<PAGE>

As filed with the Securities and Exchange Commission on
March 26, 1998
                                   Registration No.

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

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


                     WM. WRIGLEY JR. COMPANY
     (Exact Name of Registrant as Specified in Its Charter)
               Delaware                 36-1988190
     (State or Other Jurisdiction of    (I.R.S. Employer
     Incorporation or Organization)     Identification No.)

                    410 North Michigan Avenue
                    Chicago, Illinois  60611
                         (312) 644-2121
(Address, Including Zip Code, and Telephone Number, Including
 Area Code, of Registrant's Principal Executive Offices)

                    Wm. Wrigley Jr. Company 
                 1997 Management Incentive Plan
                    (Full Title of the Plan)

                           Wm. M. Piet
            Vice President, Corporate Administration,
            Secretary and Assistant to the President
                     Wm. Wrigley Jr. Company
                    410 North Michigan Avenue
                    Chicago, Illinois  60611
                         (312) 644-2121
    (Name, Address, Including Zip Code, and Telephone Number,
           Including Area Code, of Agent for Service)


<TABLE>

CALCULATION OF REGISTRATION FEE

<S>                       <C>            <C>                 <C>            <C>
                                                             Proposed
                                         Proposed            Maximum
                          Amount         Maximum             Aggregate      Amount
Title of Securities       to be          Offering Price      Offering       of   
to be Registered          Registered     Per Share(2)        Price (2)      Registration Fee

Common Stock, no par      5,000,000      $82.97              $414,850,000   $122,381
value (1)
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the
      Securities Act of 1933, this registration statement
      also covers an indeterminate amount of interests to be
      offered or sold pursuant to the employee benefit plan
      described herein.
(2)   Estimated for the sole purpose of computing the
      registration fee.  Calculated pursuant to Rule 457(c)
      based on the average of the high and low prices on the
      New York Stock Exchange on March 23, 1998.

<PAGE>

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in
Part I of Form S-8 have been or will be sent or given to
employees as specified by Rule 428(b)(1) under the Securities
Act.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (including page 23) and the
Company's Registration Statement on Form 8-A dated April 30,
1987, as amended on an amendment on Form 8 dated May 11,
1987, describing the Common Stock, including any amendment or
reports filed for the purpose of updating such description,
which have been filed by the Company under the Exchange Act,
are incorporated by reference herein.

      All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (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 then remaining unsold, shall
be deemed to be incorporated by reference herein 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.


Item 4.  Description of Securities.

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      The legality of the securities being offered under the
Plan has been passed upon by Howard Malovany, Senior Counsel
of the Company.


<PAGE>

Item 6.  Indemnification of Directors and Officers.

      Subsection (a) of Section 145 of the DGCL empowers a
corporation 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 he 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 him in connection with
such action, suit or proceeding if he acted in good faith and
in a manner he 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 his conduct was unlawful.

      Subsection (b) of Section 145 empowers a corporation 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 judgement in its favor by reason of the fact that
such person acted in any of the capacities set forth above,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that
no indemnification may 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.

      Section 145 further provides that to the extent a
director or officer of a corporation has been successful on
the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145
shall be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification
provided for by Section 145 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 such person's heirs, executors and
administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section
145.  Section 2 of Article TENTH of the Company's Restated
Certificate of Incorporation provides that the Company shall
indemnify its directors and officers to the fullest extent
authorized or permitted by the DGCL.

      The Company also provides liability insurance for its
directors and officers which provides for coverage against
loss from claims made against directors and officers in their
capacity as such, including liabilities under the Securities
Act of 1933, as amended.  In certain employment agreements,
the company or its subsidiaries have also agreed to indemnify
certain officers against loss from claims made against such
officers in connection with the performance of their duties
under their employment agreements.  Such indemnification is
generally to the same extent as provided in the Company's By-
laws.

<PAGE>

      Section 102(b) (7) of the DGCL provides that a
certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of
a director:  (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit.  Article TENTH
of the Company's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent authorized
by the DGCL.


Item 7.  Exemption from Registration.

      Not Applicable.


Item 8.              Exhibits.

Exhibit         
Number          Description

5.1             Opinion of Howard Malovany with respect to
                the legality of the securities being regis-
                tered

23.1            Consent of Howard Malovany (included in
                opinion filed as Exhibit 5.1)

23.2            Consent of Ernst & Young LLP

24.1(a)         Power of Attorney

24.1(b)         Power of Attorney

99.1            Wm. Wrigley Jr. Company 1997 Management
                Incentive Plan 


Item 9.  Undertakings.

 A.  The undersigned registrant hereby undertakes:

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

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

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

<PAGE>

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

      (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

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

 B.  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

<PAGE>
                         SIGNATURES

      Pursuant to the requirements of the Securities Act of
1933, as amended, Wm. Wrigley Jr. Company certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on the 26th day of March, 1998.


                          WM. WRIGLEY JR. COMPANY
                                    
                          By           *          
                              William Wrigley
                    President (Principal Executive Officer)


      Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated on this
26th day of March, 1998.


           *                   President, Chief
   William Wrigley             Executive Officer,
                               Director

/s/ JOHN F. BARD               Senior Vice President
    John F. Bard               (Principal Financial Officer)

/s/ DUSHAN PETROVICH           Vice President-Controller
    Dushan Petrovich           (Principal Accounting Officer)

           *                   Director
   Charles F. Allison III

           *                   Director
   Douglas S. Barrie     

           *                   Director
   Lee Phillip Bell

           *                   Director
   Thomas A. Knowlton

           *                   Director
   Penny Pritzker

           *                   Director
   Steven B. Sample

           *                   Director
   Alex Shumate

           *                   Director
   Richard K. Smucker

           *                   Director
   William Wrigley, Jr.


*By /s/ WM. M. PIET      
       Wm. M. Piet
       Attorney-in-Fact

<PAGE>


      Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 26th day of March, 1998.


                          WM. WRIGLEY JR. COMPANY
                          1997 MANAGEMENT INCENTIVE PLAN


                          By /s/PHILIP C. JOHNSON             
                                       
                          Name:  Philip C. Johnson
                          Title: Senior Director - Benefits
                                 & Compensation

<PAGE>

                        EXHIBIT INDEX


Exhibit    
Number     Description of Exhibits                      Page

5.1        Opinion of Howard Malovany with respect to the
           legality of the securities being registered

23.1       Consent of Howard Malovany (included in opinion
           filed as Exhibit 5.1)

23.2       Consent of Ernst & Young LLP

24.1(a)    Power of Attorney

24.1(b)    Power of Attorney

99.1       Wm. Wrigley Jr. Company 1997 Management Incentive
           Plan
[{"type": "S-8", "sequence": "1", "description": "1997 FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18004}]
{"company-data": {"conformed-name": "WRIGLEY WILLIAM JR CO", "cik": "0000108601", "assigned-sic": "2060", "irs-number": "361988190", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48715", "film-number": "98574765"}, "business-address": {"street1": "410 N MICHIGAN AVE", "street2": "WRIGLEY BUILDING", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3126442121"}}
As filed with the Securities and Exchange Commission on
March 26, 1998
                                   Registration No.

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

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

                     WM. WRIGLEY JR. COMPANY
     (Exact Name of Registrant as Specified in Its Charter)
               Delaware                 36-1988190
     (State or Other Jurisdiction of    (I.R.S. Employer
     Incorporation or Organization)     Identification No.)

                    410 North Michigan Avenue
                    Chicago, Illinois  60611
                         (312) 644-2121
(Address, Including Zip Code, and Telephone Number, Including
 Area Code, of Registrant's Principal Executive Offices)

                    Wm. Wrigley Jr. Company 
                 1997 Management Incentive Plan
                    (Full Title of the Plan)

                           Wm. M. Piet
            Vice President, Corporate Administration,
            Secretary and Assistant to the President
                     Wm. Wrigley Jr. Company
                    410 North Michigan Avenue
                    Chicago, Illinois  60611
                         (312) 644-2121
    (Name, Address, Including Zip Code, and Telephone Number,
           Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE
Proposed
                                         Proposed            Maximum
                          Amount         Maximum             Aggregate      Amount
Title of Securities       to be          Offering Price      Offering       of   
to be Registered          Registered     Per Share(2)        Price (2)      Registration Fee

Common Stock, no par      5,000,000      $82.97              $414,850,000   $122,381
value (1)
(1)   In addition, pursuant to Rule 416(c) under the
      Securities Act of 1933, this registration statement
      also covers an indeterminate amount of interests to be
      offered or sold pursuant to the employee benefit plan
      described herein.
(2)   Estimated for the sole purpose of computing the
      registration fee.  Calculated pursuant to Rule 457(c)
      based on the average of the high and low prices on the
      New York Stock Exchange on March 23, 1998.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in
Part I of Form S-8 have been or will be sent or given to
employees as specified by Rule 428(b)(1) under the Securities
Act.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (including page 23) and the
Company's Registration Statement on Form 8-A dated April 30,
1987, as amended on an amendment on Form 8 dated May 11,
1987, describing the Common Stock, including any amendment or
reports filed for the purpose of updating such description,
which have been filed by the Company under the Exchange Act,
are incorporated by reference herein.

      All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (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 then remaining unsold, shall
be deemed to be incorporated by reference herein 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

      Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      The legality of the securities being offered under the
Plan has been passed upon by Howard Malovany, Senior Counsel
of the Company.
Item 6.  Indemnification of Directors and Officers.

      Subsection (a) of Section 145 of the DGCL empowers a
corporation 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 he 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 him in connection with
such action, suit or proceeding if he acted in good faith and
in a manner he 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 his conduct was unlawful.

      Subsection (b) of Section 145 empowers a corporation 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 judgement in its favor by reason of the fact that
such person acted in any of the capacities set forth above,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that
no indemnification may 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.

      Section 145 further provides that to the extent a
director or officer of a corporation has been successful on
the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145
shall be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification
provided for by Section 145 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 such person's heirs, executors and
administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section
145.  Section 2 of Article TENTH of the Company's Restated
Certificate of Incorporation provides that the Company shall
indemnify its directors and officers to the fullest extent
authorized or permitted by the DGCL.

      The Company also provides liability insurance for its
directors and officers which provides for coverage against
loss from claims made against directors and officers in their
capacity as such, including liabilities under the Securities
Act of 1933, as amended.  In certain employment agreements,
the company or its subsidiaries have also agreed to indemnify
certain officers against loss from claims made against such
officers in connection with the performance of their duties
under their employment agreements.  Such indemnification is
generally to the same extent as provided in the Company's By-
laws.
Section 102(b) (7) of the DGCL provides that a
certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of
a director:  (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit.  Article TENTH
of the Company's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent authorized
by the DGCL.

Item 7.  Exemption from Registration.

      Not Applicable.

Item 8.              Exhibits.

Exhibit         
Number          Description

5.1             Opinion of Howard Malovany with respect to
                the legality of the securities being regis-
                tered

23.1            Consent of Howard Malovany (included in
                opinion filed as Exhibit 5.1)

23.2            Consent of Ernst & Young LLP

24.1(a)         Power of Attorney

24.1(b)         Power of Attorney

99.1            Wm. Wrigley Jr. Company 1997 Management
                Incentive Plan 

Item 9.  Undertakings.

 A.  The undersigned registrant hereby undertakes:

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

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

      (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

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

 B.  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

      Pursuant to the requirements of the Securities Act of
1933, as amended, Wm. Wrigley Jr. Company certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on the 26th day of March, 1998.

                          WM. WRIGLEY JR. COMPANY
                                    
                          By           *          
                              William Wrigley
                    President (Principal Executive Officer)

      Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated on this
26th day of March, 1998.

           *                   President, Chief
   William Wrigley             Executive Officer,
                               Director

/s/ JOHN F. BARD               Senior Vice President
    John F. Bard               (Principal Financial Officer)

/s/ DUSHAN PETROVICH           Vice President-Controller
    Dushan Petrovich           (Principal Accounting Officer)

           *                   Director
   Charles F. Allison III

           *                   Director
   Douglas S. Barrie     

           *                   Director
   Lee Phillip Bell

           *                   Director
   Thomas A. Knowlton

           *                   Director
   Penny Pritzker

           *                   Director
   Steven B. Sample

           *                   Director
   Alex Shumate

           *                   Director
   Richard K. Smucker

           *                   Director
   William Wrigley, Jr.

*By /s/ WM. M. PIET      
       Wm. M. Piet
       Attorney-in-Fact
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 26th day of March, 1998.

                          WM. WRIGLEY JR. COMPANY
                          1997 MANAGEMENT INCENTIVE PLAN

                          By /s/PHILIP C. JOHNSON             
                                       
                          Name:  Philip C. Johnson
                          Title: Senior Director - Benefits
                                 & Compensation
EXHIBIT INDEX

Exhibit    
Number     Description of Exhibits                      Page

5.1        Opinion of Howard Malovany with respect to the
           legality of the securities being registered

23.1       Consent of Howard Malovany (included in opinion
           filed as Exhibit 5.1)

23.2       Consent of Ernst & Young LLP

24.1(a)    Power of Attorney

24.1(b)    Power of Attorney

99.1       Wm. Wrigley Jr. Company 1997 Management Incentive
           Plan