SecProbe.io

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VIA FACSIMILE AND U.S. MAIL

December 23, 2005

Craig P. Omtvedt
Senior Vice President and
Chief Financial Officer
300 Tower Parkway
Lincolnshire, Illinois 60069-3640

	RE:	Fortune Brands, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 14, 2005

Forms 10-Q for the quarters ended March 31, June 30, and September
30, 2005
		File No. 001-09076

Dear Mr. Omtvedt:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the Quarter Ended September 30, 2005

Note 5 - Acquisitions, page 14

1. We note that pending the legal transfer of the purchased assets
you hold tracker shares issued by the Goal Acquisitions Limited
subsidiary of Pernod Ricard.  Please tell us, and disclose in your
next Form 10-K, why the transaction was structured using tracker
shares rather than by transferring legal ownership as of the July
26,
2005 closing of the transaction.

2. We also note that until the purchased assets are legally
transferred you are reporting your interest in accordance with FIN
46R.  You indicate that due to the commingling of the purchased
assets with assets retained by Pernod Ricard your interest in the
Goal subsidiaries is deemed to be a variable interest in the
subsidiaries only if the fair value of the purchased assets is
more
than half of the total fair value of the subsidiary`s assets.  You
consolidate the variable interest in entities for which you are
the
primary beneficiary.  We understand you account for the investment
related to interests not consolidated using the cost method.
Please tell us more about the terms of the tracker shares,
including
the economic rights with respect to the acquired businesses, to
help
us understand the variable interest they create.  In this regard,
please also identify the entities involved and describe your
ownership interest in the assets of those entities.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Scott Watkinson, Staff Accountant, at (202)
551-3741, or in his absence, the undersigned at (202) 551-3689, if
you have questions regarding our comments.
							Sincerely,

							John Hartz
      						Senior Assistant Chief
Accountant

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Mr. Craig P. Omtvedt
December 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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