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)
                                                ----------
             Fortune Brands Hourly Employee 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
   ============================================================================
   Title of           Amount         Proposed         Proposed       Amount of
   Securities to      to be          maximum          maximum      registration
   be registered    registered**     offering         aggregate          fee
                                     price per        offering
                                      share***        price***
   -----------------------------------------------------=----------------------
   Common Stock,
   Par Value $3.125
   per share,
     and
   Preferred
    share
   Purchase Rights*... 250,000 shares $41.41         $10,352,500           $838
   ============================================================================

               *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.

               The Plan changed its name from the MasterBrand Industries, Inc.
     Hourly Employee Savings Plan to the Fortune Brands Hourly Employee
     Retirement Savings Plan on October 1, 1999.

               Fortune Brands changed its name from American Brands, Inc. to
     Fortune Brands, Inc. on May 30, 1997.


<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. 333-95925), as amended by Post-Effective Amendment
         No. 1 on Form S-8.

          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 to the extent that the Court of Chancery or the court in
          which such action or suit was


                                      II-2


<PAGE>


          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 other
          enterprise against any liability asserted against such person and
          incurred by

                                      II-3


<PAGE>


          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 at the request of [Registrant] as a director, officer,
     employee or agent of another corporation


                                     II-4

<PAGE>


     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


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     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.

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<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.

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               (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).

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           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 Pricewaterhouse Coopers 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   -  Fortune Brands Amended and Restated Hourly Employee
                     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:


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          (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 financialofficer)


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

         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.


                                    FORTUNE BRANDS HOURLY EMPLOYEE
                                     RETIREMENT SAVINGS PLAN

                                  By       FRANK J. CORTESE*
                                      --------------------------------
                                      (Frank J. Cortese, Chairman,
                                         Corporate Employee Benefits Committee)





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



                                     II-13
[{"type": "S-8", "sequence": "1", "filename": "fbhourlys8031003.txt", "description": "FORTUNE BRANDS HOURLY S-8", "secsgml_size_bytes": 44532}]
{"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": "333-103736", "film-number": "03599179"}, "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)
                                                ----------
             Fortune Brands Hourly Employee 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
   ============================================================================
   Title of           Amount         Proposed         Proposed       Amount of
   Securities to      to be          maximum          maximum      registration
   be registered    registered**     offering         aggregate          fee
                                     price per        offering
                                      share***        price***
   -----------------------------------------------------=----------------------
   Common Stock,
   Par Value $3.125
   per share,
     and
   Preferred
    share
   Purchase Rights*... 250,000 shares $41.41         $10,352,500           $838
   ============================================================================

               *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.

               The Plan changed its name from the MasterBrand Industries, Inc.
     Hourly Employee Savings Plan to the Fortune Brands Hourly Employee
     Retirement Savings Plan on October 1, 1999.

               Fortune Brands changed its name from American Brands, Inc. to
     Fortune Brands, Inc. on May 30, 1997.
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. 333-95925), as amended by Post-Effective Amendment
         No. 1 on Form S-8.

          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 to the extent that the Court of Chancery or the court in
          which such action or suit was

                                      II-2
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 other
          enterprise against any liability asserted against such person and
          incurred by

                                      II-3
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 at the request of [Registrant] as a director, officer,
     employee or agent of another corporation

                                     II-4
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 Pricewaterhouse Coopers 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   -  Fortune Brands Amended and Restated Hourly Employee
                     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 financialofficer)

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

         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.

                                    FORTUNE BRANDS HOURLY EMPLOYEE
                                     RETIREMENT SAVINGS PLAN

                                  By       FRANK J. CORTESE*
                                      --------------------------------
                                      (Frank J. Cortese, Chairman,
                                         Corporate Employee Benefits Committee)

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

                                     II-13