EXHIBIT 3(ii)a

                              FORTUNE BRANDS, INC.

                                BY-LAW AMENDMENT

                          ADOPTED ON FEBRUARY 26, 2002

                           EFFECTIVE FEBRUARY 26, 2002

Article I, Section 1 was amended to read in its entirety as follows:

         SECTION 1. The number of directors constituting the entire Board of
Directors of the Company, which shall be no fewer than seven and no greater than
twenty, shall be determined by action of the Board of Directors adopted at any
regular or special meeting of the Board of Directors by the affirmative vote of
at least two-thirds of all the directors then in office, provided notice of the
proposed change in the number of directors shall be given in writing to each of
the directors then in office. Any amendment to this Section 1 of these By-laws
may be adopted at any regular or special meeting of the Board of Directors by
the affirmative vote of at least two-thirds of all the directors then in office.