sc13dza

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 982526 10 5	13D	Page 2 of 5 Pages



1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	William Wrigley, Jr.			###-##-####

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a)	o
				(b)	o

3.	SEC USE ONLY

4.	SOURCE OF FUNDS N/A

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
					o

6.	CITIZENSHIP OR PLACE OF ORIGIN United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		7.	SOLE VOTING POWER Has sole voting power over 37,357,568 shares of Common Stock and 24,705,570 shares of Class B Common Stock. Each share of Common Stock is entitled to one vote per share while each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is convertible into Common Stock.

		8.	SHARED VOTING POWER 0

		9.	SOLE DISPOSITIVE POWER Has sole dispositive power over 26,530,916 shares of Common Stock and 19,029,400 shares of Class B Common Stock.

		10.	SHARED DISPOSITIVE POWER Has shared dispositive power over 509,664 shares of Common Stock and 254,832 shares of Class B Common Stock.

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,063,138 of which 24,705,570 shares are Class B Common Stock convertible into Common Stock.

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
					o

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 20.3% of Common Stock; 60.1% of Class B Common Stock; pursuant to Rule 13d-3(d)(1)(i)(B) deemed to own 29.7% of the issued and outstanding Common Stock.

14.	TYPE OF REPORTING PERSON* IN

Except as specifically amended hereby, all other provisions of Mr. Wrigley, Jr.’s Schedule 13D filed on April 8, 1999, as amended by Amendment Nos. 1-5, remain in full force and effect. Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in such Schedule 13D.

(a) Mr. Wrigley, Jr. is the beneficial owner (prior to the disclaimer of beneficial interest as described herein) of 37,357,568 shares of Common Stock, representing 20.3% of the issued and outstanding shares of Common Stock, and 24,705,570 shares of Class B Common Stock, representing 60.1% of the issued and outstanding shares of Class B Common Stock. Of these Shares, Mr. Wrigley, Jr. disclaims any beneficial interest in 30,403,240 shares of Common Stock and 17,818,132 shares of Class B Common Stock. Shares of Class B Common Stock are entitled to ten votes per share, are subject to restrictions on transfer and are convertible at any time at the option of the holder into shares of Common Stock on a share-for-share basis. Pursuant to Rule 13d-3(d)(1)(i)(B) under the Securities Exchange Act of 1934, Mr. Wrigley is deemed to beneficially own 62,063,138 shares of Common Stock, representing 29.7% of the issued and outstanding shares, after giving effect to the assumed conversion by Mr. Wrigley, Jr. of the shares of Class B Common Stock. The ownership percentages set forth herein are based upon 183,671,467 shares of Common Stock and 41,085,459 shares of Class B Common Stock outstanding as of October 15, 2003, as reported in the Company’s Form 10-Q for the fiscal quarter ended September 30, 2003.

(b) The number of shares as to which Mr. Wrigley, Jr. has the sole power to vote or to dispose, or the shared power to vote or to dispose is as follows:


Sole voting power:		37,357,568 shares of Common Stock
		24,705,570 shares of Class B Common Stock

Shared voting power:		0

Sole dispositive power:		26,530,916 shares of Common Stock
		19,029,400 shares of Class B Common Stock

Shared dispositive power:		509,664 shares of Common Stock
		254,832 shares of Class B Common Stock

(c) As described in Item 6 below, Mr. Wrigley, Jr. holds irrevocable proxies with respect to, and therefore has voting power over, shares of Common Stock and Class B Common Stock owned by certain trusts for the benefit of family members. Mr. Wrigley, Jr. does not have dispositive power over such Shares; rather dispositive power is held by the trustee of such trusts. The trustee of such trusts effected open market sales of shares of Common Stock from these trusts within the past sixty days as follows: (i) on October 28, 2003, an aggregate of 179,000 shares were sold at a price per share of $56.1214 and (ii) on October 29, 2003, an aggregate of 121,000 shares were sold at a price per share of $56.1227.

(d) A number of individuals and entities, including Mr. Wrigley, Jr., have an economic interest in and the right to receive dividends from, or the proceeds from the sale of, Shares as beneficiaries of various trusts over which Mr. Wrigley, Jr. is a trustee or co-trustee and as beneficial owners or otherwise.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Mr. Wrigley, Jr. entered into an agreement with Santa Catalina Island Company, a Delaware corporation (“SCI Co.”), effective as of December 28, 2001, pursuant to which Mr. Wrigley, Jr. holds an irrevocable proxy to vote the 960,000 shares of Common Stock and 480,000 shares of Class B Common Stock owned by SCI Co. (or certain permitted transferees). Mr. Wrigley, Jr. does not have investment or dispositive power over such Shares. The irrevocable proxy granted to Mr. Wrigley, Jr. is of indeterminate duration (depending on the occurrence of certain events). In addition, pursuant to the agreement, Mr. Wrigley, Jr. has the right to purchase at the then-current market price any shares SCI Co. (or certain permitted transferees) intends to sell.

Pursuant to an agreement effective as of September 25, 2002, Mr. Wrigley, Jr. holds irrevocable proxies to vote an aggregate of 9,356,988 shares of Common Stock and 4,941,338 shares of Class B Common Stock owned by certain trusts for the benefit of family members. Mr. Wrigley, Jr. does not have the right to direct the sale, exchange or disposition of the Shares held by such trusts. The irrevocable proxies granted to Mr. Wrigley, Jr. terminate on September 25, 2005.

In connection with the winding-up and closing of the Estate of William Wrigley (Mr. Wrigley, Jr.’s father) and the distribution of the remaining assets of the Estate, William Wrigley’s children, as the beneficiaries of the Estate, have agreed pursuant to an agreement dated December 1, 2003 that, among other things, Mr. Wrigley, Jr. will resign as trustee or co-trustee, as the case may be, of trusts for the benefit of Mr. Wrigley, Jr.’s sister, Alison Wrigley Rusack, and/or her children. Mr. Wrigley, Jr.’s resignation is conditioned upon court approval of the same and, therefore, there can be no assurance that such resignation will take place or the timeframe in which any such resignation may occur.

If Mr. Wrigley, Jr. resigns as trustee or co-trustee, as the case may be, of trusts for the benefit of Ms. Rusack and/or her children, it is expected that Mr. Wrigley, Jr. will no longer have voting or dispositive power over an aggregate of approximately 13.2 million shares of Common Stock held by such trusts, resulting in a decrease in Mr. Wrigley, Jr.’s beneficial ownership of shares of Common Stock of approximately 7.2% and a decrease in his overall voting power in the Company of no more than approximately 2.2%.

In connection with the winding up and closing of the Estate, it is possible that the irrevocable proxy given to Mr. Wrigley, Jr. by SCI Co. (as described above) may be terminated if, among other things, the court approval described above has been obtained and SCI Co. agrees as to certain matters with Mr. Wrigley, Jr. Accordingly, no assurance can be given that such irrevocable proxy will be terminated.

1. Irrevocable Proxy, dated December 31, 2001, executed by Santa Catalina Island Company in favor of William Wrigley, Jr. (incorporated by reference to Amendment No. 3 to William Wrigley, Jr.’s Schedule 13D filed on January 7, 2002).

2-9. Irrevocable Proxies, dated September 25, 2002, executed by William J. Hagenah, Jr. as trustee of the trusts named therein in favor of William Wrigley, Jr. (incorporated by reference to Amendment No. 4 to William Wrigley, Jr.’s Schedule 13D filed on September 27, 2002).

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WHEREAS, a trust known as the Fund (the “Fund”) was established under Will of (the “Will”) for the benefit of Alison Wrigley Rusack, of which William Wrigley, Jr. and Alison Wrigley Rusack are currently acting as Co-Trustees; and

WHEREAS, Paragraph ( ) of Article of the Will grants William Wrigley, Jr. the power to elect to become a Trustee of the Fund; and

WHEREAS, Section 4.1 of that certain Agreement Regarding Trusts dated as of , 2003, by and between William Wrigley, Jr., Alison Wrigley Rusack and Philip K. Wrigley, individually and in their Representative Capacities as defined therein (the “Agreement Regarding Trusts”), provides that William Wrigley, Jr. will resign as Co-Trustee of the Fund (the “Resigning Co-Trustee”) and Alison Wrigley Rusack will act as sole Trustee of the Fund (the “Remaining Trustee”); and

WHEREAS, in order to satisfy the requirements of the Agreement Regarding Trusts, William Wrigley, Jr. wishes to resign as Co-Trustee of the Fund and Alison Wrigley Rusack wishes to act as sole Trustee of the Fund.

NOW, THEREFORE, in consideration of the foregoing and by execution of this instrument:

(1) William Wrigley, Jr. hereby acknowledges that he has reviewed the financial affairs of the Fund as listed in Exhibit A attached hereto, approves of all such affairs, and hereby:

a. grants to the Remaining Trustee, on his own behalf, and on behalf of his successors and assigns, and on behalf of all parties or entities who now have or may subsequently acquire an interest in the Fund, a full and complete release from any and all liabilities whatsoever attributable to any actions (or failures to act) taken by the Remaining Trustee or any decisions made by the Remaining Trustee to act or refrain from acting in connection with the Fund, including without limitation, all actions and all failures to act in any manner whatsoever with respect to the investment, retention, distribution, sale or other disposition of the assets of the Fund, through the date hereof;

b. agrees, on his own behalf, on behalf of his successors and assigns, and on behalf of all persons or entities who now have or may subsequently acquire any interest in the Fund, to personally indemnify and hold the Remaining Trustee harmless from any personal liability, including without limitation any damages or awards resulting from any claim, loss, damage, liability, expense or court action, including attorneys’ fees and court costs, and in-court and out-of-court settlement, whether or not in the course of litigation, and any other related damages or expenses, with respect to any contract or agreement made by the Remaining Trustee on behalf of the Fund and any investments, decisions and actions made or for omissions or for investments, decisions and actions not made for or on behalf of the Fund, through the date hereof;

c. agrees, on his own behalf, on behalf of his successors and assigns, and on behalf of all persons or entities who now have or may subsequently acquire any interest in the Fund, that he will not undertake any court action or claim against the Remaining Trustee for any action taken or not taken by the Remaining Trustee with respect to the Fund, through the date hereof; and

d. agrees that the release and indemnification provided herein shall be continuing, shall not terminate upon termination, distribution or merger of the Fund and shall be binding upon him and upon his successors in interest, including but not limited to his heirs, devisees, legatees, beneficiaries, appointees, executors and administrators.

Further, William Wrigley, Jr. hereby resigns his commission as Co-Trustee of the Fund and gives notice of such resignation to Alison Wrigley Rusack, his Co-Trustee and the beneficiary of the Fund. This resignation is irrevocable for consideration and coupled with an interest.

Notwithstanding any provision herein to the contrary, any objections to the Final Trust Accounting (as defined in the Agreement Regarding Trusts) shall be resolved pursuant to the provisions of the Agreement Regarding Trusts and the release and indemnities provided hereunder shall apply to the Approved Final Trust Accounting (as defined in the Agreement Regarding Trusts).

(2) Alison Wrigley Rusack hereby acknowledges that she has reviewed the financial affairs of the Fund as listed in Exhibit A attached hereto, approves of all such affairs, and hereby:

a. grants to the Resigning Co-Trustee, on her own behalf, and on behalf of her successors and assigns, and on behalf of all parties or entities who now have or may subsequently acquire an interest in the Fund, a full and complete release from any and all liabilities whatsoever attributable to any actions (or failures to act) taken by the Resigning Co-Trustee or any decisions made by the Resigning Co-Trustee to act or refrain from acting in connection with the Fund, including without limitation, all actions and all failures to act in any manner whatsoever with respect to the investment, retention, distribution, sale or other disposition of the assets of the Fund;

b. agrees, on her own behalf, on behalf of her successors and assigns, and on behalf of all persons or entities who now have or may subsequently acquire any interest in the Fund, to personally indemnify and hold the Resigning Co-Trustee harmless from any personal liability, including without limitation any damages or awards resulting from any claim, loss, damage, liability, expense or court action, including attorneys’ fees and court costs, and in-court and out-of-court settlement, whether or not in the course of litigation, and any other related damages or expenses, with respect to any contract or agreement made by the Resigning Co-Trustee on behalf of the Fund and any investments, decisions and actions made or for omissions or for investments, decisions and actions not made for or on behalf of the Fund;

c. agrees, on her own behalf, on behalf of her successors and assigns, and on behalf of all persons or entities who now have or may subsequently acquire any interest in the Fund, that she will not undertake any court action or claim against the Resigning Co-Trustee for any action taken or not taken by the Resigning Co-Trustee with respect to the Fund; and

d. agrees that the release and indemnification provided herein shall be continuing, shall not terminate upon termination, distribution or merger of the Fund and shall be binding upon her and upon her successors in interest, including but not limited to her heirs, devisees, legatees, beneficiaries, appointees, executors and administrators.

Further, Alison Wrigley Rusack acknowledges receipt of this notice of Co-Trustee resignation and accepts the office of sole Trustee of the Fund.

ALISON WRIGLEY RUSACK ACKNOWLEDGES THAT SHE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

ALISON WRIGLEY RUSACK HEREBY EXPRESSLY WAIVES ANY RIGHTS THAT SHE MAY HAVE UNDER SECTION 1542.

IN WITNESS WHEREOF, the parties hereto have signed this Co-Trustee Resignation and Release/Indemnification effective as of , 2003.

William Wrigley, Jr., as resigning Co-Trustee of the Fund under Will of

Alison Wrigley Rusack, as accepting sole Trustee and beneficiary of the Fund under Will of