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^*

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)
12/02/2004

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⁾	12/02/2004		M⁽²⁾		5,300	A	$38.69	5,300⁽¹⁾	D
Common Stock, Par Value $3.125⁽¹⁾	12/02/2004		S		5,300	D	$78.3	0	D
Common Stock, Par Value $3.125⁽¹⁾	12/03/2004		M⁽²⁾		21,700	A	$38.69	21,700⁽¹⁾	D
Common Stock, Par Value $3.125⁽¹⁾	12/03/2004		S		21,700	D	$78	0	D
Common Stock, Par Value $3.125⁽¹⁾								52,352⁽¹⁾	I	By trusts held for the benefit of Mr. Hays and his spouse.
Common Stock, Par Value $3.125⁽¹⁾								9,907⁽¹⁾	I	By trusts held for the benefit of various family members.
Common Stock, Par Value $3.125⁽¹⁾								4,063⁽¹⁾⁽³⁾	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)	$38.69	12/02/2004		M⁽²⁾			5,300⁽¹⁾	02/23/1999	02/23/2008	Common Stock	5,300⁽¹⁾	$38.69	94,700⁽¹⁾	D
Options (Right to Buy)	$38.69	12/03/2004		M⁽²⁾			21,700⁽¹⁾	02/23/1999	02/23/2008	Common Stock	21,700⁽¹⁾	$38.69	73,000⁽¹⁾	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 granted under the issuer's Long-Term Incentive Plans.

3. 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 December 2, 2004.

Remarks:

On December 2, 2004 and December 3, 2004, Mr. Hays performed cashless exercises of options granted issued to him under the issuer's Long-Term Incentive Plans. Specifically, on December 2, 2004, Mr. Hays purchaed and then subsequently sold 5,300 shares of the issuer's common stock. On December 3, 2004, Mr. Hays purchased and subsequently sold 21,700 shares of the issuer's common stock. After these transactions, 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 disclaims beneficial ownership of these shares. Mr. Hays also owns options to purchase 260,500 shares of the issuer's common stock and holds 4,063 shares through his participation in the Fortune Brands Retirement Savings Plan.

	Russell W. Hahn, Attorney-in-Fact for Thomas C. Hays	12/06/2004
	** 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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