As filed with the Securities and Exchange Commission on March 11, 2003

                                                    Registration No. 333-
===============================================================================

                                  UNITED STATES
                       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
           Incorporation or Organization)                  Identification No.)

                 300 Tower Parkway, Lincolnshire, Illinois 60069
               (Address of Principal Executive Offices) (Zip Code)
                                   ----------
                    Future Brands LLC Retirement Savings Plan
                            (Full Title of the Plan)
                                   ----------

                   MARK A. ROCHE, ESQ.                       Copy to:
                 Senior Vice President,                EDWARD P. SMITH, ESQ.
              General Counsel and Secretary           CHADBOURNE & PARKE LLP
                   FORTUNE BRANDS, INC.                30 Rockefeller Plaza
                    300 Tower Parkway                 New York, New York 10112
               Lincolnshire, Illinois 60069
         (Name and address of agent for service)

    Telephone number, including area code, of agent for service: (847) 484-4400
                                                    ----------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed         Proposed         Amount of
                                 maximum          maximum          registration
Title of        Amount to be    offering price    aggregate        fee
securities      registered**    per share ***   offering price***
to be
registered

--------------------------------------------------------------------------------
Common Stock,
Par Value
$3.125 per
share, and
Preferred
Share Purchase
Rights*......    200,000 shares    $41.41          $8,282,000        $670
================================================================================


*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. **In addition, pursuant to Rule 416(c) of the
Securities Act of 1933, as amended (the "Securities Act"), this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
***Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act on the basis of the average of the high
and low per share market price ($41.80 and $41.01, respectively) of the Common
Stock on March 5, 2003, as reported on the New York Stock Exchange Composite
Transactions.


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


<PAGE>



                                EXPLANATORY NOTE

         Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with the Note to Part I of Form S-8.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Registrant or the Plan 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, 2001, 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
         2001 consolidated financial statements contained in its 2001 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, 2001;

             (iii) the description of Registrant's Common Stock, par value
         $3.125 per share, set forth under the headings "Description of Fortune
         Brands Capital Stock" and "Comparative Rights of Shareholders" on pages
         94-105 of Registrant's Proxy Statement for the 1997 Annual Meeting of
         Stockholders of Fortune Brands, Inc.;

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

               (v) the Annual Report on Form 11-K of the Plan for the fiscal
         year ended December 31, 2001, filed pursuant to Section 15(d) of the
         Exchange Act; and

              (vi) Registrant's Registration Statement on Form S-8 (Registration
No. 333-58166).

         All documents subsequently filed by Registrant or the Plan 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.










                                      II-1
<PAGE>

Item 4.  Description of Securities.

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


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










                                      II-2

<PAGE>

        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.

                 "(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 or 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 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










                                      II-3
<PAGE>

        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.

                 "(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 such 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










                                      II-4

<PAGE>

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 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











                                      II-5
<PAGE>

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 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.










                                      II-7
<PAGE>

         (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 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.

           3(i)   -  Restated Certificate of Incorporation of Registrant as in
                     effect on the date hereof (incorporated herein by reference
                     to Exhibit 3(i) to the Annual Report on Form 10-K of
                     Registrant for the fiscal year ended December 31, 1998).

           3(ii)b -  By-laws of Registrant, as in effect on the date hereof
                     (incorporated herein by reference to Exhibit 3(ii)b to the
                     Annual Report on Form 10-K of Registrant for the fiscal
                     year ended December 31, 2001).

           4a1    -  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).










                                      II-8
<PAGE>

           4a2    -  Amendment to the Rights Agreement dated as of December 24,
                     2002 between Registrant and EquiServe, Inc. (a successor to
                     First Chicago Trust Company of New York) as Rights Agent
                     (incorporated by reference to Exhibit 4a2 to the
                     Registration Statement on Form S-8 for the Fortune Brands
                     Retirement Savings Plan filed on March 11, 2003 by
                     Registrant (Registration No. 333-103734)).

           15a1   -  Letter from PricewaterhouseCoopers LLP as to certain
                     unaudited financial information.

           23a1   -  Consent of PricewaterhouseCoopers LLP, independent
                     accountants.

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

           24b1   -  Power of Attorney authorizing certain persons to sign this
                     Registration Statement and amendments hereto on behalf of
                     administrators of the Plan.

           99a1   -  Future Brands LLC Amended and Restated Retirement Savings
                     Plan, as in effect on the date hereof.

           99b1   -  Fortune Brands, Inc. Savings Plans Master Trust between
                     Registrant and Fidelity Management Trust Company
                     (incorporated by reference to Exhibit 99b1 to the
                     Registration Statement on Form S-8 for the Fortune Brands
                     Retirement Savings Plan filed on February 1, 2000 by
                     Registrant (Registration No. 333-95919)).

           99c1   -  First Amendment to Fortune Brands, Inc. Savings Plans
                     Master Trust between Registrant and Fidelity Management
                     Trust Company (incorporated by reference to Exhibit 99c1 to
                     the Registration Statement on Form S-8 for the Future
                     Brands Retirement Savings Plan filed on April 2, 2001 by
                     Registrant (Registration No. 333-58166)).

           99d1   -  Second Amendment to Fortune Brands, Inc. Savings Plans
                     Master Trust between Registrant and Fidelity Management
                     Trust Company (incorporated by reference to Exhibit 99d1 to
                     the Registration Statement on Form S-8 for the Fortune
                     Brands Retirement Savings Plan filed on March 11, 2003 by
                     Registrant (Registration No. 333-103734)).

         The Registrant will submit the Plan including any amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to maintain the tax qualified status of the
Plan.


Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:











                                      II-9
<PAGE>

         (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;

                  (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 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, 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 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 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 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 Village of Lincolnshire, State of Illinois, on this 11th day
of March, 2003.

                                      FORTUNE BRANDS, INC.

                                      By  /s/  MARK A. ROCHE
                                         ---------------------------------------

                                          (Mark A. Roche, Senior Vice President,
                                              Secretary and General Counsel)


         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 11th day of March, 2003.

Signature                                            Title

NORMAN H. WESLEY*                            Chairman of the Board
---------------------------------          and Chief Executive Officer
(Norman H. Wesley)                   (principal executive officer) and Director


CRAIG P. OMTVEDT*                           Senior Vice President
----------------------------              and Chief Financial Officer
(Craig P. Omtvedt)                        (principal financial officer)


NADINE A. HEIDRICH*                      Vice President and Corporate Controller
----------------------------                 (principal accounting officer)
(Nadine A. Heidrich)


PATRICIA O. EWERS*                                Director
----------------------------
(Patricia O. Ewers)


THOMAS C. HAYS*                                   Director
----------------------------
(Thomas C. Hays)


JOHN W. JOHNSTONE, JR.*                           Director
---------------------------
(John W. Johnstone, Jr.)


GORDON R. LOHMAN*                                 Director
---------------------------
(Gordon R. Lohman)


EUGENE A. RENNA*                                  Director
 ---------------------------
(Eugene A. Renna)







                                     II-11
<PAGE>

Signature                                          Title

J. CHRISTOPHER REYES*                             Director
----------------------------
(J. Christopher Reyes)
ANNE M. TATLOCK*                                  Director
----------------------------
(Anne M. Tatlock)
DAVID M. THOMAS*                                  Director
----------------------------
(David M. Thomas)
PETER M. WILSON*                                  Director
----------------------------
(Peter M. Wilson)



     *By:               /s/ A. ROBERT COLBY
               -----------------------------------------------
                    (A. Robert Colby, Attorney-in-Fact)














                                     II-12
<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lincolnshire, State of
Illinois, on this 11th day of March, 2003.


                                  FUTURE BRANDS LLC RETIREMENT SAVINGS PLAN

                                  By:    FUTURE BRANDS LLC,
                                         as Plan Administrator

                                  By:        MARK HAUSBERG*
                                       ----------------------------------------
                                         (Mark Hausberg, Treasurer)





     *By:           /s/ A. ROBERT COLBY
               -----------------------------------------------
                    (A. Robert Colby, Attorney-in-Fact)












                                     II-13
[{"type": "S-8", "sequence": "1", "filename": "futurebrandss803112003.txt", "description": "FUTURE BRANDS LLC FORM S-8", "secsgml_size_bytes": 42097}]
{"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": "333-103735", "film-number": "03599169"}, "business-address": {"street1": "300 TOWER PARKWAY", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069", "phone": "2036985000"}, "former-company": {"former-conformed-name": "AMERICAN BRANDS INC /DE/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on March 11, 2003

                                                    Registration No. 333-
===============================================================================

                                  UNITED STATES
                       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
           Incorporation or Organization)                  Identification No.)

                 300 Tower Parkway, Lincolnshire, Illinois 60069
               (Address of Principal Executive Offices) (Zip Code)
                                   ----------
                    Future Brands LLC Retirement Savings Plan
                            (Full Title of the Plan)
                                   ----------

                   MARK A. ROCHE, ESQ.                       Copy to:
                 Senior Vice President,                EDWARD P. SMITH, ESQ.
              General Counsel and Secretary           CHADBOURNE & PARKE LLP
                   FORTUNE BRANDS, INC.                30 Rockefeller Plaza
                    300 Tower Parkway                 New York, New York 10112
               Lincolnshire, Illinois 60069
         (Name and address of agent for service)

    Telephone number, including area code, of agent for service: (847) 484-4400
                                                    ----------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed         Proposed         Amount of
                                 maximum          maximum          registration
Title of        Amount to be    offering price    aggregate        fee
securities      registered**    per share ***   offering price***
to be
registered

--------------------------------------------------------------------------------
Common Stock,
Par Value
$3.125 per
share, and
Preferred
Share Purchase
Rights*......    200,000 shares    $41.41          $8,282,000        $670
================================================================================

*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. **In addition, pursuant to Rule 416(c) of the
Securities Act of 1933, as amended (the "Securities Act"), this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
***Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act on the basis of the average of the high
and low per share market price ($41.80 and $41.01, respectively) of the Common
Stock on March 5, 2003, as reported on the New York Stock Exchange Composite
Transactions.

===============================================================================
EXPLANATORY NOTE

         Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Registrant or the Plan 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, 2001, 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
         2001 consolidated financial statements contained in its 2001 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, 2001;

             (iii) the description of Registrant's Common Stock, par value
         $3.125 per share, set forth under the headings "Description of Fortune
         Brands Capital Stock" and "Comparative Rights of Shareholders" on pages
         94-105 of Registrant's Proxy Statement for the 1997 Annual Meeting of
         Stockholders of Fortune Brands, Inc.;

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

               (v) the Annual Report on Form 11-K of the Plan for the fiscal
         year ended December 31, 2001, filed pursuant to Section 15(d) of the
         Exchange Act; and

              (vi) Registrant's Registration Statement on Form S-8 (Registration
No. 333-58166).

         All documents subsequently filed by Registrant or the Plan 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.

                                      II-1
Item 4.  Description of Securities.

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

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

                                      II-2
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.

                 "(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 or 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 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

                                      II-3
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.

                 "(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 such 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

                                      II-4
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 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

                                      II-5
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 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.

                                      II-7
(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 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.

           3(i)   -  Restated Certificate of Incorporation of Registrant as in
                     effect on the date hereof (incorporated herein by reference
                     to Exhibit 3(i) to the Annual Report on Form 10-K of
                     Registrant for the fiscal year ended December 31, 1998).

           3(ii)b -  By-laws of Registrant, as in effect on the date hereof
                     (incorporated herein by reference to Exhibit 3(ii)b to the
                     Annual Report on Form 10-K of Registrant for the fiscal
                     year ended December 31, 2001).

           4a1    -  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).

                                      II-8
4a2    -  Amendment to the Rights Agreement dated as of December 24,
                     2002 between Registrant and EquiServe, Inc. (a successor to
                     First Chicago Trust Company of New York) as Rights Agent
                     (incorporated by reference to Exhibit 4a2 to the
                     Registration Statement on Form S-8 for the Fortune Brands
                     Retirement Savings Plan filed on March 11, 2003 by
                     Registrant (Registration No. 333-103734)).

           15a1   -  Letter from PricewaterhouseCoopers LLP as to certain
                     unaudited financial information.

           23a1   -  Consent of PricewaterhouseCoopers LLP, independent
                     accountants.

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

           24b1   -  Power of Attorney authorizing certain persons to sign this
                     Registration Statement and amendments hereto on behalf of
                     administrators of the Plan.

           99a1   -  Future Brands LLC Amended and Restated Retirement Savings
                     Plan, as in effect on the date hereof.

           99b1   -  Fortune Brands, Inc. Savings Plans Master Trust between
                     Registrant and Fidelity Management Trust Company
                     (incorporated by reference to Exhibit 99b1 to the
                     Registration Statement on Form S-8 for the Fortune Brands
                     Retirement Savings Plan filed on February 1, 2000 by
                     Registrant (Registration No. 333-95919)).

           99c1   -  First Amendment to Fortune Brands, Inc. Savings Plans
                     Master Trust between Registrant and Fidelity Management
                     Trust Company (incorporated by reference to Exhibit 99c1 to
                     the Registration Statement on Form S-8 for the Future
                     Brands Retirement Savings Plan filed on April 2, 2001 by
                     Registrant (Registration No. 333-58166)).

           99d1   -  Second Amendment to Fortune Brands, Inc. Savings Plans
                     Master Trust between Registrant and Fidelity Management
                     Trust Company (incorporated by reference to Exhibit 99d1 to
                     the Registration Statement on Form S-8 for the Fortune
                     Brands Retirement Savings Plan filed on March 11, 2003 by
                     Registrant (Registration No. 333-103734)).

         The Registrant will submit the Plan including any amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to maintain the tax qualified status of the
Plan.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

                                      II-9
(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;

                  (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 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, 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 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 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 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 Village of Lincolnshire, State of Illinois, on this 11th day
of March, 2003.

                                      FORTUNE BRANDS, INC.

                                      By  /s/  MARK A. ROCHE
                                         ---------------------------------------

                                          (Mark A. Roche, Senior Vice President,
                                              Secretary and General Counsel)

         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 11th day of March, 2003.

Signature                                            Title

NORMAN H. WESLEY*                            Chairman of the Board
---------------------------------          and Chief Executive Officer
(Norman H. Wesley)                   (principal executive officer) and Director

CRAIG P. OMTVEDT*                           Senior Vice President
----------------------------              and Chief Financial Officer
(Craig P. Omtvedt)                        (principal financial officer)

NADINE A. HEIDRICH*                      Vice President and Corporate Controller
----------------------------                 (principal accounting officer)
(Nadine A. Heidrich)

PATRICIA O. EWERS*                                Director
----------------------------
(Patricia O. Ewers)

THOMAS C. HAYS*                                   Director
----------------------------
(Thomas C. Hays)

JOHN W. JOHNSTONE, JR.*                           Director
---------------------------
(John W. Johnstone, Jr.)

GORDON R. LOHMAN*                                 Director
---------------------------
(Gordon R. Lohman)

EUGENE A. RENNA*                                  Director
 ---------------------------
(Eugene A. Renna)

                                     II-11
Signature                                          Title

J. CHRISTOPHER REYES*                             Director
----------------------------
(J. Christopher Reyes)
ANNE M. TATLOCK*                                  Director
----------------------------
(Anne M. Tatlock)
DAVID M. THOMAS*                                  Director
----------------------------
(David M. Thomas)
PETER M. WILSON*                                  Director
----------------------------
(Peter M. Wilson)

     *By:               /s/ A. ROBERT COLBY
               -----------------------------------------------
                    (A. Robert Colby, Attorney-in-Fact)

                                     II-12
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lincolnshire, State of
Illinois, on this 11th day of March, 2003.

                                  FUTURE BRANDS LLC RETIREMENT SAVINGS PLAN

                                  By:    FUTURE BRANDS LLC,
                                         as Plan Administrator

                                  By:        MARK HAUSBERG*
                                       ----------------------------------------
                                         (Mark Hausberg, Treasurer)

     *By:           /s/ A. ROBERT COLBY
               -----------------------------------------------
                    (A. Robert Colby, Attorney-in-Fact)

                                     II-13