Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CARBONARI BRUCE A
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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

520 LAKE COOK ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/1/2011
(Street)

DEERFIELD, IL 60015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $3.125   8/1/2011     A (1)    8335   A $59.99   98708   D    
Common Stock, Par Value $3.125   8/1/2011     F (2)    6911   D $59.99   91797   D    
Common Stock, Par Value $3.125                  14999   (3) I   By Fortune Brands, Inc. Retirement Savings Plan Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Reflects the issuance of shares pursuant to a performance award to the undersigned under the issuer's Long-Term Incentive Plan.
( 2)  Reflects the withholding by the issuer of shares awarded to the undersigned having a fair market value equal to the withholding taxes payable by the undersigned at the time the award vested, such transaction being exempt under Rule 16b-3(e).
( 3)  The number of shares as held by the Fortune Brands, Inc. Retirement Savings Plan Trust represents the undersigned's proportional beneficial interest in the comon stock held in the Trust as of August 1, 2011.

Remarks:
Pursuant to a special award made in July 2009 under the Company's long-term incentive plan, on August 1, 2011, Mr. Carbonari was awarded $1,000,000, half of which was paid in company stock and half paid in cash. Under the terms of the award, if Mr. Carbonari met certain performance goals, one-half of the award vested on August 1, 2010 and August 1, 2011, respectively. As a result, on August 1, 2011, Mr. Carbonari received a grant of 8,335 shares of the issuer's common stock. He elected to have the Company withhold 6,911 shares to pay taxes. After this transaction, Mr. Carbonari increased his direct stock ownership to 91,797 shares of the issuer's common stock. He continues to own options to purchase 1,466,190 shares of the issuer's common stock and 149,000 restricted stock units. In addition, he indirectly owns 14,999 shares of the issuer's common stock through his participation in the issuer's retirement savings plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CARBONARI BRUCE A
520 LAKE COOK ROAD
DEERFIELD, IL 60015
X
Chairman and CEO

Signatures
/s/ Angela M. Pla, Attorney-in-Fact for Bruce A. Carbonari 8/3/2011
** 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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