Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Pershing Square Capital Management, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2010
3. Issuer Name and Ticker or Trading Symbol
FORTUNE BRANDS INC [FO]
(Last)
(First)
(Middle)
888 SEVENTH AVENUE, 42ND FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 16,668,636
I
See Footnotes (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Total Return Swap   (6) 10/09/2012 Common Stock 603,486 $ 50.3 I See Footnotes (1) (2) (3) (4) (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pershing Square Capital Management, L.P.
888 SEVENTH AVENUE, 42ND FLOOR
NEW YORK, NY 10019
    X    
PS Management GP, LLC
888 SEVENTH AVENUE, 42ND FLOOR
NEW YORK, NY 10019
    X    
Pershing Square GP, LLC
888 SEVENTH AVENUE, 42ND FLOOR
NEW YORK, NY 10019
    X    
ACKMAN WILLIAM A
888 SEVENTH AVENUE, 42ND FLOOR
NEW YORK, NY 10019
    X    

Signatures

Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /S/ William A. Ackman, Managing Member 10/08/2010
**Signature of Reporting Person Date

PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 10/08/2010
**Signature of Reporting Person Date

Pershing Square GP, LLC, By: /s/ William A. Ackman, Managing Member 10/08/2010
**Signature of Reporting Person Date

/s/ William A. Ackman 10/08/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 3 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square Capital and may be deemed to have a pecuniary interest in securities owned by it.
(2) Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company, ("Pershing Square International"), Pershing Square Holdco, LLC, a Delaware limited liability company ("PS Holdco"), Pershing Square Holdco A, LLC, a Delaware limited liability company ("PS Holdco A"), Pershing Square Holdco B, LLC, a Deleware limited liability company ("PS Holdco B") and Pershing Square Holdco C, LLC, a Delaware limited liability company ("PS Holdco C", together with PS, PS II, Pershing Square International, PS Holdco, PS Holdco A and PS Holdco B, the "Pershing Square Funds").
(3) Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
(4) Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein.
(5) The total return swaps and options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.
(6) Under the terms of the cash-settled total return swaps (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 603,486 notional number of shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 603,486 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.

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