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



                                    FORM 10-Q



                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period                           Commission file number 1-9076
ended March 31, 2002

                              FORTUNE BRANDS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           DELAWARE                                              13-3295276
-------------------------------                             ------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

      300 Tower Parkway, Lincolnshire, Illinois           60069-3640
--------------------------------------------------------------------------------
       (Address of principal executive offices)           (Zip Code)



Registrant's telephone number, including area code:  (847) 484-4400
                                                     --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes (X)  No ( )

The number of shares outstanding of the Registrant's common stock, par value
$3.125 per share, at April 30, 2002 was 150,168,347 shares.


                          PART I. FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS.

                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                     ---------------------------------------
                                  (In millions)
                                   (Unaudited)


                                                   March 31,      December 31,
                                                     2002             2001
                                                   --------       -----------
Assets
  Current assets
   Cash and cash equivalents                       $   91.8        $   48.7
   Accounts receivable, net                           893.5           860.6

   Inventories
    Bulk whiskey                                      185.9           180.8
    Other raw materials, supplies and
     work in process                                  244.0           249.6
    Finished products                                 366.5           426.2
                                                   --------        --------
                                                      796.4           856.6

  Other current assets                                194.2           203.7
                                                   --------        --------
    Total current assets                            1,975.9         1,969.6

  Property, plant and equipment, net                1,145.9         1,158.4

  Intangibles resulting from
   business acquisitions, net                       1,785.9         1,789.6

  Other assets                                        373.2           383.3
                                                   --------        --------
   Total assets                                    $5,280.9        $5,300.9
                                                   ========        ========





            See Notes to Condensed Consolidated Financial Statements.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                     ---------------------------------------
                     (In millions, except per share amounts)
                                   (Unaudited)

                                                        March 31,   December 31,
                                                          2002         2001
                                                        --------    -----------


Liabilities and stockholders' equity

 Current liabilities
  Notes payable to banks                               $    57.9     $    37.8
  Current portion of long-term debt                          1.2           1.4
  Accounts payable                                         267.5         308.9
  Accrued taxes                                            376.2         353.3
  Accrued customer programs                                 95.6         132.5
  Accrued salaries, wages and other
    compensation                                            75.8         100.2
  Accrued expenses and other liabilities                   304.3         324.3
                                                        --------      --------
   Total current liabilities                             1,178.5       1,258.4


Long-term debt                                             950.0         950.3
Deferred income                                            220.5         227.2
Postretirement and other liabilities                       360.4         371.5
                                                        --------      --------
   Total liabilities                                     2,709.4       2,807.4
                                                        --------      --------

Minority interest in consolidated
  subsidiaries                                             398.4         390.8

Stockholders' equity
 $2.67 Convertible Preferred stock -
  redeemable at Company's option                             8.3           8.6
 Common stock, par value $3.125 per
  share, 229.6 million shares issued                       717.4         717.4
Paid-in capital                                             97.1         113.2
Accumulated other
 comprehensive loss                                       (133.8)       (131.7)
Retained earnings                                        4,204.3       4,157.7
Treasury stock, at cost                                 (2,720.2)     (2,762.5)
                                                        --------      --------
   Total stockholders' equity                          $ 2,173.1     $ 2,102.7
                                                       ---------     ---------

    Total liabilities and
      stockholders' equity                             $ 5,280.9     $ 5,300.9
                                                       =========     =========



            See Notes to Condensed Consolidated Financial Statements.




                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
               for the Three Months Ended March 31, 2002 and 2001
              -----------------------------------------------------
                     (In millions, except per share amounts)
                                   (Unaudited)


                                                      2002             2001
                                                  -----------      -----------

Net sales                                         $   1,270.7      $   1,271.6

 Cost of products sold                                  698.2            688.5
 Excise taxes on spirits and wine                        74.7             83.2
 Advertising, selling, general and
  administrative expenses                               343.4            349.1
 Amortization of intangibles                              3.3             15.7
 Restructuring charges                                    1.8              -
 Interest and related expenses                           16.8             31.8
 Other income, net                                       (6.1)            (0.2)
                                                  -----------      -----------
Income before income taxes and minority interests       138.6            103.5

  Income taxes                                           50.7             40.5
  Minority interests                                      3.9              1.5
                                                  -----------      -----------
Net income                                        $      84.0      $      61.5
                                                  ===========      ===========

Earnings per share
 Basic                                            $       .57      $       .40
                                                  ===========      ===========
 Diluted                                          $       .55      $       .39
                                                  ===========      ===========
 Dividends paid per share                         $       .25      $       .24
                                                  ===========      ===========

Average number of shares outstanding
 Basic                                                  148.8            153.7
                                                  ===========      ===========
 Diluted                                                153.5            156.7
                                                  ===========      ===========







            See Notes to Condensed Consolidated Financial Statements.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
               for the Three Months Ended March 31, 2002 and 2001
              -----------------------------------------------------
                                  (In millions)
                                   (Unaudited)

                                                              2002      2001
                                                            -------    -------

Operating activities
 Net income                                                 $  84.0    $  61.5
 Restructuring Charges                                          0.4          -
 Depreciation and amortization                                 41.6       53.9
 Deferred income taxes                                         13.3        3.4
 (Increase) decrease in accounts receivable                   (32.6)      45.6
 Decrease (increase) in inventories                            59.3      (17.7)
 Decrease in accounts payable, accrued
  expenses and other liabilities                             (130.3)    (166.1)
 Increase in accrued taxes                                     24.0       40.5
 Other operating activities, net                                2.6        2.4
                                                            -------    -------
  Net cash provided from operating activities                  62.3       23.5
                                                            -------    -------
Investing activities
 Additions to property, plant and equipment                   (31.4)     (37.8)
 Acquisition of certain spirits distribution rights               -       (6.5)
 Proceeds from the disposition of property, plant
  and equipment                                                 1.1        1.9
 Other investing activities, net                                  -       (0.6)
                                                            -------    -------
  Net cash used by investing activities                       (30.3)     (43.0)
                                                            -------    -------

Financing activities
 Increase in short-term debt, net                              20.1       87.4
 Dividends paid to stockholders                               (37.4)     (37.1)
 Cash purchases of common stock for treasury                  (52.1)      (7.8)
 Proceeds received from exercise of stock options              80.6        6.2
 Other financing activities, net                               (0.5)      (0.3)
                                                            -------    -------
  Net cash provided by financing activities                    10.7       48.4
                                                            -------    -------
Effect of foreign exchange rate changes on cash                 0.4       (2.8)
                                                            -------    -------
  Net increase in cash and cash equivalents                    43.1       26.1

Cash and cash equivalents at beginning of period            $  48.7    $  20.9
                                                            -------    -------
Cash and cash equivalents at end of period                  $  91.8    $  47.0
                                                            =======    =======




            See Notes to Condensed Consolidated Financial Statements.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
               for the Three Months Ended March 31, 2002 and 2001
          -------------------------------------------------------------
                                  (In millions)
                                   (Unaudited)



                                                 $2.67                          Accumulated
                                           Convertible                                other                   Treasury
                                             Preferred     Common    Paid-in  comprehensive   Retained          stock,
                                                 Stock      stock    capital           loss   earnings         at cost       Total
===================================================================================================================================
                                                                                                     
Balance at December 31, 2000                    $  9.2     $717.4     $125.9      $ (79.6)    $3,919.7      $ (2,556.7)   $2,135.9

Comprehensive income
   Net income                                        -          -          -            -         61.5               -        61.5
   Changes during the period                         -          -          -        (23.7)           -               -       (23.7)
                                                ------     ------     ------      -------     --------      ----------    --------
Total comprehensive (loss) income                    -          -          -        (23.7)        61.5               -        37.8
                                                ------     ------     ------      -------     --------      ----------    --------
Dividends                                            -          -          -            -        (37.1)              -       (37.1)
Purchases                                            -          -          -            -            -           (13.0)      (13.0)
Conversion of preferred stock and
   delivery of stock plan shares                  (0.1)         -       (2.9)           -            -            10.0         7.0
                                                ------     ------     ------      -------     --------      ----------    --------
Balance at March 31, 2001                       $  9.1     $717.4     $123.0      $(103.3)    $3,944.1      $ (2,559.7)   $2,130.6
                                                ======     ======     ======      =======     ========      ==========    ========


Balance at December 31, 2001                    $  8.6     $717.4     $113.2      $(131.7)    $4,157.7      $ (2,762.5)   $2,102.7

Comprehensive income
   Net income                                        -          -          -            -         84.0               -        84.0
   Changes during the period                         -          -          -         (2.1)           -               -        (2.1)
                                                ------     ------     ------      -------     --------      ----------    --------
Total Comprehensive (loss) income                    -          -          -         (2.1)        84.0               -        81.9
                                                ------     ------     ------      -------     --------      ----------    --------
Dividends                                            -          -          -            -        (37.4)              -       (37.4)
Purchases                                            -          -          -            -            -           (52.1)      (52.1)
Conversion of preferred stock,
   delivery of stock plan shares
   and sale of stock in subsidiary                (0.3)         -      (16.1)           -            -            94.4        78.0
                                                ------     ------     ------      -------     --------      ----------    --------
Balance at March 31, 2002                       $  8.3     $717.4     $ 97.1      $(133.8)    $4,204.3      $ (2,720.2)   $2,173.1
                                                ======     ======     ======      =======     ========      ==========    ========



            See Notes to Condensed Consolidated Financial Statements.




                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 1.  Principles of Consolidation

          The condensed consolidated balance sheet as of March 31, 2002, the
     related condensed consolidated statements of income for the three month
     periods ended March 31, 2002 and 2001, and the related condensed
     consolidated statements of cash flows and stockholders' equity for the
     three month periods ended March 31, 2002 and 2001 are unaudited. In the
     opinion of management, all adjustments necessary for a fair presentation of
     such financial statements have been included. Such adjustments included
     restructuring and other nonrecurring charges in 2002 and only normal
     recurring items 2001. Interim results may not be indicative of results for
     a full year.

          The condensed consolidated financial statements and notes are
     presented as permitted by Form 10-Q and do not contain certain information
     included in the Company's annual consolidated financial statements and
     notes. The year-end condensed consolidated balance sheet was derived from
     the Company's audited financial statements, but does not include all
     disclosures required by generally accepted accounting principles. This Form
     10-Q should be read in conjunction with the Company's consolidated
     financial statements and notes incorporated by reference in its 2001 Annual
     Report on Form 10-K.

2.   Accounting Changes

     Goodwill and Purchased Intangible Assets

          In July 2001, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 142, "Goodwill and Other
     Intangible Assets ("FAS Statement No. 142"). FAS Statement No. 142 requires
     goodwill to be tested for impairment on an annual basis and under certain
     circumstances, and written down when impaired, rather than amortized as
     previous standards required. In addition, FAS Statement No. 142 requires
     purchased intangible assets other than goodwill to be amortized over their
     useful lives unless these lives are determined to be indefinite. Certain
     of our tradenames have been assigned an indefinite life as it was deemed
     that these tradenames are currently anticipated to contribute cash flows to
     the Company indefinitely. Indefinite-lived intangible assets will not be
     amortized, but are required to be evaluated at each reporting period to
     determine whether the indefinite useful life is appropriate.

          FAS Statement No. 142 is effective for all fiscal years beginning
     after December 15, 2001. In accordance with FAS Statement No. 142, of the
     total intangibles of $1.8 billion, the Company ceased amortizing
     intangibles totaling $1.4 billion, including $1.1 billion of goodwill and
     $0.3 billion of indefinite-lived tradenames, as of January 1, 2002.




                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.   Accounting Changes (Continued)

     Goodwill and Purchased Intangible Assets (Continued)

          In addition, other purchased intangible assets, primarily tradenames,
     are carried at cost less accumulated amortization.  The remaining
     tradenames are amortized over their estimated useful lives, either 15 or 30
     years. The gross carrying value and accumulated amortization of the
     Company's amortizable intangible assets were $516.2 million and $167.6
     million, respectively, as of March 31, 2002. The Company's anticipated
     annual amortization is expected to be approximately $13 million.

              The following table presents the impact of FAS Statement No. 142
         on net income and net income per share had the standard been in effect
         for the three months ended March 31, 2001:

                                                       Three Months Ended
                                                  March 31,           March 31,
                                                    2002                2001
                                                    ----                ----

           Net income - as reported               $   84.0            $   61.5
           Adjustments:
             Amortization of goodwill                    -                 9.4
             Amortization of tradenames                  -                 2.1
           Income tax effect                             -                (0.9)
                                                  --------            --------
           Net adjustments                               -                10.6
                                                  --------            --------
           Net income - adjusted                  $   84.0                72.1
                                                  ========            ========
           Basic net income per share -
             as reported                          $   0.57            $   0.40

           Basic net income per share -
             as adjusted                          $   0.57            $   0.47

           Diluted net income per share -
             as reported                          $   0.55            $   0.39

           Diluted net income per share -
             as adjusted                          $   0.55            $   0.46



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.   Accounting Changes (Concluded)

     Goodwill and Purchased Intangible Assets (Concluded)

          As of March 31, 2002, no impairment of goodwill or other intangible
     assets has been recognized. There can be no assurances that future goodwill
     and other intangibles asset impairment tests will not result in a charge to
     earnings.

     Net Sales

          Net sales reflect the effect of a reclassification of certain expenses
     previously included in selling and general and administrative expenses as a
     reduction of net sales. These reclassifications, which reduced reported net
     sales by $29.4 million for the three months ending March 31, 2001, were
     required by the Emerging Issues Task Force Issues No. 00-14 and No. 00-25.
     These reclassifications did not result in a change in the Company's
     operating company contribution, earnings or earnings per share in any of
     the periods affected.

3.   Sale of Stock of Subsidiary

          In January 2002, the Company completed the second of two transactions
     to sell shares in its wholly-owned office products subsidiary, ACCO World
     Corporation ("ACCO"). This offering resulted in an aggregate reduction of
     less than 2% of the Company's interest in ACCO. The Company treated the
     sale as an equity transaction in accordance with Company policy, recording
     the difference between the purchase price and the book value of the
     subsidiary's stock to "Paid-in-capital." As a result of the first of the
     two transactions, the Company recognized a net tax benefit of $72.9 million
     in 2001. The two transactions resulted in a substantial tax loss
     carryforward that will be realized in the event that the Company has
     qualified taxable capital gains.

4.   Joint Ventures

          In May 2001, the Company's spirits and wine business completed
     transactions with Vin & Sprit AB of Sweden (V&S) creating a joint venture,
     named Future Brands LLC (the "LLC"), to distribute over an initial ten-year
     period both companies' spirits and wine brands in the United States. The
     Company's spirits and wine business has accounted for this joint venture
     using the equity method of accounting. V&S paid $270 million to gain access
     to our spirits and wine business's U.S. distribution network and to acquire
     a 49% interest in the LLC,


                     FORTUNE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.   Joint Ventures (Concluded)

     and paid $375 million to purchase a 10% equity interest in Jim Beam Brands
     Worldwide ("JBBW") in the form of convertible preferred stock. The shares
     of JBBW convertible preferred stock issued to V&S is convertible into 10%
     of the JBBW common stock and have voting power equivalent to a 10% interest
     in JBBW common stock. The preferred stock is entitled to a dividend equal
     to the greater of 10% of the dividend paid upon JBBW common stock or 3% of
     the preferred stock's face value ($375 million) plus unpaid accrued
     dividends; no dividends may be paid on common stock unless all unpaid
     accrued JBBW preferred stock dividends have been paid. V&S also received a
     3-year option to increase its equity stake in JBBW by up to an additional
     9.9%. V&S may require the Company to purchase the JBBW preferred stock in
     whole or in part at any time after May 31, 2004, or upon a change in
     control of JBBW, Jim Beam Brands Co. ("JBB Co."), or certain other events.
     The Company has accounted for the $270 million gain on the sale of 49% of
     the LLC as deferred income and the resulting tax on sale as a deferred
     income tax asset due to certain continuing obligations of JBB Co.,
     including, but not limited to, making payments to suppliers, employees and
     other parties with which the LLC has contracts in the event of a default of
     the LLC. In June 2001, the Company began amortizing these amounts to other
     income on a straight-line basis over the initial term of the agreement.

5.   Information on Business Segments

          Net sales and operating company contribution are as follows:


                                             Net             Operating Company
                                            Sales              Contribution
                                      ----------------        ---------------
                                            Three Months Ended March 31,
                                      2002        2001        2002       2001
                                      ----        ----        ----       ----
                                                   (In millions)

               Home products        $  520.6    $  461.6    $   70.3   $   61.5
               Spirits and wine        234.7       277.5        58.4       58.8
               Golf products           266.0       254.2        31.5       33.5
               Office products         249.4       278.3         7.7        7.3
                                    --------    --------    --------   --------

                                    $1,270.7    $1,271.6    $  167.9   $  161.1
                                    ========    ========    ========   ========



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.   Information on Business Segments (Concluded)

     Operating company contribution is net sales less all costs and expenses
     other than restructuring and other nonrecurring charges, amortization of
     intangibles, corporate administrative expense, interest and related
     expenses, other (income) expenses, net, income taxes and minority
     interests.

          A reconciliation of operating company contribution to consolidated
     income before income taxes and minority interests is as follows:

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                          2002       2001
                                                          ----       ----
                                                           (In millions)

     Operating company contribution                      $167.9     $161.1
     Amortization of intangibles                            3.3       15.7
     Restructuring charges                                  1.8          -
     Other nonrecurring charges                             1.4          -
     Interest and related expenses                         16.8       31.8
     Non-operating expenses                                 6.0       10.1
                                                         ------     ------
     Income before income taxes and
       minority interests                                $138.6     $103.5
                                                         ======     ======



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.   Earnings Per Share

          The computation of basic and diluted earnings per common share for
     "Net income" is as follows:

                                              Three Months Ended
                                                   March 31,
                                              ------------------
                                               2002         2001
                                               ----         ----
                                                (In millions,
                                                 except per
                                                 share amounts)

     Net income                               $  84.0     $  61.5
         Less:  Preferred stock dividends         0.2         0.2
                                              -------     -------
     Income available to
         stockholders - basic                    83.8        61.3
     Convertible Preferred stock
         dividend requirements                    0.2         0.2
                                              -------     -------
     Income available to
         stockholders - diluted               $  84.0     $  61.5
                                              =======     =======

     Weighted average number of
         shares outstanding - basic             148.8       153.7
     Conversion of Convertible
         Preferred stock                          1.8         1.8
     Exercise of stock options                    2.9         1.2
                                              -------     -------
     Weighted average number of
          shares outstanding - diluted          153.5       156.7
                                              =======     =======
     Earnings per  share
          Basic                               $   .57     $   .40
                                              =======     =======
          Diluted                             $   .55     $   .39
                                              =======     =======


7.   Restructuring and Other Nonrecurring Charges

     RESTRUCTURING AND OTHER NONRECURRING CHARGES PROGRAM - 2001

          In April 2001, the Company announced that as a result of its
     evaluation of strategic options for its office products business, it would
     immediately begin implementing a plan designed to improve both financial
     results and the long-term value of the business. The Company determined
     that it would not divest its office products business due to weakness in
     the overall economy and current conditions in the office products industry.
     In addition, in the fourth quarter of 2001, the home products business
     recorded restructuring and other



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.   Restructuring and Other Nonrecurring Charges (Continued)

     nonrecurring charges for workforce reductions and rationalization of
     operations while the golf business recorded charges for capacity reductions
     in select technology platforms.

          As a result of these actions, the Company recorded total pre-tax
     restructuring and other nonrecurring charges of $3.2 million ($2.2 million
     after tax), during the three months ended March 31, 2002, as follows:

                                    Three Months Ended
                                      March 31, 2002
                       --------------------------------------------
                                           Nonrecurring
                                      ----------------------
                                         Cost of      SG&A
                       Restructuring  Sales Charges  Charges  Total
                       -------------  -------------  -------  -----
                                       (In millions)

     Office products       $ 1.8          $ 0.7       $ 0.7   $ 3.2
                           -----          -----       -----   -----
               Total       $ 1.8          $ 0.7       $ 0.7   $ 3.2
                           =====          =====       =====   =====

          The charges principally related to employee termination costs, asset
     write-offs and costs associated with a consolidation of manufacturing
     facilities.

          Reconciliation of the restructuring liability, as of March 31, 2002 is
     as follows:



                                 Balance at     2002         Cash        Non-Cash    Balance at
                                  12/31/01    Provision  Expenditures   Write-offs    3/31/02
                                 ----------   ---------  ------------   ----------   ----------
                                                          (In millions)
                                                                      
Rationalization of
   operations
     Employment
       termination costs (1)        $17.1       $ 1.4        $(5.8)       $   -         $12.7
     Other                            4.7           -            -         (2.9)          1.8
International distribution
  and lease agreements                5.2           -            -            -           5.2
Loss on disposal of assets            2.4         0.4         (0.6)        (0.4)          1.8
                                    -----       -----        -----        -----         -----
                                    $29.4       $ 1.8        $(6.4)       $(3.3)        $21.5
                                    =====       =====        =====        =====         =====


          (1) Of the 1,253 positions planned for elimination, 706 had been
     eliminated as of March 31, 2002.


                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.   Restructuring and Other Nonrecurring Charges (Concluded)

         The Company expects that substantially all remaining payments will be
     made within the next twelve months.

     RESTRUCTURING AND OTHER NONRECURRING CHARGES PROGRAM - 1999

         The following table represents our reconciliation of the restructuring
     liability for the 1999 program, as of March 31, 2002, as follows:



                                                                Adjustments to
                                                                    Income/
                                     Balance at       Cash         Non-Cash     Balance at
                                      12/31/01    Expenditures    Write-offs     3/31/02
                                     ----------   ------------    ----------    ----------
                                                       (In millions)
                                                                    
Rationalization of
   operations
     Employment
       termination costs (1), (2)      $ 2.8         $(0.3)         $(1.3)        $ 1.2
International distribution
  and lease agreements (3)               0.5          (0.1)          (0.3)          0.1
                                       -----         -----          -----         -----
                                       $ 3.3         $(0.4)         $(1.6)        $ 1.3
                                       =====         =====          =====         =====


         (1)  Of the 2,306 positions planned for elimination, 2,284 had been
              eliminated as of March 31, 2002.

         (2)  $1.0 million of the $1.3 million classified as non-cash
              write-offs represents the reversal of certain employee termination
              costs was reflected as a reduction of restructuring charges
              recorded in 2001.

         (3)  The amount classified as non-cash write-offs represent the
              reversal of certain lease agreement costs to income.

          The Company expects that the 1999 restructuring and other nonrecurring
     charges program will be either expended or adjusted by the end of the
     second quarter of 2002.


                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.   Comprehensive Loss

          The components of accumulated other comprehensive loss are as follows:



                                   Foreign         Minimum            Accumulated
                                  currency    pension liability   other comprehensive
                                 adjustments     adjustment              loss
                                 -----------  -----------------   -------------------
                                                (In millions)
                                                         
Balance at December 31, 2000       $ (75.4)        $ (4.2)             $ (79.6)
Changes in three months              (23.7)             -                (23.7)
                                   -------         ------              -------
Balance at March 31, 2001          $ (99.1)        $ (4.2)             $(103.3)
                                   =======         ======              =======

Balance at December 31, 2001       $(113.6)        $(18.1)             $(131.7)
Changes in three months               (2.0)          (0.1)                (2.1)
                                   -------         ------              -------
Balance at March 31, 2002          $(115.6)        $(18.2)             $(133.8)
                                   =======         ======              =======


          Included in the foreign currency adjustments balance at March 31, 2002
     is total deferred derivative gain of $1.4 million.

9.   Subsequent Event

          On April 12, 2002, the Company announced that its home products
     business completed its acquisition of The Omega Group, a U.S. based
     manufacturer of kitchen and bath cabinets, for $538 million, which includes
     the assumption of $127 million in debt. The products included in the
     acquisition generated sales of $325 million in 2001.

          On a consolidated basis, the pro forma impact of The Omega Group on
     either net sales or operating company contribution is not expected to be
     significant as required by FAS Statement No. 141, "Business Combinations".

10.  Pending Litigation

     Tobacco Litigation and Indemnification

          On December 22, 1994, the Company sold The American Tobacco Company
     subsidiary to Brown & Williamson Tobacco Corporation, a wholly-owned
     subsidiary of B.A.T Industries p.l.c. In connection with the sale, Brown &
     Williamson Tobacco Corporation and The American Tobacco Company ("the
     Indemnitors") agreed to indemnify the Company against claims including
     legal expenses arising from smoking and health and fire safe cigarette
     matters relating to the tobacco business of The American Tobacco Company.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

10.  Pending Litigation (Concluded)

          The Company is a defendant in numerous actions based upon allegations
     that human ailments have resulted from tobacco use.

          Management believes that there are meritorious defenses to the pending
     actions, including the fact that the Company never made or sold tobacco,
     and these actions are being vigorously contested. However, it is not
     possible to predict the outcome of the pending litigation, and it is
     possible that some of these actions could be decided unfavorably.
     Management is unable to make a meaningful estimate of the amount or range
     of loss that could result from an unfavorable outcome of the pending
     litigation. Management believes that the pending actions will not have a
     material adverse effect upon the results of operations, cash flows or
     financial condition of the Company as long as the Indemnitors continue to
     fulfill their obligations to indemnify the Company under the aforementioned
     indemnification agreement.

     Other Litigation

     In addition to the lawsuits described above, the Company and its
     subsidiaries are defendants in lawsuits associated with their business and
     operations. It is not possible to predict the outcome of the pending
     actions, but management believes that there are meritorious defenses to
     these actions and that these actions will not have a material adverse
     effect upon the results of operations, cash flows or financial condition of
     the Company. These actions are being vigorously contested.

11.  Environmental

          The Company is subject to laws and regulations relating to the
     protection of the environment. The Company provides for expenses associated
     with environmental remediation obligations when such amounts are probable
     and can be reasonably estimated. Such accruals are adjusted as new
     information develops or circumstances change and are not discounted. While
     it is not possible to quantify with certainty the potential impact of
     actions regarding environmental matters, particularly remediation and other
     compliance efforts that the Company's subsidiaries may undertake in the
     future, in the opinion of management, compliance with the present
     environmental protection laws, before taking into account estimated
     recoveries from third parties, will not have a material adverse effect upon
     the results of operations, cash flows or financial condition of the
     Company.



                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------

To the Board of Directors and Shareholders of Fortune Brands, Inc.:

     We have reviewed the accompanying condensed consolidated balance sheet of
Fortune Brands, Inc. and Subsidiaries as of March 31, 2002, and the related
condensed consolidated statements of income, cash flows and stockholders' equity
for each of the three-month periods ended March 31, 2002 and March 31, 2001.
These financial statements are the responsibility of the Company's management.

     We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated interim financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America.

     We previously audited in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
December 31, 2001, and the related consolidated statements of income, cash flows
and stockholders' equity for the year then ended (not presented herein), and in
our report dated January 22, 2002, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 2001,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.



PricewaterhouseCoopers LLP




Chicago, Illinois 60606
April 17, 2002




Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


                      FORTUNE BRANDS, INC. AND SUBSIDIARIES

   Results of Operations for the Three Months Ended March 31, 2002 as Compared
                    to the Three Months Ended March 31, 2001


                                                     Operating Company
                                Net Sales             Contribution(1)
                          ---------------------     -------------------
                            2002         2001         2002       2001
                            ----         ----         -----      ----
                                           (In millions)

Home products             $  520.6     $  461.6     $   70.3   $   61.5
Spirits and wine             234.7        277.5         58.4       58.8
Golf products                266.0        254.2         31.5       33.5
Office products              249.4        278.3          7.7        7.3
                          --------     --------     --------   --------
                          $1,270.7     $1,271.6     $  167.9   $  161.1
                          ========     ========     ========   ========

(1)  Operating company contribution is net sales less all costs and expenses
     other than restructuring and other nonrecurring charges, amortization of
     intangibles, corporate administrative expense, interest and related
     expenses, other (income) expenses, net, income taxes and minority
     interests.

CONSOLIDATED
------------

Net sales were flat as compared to the prior year. While net sales were
supported by strength in the home products business and the introduction of new
products in the golf and home business, these benefits were offset by lower
sales in the office products business and the sale of the U.K. private-label
Scotch business in October 2001 as well as unfavorable foreign exchange ($10
million). On a comparable basis to the prior year period, excluding the impact
of revenues for the U.K. private-label Scotch business for the first quarter of
2001 and the impact of excise taxes and foreign exchange, net sales increased
$50.7 million, or 4%.


                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


CONSOLIDATED (Continued)

Operating company contribution increased $6.8 million, or 4%, due to lower
operating expenses, strong demand in our home products business, cost savings
achieved as a result of the establishment of the Future Brands LLC joint venture
by the Company's spirits and wine business in June 2001, including $0.8 million
of profit for interim Absolut vodka revenues and expenses recorded on a
net basis during January 2002 prior to the termination of the Vin & Sprit
interim distribution agreement and other cost containment initiatives across all
of our businesses partly offset by unfavorable foreign exchange ($1.2 million).
On a comparable basis, excluding the impact of the U.K. private-label Scotch
business for the first quarter of 2001 and foreign exchange, operating company
contribution increased $12.2 million, or 8%.

For the three months ended March 31, 2002, we recorded pre-tax restructuring and
other nonrecurring charges of $3.2 million, $2.2 million after-tax, or one cent
per share. These charges related to the rationalization of operations in the
office products business.

Interest and related expenses decreased $15.0 million, or 47%. This decline
primarily reflected the repayment of debt using proceeds received from Vin &
Sprit and from the sale of the U.K. private-label Scotch business as well as
lower interest rates.

The effective income tax rates for the three months ended March 31, 2002 and
2001 were 36.5% and 39.1%, respectively. The lower effective tax rate for the
first quarter of 2002 principally reflected lower goodwill amortization related
to the adoption of FAS Statement No. 142.

Net income increased $22.5 million, or 36.6%, to $84.0 million, or 57 cents
basic and 55 cents diluted per share, compared with net income of $61.5 million,
or 40 cents basic and 39 cents diluted per share, for the same three month
period last year benefiting from lower interest expense and higher operating
company contribution.

Income from operations before net charges, which represents income before the
$3.2 million ($2.2 million after-tax) restructuring and other nonrecurring
charges taken in the three month period ended March 31, 2002, and includes the
eight cent benefit recognized as a result of the adoption of FAS Statement No.
142, was $86.2 million, or 58 cents basic and 56 cents diluted per share,
respectively, for the three months ended March 31, 2002.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Home Products

Net sales increased $59.0 million, or 13%. The increase in net sales was
attributable to overall volume increases and higher average selling prices
partly offset by higher rebates as well as unfavorable foreign exchange ($2
million). The overall volume increases were related to the introduction of new
products coupled with line extensions and higher volume in certain existing
product lines, primarily MasterBrand cabinets. Operating company contribution
increased $8.8 million, or 14% on the higher sales partly offset by higher
operating expenses.

The continued consolidation of the customer base in the home products industry,
for example among home centers and large homebuilders, and increased price
competition will continue to present us and our competitors with pricing
challenges. Customer consolidation will also present opportunities for the most
efficient manufacturers and skilled marketers.


Spirits and Wine

Net sales decreased $42.8 million, or 15%, principally on the sale of the U.K.
private-label Scotch business in October 2001 as well as unfavorable foreign
exchange ($1 million) partially offset by higher average selling prices in the
Jim Beam bourbon and DeKuyper product lines. On a comparable basis, excluding
the revenues of the U.K. private-label Scotch business for the first quarter of
2001 and the impact of excise taxes and foreign exchange, net sales were flat
compared to the prior year period.

Operating company contribution was flat versus the prior year period. On a
comparable basis, excluding the impact of the U.K. private-label Scotch business
for the first quarter of 2001 and foreign exchange, operating company
contribution increased $4.3 million, or 8%, principally attributable to the cost
savings achieved as a result of the establishment of the Future Brands LLC joint
venture in June 2001, including $0.8 million of profit for interim Absolut vodka
revenues and expenses recorded on a net basis during January 2002, and
continuing growth of the higher margin premium and superpremium spirits and wine
brands. With the establishment of Vin & Sprit's new U.S. subsidiary as the
exclusive importer of Vin & Sprit's products revenues and expenses under the
interim distribution agreement with Vin & Sprit were no longer recorded by our
spirits and wine business as of February 1, 2002.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Spirits and Wine (Concluded)

The Maxxium joint venture, the merger of Grand Metropolitan and Guinness to
create Diageo in late 1997, and the more recent sale of the Seagram brands to
Diageo and Pernod-Ricard, and the Jim Beam-Absolut U.S. distribution joint
venture and the Brown-Forman and Bacardi U.S. partnership reflect the continued
trend towards consolidation in the highly competitive spirits and wine business.
The creation of Diageo and the breadth of its portfolio, as well as continued
consolidation of the supplier, distributor and retailer tiers, may present
pricing and service challenges for our subsidiaries and their competitors. It
may also present opportunities, particularly for the most efficient and
innovative competitors.


Golf Products

Net sales increased $11.8 million, or 5%, on the introduction of new products
and line extensions partly offset by lower volumes in certain existing product
lines, unfavorable price mix as well as unfavorable foreign exchange ($3
million). The higher overall volumes were led by increased sales of golf balls,
golf clubs, golf gloves and outerwear. Operating company contribution decreased
$2.0 million, or 6%, due largely to higher marketing spending to support the
business's new product initiatives.

Competitors whose products have significant brand awareness have introduced golf
balls into their product offerings in the past three years and the golf ball
industry has experienced increased price competition, partially as a result of
such introductions. Largely as a result of the introduction of the Pro V1 and
NXT, our golf ball business has recovered market share losses that occurred upon
the entrance of new competitors. In 2002, our golf ball share has increased
principally as a result of the improved availability of Pro V1 as well as the
introduction of the new NXT Tour, Distance and Pinnacle golf balls. The ability
of the Company's golf business to maintain and increase revenues will depend
upon its innovation and marketing.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Golf Products (Concluded)

The United States Golf Association (USGA) establishes standards for golf
equipment used in the United States. On November 2, 1998, the USGA announced the
immediate implementation of a new golf club performance rule that established a
rebound velocity standard for driving clubs. The Royal and Ancient Golf Club
(R&A) establishes standards for golf equipment used in competitive play outside
the United States and Mexico. On September 21, 2000, the R&A issued a Notice to
Manufacturers announcing its decision not to adopt the USGA's rebound velocity
standard or any new rule or test protocol for driving clubs. The R&A's decision
not to adopt the rule implemented by the USGA has resulted in conflicting
conformance standards for driving clubs in the United States and the rest of the
world. The USGA and R&A have recently proposed a compromise to resolve this
conflict in performance standards. Although it is not possible at this time to
determine the impact of this proposal if adopted, it may cause a significant
disruption to the market for driving clubs by changing the current standards in
the U.S. and by creating separate equipment standards for tournament and
recreational play.

Each of the USGA and the R&A has announced its intention to propose new rules
addressing the overall distance standard for golf balls, golf club head size and
golf club shaft length. Until more details regarding such potential rule changes
become available, we cannot determine whether they would have a material effect
on our group's golf ball business and/or the golf ball industry. However, the
new rules being considered could incorporate rules that would shorten the
overall distance that golf balls are allowed to travel and that could hamper
innovation in the design and manufacture of golf balls.

There has been considerable recent discussion in the golf trade press regarding
the use of a standardized golf ball for professional tournament play and a
separate set of rules for tournament play. The adoption of either concept by one
of golf's ruling bodies, a professional tour or individual tournaments could
materially impact our golf products business and the golf industry.

Although it is difficult to predict the impact of the rules discussed above if
adopted, they could have a significant impact on our golf products business
and/or the golf industry.


                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Concluded)

Office Products

Net sales decreased $28.9 million, or 10%. The lower sales resulted primarily
from lower volumes in the United States and Europe, with major customers
continuing to reduce inventories, as well as unfavorable foreign exchange ($4
million). The lower sales were further impacted by industry-wide volume
challenges in the United States, economic softness in Europe, our office
products business's second largest market, and discontinued product lines in
both markets. The decrease in net sales was partly offset by the introduction of
new products.

Operating company contribution increased $0.4 million, or 5%, reflecting the
savings achieved as a result of the business's restructuring actions and the
business's focus on its most profitable product categories.

The office products business is increasingly concentrated in a small number of
major customers, principally office products superstores, large retailers,
wholesalers and contract stationers. The continuing consolidation of customers
is causing increased pricing pressures that negatively affect results. Pricing
pressures were compounded by the ongoing efforts of several major customers to
reduce inventory levels. These conditions continue to present challenges to our
office products group and its competitors.

We decided, in April 2001, not to divest our office products business due to
weakness in the overall economy particularly impacting the office products
industry. We are currently repositioning and restructuring the business to
improve both financial results and the long-term value of the business. Under
this plan, our office products group is realigning and streamlining its
worldwide operations, intensifying its focus on growing profitable core product
categories, divesting or discontinuing non-strategic and low-return product
categories and reducing overhead expenses and excess capacity. As a result of
this plan, we recorded total pre-tax restructuring and other nonrecurring
charges of $3.2 million during the three months ended March 31, 2002 to complete
the first phase of our repositioning program. We are currently in the process of
completing our plans for the final phase of our office products repositioning.
The final phase will substantially downsize the business's manufacturing
capacity and distribution infrastructure and we expect it will provide
significant further cost savings and working capital improvements.



                      FORTUNE BRANDS, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Concluded)

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided from operating activities of $62.3 million for the three
months ended March 31, 2002 compared with $23.5 million for the same three-month
period last year. The increase was primarily related to the higher net income
and a reduction in inventory.

Net cash used by investing activities for the three months ended March 31, 2002
was $30.3 million, compared with $43.0 million in the same three-month period
last year.

Net cash provided by financing activities for the three months ended March 31,
2002 was $10.7 million, compared with $48.4 million in the same three month
period last year. During the three months ended March 31, 2002, purchases of our
common stock amounted to $52.1 million (1,131,000 shares repurchased) and
proceeds received from the exercise of stock options ($80.6 million) increased
as options exercises were higher than in the same three-month period last year.

Total debt increased $19.6 million during the three month period ended March 31,
2002. However, the ratio of total debt to total capital decreased to 28.2% at
March 31, 2002 from 28.4% at December 31, 2001. As a result of the acquisition
of The Omega Group in April 2002, the total amount of debt increased $438
million, while the ratio of total debt to total capital increased to 35.8% at
April 30, 2002.

We believe that our internally generated funds, together with access to global
credit markets, are adequate to meet our capital needs.



CAUTIONARY STATEMENT
--------------------

This Quarterly Report on Form 10-Q contains statements relating to future
results. They are forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. We caution readers that these
forward-looking statements speak only as of the date hereof. Actual results may
differ materially from those projected as a result of certain risks and
uncertainties, including but not limited to: changes in general economic
conditions, foreign exchange rate fluctuations, changes in interest rates,
competitive product and pricing pressures, trade consolidations, the impact of
excise tax increases with respect to distilled spirits, regulatory developments,
the uncertainties of litigation, changes in golf equipment regulatory standards,
the impact of weather, particularly on the home products and golf brand groups,
expenses and disruptions related to shifts in manufacturing to different
locations and sources, challenges in the integration of acquisitions and joint
ventures, as well as other risks and uncertainties detailed from time to time in
the Company's Securities and Exchange Commission filings.




                           PART II. OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS.

          (a)  Smoking and Health Proceedings

Indemnification Agreement

          On December 22, 1994, Registrant sold The American Tobacco Company
("ATCO") to Brown & Williamson Tobacco Corporation ("B&W"), at the time a
wholly-owned subsidiary of B.A.T. Industries p.l.c. In connection with the sale,
B&W and ATCO (collectively, the "Indemnitors") agreed to indemnify Registrant
against claims including legal expenses arising from smoking and health and fire
sale cigarette matters relating to the tobacco business of ATCO.

Individual Cases

          As of May 1, 2001, there were approximately 76 smoking and health
cases pending on behalf of individual plaintiffs in which Registrant has been
named as one of the defendants, compared with approximately 76 such cases as of
March 1, 2002, as reported by Registrant in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.

Class Actions

          As of May 1, 2001, there were approximately 13 purported smoking and
health class actions pending in which Registrant has been named as one of the
defendants, compared with approximately 13 such cases on March 1, 2002, as
reported by Registrant in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2001.

Health Care Cost Recovery Actions

          As of May 1, 2001, there were approximately two health care cost
recovery actions pending in which Registrant had been name as one of the
defendants, compared with approximately two such cases as of March 1, 2002, as
reported by Registrant in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2001.

List of Pending Cases

          See Exhibit 99 to this Form 10-Q for a list of additional proceedings
involving the smoking and health controversy in which Registrant has been named
as a defendant and not previously reported.



List of Terminated Cases

          See Exhibit 99 to this Form 10-Q for a list of smoking and health
proceedings, in which Registrant has been named as a defendant, which have been
terminated and have not previously been reported as such.

Conclusion

          Management believes that there are meritorious defenses to the
above-mentioned pending actions and these actions are being vigorously
contested. However, it is not possible to predict the outcome of the pending
litigation, and it is possible that some of these actions could be decided
unfavorably. Management is unable to make a meaningful estimate of the amount or
range of loss that could result from an unfavorable outcome of the pending
litigation. Management believes that the pending actions will not have a
material adverse effect upon the results of operations, cash flows or financial
condition of Registrant as long as the Indemnitors continue to fulfill their
obligations to indemnify Registrant under the aforementioned indemnification
agreement.

          (b)  Reference is made to Note 9, "Pending Litigation", in the Notes
               to Condensed Consolidation Financial Statements set forth in Part
               I, Item 1 of this Quarterly Report on Form 10-Q.


Item 6.        EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits

     12.  Statement re computation of ratio of earnings to fixed charges.

     15.  Letter from PricewaterhouseCoopers LLP dated May 15, 2002 re unaudited
          financial information.

     99.  List of Pending/Terminated Cases.

          *Indicates that exhibit is a management contract or compensatory plan
          or arrangement.


          In lieu of filing certain instruments with respect to long-term debt
of the kind described in Item 601(b)(4) of Regulation S-K, Registrant agrees to
furnish a copy of such instruments to the Securities and Exchange Commission
upon request.



     (b)  Reports on Form 8-K

Registrant filed a Current Report on Form 8-K, dated January 23, 2002, in
respect of Registrant's press release dated January 23, 2002 announcing
Registrant's financial results for the year-ended December 31, 2001 (Items 5 and
7(c)).

Registrant filed a Current Report on Form 8-K, dated March 6, 2002, in respect
of Registrant's renewal of its stock repurchase program and Registrant's press
release dated February 25, 2002 relating to the selection of Registrant's
cabinets business as exclusive supplier for Home Depot's Thomasville brands of
cabinets. (Items 5 and 7(c)).

Registrant filed a Current Report on Form 8-K, dated March 19, 2002, in respect
of Registrant's press release dated March 19, 2002 announcing that management
expected to report first quarter earnings per share that are above the top end
of the current range of analysts' estimates, and in respect of Registrant's
investor brochure dated March 19, 2002. (Items 5, 7(c) and 9).




                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                        FORTUNE BRANDS, INC.
                                        --------------------
                                            (Registrant)








Date:  May 15, 2002                     By /s/ Nadine A. Heidrich
     -------------------                   ----------------------
                                        Nadine A. Heidrich
                                        Vice President and Corporate
                                        Controller




                                  EXHIBIT INDEX


                                                           Sequentially
Exhibit                                                    Numbered Page
-------                                                    -------------

  12.     Statement re computation of ratio of
          earnings to fixed charges.

  15.     Letter from PricewaterhouseCoopers LLP
          dated May 15, 2002 re unaudited
          financial information.

  99.     List of Pending/Terminated Cases.