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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HAYS THOMAS C

(Last)

(First)

(Middle)

FORTUNE BRANDS, INC.

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2004

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⁾	07/07/2004		G⁽²⁾	V	3,000	D	$73.75	52,352⁽¹⁾	I	By trusts held for the benefit of Mr. Hays and his spouse.
Common Stock, Par Value $3.125⁽¹⁾	10/25/2004		M⁽³⁾		57,000	A	$35.63	57,000⁽¹⁾	D
Common Stock, Par Value $3.125⁽¹⁾	10/25/2004		S		57,000	D	$71.5	0⁽¹⁾	D
Common Stock, Par Value $3.125⁽¹⁾								9,907⁽¹⁾	I	By trusts for the benefit of various family members.
Common Stock, Par Value $3.125⁽¹⁾								4,052⁽¹⁾⁽⁴⁾	I	By Fortune Brands 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)
Common Stock (Right to Buy)	$36.63	10/25/2004		M⁽³⁾			57,000⁽¹⁾	11/17/1998	11/17/2007	Common Stock	57,000⁽¹⁾	$35.63	0	D

Explanation of Responses:

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

2. Reflects a gift of stock to a charitable foundation from a revocable trust for which Mr. Hays shares voting and investment power.

3. Reflects the exercise of an option under the issuer's Non-Employee Director Stock Option Plan.

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 October 25, 2004.

Remarks:

On July 7, 2004, Mr. Hays caused a revocable trust for which he shares voting and investment power to make a gift of 3,000 shares of the issuer's common stock to the Devereux Foundation, a charitable foundation. On October 25, 2004, Mr. Hays exercised and subsequently sold 57,000 options under the issuer's Long-Term Incentive Plan. After this transaction, Mr. Hays indirectly owns 52,352 shares of the issuer's common stock through the revocable trust described above. In addition, Mr. Hays is deemed to have indirect beneficial ownership of 9,907 shares held in various trusts for the benefit of family members, however, he disclames beneficial ownership of these shares. Mr. Hays also owns options to purchase 287,500 shares of the issuer's common stock and holds 4,052 shares through the Fortune Brands Retirements Savings Plan.

	Russell W. Hahn, Attorney-In-Fact for Mr. Thomas C. Hays	10/26/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.