As filed with the Securities and Exchange Commission on April 2, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


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

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

                 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, General Counsel            EDWARD P. SMITH, ESQ.
     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
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>  <C>                            <C>              <C>               <C>                  <C>

===================================== ================ ================= ==================== ================
                                                           Proposed           Proposed
                                                           maximum             maximum
        Title of securities            Amount to be     offering price        aggregate          Amount of
          to be registered             registered**     per share ***     offering price***    registration
                                                                                                    fee
- ------------------------------------- ---------------- ----------------- -------------------- ----------------
Common Stock, Par Value $3.125 per
   share, and Preferred Share
   Purchase                           180,000 shares       $33.995           $6,119,100            $1,530
   Rights*...........................
===================================== ================ ================= ==================== ================
</TABLE>

*      The Preferred Share Purchase Rights are attached to and trade with
       the Common Stock. The value, if any, attributed to such Rights is
       reflected in the market price of the Common Stock.

**     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 ($34.29 and $33.70
       respectively) of the Common Stock on March 28, 2001, 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, 2000, 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 2000 consolidated financial statements contained in its 2000
         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, 2000;

                (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.; and

                 (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.

         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

                                      II-2

<PAGE>

         interests of the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the corporation unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  "(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

                                      II-3
<PAGE>

         person's official capacity and as to action in another capacity while
         holding such office.

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

                  "(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

                                      II-4

<PAGE>
         indemnification brought under this section or under any bylaw,
         agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees)."


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

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

                                      II-5

<PAGE>

disposition of a proceeding, shall be made only upon delivery to [Registrant]
of an undertaking by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Article XIII or otherwise.

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

                                      II-6

<PAGE>

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.

         (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

                                      II-7

<PAGE>

disposition, to any agent of [Registrant] to the fullest extent of the
provisions of this Article XIII with respect to the indemnification and
advancement of expenses of directors, officers and employees of [Registrant].

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

         "Section 8. For purposes of this Article XIII:

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

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

                                      II-8

<PAGE>

contribute with respect to payments which Registrant or such persons may be
required to make in respect thereof.


Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.


Item 8.  Exhibits.

         4a1       - Restated Certificate of Incorporation of Registrant
                     (incorporated herein by reference to Exhibit 3(i) to the
                     Annual Report on Form 10-K of Registrant dated March 31,
                     1999).

         4b1       - By-laws of Registrant, as amended, effective as of
                     the date hereof (incorporated herein by reference to
                     Exhibits 3(ii)a and 3(ii)b to the Annual Report on Form
                     10-K of Registrant dated March 29, 2000).

         4c1       - 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).

         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.

         99a1      - Future Brands LLC Retirement Savings Plan, effective as of
                     April 1, 2001.

         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,
                     Inc. Retirement Savings Plan filed on February 1, 2000 by
                     Registrant (Registration No. 333-95919)).

         99c1     -  Amendment to Fortune Brands,  Inc. Savings Plans Master
                     Trust between Registrant and Fidelity Management Trust
                     Company.

         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.

                                      II-9

<PAGE>

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i)   To include any  prospectus  required by section
         10(a)(3) of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement;

                (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, 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

                                     II-10
<PAGE>

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-11

<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 2nd day
of April, 2001.

                                     FORTUNE BRANDS, INC.


                                     By:  /s/    Mark A. Roche
                                         --------------------------------------
                                         (Mark A. Roche, Senior Vice President,
                                          General Counsel and Secretary)

         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 2nd day of April, 2001.

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

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

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


/s/ Michael R. Mathieson*                      Vice President and
- --------------------------                   Chief Accounting Officer
(Michael R. Mathieson)                     (principal accounting officer)

/s/ Patricia O. Ewers*                               Director
- -----------------------
Patricia O. Ewers)

/s/ Thomas C. Hays*                                  Director
- --------------------
(Thomas C. Hays)

/s/ John W. Johnstone, Jr.*                          Director
- ----------------------------
(John W. Johnstone, Jr.)

                                     II-12

<PAGE>

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

/s/ Sidney J. Kirschner*                               Director
- -------------------------
(Sidney J. Kirschner)

/s/ Gordon J. Lohman*                                  Director
- ----------------------
(Gordon R. Lohman)

/s/ Charles H. Pistor, Jr.*                            Director
- ----------------------------
(Charles H. Pistor, Jr)

/s/ Eugene A. Renna*                                   Director
- ---------------------
(Eugene A. Renna)

/s/ Anne M. Tatlock*                                   Director
- ---------------------
(Anne M. Tatlock)

/s/ David M. Thomas*                                   Director
- ---------------------
(David M. Thomas)

/s/ Peter M. Wilson*                                   Director
- ---------------------
(Peter M. Wilson)


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


                                     II-13

<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 2nd day of April, 2001.


                                      FUTURE BRANDS LLC RETIREMENT
                                        SAVINGS PLAN

                                      By:  FUTURE BRANDS LLC
                                           as Plan Administrator


                                      By:   /s/   Mark A. Roche
                                           --------------------------
                                           Mark A. Roche, Secretary




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



                                     II-14
[{"type": "S-8", "sequence": "1", "filename": "fbs8tt.txt", "description": "FORM S-8", "secsgml_size_bytes": 40808}]
{"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", "file-number": "333-58166", "film-number": "1592336"}, "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 April 2, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

                 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, General Counsel            EDWARD P. SMITH, ESQ.
     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
                                                           maximum             maximum
        Title of securities            Amount to be     offering price        aggregate          Amount of
          to be registered             registered**     per share ***     offering price***    registration
                                                                                                    fee
- ------------------------------------- ---------------- ----------------- -------------------- ----------------
Common Stock, Par Value $3.125 per
   share, and Preferred Share
   Purchase                           180,000 shares       $33.995           $6,119,100            $1,530
   Rights*...........................
===================================== ================ ================= ==================== ================
*      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 ($34.29 and $33.70
       respectively) of the Common Stock on March 28, 2001, 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, 2000, 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 2000 consolidated financial statements contained in its 2000
         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, 2000;

                (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.; and

                 (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.

         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

                                      II-2
interests of the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the corporation unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  "(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

                                      II-3
person's official capacity and as to action in another capacity while
         holding such office.

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

                  "(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

                                      II-4
indemnification brought under this section or under any bylaw,
         agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees)."

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

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

                                      II-5
disposition of a proceeding, shall be made only upon delivery to [Registrant]
of an undertaking by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Article XIII or otherwise.

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

                                      II-6
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.

         (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

                                      II-7
disposition, to any agent of [Registrant] to the fullest extent of the
provisions of this Article XIII with respect to the indemnification and
advancement of expenses of directors, officers and employees of [Registrant].

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

         "Section 8. For purposes of this Article XIII:

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

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

                                      II-8
contribute with respect to payments which Registrant or such persons may be
required to make in respect thereof.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

         4a1       - Restated Certificate of Incorporation of Registrant
                     (incorporated herein by reference to Exhibit 3(i) to the
                     Annual Report on Form 10-K of Registrant dated March 31,
                     1999).

         4b1       - By-laws of Registrant, as amended, effective as of
                     the date hereof (incorporated herein by reference to
                     Exhibits 3(ii)a and 3(ii)b to the Annual Report on Form
                     10-K of Registrant dated March 29, 2000).

         4c1       - 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).

         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.

         99a1      - Future Brands LLC Retirement Savings Plan, effective as of
                     April 1, 2001.

         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,
                     Inc. Retirement Savings Plan filed on February 1, 2000 by
                     Registrant (Registration No. 333-95919)).

         99c1     -  Amendment to Fortune Brands,  Inc. Savings Plans Master
                     Trust between Registrant and Fidelity Management Trust
                     Company.

         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.

                                      II-9
Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i)   To include any  prospectus  required by section
         10(a)(3) of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement;

                (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, 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

                                     II-10
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-11
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 2nd day
of April, 2001.

                                     FORTUNE BRANDS, INC.

                                     By:  /s/    Mark A. Roche
                                         --------------------------------------
                                         (Mark A. Roche, Senior Vice President,
                                          General Counsel and Secretary)

         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 2nd day of April, 2001.

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

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

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

/s/ Michael R. Mathieson*                      Vice President and
- --------------------------                   Chief Accounting Officer
(Michael R. Mathieson)                     (principal accounting officer)

/s/ Patricia O. Ewers*                               Director
- -----------------------
Patricia O. Ewers)

/s/ Thomas C. Hays*                                  Director
- --------------------
(Thomas C. Hays)

/s/ John W. Johnstone, Jr.*                          Director
- ----------------------------
(John W. Johnstone, Jr.)

                                     II-12
Signature                                             Title
   ---------                                             -----

/s/ Sidney J. Kirschner*                               Director
- -------------------------
(Sidney J. Kirschner)

/s/ Gordon J. Lohman*                                  Director
- ----------------------
(Gordon R. Lohman)

/s/ Charles H. Pistor, Jr.*                            Director
- ----------------------------
(Charles H. Pistor, Jr)

/s/ Eugene A. Renna*                                   Director
- ---------------------
(Eugene A. Renna)

/s/ Anne M. Tatlock*                                   Director
- ---------------------
(Anne M. Tatlock)

/s/ David M. Thomas*                                   Director
- ---------------------
(David M. Thomas)

/s/ Peter M. Wilson*                                   Director
- ---------------------
(Peter M. Wilson)

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

                                     II-13
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 2nd day of April, 2001.

                                      FUTURE BRANDS LLC RETIREMENT
                                        SAVINGS PLAN

                                      By:  FUTURE BRANDS LLC
                                           as Plan Administrator

                                      By:   /s/   Mark A. Roche
                                           --------------------------
                                           Mark A. Roche, Secretary

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

                                     II-14