SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAU JOHN

(Last)

(First)

(Middle)

410 N. MICHIGAN AVENUE

(Street)

CHICAGO

606114213

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WRIGLEY WM JR CO [ WWY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2008		A		850	A	$0	1,850	D
Common Stock/Class B								250	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Units	$0.00⁽¹⁾							⁽²⁾	⁽²⁾	Common Stock	3,275.09		3,275.09⁽³⁾	D
Stock Option (Right to Buy) D-05	$55.48							05/19/2006⁽⁴⁾	05/19/2015	Common Stock	3,250		3,250	D
Stock Option(Right to Buy)06-D	$46.6							05/18/2007⁽⁵⁾	05/18/2016	Common Stock	4,800		4,800	D
Stock Option(Right to Buy)07-D	$58.06							05/22/2008⁽⁶⁾	05/22/2017	Common Stock	5,400		5,400	D

Explanation of Responses:

1. Each share unit is equivalent to one share of the Company's Common Stock.

2. Share units can be awarded under various programs of the Management Incentive Plan (MIP), which Plan is exempt under Rule 16b-3. Shares or share units acquired under the Long Term Stock Grant are not restricted. Shares or share units acquired under the Stock Award Program are restricted as to sale or transfer until retirement, termination or death.

3. Total includes share units acquired as a result of the reinvestment of dividends under the NEDDCP and/or the NEDSDP programs under the Management Incentive Plan (MIP), which Plan is 16b-3 exempt.

4. The Option vests in four equal annual installments beginning on May 19, 2006.

5. The Option vests in four equal annual installments beginning on May 18, 2007.

6. The Option vests in four equal annual installments beginning on May 22, 2008.

	By: Mark Monroe under POA for John Rau	05/14/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.