performance awards, awards of restricted stock or other stock-based
awards, and dividend equivalents earned thereon, if any, or upon the exercise of
options and stock appreciation rights, or may be acquired by the Selling
Stockholder pursuant to performance awards or other stock-based awards, and
dividend equivalents earned thereon, if any, or upon the exercise of options


<PAGE>

and stock appreciation rights outstanding as of February 12, 1998 and offered by
the Prospectus; and (4) under the heading "Shares of Common Stock to be owned
after completion of the offering", the shares of Common Stock to be beneficially
owned by the Selling Stockholder after completion of the offering, based on the
number of shares owned on February 12, 1998. The information as to security
holdings is based on information received by the Company from the Selling
Stockholders, from the Compensation and Stock Option Committee, the Nominating
and Corporate Governance Committee and the Corporate Employee Benefits Committee
of the Company, and from the Trustee of the Defined Contribution Plan, and has
been adjusted to reflect (i) the spin-off of Gallaher Group Plc, effective May
30, 1997 and (ii) two-for-one stock splits in the form of 100% stock dividends,
at a rate of one additional share of Common Stock for each share of Common Stock
issued, effective September 10, 1986 and October 9, 1990, respectively. Shares
of Common Stock have attached thereto certain preferred stock purchase rights
distributed by the Company as a dividend on December 24, 1997.
<TABLE>
<CAPTION>

                                                                                          (3)           (4)
                                                                                         Award       Shares of
                                                                                         Shares       Common
                                                                (1)                   acquired or      Stock
                                                             Shares of                   which         to be
                                                              Common                     may be        owned
                                    Present principal          Stock         (2)        acquired       after
                                       positions or         beneficially     DCP          and       completion
                                     offices with the          owned       Shares       offered     of offering
     Selling Stockholder          Company or affiliates      (a)(b)(c)       (a)         (b)(d)         (c)

-----------------------------   -------------------------   ------------  ---------   -----------  -------------
<S>                             <C>                            <C>            <C>      <C>              <C> 
Eugene R. Anderson.........     Director                        10,082            0        3,217        10,082
Patricia O. Ewers..........     Director                         1,782            0        3,217         1,782
Thomas C. Hays.............     Director; Chairman of          979,170        9,875    1,160,880        30,710
                                  the Board and Chief
                                  Executive Officer
John W. Johnstone, Jr. ....     Director                         2,482            0        3,217         2,482
Wendell J. Kelley..........     Director                         4,082            0            0         4,082
Sidney Kirschner...........     Director                         2,382            0            0         2,382
Gordon R. Lohman...........     Director                         1,500            0        3,217         1,500
John T. Ludes..............     Director; President and        557,711        3,576      654,342        16,267
                                  Chief Operating
                                  Officer
Charles H. Pistor, Jr......     Director                         4,482            0            0         4,482
Anne M. Tatlock............     Director                         2,000            0        3,217         2,000
John W. Thompson...........     Director                         1,305            0        3,217         1,305
Peter M. Wilson............     Director                         2,140            0            0         2,140

</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>

                                                                                          (3)           (4)
                                                                                         Award       Shares of
                                                                                         Shares       Common
                                                                (1)                   acquired or      Stock
                                                             Shares of                   which         to be
                                                              Common                     may be        owned
                                    Present principal          Stock         (2)        acquired       after
                                       positions or         beneficially     DCP          and       completion
                                     offices with the          owned       Shares       offered     of offering
     Selling Stockholder          Company or affiliates      (a)(b)(c)       (a)         (b)(d)         (c)

-----------------------------   -------------------------   ------------  ---------   -----------  -------------
<S>                             <C>                            <C>           <C>         <C>            <C>    
Dudley L. Bauerlein, Jr....     Senior Vice President          246,535       14,408      276,439        14,408
                                  and Chief Financial
                                  Officer
Louis F. Fernous, Jr.......     Vice President and             132,654            0      145,058        10,800
                                  Secretary
Mark Hausberg..............     Vice President and              63,042          872       83,492         1,272
                                  Treasurer
Gilbert L. Klemann, II.....     Executive Vice                 319,555        2,827      388,762         2,829
                                  President - Strategic
                                  and Legal Affairs
Anne C. Linsdau............     Vice President -                     0            0       14,000             0
                                  Human Resources
Charles H. McGill..........     Senior Vice President -         84,738          595      125,557           595
                                  Corporate Development
Steven C. Mendenhall.......     Senior Vice President          181,825        4,735      224,968         4,735
                                  Chief Administrative
                                  Officer
Craig P. Omtvedt...........     Senior Vice President           88,214        1,822      125,153         1,822
                                  and Chief Accounting
                                  Officer
Mark A. Roche..............     Vice President and             141,481        4,597      174,434         4,597
                                  General Counsel
Robert J. Rukeyser.........     Senior Vice President -        437,546        7,107      485,213         7,507
                                  Corporate Affairs

</TABLE>


----------

      * Positions are those with the Company, unless otherwise indicated. Each
of the Selling Stockholders has been a director or officer of the Company or a
subsidiary of the Company for the past three years, except for Mr. Omtvedt, who
was Vice President - Deputy Controller and Chief Internal Auditor of the Company
from January 1, 1996 through December 31, 1996, was Vice President and Chief
Accounting Officer from January 1, 1997 through December 31, 1997


                                       3
<PAGE>

and has been Senior Vice President and Chief Accounting Officer since January 1,
1998; and Mr. Roche, who was Vice President and Associate General Counsel of the
Company from January 1, 1996 through December 31, 1997 and has been Vice
President and General Counsel since January 1, 1998.

      (a) The numbers of shares attributable to Company contributions under the
Defined Contribution Plan included in the numbers shown in Columns (1) and (2)
are as follows: Dudley L. Bauerlein, Jr., 12,502; Mark Hausberg, 872; Thomas C.
Hays, 2,672; Gilbert L. Klemann, II, 2,272; John T. Ludes, 3,089; Charles H.
McGill, 404; Steven C. Mendenhall, 2,444; Craig P. Omtvedt, 993; Mark A. Roche,
3,170; Robert J. Rukeyser, 6,275. The number of shares attributable to employee
contributions under such Plan included in the numbers shown in Columns (1) and
(2) are as follows: Dudley L. Bauerlein, Jr., 1,906; Thomas C. Hays, 7,203;
Gilbert L. Klemann, II, 555; John T. Ludes, 487; Charles H. McGill, 191; Steven
C. Mendenhall, 2,291; Craig P. Omtvedt, 829; Mark A. Roche, 1,427; and Robert J.
Rukeyser, 832.

      (b) The numbers of shares of which the Selling Stockholders had the right
to acquire beneficial ownership pursuant to the exercise on or before April 13,
1998 of options granted by the Company included in the numbers shown in Columns
(1) and (3) are as follows: Dudley L. Bauerlein, Jr., 214,963; Louis F. Fernous,
Jr., 109,402; Mark Hausberg, 60,170; Thomas C. Hays, 827,503; Gilbert L.
Klemann, II, 307,058; John T. Ludes, 505,854; Charles H. McGill, 81,730; Steven
C. Mendenhall, 157,348; Craig P. Omtvedt, 86,392; Mark A. Roche, 135,234; and
Robert J. Rukeyser, 393,614. Inclusion of such shares does not constitute an
admission by any Selling Stockholder that he is the beneficial owner of such
shares.

      (c) To the best of the Company's knowledge, each Selling Stockholder has
sole voting and investment power with respect to shares shown after his name in
Columns (1), (2) and (4) above, other than with respect to the shares listed in
Note (b) above and except as follows: Mr. Hays shares voting and investment
power as a co-trustee of various family trusts with respect to 5,107 shares and
with respect to which he disclaims beneficial ownership and Mr. Hays has no
voting or investment power with respect to 4,000 shares held in trust for the
benefit of his wife and with respect to which he disclaims beneficial ownership;
Mr. Ludes has no voting or investment power with respect to 12,691 shares held
in trust for the benefit of his wife and with respect to which shares he
disclaims beneficial ownership; Mr. Pistor shares voting and investment power
with his wife with respect to 2,400 shares; Mr. Fernous has no voting and
investment power with respect to 10,800 shares held by his wife and with respect
to which he disclaims beneficial ownership; and Mr. Hausberg shares voting and
investment power with his wife with respect to 400 shares. The Trustee of the
Defined Contribution Plan has agreed to vote the shares it holds in the Trust in
accordance with instructions received from members of the Plan and shares as to
which instructions are not received are voted by the Trustee proportionally in
the same manner as shares as to which it has received instructions.

      (d) The numbers of shares in Column (3) include shares covered by
performance awards granted under the 1990 Plan if the maximum performance goals
to which such awards relate are met for the performance periods 1996-1998,
1997-1999 and 1998-2000. The number of shares of Common Stock so covered are as
follows: Dudley L. Bauerlein, Jr., 22,312; Louis F. Fernous, Jr., 11,204; Mark
Hausberg, 10,422; Thomas C. Hays, 105,420; Gilbert L. Klemann, II, 33,836; Anne
C. Linsdau, 2,700; John T. Ludes, 56,398; Charles H. McGill, 20,414; Steven C.
Mendenhall, 23,878; Craig P. Omtvedt, 16,761; Mark A. Roche, 17,550; and Robert
J. Rukeyser, 27,674. Inclusion of such shares does not constitute an admission
by any Selling Stockholder that he is the beneficial owner of such shares.


                                       4
<PAGE>

      3. Market Price. The closing price per share of Common Stock of the
Company on the New York Stock Exchange Composite Transactions on April 23, 1998
was $37.75.

      4. Documents Incorporated by Reference. For further information concerning
the Company and its subsidiaries, see the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, which incorporates by reference
certain information, including the Company's Consolidated Financial Statements
contained in the Company's 1997 Annual Report to Stockholders, and see also its
Proxy Statement for the Annual Meeting of Stockholders to be held on April 28,
1998, and its Current Reports on Form 8-K dated January 12, January 23, February
10, February 20, March 2, March 4, April 1, and April 22, 1998. Each of the
foregoing is on file with the Securities and Exchange Commission.





                                       5
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

         The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

               (i) Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1997, filed pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (the "Exchange Act"), which
         incorporates by reference certain information, including the Company's
         1997 consolidated financial statements contained in its 1997 Annual
         Report to Stockholders;

              (ii) all other reports filed by Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1997;

              (iii) the description of Registrant's Common Stock contained under
         the caption 'DESCRIPTION OF CAPITAL STOCK' in the Prospectus related to
         Registrant's Registration Statement on Form S-3 (Registration No.
         33-50832); and

              (iv) the description of Registrant's Preferred Share Purchase
         Rights contained in Registrant's Application for Registration on Form
         8-A dated December 22, 1997.

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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 subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.


Item 4. Description of Securities.

         This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.


                                      II-1
<PAGE>

Item 5. Interests of Named Experts and Counsel.

         This Item is not applicable.


Item 6. Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware provides in part
as follows:

                 "(a) A corporation shall have power to indemnify any person who
        was or is a party or is threatened to be made a party to any threatened,
        pending or completed action, suit or proceeding, whether civil,
        criminal, administrative or investigative (other than an action by or in
        the right of the corporation) by reason of the fact that the person is
        or was a director, officer, employee or agent of the corporation, or is
        or was serving at the request of the corporation as a director, officer,
        employee or agent of another corporation, partnership, joint venture,
        trust or other enterprise, against expenses (including attorneys' fees),
        judgments, fines and amounts paid in settlement actually and reasonably
        incurred by the person in connection with such action, suit or
        proceeding if the person acted in good faith and in a manner the person
        reasonably believed to be in or not opposed to the best interests of the
        corporation, and, with respect to any criminal action or proceeding, had
        no reasonable cause to believe the person's conduct was unlawful. The
        termination of any action, suit or proceeding by judgment, order,
        settlement, conviction, or upon a plea of nolo contendere or its
        equivalent, shall not, of itself, create a presumption that the person
        did not act in good faith and in a manner which the person reasonably
        believed to be in or not opposed to the best interests of the
        corporation, and, with respect to any criminal action or proceeding, had
        reasonable cause to believe that the person's conduct was unlawful.

                 "(b) A corporation shall have power to indemnify any person who
        was or is a party or is threatened to be made a party to any threatened,
        pending or completed action or suit by or in the right of the
        corporation to procure a judgment in its favor by reason of the fact
        that the person is or was a director, officer, employee or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director, officer, employee or agent of another corporation,
        partnership, joint venture, trust or other enterprise against expenses
        (including attorneys' fees) actually and reasonably incurred by the
        person in connection with the defense or settlement of such action or
        suit if the person acted in good faith and in a manner the person
        reasonably believed to be in or not opposed to the best interests of the
        corporation and except that no indemnification shall be made in respect
        of any claim, issue or matter as to which such person shall have been
        adjudged to be liable to the corporation unless and only to the extent
        that the Court of Chancery or the court in which such action or suit was
        brought shall determine upon application that, despite the adjudication
        of liability but in view of all the circumstances of the case, such
        person is fairly and reasonably entitled to indemnity for such expenses
        which the Court of Chancery or such other court shall deem proper.


                                      II-2
<PAGE>

                 "(c) To the extent that a present or former director or officer
        of a corporation has been successful on the merits or otherwise in
        defense of any action, suit or proceeding referred to in subsections (a)
        and (b) of this section, or in defense of any claim, issue or matter
        therein, such person shall be indemnified against expenses (including
        attorneys' fees) actually and reasonably incurred by such person in
        connection therewith.

                 "(d) Any indemnification under subsections (a) and (b) of this
        section (unless ordered by a court) shall be made by the corporation
        only as authorized in the specific case upon a determination that
        indemnification of the present of former director, officer, employee or
        agent is proper in the circumstances because the person has met the
        applicable standard of conduct set forth in subsections (a) and (b) of
        this section. Such determination shall be made, with respect to a person
        who is a director or officer at the time of such determination, (1) by a
        majority vote of the directors who are not parties to such action, suit
        or proceeding, even though less than a quorum, or (2) by a committee of
        such directors designated by a majority vote of such directors, even
        though less than a quorum, or (3) if there are no such directors, or if
        such directors so direct, by independent legal counsel in a written
        opinion, or (4) by the stockholders.

                 "(e) Expenses (including attorneys' fees) incurred by an
        officer or director in defending any civil, criminal, administrative or
        investigative action, suit or proceeding may be paid by the corporation
        in advance of the final disposition of such action, suit or proceeding
        upon receipt of an undertaking by or on behalf of such director or
        officer to repay such amount if it shall ultimately be determined that
        such person is not entitled to be indemnified by the corporation as
        authorized in this section. Such expenses (including attorneys' fees)
        incurred by former directors and officers or other employees and agents
        may be so paid upon such terms and conditions, if any, as the
        corporation deems appropriate.

                 "(f) The indemnification and advancement of expenses provided
        by, or granted pursuant to, the other subsections of this section shall
        not be deemed exclusive of any other rights to which those seeking
        indemnification or advancement of expenses may be entitled under any
        bylaw, agreement, vote of stockholders or disinterested directors or
        otherwise, both as to action in such person's official capacity and as
        to action in another capacity while holding such office.

                 "(g) A corporation shall have power to purchase and maintain
        insurance on behalf of any person who is or was a director, officer,
        employee or agent of the corporation, or is or was serving at the
        request of the corporation as a director, officer, employee or agent of
        another corporation, partnership, joint venture, trust or other
        enterprise against any liability asserted against such person and
        incurred by such person in any such capacity, or arising out of such
        person's status as such, whether or not the corporation would have the
        power to indemnify such person against such liability under this
        section.


                                      II-3
<PAGE>

                 "(h) For purposes of this section, references to 'the
        corporation' shall include, in addition to the resulting corporation,
        any constituent corporation (including any constituent of a constituent)
        absorbed in a consolidation or merger which, if its separate existence
        had continued, would have had power and authority to indemnify its
        directors, officers, and employees or agents, so that any person who is
        or was a director, officer, employee or agent of such constituent
        corporation, or is or was serving at the request of such constituent
        corporation as a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other enterprise,
        shall stand in the same position under this section with respect to the
        resulting or surviving corporation as such person would have with
        respect to such constituent corporation if its separate existence had
        continued.

                 "(i) For purposes of this section, references to 'other
        enterprises' shall include employee benefit plans; references to 'fines'
        shall include any excise taxes assessed on a person with respect to any
        employee benefit plan; and references to 'serving at the request of the
        corporation' shall include any service as a director, officer, employee
        or agent of the corporation which imposes duties on, or involves
        services by, such director, officer, employee, or agent with respect to
        an employee benefit plan, its participants or beneficiaries; and a
        person who acted in good faith and in a manner the person reasonably
        believed to be in the interest of the participants and beneficiaries of
        an employee benefit plan shall be deemed to have acted in a manner 'not
        opposed to the best interests of the corporation' as referred to in this
        section.

                 "(j) The indemnification and advancement of expenses provided
        by, or granted pursuant to, this section shall, unless otherwise
        provided when authorized or ratified, continue as to a person who has
        ceased to be a director, officer, employee or agent and shall inure to
        the benefit of the heirs, executors and administrators of such a person.

                 "(k) The Court of Chancery is hereby vested with exclusive
        jurisdiction to hear and determine all actions for advancement of
        expenses or indemnification brought under this section or under any
        bylaw, agreement, vote of stockholders or disinterested directors, or
        otherwise. The Court of Chancery may summarily determine a corporation's
        obligation to advance expenses (including attorneys' fees)."


Article XIII of Registrant's By-laws provides as follows:

         "Section 1. (A) Each person (an 'indemnitee') who was or is made or
threatened to be made a party to or was or is involved (as a witness or
otherwise) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a 'proceeding'), by reason of the
fact that he or she or a person of whom he or she is the legal representative
was or is a director, officer or employee of [Registrant] or was or is serving
at the request of [Registrant] as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding was or is


                                      II-4
<PAGE>

alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by [Registrant] to the fullest
extent permitted by the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits [Registrant] to provide broader
indemnification rights than said law permitted [Registrant] to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees and retainers therefor, judgments, fines, excise taxes or penalties under
the Employee Retirement Income Security Act of 1974, as amended, and amounts
paid in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Section 3 of this Article XIII with respect to proceedings
seeking to enforce rights to indemnification, [Registrant] shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of [Registrant].

         (B) The right to indemnification conferred in this Article XIII is and
shall be a contract right. The right to indemnification conferred in this
Article XIII shall include the right to be paid by [Registrant] the expenses
(including attorneys' fees and retainers therefor) reasonably incurred in
connection with any such proceeding in advance of its final disposition, such
advances to be paid by [Registrant] within 20 days after the receipt by
[Registrant] of a statement or statements from the indemnitee requesting such
advance or advances from time to time; provided, however, that if the General
Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to [Registrant] of an undertaking
by or on behalf of such director or officer, to repay all amounts so advanced if
it shall ultimately be determined that such director or officer is not entitled
to be indemnified under this Article XIII or otherwise.

         "Section 2. (A) To obtain indemnification under this Article XIII, an
indemnitee shall submit to [Registrant] a written request, including therein or
therewith such documentation and information as is reasonably available to the
indemnitee and is reasonably necessary to determine whether and to what extent
the indemnitee is entitled to indemnification. Upon written request by an
indemnitee for indemnification pursuant to the first sentence of this Section
2(A), a determination, if required by applicable law, with respect to the
indemnitee's entitlement thereto shall be made as follows: (1) if requested by
the indemnitee, by Independent Counsel (as hereinafter defined), or (2) if no
request is made by the indemnitee for a determination by Independent Counsel,
(a) by the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined), or (b) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to the indemnitee, or (c) by the


                                      II-5
<PAGE>

stockholders of [Registrant]. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the
indemnitee, the Independent Counsel shall be selected by the indemnitee unless
the indemnitee shall request that such selection be made by the Board of
Directors, in which event the Independent Counsel shall be selected by the Board
of Directors. If it is so determined that the indemnitee is entitled to
indemnification, payment to the indemnitee shall be made within 10 days after
such determination.

         (B) In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that the indemnitee is entitled to indemnification
under this Article XIII, and [Registrant] shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption.

         "Section 3.(A) If a claim under Section 1 of this Article XIII is not
paid in full by [Registrant] within 30 days after a written claim pursuant to
Section 2(A) of this Article XIII has been received by [Registrant], or if an
advance is not made within 20 days after a request therefor pursuant to Section
1(B) of this Article XIII has been received by [Registrant], the indemnitee may
at any time thereafter bring suit (or, at the indemnitee's option, an
arbitration proceeding before a single arbitrator pursuant to the rules of the
American Arbitration Association) against [Registrant] to recover the unpaid
amount of the claim or the advance and, if successful in whole or in part, the
indemnitee shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such suit or proceeding (other than a suit
or proceeding brought to enforce a claim for expenses incurred in connection
with any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to [Registrant]) that the
indemnitee has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for [Registrant] to
indemnify the indemnitee for the amount claimed or that such indemnification
otherwise is not permitted under the General Corporation Law of the State of
Delaware, but the burden of proving such defense shall be on [Registrant].

         (B) Neither the failure of [Registrant] (including its Board of
Directors, Independent Counsel or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the indemnitee
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in the General Corporation Law of the State of Delaware,
nor an actual determination by [Registrant] (including its Board of Directors,
Independent Counsel or stockholders) that the indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the indemnitee has not met the applicable standard of conduct.

         (C) If a determination shall have been made pursuant to Section 2(A) of
this Article XIII that the indemnitee is entitled to indemnification,
[Registrant] shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to paragraph (A) of this Section 3.


                                      II-6
<PAGE>

         (D) [Registrant] shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to paragraph (A) of this Section 3
that the procedures and presumptions of this Article XIII are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that [Registrant] is bound by all the provisions of this Article
XIII.

         "Section 4. The right to indemnification and the payment of expenses
incurred in connection with a proceeding in advance of its final disposition
conferred in this Article XIII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-laws, agreement, vote of stockholders or
Disinterested Directors or otherwise.

         "Section 5. [Registrant] may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of [Registrant] or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not [Registrant] would have
the power to indemnify such person against such expense, liability or loss under
the General Corporation Law of the State of Delaware. To the extent that
[Registrant] maintains any policy or policies providing such insurance, each
such director, officer or employee, and each such agent to which rights to
indemnification have been granted as provided in Section 6 of this Article XIII,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

         "Section 6. [Registrant] may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification, and rights to
be paid by [Registrant] the expenses incurred in connection with any proceeding
in advance of its final disposition, to any agent of [Registrant] to the fullest
extent of the provisions of this Article XIII with respect to the
indemnification and advancement of expenses of directors, officers and employees
of [Registrant].

         "Section 7. If any provision or provisions of this Article XIII shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (A)
the validity, legality and enforceability of the remaining provisions of this
Article XIII (including without limitation, each portion of any Section of this
Article XIII containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and (B) to the fullest extent
possible, the provisions of this Article XIII (including, without limitation,
each portion of any Section of this Article XIII containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

         "Section 8. For purposes of this Article XIII:

         (A) 'Disinterested Director' means a director of [Registrant] who is
not and was not a party to the matter in respect of which indemnification is
sought by the indemnitee.

         (B) 'Independent Counsel' means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five


                                      II-7
<PAGE>

years has been, retained to represent: (1) [Registrant] or the indemnitee in any
matter material to either such party, or (2) any other party to the matter
giving rise to a claim for indemnification. Notwithstanding the foregoing, the
term 'Independent Counsel' shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either [Registrant] or the indemnitee in an
action to determine the indemnitee's rights under this Article XIII.

         "Section 9. Any notice, request or other communication required or
permitted to be given to [Registrant] under this Article XIII shall be in
writing and either delivered in person or sent by telecopy, telex, telegram or
certified or registered mail, postage prepaid, return receipt requested, to the
Secretary of [Registrant] and shall be effective only upon receipt by the
Secretary."

         Registrant has procured insurance protecting it under its obligation to
indemnify officers and directors against certain types of liabilities (including
certain liabilities under the Securities Act of 1933) that may be incurred by
them in the performance of their duties and affording protection to such
officers and directors in certain areas to which the corporate indemnity does
not extend, all within specified limits and subject to specified deductions.

         In addition, Registrant and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments which
Registrant or such persons may be required to make in respect thereof.


Item 7. Exemption from Registration Claimed.

         This Item is not applicable.




Item 8. Exhibits.

           4a1    -  Certificate of Incorporation, as amended, of Registrant
                     (incorporated herein by reference to Exhibit 3b to the
                     Current Report on Form 8-K of Registrant dated December 2,
                     1997).

           4b1    -  By-laws, as amended, of Registrant (incorporated herein
                     by reference to Exhibit 3(ii)(b) to the Quarterly Report on
                     Form 10-Q of Registrant dated August 12, 1997).

           4c1    -  Non-Employee Director Stock Option Plan of Fortune Brands,
                     Inc. (incorporated herein by reference to Exhibit 10b1 to
                     the Quarterly Report on Form 10-Q of Registrant dated
                     August 12, 1997).


                                      II-8
<PAGE>

           4c2    -  Amendment to Non-Employee Director Stock Option Plan of
                     Fortune Brands, Inc. constituting Exhibit 4c1 hereto.

           4d1    -  Rights Agreement dated as of November 19, 1997 between
                     Registrant and First Chicago Trust Company of New York, as
                     Rights Agent (incorporated herein by reference to Exhibit
                     4a to the Current Report on Form 8-K of Registrant dated
                     December 2, 1997).

           5a1    -  Opinion of Chadbourne & Parke LLP, counsel for
                     Registrant, covering shares of the Company's Common Stock
                     issuable upon the exercise of options.

           23a1   -  Consent of Coopers & Lybrand L.L.P., independent
                     accountants.

           23b1   -  Consent of Chadbourne & Parke LLP, counsel for Registrant.

           24a1   -  Power of Attorney authorizing certain persons to sign
                     this Registration Statement and amendments hereto on behalf
                     of certain directors and officers of Registrant.


Item 9. Undertakings.

         The undersigned Registrant hereby undertakes:

         (a)      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;

         (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;
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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration


                                      II-9
<PAGE>

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.

         (c) 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.
         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant 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, Registrant 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 of 1933 and will be
governed by the final adjudication of such issue.


                                     II-10
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Old Greenwich, State of Connecticut, on this 28th day
of April, 1998.

                                            FORTUNE BRANDS, INC.

                                            By       Thomas C. Hays
                                               (Thomas C. Hays, Chairman
                                       of the Board and Chief Executive Officer)

         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 this 28th day of April, 1998.


          Signature                                   Title
          ---------                                   ----- 

        Thomas C. Hays                    Chairman of the Board and Chief
       (Thomas C. Hays)                    Executive Officer (principal
                                          executive officer) and Director

         John T. Ludes                     President and Chief Operating
        (John T. Ludes)                         Officer and Director

   Dudley L. Bauerlein, Jr.               Senior Vice President and Chief
  (Dudley L. Bauerlein, Jr.)                Financial Officer (principal
                                                financial officer)

                         
       Craig P. Omtvedt                   Senior Vice President and Chief
      (Craig P. Omtvedt)                   Accounting Officer (principal
                                                accounting officer)



                                     II-11
<PAGE>



          Signature                                   Title
          ---------                                   ----- 

      Eugene R. Anderson*                            Director
     (Eugene R. Anderson)

      Patricia O. Ewers*                             Director
     (Patricia O. Ewers)

    John W. Johnstone, Jr.*                          Director
   (John W. Johnstone, Jr.)

      Wendell J. Kelley*                             Director
     (Wendell J. Kelley)

      Sidney Kirschner*                              Director
     (Sidney Kirschner)

      Gordon R. Lohman*                              Director
     (Gordon R. Lohman)

    Charles H. Pistor, Jr.*                          Director
   (Charles H. Pistor, Jr.)

       Anne M. Tatlock*                              Director
      (Anne M. Tatlock)

       John W. Thompson*                             Director
      (John W. Thompson)

        Peter M. Wilson*                             Director
       (Peter M. Wilson)

*By:         A. Robert Colby     
    (A. Robert Colby, Attorney-in-Fact)


                                     II-12
<PAGE>


                                              EXHIBIT INDEX

Exhibit No.   Description of Exhibits                                      Page
-----------   -----------------------                                      ----
4a1           Certificate of Incorporation of Registrant (incorporated
              herein by reference to Exhibit 3b to the Current Report on
              Form 8-K of Registrant dated December 2, 1997).

4b1           By-laws of Registrant (incorporated herein by reference to
              Exhibit 3(ii)(b) to the Quarterly Report on Form 10-Q of
              Registrant dated August 12, 1997).

4c1           Non-Employee Director Stock Option Plan of Fortune Brands,
              Inc. (incorporated herein by reference to Exhibit 10b1 to
              the Quarterly Report on Form 10-Q of Registrant dated
              August 12, 1997).

4c2           Amendment to Non-Employee Director Stock Option Plan of
              Fortune Brands, Inc. constituting Exhibit 4c1 hereto.

4d1           Rights Agreement dated as of November 19, 1997 between
              Registrant and First Chicago Trust Company of New York,
              as Rights Agent (incorporated herein by reference to
              Exhibit 4a to the Current Report on Form 8-K of
              Registrant dated December 2, 1997).

5a1           Opinion of Chadbourne & Parke LLP, counsel for Registrant,
              covering shares of the Company's Common Stock issuable
              upon the exercise of options.

23a1          Consent of Coopers & Lybrand L.L.P., independent
              accountants.

23b1          Consent of Chadbourne & Parke LLP, counsel to Registrant.

24a1          Power of Attorney authorizing certain persons to sign this
              Registration Statement and amendments hereto on behalf of
              certain directors and officers of Registrant.
[{"type": "S-8", "sequence": "1", "description": "FORTUNE BRANDS - DSOP", "secsgml_size_bytes": 72641}]
{"company-data": {"conformed-name": "FORTUNE BRANDS INC", "cik": "0000789073", "assigned-sic": "3430", "irs-number": "133295276", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51173", "film-number": "98602687"}, "business-address": {"street1": "1700 E PUTNAM AVE", "city": "OLD GREENWICH", "state": "CT", "zip": "06870-0811", "phone": "2036985000"}, "former-company": {"former-conformed-name": "AMERICAN BRANDS INC /DE/", "date-changed": "19920703"}}
Registration No. 333-

================================================================================

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   ----------

                              FORTUNE BRANDS, INC.
             (Exact Name of Registrant as specified in its charter)

             Delaware                                  13-3295276
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

         1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811
               (Address of Principal Executive Offices) (Zip Code)

                                   ----------
                              FORTUNE BRANDS, INC.
                     Non-Employee Director Stock Option Plan
                            (Full title of the plan)
                                   ----------

          LOUIS F. FERNOUS, JR.,                             Copy to:
       Vice President and Secretary                   EDWARD P. SMITH, ESQ.
           FORTUNE BRANDS, INC.                      CHADBOURNE & PARKE LLP
         1700 East Putnam Avenue                      30 Rockefeller Plaza
  Old Greenwich, Connecticut 06870-0811             New York, New York 10112
 (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (203) 698-5000
                                   ----------
CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                             Proposed         Proposed
                                                             maximum           maximum
       Title of securities               Amount to        offering price      aggregate        Amount of
         to be registered              be registered        per share      offering price   registration fee 
-------------------------------------------------------------------------------------------------------------
Common Stock, Par Value $3.125
   per share, and Preferred Share
   Purchase Rights*..............   125,000 shares**        $37.72***       $4,715,000***        $1,429
=============================================================================================================
*   The Preferred Share Purchase Rights are attached to and trade with the
      Common Stock.  The value, if any, attributed to such Rights is reflected
      in the market price of the Common Stock.
**  There are also registered hereunder such indeterminate number of additional
      shares as may become subject to awards under the Plan as a result of the
      antidilution provisions contained therein.
*** Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of
      the average of the high and low prices ($38.25 and $37.1875, respectively)
      for the Common Stock on the New York Stock Exchange Composite Transactions
      on April 23, 1998.
EXPLANATORY NOTE

         The Prospectus, prepared in accordance with the requirements of Form
S-8 and related to this Registration Statement will be used in connection with
the offer and sale of shares of Common Stock of the Registrant pursuant to the
Plan. This Registration Statement includes a Prospectus (the "Reoffer
Prospectus"), prepared in accordance with the requirements of Form S-3, which
may be used for the offer and sale by directors of the Registrant who may be
deemed "affiliates" of the Registrant, as that term is defined in Rule 405 under
the Securities Act of 1933, as amended, of securities registered hereunder. The
Reoffer Prospectus is also being filed as part of Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 (Registration No. 33-58865) for the
Long-Term Incentive Plan of the Registrant and as part of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Registration No.
33-64071) for the Defined Contribution Plan of Fortune Brands, Inc. and
Participating Operating Companies.
PROSPECTUS
----------
                              Fortune Brands, Inc.
                              --------------------

                                  Common Stock

                              --------------------
                  This Prospectus relates to offers and sales by certain
officers and directors (the "Selling Stockholders") of Fortune Brands, Inc., a
Delaware corporation (the "Company"), who may be deemed to be "affiliates" of
the Company, as defined in Rule 405 under the Securities Act of 1933, as
amended, of shares of Common Stock of the Company that have been or may be
acquired by such persons upon exercise of nonqualified stock options granted
pursuant to the Non-Employee Director Stock Option Plan (the "Director Plan"),
or upon the exercise of incentive stock options or nonqualified stock options
granted pursuant to the 1990 Long-Term Incentive Plan, as amended (the "1990
Plan"), the 1986 Stock Option Plan, as amended (the "1986 Plan"), or the 1981
Stock Option Plan, as amended (the "1981 Plan"), of the Company (collectively,
the "Employee Plans"), or upon exercise of stock appreciation rights granted
under the Employee Plans in respect of options, or pursuant to performance
awards or restricted stock or other stock-based awards, or dividend equivalents
earned thereon, under the 1990 Plan, or that have been or may be acquired by or
for the account of such persons pursuant to the Defined Contribution Plan of
Fortune Brands, Inc. and Participating Operating Companies (the "Defined
Contribution Plan") as a result of employee or employer contributions under such
plan. See "SELLING STOCKHOLDERS". The shares that may be so acquired by such
persons pursuant to the Director Plan and the Employee Plans are herein referred
to as the "Award Shares" and the shares that have been or may be so acquired by
such persons pursuant to the Defined Contribution Plan are herein referred to as
the "DCP Shares".

                  The accompanying Annual Supplement to this Prospectus sets
forth the number of Award Shares and DCP Shares covered by this Prospectus.

                  Shares covered by this Prospectus may be offered and sold from
time to time by or on behalf of the Selling Stockholders through brokers on the
New York Stock Exchange or otherwise at the prices prevailing at the time of
such sales. No specified brokers or dealers have been designated by the Selling
Stockholders and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may
be offered pursuant to this Prospectus. The net proceeds to the Selling
Stockholders will be the proceeds received by them upon such sales, less
brokerage commissions, if any. The Company will pay all expenses of preparing
and reproducing this Prospectus, but will not receive any of the proceeds from
sales by any of the Selling Stockholders.

                                 ---------------
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is April 28, 1998
No person has been authorized to give any information or to
make any representation not contained in this Prospectus in connection with the
offer contained herein and, if given or made, such information or representation
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer of any securities other than the Common Stock that may be
offered hereby or an offer of the Common Stock to any person in any jurisdiction
where such offer would be unlawful. The delivery of the Prospectus or any sale
made through its use at any time does not imply that the information herein is
correct as of any time subsequent to its date.

                              AVAILABLE INFORMATION

                  The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York, 10048 and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission also maintains a World Wide Web Site that contains reports, proxy and
information statements and other information regarding registrants (including
the Company) that file electronically with the Commission (http://www.sec.gov).

                  The Company's Common Stock is listed on the New York Stock
Exchange and reports, proxy statements and other information concerning the
Company can be inspected and copied at the library of the New York Stock
Exchange at 20 Broad Street, New York, New York, 10005. The Company will
furnish, without charge, to any person to whom this Prospectus is delivered,
upon such person's written or oral request, a copy of any and all of the
information that has been incorporated by reference in the Registration
Statement of which this Prospectus is a part (not including exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information). Any such request should by directed to the Secretary of the
Company at its principal executive offices, 1700 East Putnam Avenue, Old
Greenwich, Connecticut 06870 (telephone number (203) 698-5000).

                                   THE COMPANY

                  The Company is a holding company with subsidiaries engaged in
the manufacture and sale of home products, office products, golf products and
distilled spirits.

                  The Company's principal executive offices are located at 1700
East Putnam Avenue, Old Greenwich, Connecticut 06870-0811 and its telephone
number is (203) 698-5000.

                                       2
RECENT DEVELOPMENTS

                  In recent years, the Company has been engaged in a strategy of
seeking to enhance the operations of its principal operating companies. Pursuant
to this strategy, in 1997 the Company completed five acquisitions of office
products, golf clubs and home products businesses for an aggregate cost of $92
million, including fees and expenses. In 1996, the Company acquired Cobra Golf
Incorporated, a leading manufacturer of golf clubs, for an aggregate cost of
$712 million in cash, including fees and expenses. In February 1998, the
Company's office products subsidiary completed the acquisition of the Apollo
Presentation Products group of companies, marketers of office and conference
presentation products, for $65 million.

                  The Company has also disposed of subsidiaries having
significant revenues but engaged in businesses considered by the Company to be
nonstrategic to its long-term operations. For example, in 1994, the Company sold
The American Tobacco Company, a subsidiary engaged in the domestic tobacco
business, to Brown & Williamson Tobacco Corporation (a subsidiary of B.A.T
Industries p.l.c.) for $1 billion. In 1995, the Company sold American Franklin
Company, whose subsidiaries were engaged in the life insurance business, to
American General Corporation for $1.17 billion. Most recently, on May 30, 1997,
the Company completed the spin-off of Gallaher Group Plc ("Gallaher Group") to
the Company's stockholders. Subsidiaries of Gallaher Group compete in the
international tobacco business.

                  In addition, a number of other nonstrategic businesses and
product lines have been sold. In 1997, one of the Company's office products
subsidiaries sold Sax Arts & Crafts, a marketer to schools of arts and crafts
supplies, and in 1998, a home products subsidiary sold assets relating to the
manufacture of door locks and related hardware. In 1995, U.K.-based Forbuoys
(retail distribution) and Prestige (housewares) were sold, both of which were
subsidiaries in the Gallaher Group.

                  The Company continues to pursue the above strategy and in
furtherance thereof explores other possible acquisitions in fields related to
its principal operating companies. The Company also cannot exclude the
possibility of acquisitions in other fields or further dispositions. Although no
assurance can be given as to whether or when any acquisitions or dispositions
will be consummated, if agreement with respect to any acquisitions were to be
reached, the Company might finance such acquisitions by issuance of additional
debt or equity securities. The additional debt from any acquisitions, if
consummated, would increase the Company's debt-to-equity ratio and such debt or
equity securities might, at least in the near term, have a dilutive effect on
earnings per share. The Company also continues to consider other corporate
strategies intended to enhance stockholder value. It cannot be predicted whether
or when any such strategies might be implemented or what the financial effect
thereof might be upon the Company's debt or equity securities.

                              SELLING STOCKHOLDERS

                  See the Annual Supplement for current information regarding
the Selling Stockholders, the shares of Common Stock of the Company beneficially
owned by them, the Award Shares and DCP Shares offered by them hereby and the
shares of Common Stock of the

                                       3
Company to be beneficially owned by them after completion of the offering. The
address of each of the Selling Stockholders is Fortune Brands, Inc., 1700 East
Putnam Avenue, Old Greenwich, Connecticut 06870.

                       DOCUMENTS INCORPORATED BY REFERENCE

                  For further information concerning the Company and its
subsidiaries see the Company's Annual Report on Form 10-K, its Proxy Statement
for the Annual Meeting of Stockholders and any other reports filed with the
Commission and described in the Annual Supplement. All reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the termination of the offering, shall
be deemed to be incorporated herein by reference and be a part hereof from the
date of filing of such reports and documents. For a description of the Common
Stock of the Company, see "DESCRIPTION OF CAPITAL STOCK" on pages 17-20 of the
Proxy Statement and Prospectus constituting a part of the Company's Registration
Statement on Form S-4 (Registration No. 33-635) incorporated by reference in the
Company's Application for Registration on Form 8-B dated January 27, 1986,
including the amendments to such description set forth in the Company's Current
Reports on Form 8-K dated June 19, 1986 and September 4, 1986, its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1990 and its
Current Report on Form 8-K dated September 27, 1990. For a description of the
Company's Preferred Share Purchase Rights, see the Company's Application for
Registration of Securities on Form 8-A dated December 22, 1997. Each of the
documents listed in this paragraph is on file with the Commission and
incorporated herein by reference and made a part hereof. Registrant's Current
Reports on Form 8-K and Quarterly Report on Form 10-Q referred to in this
paragraph are maintained in Securities and Exchange Commission File No. 1-9076.

                  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus and the Registration Statement of
which it is a part to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus or such Registration Statement.

                                     EXPERTS

                  The consolidated financial statements and financial statement
schedule included or incorporated by reference in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, incorporated herein by
reference, have been incorporated herein by reference in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given upon the authority
of that firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

                  The Prospectus does not contain all the information set forth
in the Registration Statement, or amendments thereto, certain portions of which
have been omitted pursuant to the

                                       4
Commission's rules and regulations. The information so omitted may be obtained
from the Commission's principal office in Washington, D.C., upon payment of the
fees prescribed by the Commission.

                  The Delaware General Corporation Law and the By-laws of the
Company provide for indemnification of the Company's officers and directors, who
are also covered by certain insurance policies maintained by the Company.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.

                                       5
1998 SUPPLEMENT

                          To Prospectus for Offers and

                            Sales of Common Stock of

                              Fortune Brands, Inc.

                         By Certain Selling Stockholders

      This Supplement dated April 28, 1998 to the Prospectus dated April 28,
1998 relating to offers and sales of Award Shares and DCP Shares by certain
Selling Stockholders of Fortune Brands, Inc. contains certain current
information that may change from year to year. The Supplement will be updated
annually and will be delivered to each Selling Stockholder. Each current Annual
Supplement should be kept with the Prospectus in the Selling Stockholder's
important papers. Selling Stockholders who received the April 28, 1998
Prospectus will not be sent additional copies of the Prospectus in subsequent
years unless the information in the Prospectus is required to be amended or
unless a Selling Stockholder requests an additional copy by writing to the
Secretary, Fortune Brands, Inc., 1700 East Putnam Avenue, Old Greenwich,
Connecticut 06870. Capitalized terms used in this Supplement have the meanings
set forth in the Prospectus.

      1. Date.  The date of this Supplement is April 28, 1998.

      2. Information Regarding Selling Stockholders and Award Shares and DCP
Shares Covered by the Prospectus. The Prospectus covers 3,877,600 Award Shares
that have been or may be acquired upon exercise of incentive stock options or
nonqualified stock options granted pursuant to the Employee Plans and the
Director Plan, or upon exercise of stock appreciation rights granted under the
Employee Plans in respect of options, or pursuant to performance awards, awards
of restricted stock or other stock-based awards, and dividend equivalents earned
thereon, under the 1990 Plan, and held by the Selling Stockholders as of
February 12, 1998 and 50,414 DCP Shares that have been or may be acquired
pursuant to the Defined Contribution Plan, and held on December 31, 1997 by the
Trustee of the Defined Contribution Plan.

      There are set forth in the following table opposite the name of each of
the Selling Stockholders (1) under the heading "Shares of Common Stock
beneficially owned", the shares of Common Stock of the Company beneficially
owned by the Selling Stockholder on February 12, 1998 (except, as stated in Note
(c) below, beneficial ownership is disclaimed as to certain shares), including
shares of Common Stock (if any) of which the Selling Stockholder had the right
on such date to acquire beneficial ownership pursuant to the exercise on or
before April 13, 1998 of options granted by the Company, plus the number (if
any) of shares of Common Stock held on December 31, 1997 by the Trustee of the
Defined Contribution Plan that is equivalent as of that date to the Selling
Stockholder's undivided proportionate beneficial interest in all such shares;
(2) under the heading "DCP Shares", the number (if any) of shares of Common
Stock held on December 31, 1997 by the Trustee of the Defined Contribution Plan
that is equivalent as of that date to the Selling Stockholder's undivided
proportionate beneficial interest in all such shares and offered by the
Prospectus; (3) under the heading "Award Shares acquired or which may be
acquired and offered", the shares of Common Stock which have been acquired
pursuant to performance awards, awards of restricted stock or other stock-based
awards, and dividend equivalents earned thereon, if any, or upon the exercise of
options and stock appreciation rights, or may be acquired by the Selling
Stockholder pursuant to performance awards or other stock-based awards, and
dividend equivalents earned thereon, if any, or upon the exercise of options
and stock appreciation rights outstanding as of February 12, 1998 and offered by
the Prospectus; and (4) under the heading "Shares of Common Stock to be owned
after completion of the offering", the shares of Common Stock to be beneficially
owned by the Selling Stockholder after completion of the offering, based on the
number of shares owned on February 12, 1998. The information as to security
holdings is based on information received by the Company from the Selling
Stockholders, from the Compensation and Stock Option Committee, the Nominating
and Corporate Governance Committee and the Corporate Employee Benefits Committee
of the Company, and from the Trustee of the Defined Contribution Plan, and has
been adjusted to reflect (i) the spin-off of Gallaher Group Plc, effective May
30, 1997 and (ii) two-for-one stock splits in the form of 100% stock dividends,
at a rate of one additional share of Common Stock for each share of Common Stock
issued, effective September 10, 1986 and October 9, 1990, respectively. Shares
of Common Stock have attached thereto certain preferred stock purchase rights
distributed by the Company as a dividend on December 24, 1997.
(3)           (4)
                                                                                         Award       Shares of
                                                                                         Shares       Common
                                                                (1)                   acquired or      Stock
                                                             Shares of                   which         to be
                                                              Common                     may be        owned
                                    Present principal          Stock         (2)        acquired       after
                                       positions or         beneficially     DCP          and       completion
                                     offices with the          owned       Shares       offered     of offering
     Selling Stockholder          Company or affiliates      (a)(b)(c)       (a)         (b)(d)         (c)

-----------------------------   -------------------------   ------------  ---------   -----------  -------------
Eugene R. Anderson.........     Director                        10,082            0        3,217        10,082
Patricia O. Ewers..........     Director                         1,782            0        3,217         1,782
Thomas C. Hays.............     Director; Chairman of          979,170        9,875    1,160,880        30,710
                                  the Board and Chief
                                  Executive Officer
John W. Johnstone, Jr. ....     Director                         2,482            0        3,217         2,482
Wendell J. Kelley..........     Director                         4,082            0            0         4,082
Sidney Kirschner...........     Director                         2,382            0            0         2,382
Gordon R. Lohman...........     Director                         1,500            0        3,217         1,500
John T. Ludes..............     Director; President and        557,711        3,576      654,342        16,267
                                  Chief Operating
                                  Officer
Charles H. Pistor, Jr......     Director                         4,482            0            0         4,482
Anne M. Tatlock............     Director                         2,000            0        3,217         2,000
John W. Thompson...........     Director                         1,305            0        3,217         1,305
Peter M. Wilson............     Director                         2,140            0            0         2,140
2
(3)           (4)
                                                                                         Award       Shares of
                                                                                         Shares       Common
                                                                (1)                   acquired or      Stock
                                                             Shares of                   which         to be
                                                              Common                     may be        owned
                                    Present principal          Stock         (2)        acquired       after
                                       positions or         beneficially     DCP          and       completion
                                     offices with the          owned       Shares       offered     of offering
     Selling Stockholder          Company or affiliates      (a)(b)(c)       (a)         (b)(d)         (c)

-----------------------------   -------------------------   ------------  ---------   -----------  -------------
Dudley L. Bauerlein, Jr....     Senior Vice President          246,535       14,408      276,439        14,408
                                  and Chief Financial
                                  Officer
Louis F. Fernous, Jr.......     Vice President and             132,654            0      145,058        10,800
                                  Secretary
Mark Hausberg..............     Vice President and              63,042          872       83,492         1,272
                                  Treasurer
Gilbert L. Klemann, II.....     Executive Vice                 319,555        2,827      388,762         2,829
                                  President - Strategic
                                  and Legal Affairs
Anne C. Linsdau............     Vice President -                     0            0       14,000             0
                                  Human Resources
Charles H. McGill..........     Senior Vice President -         84,738          595      125,557           595
                                  Corporate Development
Steven C. Mendenhall.......     Senior Vice President          181,825        4,735      224,968         4,735
                                  Chief Administrative
                                  Officer
Craig P. Omtvedt...........     Senior Vice President           88,214        1,822      125,153         1,822
                                  and Chief Accounting
                                  Officer
Mark A. Roche..............     Vice President and             141,481        4,597      174,434         4,597
                                  General Counsel
Robert J. Rukeyser.........     Senior Vice President -        437,546        7,107      485,213         7,507
                                  Corporate Affairs
----------

      * Positions are those with the Company, unless otherwise indicated. Each
of the Selling Stockholders has been a director or officer of the Company or a
subsidiary of the Company for the past three years, except for Mr. Omtvedt, who
was Vice President - Deputy Controller and Chief Internal Auditor of the Company
from January 1, 1996 through December 31, 1996, was Vice President and Chief
Accounting Officer from January 1, 1997 through December 31, 1997

                                       3
and has been Senior Vice President and Chief Accounting Officer since January 1,
1998; and Mr. Roche, who was Vice President and Associate General Counsel of the
Company from January 1, 1996 through December 31, 1997 and has been Vice
President and General Counsel since January 1, 1998.

      (a) The numbers of shares attributable to Company contributions under the
Defined Contribution Plan included in the numbers shown in Columns (1) and (2)
are as follows: Dudley L. Bauerlein, Jr., 12,502; Mark Hausberg, 872; Thomas C.
Hays, 2,672; Gilbert L. Klemann, II, 2,272; John T. Ludes, 3,089; Charles H.
McGill, 404; Steven C. Mendenhall, 2,444; Craig P. Omtvedt, 993; Mark A. Roche,
3,170; Robert J. Rukeyser, 6,275. The number of shares attributable to employee
contributions under such Plan included in the numbers shown in Columns (1) and
(2) are as follows: Dudley L. Bauerlein, Jr., 1,906; Thomas C. Hays, 7,203;
Gilbert L. Klemann, II, 555; John T. Ludes, 487; Charles H. McGill, 191; Steven
C. Mendenhall, 2,291; Craig P. Omtvedt, 829; Mark A. Roche, 1,427; and Robert J.
Rukeyser, 832.

      (b) The numbers of shares of which the Selling Stockholders had the right
to acquire beneficial ownership pursuant to the exercise on or before April 13,
1998 of options granted by the Company included in the numbers shown in Columns
(1) and (3) are as follows: Dudley L. Bauerlein, Jr., 214,963; Louis F. Fernous,
Jr., 109,402; Mark Hausberg, 60,170; Thomas C. Hays, 827,503; Gilbert L.
Klemann, II, 307,058; John T. Ludes, 505,854; Charles H. McGill, 81,730; Steven
C. Mendenhall, 157,348; Craig P. Omtvedt, 86,392; Mark A. Roche, 135,234; and
Robert J. Rukeyser, 393,614. Inclusion of such shares does not constitute an
admission by any Selling Stockholder that he is the beneficial owner of such
shares.

      (c) To the best of the Company's knowledge, each Selling Stockholder has
sole voting and investment power with respect to shares shown after his name in
Columns (1), (2) and (4) above, other than with respect to the shares listed in
Note (b) above and except as follows: Mr. Hays shares voting and investment
power as a co-trustee of various family trusts with respect to 5,107 shares and
with respect to which he disclaims beneficial ownership and Mr. Hays has no
voting or investment power with respect to 4,000 shares held in trust for the
benefit of his wife and with respect to which he disclaims beneficial ownership;
Mr. Ludes has no voting or investment power with respect to 12,691 shares held
in trust for the benefit of his wife and with respect to which shares he
disclaims beneficial ownership; Mr. Pistor shares voting and investment power
with his wife with respect to 2,400 shares; Mr. Fernous has no voting and
investment power with respect to 10,800 shares held by his wife and with respect
to which he disclaims beneficial ownership; and Mr. Hausberg shares voting and
investment power with his wife with respect to 400 shares. The Trustee of the
Defined Contribution Plan has agreed to vote the shares it holds in the Trust in
accordance with instructions received from members of the Plan and shares as to
which instructions are not received are voted by the Trustee proportionally in
the same manner as shares as to which it has received instructions.

      (d) The numbers of shares in Column (3) include shares covered by
performance awards granted under the 1990 Plan if the maximum performance goals
to which such awards relate are met for the performance periods 1996-1998,
1997-1999 and 1998-2000. The number of shares of Common Stock so covered are as
follows: Dudley L. Bauerlein, Jr., 22,312; Louis F. Fernous, Jr., 11,204; Mark
Hausberg, 10,422; Thomas C. Hays, 105,420; Gilbert L. Klemann, II, 33,836; Anne
C. Linsdau, 2,700; John T. Ludes, 56,398; Charles H. McGill, 20,414; Steven C.
Mendenhall, 23,878; Craig P. Omtvedt, 16,761; Mark A. Roche, 17,550; and Robert
J. Rukeyser, 27,674. Inclusion of such shares does not constitute an admission
by any Selling Stockholder that he is the beneficial owner of such shares.

                                       4
3. Market Price. The closing price per share of Common Stock of the
Company on the New York Stock Exchange Composite Transactions on April 23, 1998
was $37.75.

      4. Documents Incorporated by Reference. For further information concerning
the Company and its subsidiaries, see the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, which incorporates by reference
certain information, including the Company's Consolidated Financial Statements
contained in the Company's 1997 Annual Report to Stockholders, and see also its
Proxy Statement for the Annual Meeting of Stockholders to be held on April 28,
1998, and its Current Reports on Form 8-K dated January 12, January 23, February
10, February 20, March 2, March 4, April 1, and April 22, 1998. Each of the
foregoing is on file with the Securities and Exchange Commission.

                                       5
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

               (i) Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1997, filed pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (the "Exchange Act"), which
         incorporates by reference certain information, including the Company's
         1997 consolidated financial statements contained in its 1997 Annual
         Report to Stockholders;

              (ii) all other reports filed by Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1997;

              (iii) the description of Registrant's Common Stock contained under
         the caption 'DESCRIPTION OF CAPITAL STOCK' in the Prospectus related to
         Registrant's Registration Statement on Form S-3 (Registration No.
         33-50832); and

              (iv) the description of Registrant's Preferred Share Purchase
         Rights contained in Registrant's Application for Registration on Form
         8-A dated December 22, 1997.

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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 subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

Item 4. Description of Securities.

         This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

                                      II-1
Item 5. Interests of Named Experts and Counsel.

         This Item is not applicable.

Item 6. Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware provides in part
as follows:

                 "(a) A corporation shall have power to indemnify any person who
        was or is a party or is threatened to be made a party to any threatened,
        pending or completed action, suit or proceeding, whether civil,
        criminal, administrative or investigative (other than an action by or in
        the right of the corporation) by reason of the fact that the person is
        or was a director, officer, employee or agent of the corporation, or is
        or was serving at the request of the corporation as a director, officer,
        employee or agent of another corporation, partnership, joint venture,
        trust or other enterprise, against expenses (including attorneys' fees),
        judgments, fines and amounts paid in settlement actually and reasonably
        incurred by the person in connection with such action, suit or
        proceeding if the person acted in good faith and in a manner the person
        reasonably believed to be in or not opposed to the best interests of the
        corporation, and, with respect to any criminal action or proceeding, had
        no reasonable cause to believe the person's conduct was unlawful. The
        termination of any action, suit or proceeding by judgment, order,
        settlement, conviction, or upon a plea of nolo contendere or its
        equivalent, shall not, of itself, create a presumption that the person
        did not act in good faith and in a manner which the person reasonably
        believed to be in or not opposed to the best interests of the
        corporation, and, with respect to any criminal action or proceeding, had
        reasonable cause to believe that the person's conduct was unlawful.

                 "(b) A corporation shall have power to indemnify any person who
        was or is a party or is threatened to be made a party to any threatened,
        pending or completed action or suit by or in the right of the
        corporation to procure a judgment in its favor by reason of the fact
        that the person is or was a director, officer, employee or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director, officer, employee or agent of another corporation,
        partnership, joint venture, trust or other enterprise against expenses
        (including attorneys' fees) actually and reasonably incurred by the
        person in connection with the defense or settlement of such action or
        suit if the person acted in good faith and in a manner the person
        reasonably believed to be in or not opposed to the best interests of the
        corporation and except that no indemnification shall be made in respect
        of any claim, issue or matter as to which such person shall have been
        adjudged to be liable to the corporation unless and only to the extent
        that the Court of Chancery or the court in which such action or suit was
        brought shall determine upon application that, despite the adjudication
        of liability but in view of all the circumstances of the case, such
        person is fairly and reasonably entitled to indemnity for such expenses
        which the Court of Chancery or such other court shall deem proper.

                                      II-2
"(c) To the extent that a present or former director or officer
        of a corporation has been successful on the merits or otherwise in
        defense of any action, suit or proceeding referred to in subsections (a)
        and (b) of this section, or in defense of any claim, issue or matter
        therein, such person shall be indemnified against expenses (including
        attorneys' fees) actually and reasonably incurred by such person in
        connection therewith.

                 "(d) Any indemnification under subsections (a) and (b) of this
        section (unless ordered by a court) shall be made by the corporation
        only as authorized in the specific case upon a determination that
        indemnification of the present of former director, officer, employee or
        agent is proper in the circumstances because the person has met the
        applicable standard of conduct set forth in subsections (a) and (b) of
        this section. Such determination shall be made, with respect to a person
        who is a director or officer at the time of such determination, (1) by a
        majority vote of the directors who are not parties to such action, suit
        or proceeding, even though less than a quorum, or (2) by a committee of
        such directors designated by a majority vote of such directors, even
        though less than a quorum, or (3) if there are no such directors, or if
        such directors so direct, by independent legal counsel in a written
        opinion, or (4) by the stockholders.

                 "(e) Expenses (including attorneys' fees) incurred by an
        officer or director in defending any civil, criminal, administrative or
        investigative action, suit or proceeding may be paid by the corporation
        in advance of the final disposition of such action, suit or proceeding
        upon receipt of an undertaking by or on behalf of such director or
        officer to repay such amount if it shall ultimately be determined that
        such person is not entitled to be indemnified by the corporation as
        authorized in this section. Such expenses (including attorneys' fees)
        incurred by former directors and officers or other employees and agents
        may be so paid upon such terms and conditions, if any, as the
        corporation deems appropriate.

                 "(f) The indemnification and advancement of expenses provided
        by, or granted pursuant to, the other subsections of this section shall
        not be deemed exclusive of any other rights to which those seeking
        indemnification or advancement of expenses may be entitled under any
        bylaw, agreement, vote of stockholders or disinterested directors or
        otherwise, both as to action in such person's official capacity and as
        to action in another capacity while holding such office.

                 "(g) A corporation shall have power to purchase and maintain
        insurance on behalf of any person who is or was a director, officer,
        employee or agent of the corporation, or is or was serving at the
        request of the corporation as a director, officer, employee or agent of
        another corporation, partnership, joint venture, trust or other
        enterprise against any liability asserted against such person and
        incurred by such person in any such capacity, or arising out of such
        person's status as such, whether or not the corporation would have the
        power to indemnify such person against such liability under this
        section.

                                      II-3
"(h) For purposes of this section, references to 'the
        corporation' shall include, in addition to the resulting corporation,
        any constituent corporation (including any constituent of a constituent)
        absorbed in a consolidation or merger which, if its separate existence
        had continued, would have had power and authority to indemnify its
        directors, officers, and employees or agents, so that any person who is
        or was a director, officer, employee or agent of such constituent
        corporation, or is or was serving at the request of such constituent
        corporation as a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other enterprise,
        shall stand in the same position under this section with respect to the
        resulting or surviving corporation as such person would have with
        respect to such constituent corporation if its separate existence had
        continued.

                 "(i) For purposes of this section, references to 'other
        enterprises' shall include employee benefit plans; references to 'fines'
        shall include any excise taxes assessed on a person with respect to any
        employee benefit plan; and references to 'serving at the request of the
        corporation' shall include any service as a director, officer, employee
        or agent of the corporation which imposes duties on, or involves
        services by, such director, officer, employee, or agent with respect to
        an employee benefit plan, its participants or beneficiaries; and a
        person who acted in good faith and in a manner the person reasonably
        believed to be in the interest of the participants and beneficiaries of
        an employee benefit plan shall be deemed to have acted in a manner 'not
        opposed to the best interests of the corporation' as referred to in this
        section.

                 "(j) The indemnification and advancement of expenses provided
        by, or granted pursuant to, this section shall, unless otherwise
        provided when authorized or ratified, continue as to a person who has
        ceased to be a director, officer, employee or agent and shall inure to
        the benefit of the heirs, executors and administrators of such a person.

                 "(k) The Court of Chancery is hereby vested with exclusive
        jurisdiction to hear and determine all actions for advancement of
        expenses or indemnification brought under this section or under any
        bylaw, agreement, vote of stockholders or disinterested directors, or
        otherwise. The Court of Chancery may summarily determine a corporation's
        obligation to advance expenses (including attorneys' fees)."

Article XIII of Registrant's By-laws provides as follows:

         "Section 1. (A) Each person (an 'indemnitee') who was or is made or
threatened to be made a party to or was or is involved (as a witness or
otherwise) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a 'proceeding'), by reason of the
fact that he or she or a person of whom he or she is the legal representative
was or is a director, officer or employee of [Registrant] or was or is serving
at the request of [Registrant] as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding was or is

                                      II-4
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by [Registrant] to the fullest
extent permitted by the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits [Registrant] to provide broader
indemnification rights than said law permitted [Registrant] to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees and retainers therefor, judgments, fines, excise taxes or penalties under
the Employee Retirement Income Security Act of 1974, as amended, and amounts
paid in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Section 3 of this Article XIII with respect to proceedings
seeking to enforce rights to indemnification, [Registrant] shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of [Registrant].

         (B) The right to indemnification conferred in this Article XIII is and
shall be a contract right. The right to indemnification conferred in this
Article XIII shall include the right to be paid by [Registrant] the expenses
(including attorneys' fees and retainers therefor) reasonably incurred in
connection with any such proceeding in advance of its final disposition, such
advances to be paid by [Registrant] within 20 days after the receipt by
[Registrant] of a statement or statements from the indemnitee requesting such
advance or advances from time to time; provided, however, that if the General
Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to [Registrant] of an undertaking
by or on behalf of such director or officer, to repay all amounts so advanced if
it shall ultimately be determined that such director or officer is not entitled
to be indemnified under this Article XIII or otherwise.

         "Section 2. (A) To obtain indemnification under this Article XIII, an
indemnitee shall submit to [Registrant] a written request, including therein or
therewith such documentation and information as is reasonably available to the
indemnitee and is reasonably necessary to determine whether and to what extent
the indemnitee is entitled to indemnification. Upon written request by an
indemnitee for indemnification pursuant to the first sentence of this Section
2(A), a determination, if required by applicable law, with respect to the
indemnitee's entitlement thereto shall be made as follows: (1) if requested by
the indemnitee, by Independent Counsel (as hereinafter defined), or (2) if no
request is made by the indemnitee for a determination by Independent Counsel,
(a) by the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined), or (b) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to the indemnitee, or (c) by the

                                      II-5
stockholders of [Registrant]. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the
indemnitee, the Independent Counsel shall be selected by the indemnitee unless
the indemnitee shall request that such selection be made by the Board of
Directors, in which event the Independent Counsel shall be selected by the Board
of Directors. If it is so determined that the indemnitee is entitled to
indemnification, payment to the indemnitee shall be made within 10 days after
such determination.

         (B) In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that the indemnitee is entitled to indemnification
under this Article XIII, and [Registrant] shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption.

         "Section 3.(A) If a claim under Section 1 of this Article XIII is not
paid in full by [Registrant] within 30 days after a written claim pursuant to
Section 2(A) of this Article XIII has been received by [Registrant], or if an
advance is not made within 20 days after a request therefor pursuant to Section
1(B) of this Article XIII has been received by [Registrant], the indemnitee may
at any time thereafter bring suit (or, at the indemnitee's option, an
arbitration proceeding before a single arbitrator pursuant to the rules of the
American Arbitration Association) against [Registrant] to recover the unpaid
amount of the claim or the advance and, if successful in whole or in part, the
indemnitee shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such suit or proceeding (other than a suit
or proceeding brought to enforce a claim for expenses incurred in connection
with any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to [Registrant]) that the
indemnitee has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for [Registrant] to
indemnify the indemnitee for the amount claimed or that such indemnification
otherwise is not permitted under the General Corporation Law of the State of
Delaware, but the burden of proving such defense shall be on [Registrant].

         (B) Neither the failure of [Registrant] (including its Board of
Directors, Independent Counsel or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the indemnitee
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in the General Corporation Law of the State of Delaware,
nor an actual determination by [Registrant] (including its Board of Directors,
Independent Counsel or stockholders) that the indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the indemnitee has not met the applicable standard of conduct.

         (C) If a determination shall have been made pursuant to Section 2(A) of
this Article XIII that the indemnitee is entitled to indemnification,
[Registrant] shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to paragraph (A) of this Section 3.

                                      II-6
(D) [Registrant] shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to paragraph (A) of this Section 3
that the procedures and presumptions of this Article XIII are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that [Registrant] is bound by all the provisions of this Article
XIII.

         "Section 4. The right to indemnification and the payment of expenses
incurred in connection with a proceeding in advance of its final disposition
conferred in this Article XIII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-laws, agreement, vote of stockholders or
Disinterested Directors or otherwise.

         "Section 5. [Registrant] may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of [Registrant] or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not [Registrant] would have
the power to indemnify such person against such expense, liability or loss under
the General Corporation Law of the State of Delaware. To the extent that
[Registrant] maintains any policy or policies providing such insurance, each
such director, officer or employee, and each such agent to which rights to
indemnification have been granted as provided in Section 6 of this Article XIII,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

         "Section 6. [Registrant] may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification, and rights to
be paid by [Registrant] the expenses incurred in connection with any proceeding
in advance of its final disposition, to any agent of [Registrant] to the fullest
extent of the provisions of this Article XIII with respect to the
indemnification and advancement of expenses of directors, officers and employees
of [Registrant].

         "Section 7. If any provision or provisions of this Article XIII shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (A)
the validity, legality and enforceability of the remaining provisions of this
Article XIII (including without limitation, each portion of any Section of this
Article XIII containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and (B) to the fullest extent
possible, the provisions of this Article XIII (including, without limitation,
each portion of any Section of this Article XIII containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

         "Section 8. For purposes of this Article XIII:

         (A) 'Disinterested Director' means a director of [Registrant] who is
not and was not a party to the matter in respect of which indemnification is
sought by the indemnitee.

         (B) 'Independent Counsel' means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five

                                      II-7
years has been, retained to represent: (1) [Registrant] or the indemnitee in any
matter material to either such party, or (2) any other party to the matter
giving rise to a claim for indemnification. Notwithstanding the foregoing, the
term 'Independent Counsel' shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either [Registrant] or the indemnitee in an
action to determine the indemnitee's rights under this Article XIII.

         "Section 9. Any notice, request or other communication required or
permitted to be given to [Registrant] under this Article XIII shall be in
writing and either delivered in person or sent by telecopy, telex, telegram or
certified or registered mail, postage prepaid, return receipt requested, to the
Secretary of [Registrant] and shall be effective only upon receipt by the
Secretary."

         Registrant has procured insurance protecting it under its obligation to
indemnify officers and directors against certain types of liabilities (including
certain liabilities under the Securities Act of 1933) that may be incurred by
them in the performance of their duties and affording protection to such
officers and directors in certain areas to which the corporate indemnity does
not extend, all within specified limits and subject to specified deductions.

         In addition, Registrant and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments which
Registrant or such persons may be required to make in respect thereof.

Item 7. Exemption from Registration Claimed.

         This Item is not applicable.

Item 8. Exhibits.

           4a1    -  Certificate of Incorporation, as amended, of Registrant
                     (incorporated herein by reference to Exhibit 3b to the
                     Current Report on Form 8-K of Registrant dated December 2,
                     1997).

           4b1    -  By-laws, as amended, of Registrant (incorporated herein
                     by reference to Exhibit 3(ii)(b) to the Quarterly Report on
                     Form 10-Q of Registrant dated August 12, 1997).

           4c1    -  Non-Employee Director Stock Option Plan of Fortune Brands,
                     Inc. (incorporated herein by reference to Exhibit 10b1 to
                     the Quarterly Report on Form 10-Q of Registrant dated
                     August 12, 1997).

                                      II-8
4c2    -  Amendment to Non-Employee Director Stock Option Plan of
                     Fortune Brands, Inc. constituting Exhibit 4c1 hereto.

           4d1    -  Rights Agreement dated as of November 19, 1997 between
                     Registrant and First Chicago Trust Company of New York, as
                     Rights Agent (incorporated herein by reference to Exhibit
                     4a to the Current Report on Form 8-K of Registrant dated
                     December 2, 1997).

           5a1    -  Opinion of Chadbourne & Parke LLP, counsel for
                     Registrant, covering shares of the Company's Common Stock
                     issuable upon the exercise of options.

           23a1   -  Consent of Coopers & Lybrand L.L.P., independent
                     accountants.

           23b1   -  Consent of Chadbourne & Parke LLP, counsel for Registrant.

           24a1   -  Power of Attorney authorizing certain persons to sign
                     this Registration Statement and amendments hereto on behalf
                     of certain directors and officers of Registrant.

Item 9. Undertakings.

         The undersigned Registrant hereby undertakes:

         (a)      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;

         (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;
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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration

                                      II-9
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.

         (c) 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.
         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant 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, Registrant 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 of 1933 and will be
governed by the final adjudication of such issue.

                                     II-10
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Old Greenwich, State of Connecticut, on this 28th day
of April, 1998.

                                            FORTUNE BRANDS, INC.

                                            By       Thomas C. Hays
                                               (Thomas C. Hays, Chairman
                                       of the Board and Chief Executive Officer)

         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 this 28th day of April, 1998.

          Signature                                   Title
          ---------                                   ----- 

        Thomas C. Hays                    Chairman of the Board and Chief
       (Thomas C. Hays)                    Executive Officer (principal
                                          executive officer) and Director

         John T. Ludes                     President and Chief Operating
        (John T. Ludes)                         Officer and Director

   Dudley L. Bauerlein, Jr.               Senior Vice President and Chief
  (Dudley L. Bauerlein, Jr.)                Financial Officer (principal
                                                financial officer)

                         
       Craig P. Omtvedt                   Senior Vice President and Chief
      (Craig P. Omtvedt)                   Accounting Officer (principal
                                                accounting officer)

                                     II-11
Signature                                   Title
          ---------                                   ----- 

      Eugene R. Anderson*                            Director
     (Eugene R. Anderson)

      Patricia O. Ewers*                             Director
     (Patricia O. Ewers)

    John W. Johnstone, Jr.*                          Director
   (John W. Johnstone, Jr.)

      Wendell J. Kelley*                             Director
     (Wendell J. Kelley)

      Sidney Kirschner*                              Director
     (Sidney Kirschner)

      Gordon R. Lohman*                              Director
     (Gordon R. Lohman)

    Charles H. Pistor, Jr.*                          Director
   (Charles H. Pistor, Jr.)

       Anne M. Tatlock*                              Director
      (Anne M. Tatlock)

       John W. Thompson*                             Director
      (John W. Thompson)

        Peter M. Wilson*                             Director
       (Peter M. Wilson)

*By:         A. Robert Colby     
    (A. Robert Colby, Attorney-in-Fact)

                                     II-12
EXHIBIT INDEX

Exhibit No.   Description of Exhibits                                      Page
-----------   -----------------------                                      ----
4a1           Certificate of Incorporation of Registrant (incorporated
              herein by reference to Exhibit 3b to the Current Report on
              Form 8-K of Registrant dated December 2, 1997).

4b1           By-laws of Registrant (incorporated herein by reference to
              Exhibit 3(ii)(b) to the Quarterly Report on Form 10-Q of
              Registrant dated August 12, 1997).

4c1           Non-Employee Director Stock Option Plan of Fortune Brands,
              Inc. (incorporated herein by reference to Exhibit 10b1 to
              the Quarterly Report on Form 10-Q of Registrant dated
              August 12, 1997).

4c2           Amendment to Non-Employee Director Stock Option Plan of
              Fortune Brands, Inc. constituting Exhibit 4c1 hereto.

4d1           Rights Agreement dated as of November 19, 1997 between
              Registrant and First Chicago Trust Company of New York,
              as Rights Agent (incorporated herein by reference to
              Exhibit 4a to the Current Report on Form 8-K of
              Registrant dated December 2, 1997).

5a1           Opinion of Chadbourne & Parke LLP, counsel for Registrant,
              covering shares of the Company's Common Stock issuable
              upon the exercise of options.

23a1          Consent of Coopers & Lybrand L.L.P., independent
              accountants.

23b1          Consent of Chadbourne & Parke LLP, counsel to Registrant.

24a1          Power of Attorney authorizing certain persons to sign this
              Registration Statement and amendments hereto on behalf of
              certain directors and officers of Registrant.