SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OMTVEDT CRAIG P

(Last)

(First)

(Middle)

300 TOWER PARKWAY

(Street)

LINCOLNSHIRE

60069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORTUNE BRANDS INC [ FO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $3.125⁽¹⁾	03/02/2004		M⁽²⁾		1,040	A	$32.05	43,273⁽¹⁾	D
Common Stock, Par Value $3.125⁽¹⁾	03/02/2004		M⁽²⁾		678	A	$49.1	43,951⁽¹⁾	D
Common Stock, Par Value $3.125⁽¹⁾	03/02/2004		F⁽³⁾		914	D	$72.82	43,037⁽¹⁾	D
Common Stock, Par Value $3.125⁽¹⁾								2,481⁽¹⁾⁽⁴⁾	I	By Fortune Brands, Inc. Retirement Savings Plan Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Right to Buy)	$32.05	03/02/2004		M⁽²⁾			1,040	09/24/2002	09/24/2011	Common Stock⁽¹⁾	1,040	$32.05	1,040	D
Options (Right to Buy)	$49.1	03/02/2004		M⁽²⁾			678	09/23/2003	09/23/2012	Common Stock⁽¹⁾	678	$49.1	1,356	D

Explanation of Responses:

1. Attached to each share of common stock is one Preferred Share Purchase Right that is not presently transferable from the common stock.

2. Reflects the exercise of options under the issuer's Long-Term Incentive Plans.

3. Reflects the delivery from the reporting person to the issuer of shares of common stock with a fair market value equal to the exercise price of the option.

4. The number of shares reported as held by the Fortune Brands, Inc. Retirement Savings Plan Trust represents the undersigned's proportional beneficial interest in the common stock held in the Trust as of March 3, 2004.

Remarks:

On March 2, 2004, Mr. Omtvedt exercised 1,718 options granted to him under the issuer's Long-Term Incentive Plans. In payment of the exercise price for the options, Mr. Omtvedt delivered to the issuer 914 shares of the issuer's common stock. As a result of these transactions, Mr. Omtvedt increased his ownership of common stock by 804 shares to 43,037 shares. He also indirectly owns 2,481 shares of common stock though his participation in the Fortune Brands, Inc. Retirement Savings Plan and holds options to purchase 342,288 shares of the issuer's common stock.

	Russell W. Hahn, Attorney-in-Fact for Craig P. Omtvedt	03/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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