UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x   Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2003

o   Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period            to           

For the Quarter Ended June 30, 2003          Commission file number 1-800

WM. WRIGLEY JR. COMPANY

(Exact name of registrant as specified in its charter)

Delaware

36-1988190

(State of other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

410 North Michigan Avenue
Chicago, Illinois

60611

(Address of principal executive office)

(Zip Code)

(312) 644-2121
(Registrant's telephone number, including area code)

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 for such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES   x      NO   o

Indicate by check mark whether the Registrant is an accelerated filer
(as defined under rule 12b-2 of the Securities and Exchange Act of 1934).

YES   x      NO   o

183,833,875 shares of Common Stock and 41,229,917 shares of Class B Common Stock
were outstanding as of July 15, 2003.

WM. WRIGLEY JR. COMPANY
INDEX TO FORM 10-Q

Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Statement of Earnings (Condensed) for the Three Months Ended March 31, 2003 and Six Months Ended June 30, 2003

2

Consolidated Statement of Cash Flows (Condensed) for the Six Months Ended June 30, 2003 and 2002

3

Consolidated Balance Sheet (Condensed) as of June 30, 2003 and December 31, 2002

4

Notes to Consolidated Financial Statements (Condensed)

5 - 7

Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition

8 - 9

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

10

Item 4 - Controls and Procedures

10

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

11

SIGNATURES

12

INDEX TO EXHIBITS

13

Exhibits 31 (a) and (b)

14 - 15

Exhibits 32 (a) and (b)

16 - 17

FORM 10-Q
PART I -- FINANCIAL INFORMATION -- ITEM 1 (Cont'd)
WM. WRIGLEY JR. COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED)
(Unaudited)

1.

The Consolidated Statement of Earnings (Condensed) for the three month and six month periods ended June 30, 2003 and 2002, respectively, the Consolidated Statement of Cash Flows (Condensed) for the six month periods ended June 30, 2003 and 2002, and the Consolidated Balance Sheet (Condensed) at June 30, 2003, are unaudited. In the Company's opinion, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the results for the periods and have been prepared on a basis consistent with the 2002 audited consolidated financial statements. These condensed financial statements should be read in conjunction with the 2002 consolidated financial statements and related notes which are an integral part thereof. Certain amounts recorded in 2002 have been reclassified to conform to the 2003 presentation.

2.

Conformity with generally accepted accounting principles requires management to make estimates and assumptions when preparing financial statements that affect assets, liabilities, revenues and expenses. Actual results may vary from those estimates.

3.

As of December 31, 2002, the Company adopted the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123, "Accounting for Stock-Based Compensation." Under SFAS No. 148, the Company is required to disclose in the interim financial statements the method of accounting for stock-based employee compensation and the effect of the method used on reported results. In 2003, the Company continues to apply Accounting Principles Board Opinion (APB) No. 25 and related interpretations in accounting for stock-based compensation plans. APB No. 25 requires the use of the intrinsic value method, which measures compensation cost as the excess of the quoted market price of the stock at the date of grant over that amount an employee must pay to acquire the stock. As the exercise price equaled the fair market value on the date of grant, no compensation expense has been rec ognized for the Wrigley Stock Option program. The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock compensation plans.

Second Quarter
Three Months Ended

Second Quarter
Six Months Ended

6/30/2003

6/30/2002

6/30/2003

6/30/2002

Net earnings as reported

$

125,930

109,967

222,949

195,299

Add:

Stock-based compensation expense
included in net earnings, net of tax

$

1,917

1,577

4,189

2,712

Deduct:

Total stock-based compensation expense
under fair value method all awards,
net of tax

$

(5,515)

(4,264)

(11,070)

(7,587)

Pro forma net earnings

$

122,332

107,280

216,068

190,424

Basic and diluted earnings per share
          As reported
          Pro forma

$

0.56
0.54

0.49
0.48

0.99
0.96

0.87
0.85

All amounts in thousands except per share values.

5

Three Months Ended
June 30,

Six Months Ended
June 30,

2003

2002

2003

2002

Advertising

12.3%

13.7%

12.5%

13.8%

Merchandising and Promotion/Other

6.5%

5.2%

6.5%

5.0%

   Total Brand Support

18.8%

18.9%

19.0%

18.8%

Selling and Other Marketing

9.7%

9.3%

10.0%

9.7%

General and Administrative

8.3%

8.1%

8.4%

8.4%

   Total

36.8%

36.3%

37.4%

36.9%

"Other" expenses reported in merchandising and promotion include brand research spending and royalty fees paid to third parties.

8

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf

by the undersigned thereunto duly authorized.

WM. WRIGLEY JR. COMPANY

(Registrant)

By

/s/ Reuben Gamoran               

Reuben Gamoran
Vice President and Controller
Authorized Signatory and Chief Accounting Officer

Date   August 14, 2003

I, William Wrigley, Jr., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of the Wm. Wrigley Jr. Company;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of June 30, 2003 (the "Evaluation Date"); and

c)

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control; and

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  August 14, 2003

/s/  William Wrigley, Jr.                         

William Wrigley, Jr.
President and Chief Executive Officer

14

I, Ronald V. Waters, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of the Wm. Wrigley Jr. Company;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of June 30, 2003 (the "Evaluation Date"); and

c)

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control; and

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  August 14, 2003

/s/  Ronald V. Waters                                

Ronald V. Waters
Senior Vice President and Chief Financial Officer

15

(32)  SECTION 1350 CERTIFICATIONS

(32)(a)   Certification of Mr. William Wrigley, Jr., pursuant to Section 1350 of Chapter 63 of Title 8 of the United
                    States Code

I, William Wrigley, Jr., the Chief Executive Officer of Wm. Wrigley Jr. Company (the "Company"), certify that to the best of my knowledge:

(i)

the Quarterly Report of the Company on the Form 10-Q, dated August 14, 2003, for the period ended June 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)

the information contained in the said Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  William Wrigley, Jr.                         

William Wrigley, Jr.
President and Chief Executive Officer

Dated the 14^th day of August, 2003

(32)  SECTION 1350 CERTIFICATIONS