UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES AND~~WASHINGTON, ~~EXCHANGE~~D.C. ~~COMMISSION~~20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~ ~~to Section~~ May 13, ~~OR 15~~2008 (d)Date of ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~Earliest ofEvent ~~1934~~Reported))

~~Date of~~WM.WRIGLEY ~~Report~~JR. ~~(Date of earliest event reported): April 28, 2008~~COMPANY

~~WM.~~ (Exact ~~WRIGLEY~~Name ~~JR.~~of ~~COMPANY~~Registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


DELAWARE	1-800	36-1988190

(State or Other	(Commission	(IRS Employer
Jurisdiction of Incorporation)	File Number)	Identification Number)

Delaware	1-800	36-1988190
410 North Michigan Avenue
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Chicago, Illinois	60611
(Address of principal executive Offices)	(Zip Code)

~~410 North Michigan Avenue, Chicago, Illinois 60611~~ (~~Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (~~312) 644-2121 ~~Not Applicable (Former name or former address, if changed since last report)~~

~~Check the~~(Registrant’s ~~appropriate~~Telephone ~~box~~Number, ~~below~~Including ifArea ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Code)

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~x Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a-12 under~~ satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~240~~A.~~14d-~~2~~(b))~~. ~~o Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~under the Exchange Act (17 CFR 240.13e-4(c))~~:

~~Item 1.01~~o ~~Entry~~Written ~~into~~communications apursuant ~~Material~~to ~~Definitive Agreement~~Rule 425 under the Securities Act (17 CFR 230.425)

~~On April~~o ~~28,~~Soliciting ~~2008,~~material Wm. Wrigley Jr. Company (the “Company”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Mars, Incorporated (“Mars”), New Uno Holdings Corporation (“Holdings”) and New Uno Acquisition Corporation (“Merger Sub”), pursuant to ~~which~~Rule ~~Merger Sub will merge with and into the Company (the “Merger”). The Merger Agreement provides that, following the Merger, the Company will operate as a separate, stand~~14a-~~alone business~~12 ~~unit~~ under ~~Mars. The Board of Directors of~~ the ~~Company~~Exchange ~~has~~Act ~~unanimously approved~~(17 ~~the~~CFR ~~Merger Agreement, upon the terms and conditions set forth in the Merger Agreement~~240.14a-12)

~~Pursuant to~~o ~~the~~Pre-commencement ~~terms~~communications ofpursuant ~~the Merger Agreement and subject~~ to ~~the~~Rule conditions thereof, stockholders of the Company will be entitled to receive $80.00 in cash for each share of the Company’s common stock and Class B common stock. Also, each outstanding Company stock option will fully vest and be converted into an amount in cash equal to the product of 14d-2(ib) ~~the~~under ~~excess, if any, of $80.00 over~~ the ~~per~~Exchange ~~share~~Act ~~exercise price of the stock option multiplied by~~ (~~ii)~~17 ~~the~~CFR ~~total number of shares of Company common stock subject to the stock option~~240. In addition, each outstanding restricted share award will fully vest and be converted into the right to receive $80.00 per restricted share in cash. Each notional share under any deferred compensation plan will be converted into the right to receive $80.00 per notional share. Each outstanding stock unit award granted under the Company's Long Term Stock Grant Program will be converted into the right to receive an amount equal in cash to the product of 14d-2(xb) ~~the number of shares subject to such stock unit, to the extent earned and satisfying the applicable performance conditions at the effective time of the Merger and (y~~) $80.00. Each outstanding restricted stock unit award that is subject to time-based vesting conditions will be converted into the right to receive $80.00 in cash per restricted stock unit, to the extent vested by its terms at the effective time of the Merger. All of the foregoing amounts are without interest and less applicable withholding taxes.

~~The Merger~~o ~~Agreement~~Pre-commencement ~~may~~communications bepursuant ~~terminated under certain circumstances, including, subject~~ to ~~the~~Rule ~~terms~~13e-4(c) of the Merger Agreement, if the Company’s Board of Directors determines to accept an unsolicited superior proposal, provided that Holdings has first been given notice and the opportunity to make an offer that results in the proposal no longer being a superior proposal. The Merger Agreement provides that if the Merger Agreement is terminated under ~~certain circumstances,~~ the ~~Company~~Exchange ~~will~~Act be(17 ~~required~~CFR ~~to pay Holdings a termination fee of $690 million~~240. ~~If the Merger Agreement is terminated under certain other circumstances, Mars will be required to pay the Company a termination fee equal to $1 billion.~~13e-4(c))

~~Consummation of~~ITEM ~~the Merger is subject to various conditions, including~~ 5.02(ie). ~~approval~~Departure of ~~the Merger~~Directors ~~by the Company’s stockholders, (ii) expiration~~ or ~~termination~~Principal ofOfficers; ~~the applicable~~Election ~~waiting period under the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976, as amended, (iii) receipt of all required approvals by the European~~Directors; ~~Commission~~Appointment ~~applicable to the Merger, (iv) receipt~~ of ~~all~~Certain ~~required~~Officers; ~~approvals,~~Compensatory ~~or termination~~Arrangements ~~or expiration~~ of ~~any~~Certain ~~applicable waiting periods, under any antitrust laws applicable to the Merger in certain other jurisdictions and (v) other customary closing conditions~~Officers.

~~The foregoing~~ (e) ~~description~~Compensatory ofArrangements ~~the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy~~ of ~~which~~ isCertain ~~filed as Exhibit 2~~Officers.~~1 hereto and is incorporated herein by reference.~~

~~The Merger~~ On ~~Agreement~~May 13, ~~has~~2008, ~~been~~the ~~included~~Compensation toCommittee ~~provide~~of ~~investors~~Wm. ~~and~~Wrigley ~~security~~Jr. ~~holders with~~Company ~~information~~(the ~~regarding~~“Company”) approved ~~its~~awards ~~terms.~~of Itrestricted isstock ~~not~~units ~~intended~~ to ~~provide~~the ~~any~~named ~~other factual~~executive ~~information~~officers ~~about~~of the Company. ~~The~~William Wrigley, ~~representations~~Jr., ~~warranties~~Executive Chairman and ~~covenants~~ ~~contained~~Chairman inof the ~~Merger~~Board, ~~Agreement~~received ~~were~~an ~~made~~award ~~only~~covering ~~for purposes of that~~45,000 ~~agreement~~shares ~~and as~~ of ~~specific dates, were solely for~~ the ~~benefit~~Company’s ofCommon ~~the~~Stock; ~~parties to~~William ~~the~~D. ~~Merger Agreement~~Perez, President and ~~may~~Chief beExecutive ~~subject~~Officer, received toan ~~limitations~~award ~~agreed~~covering ~~upon by the contracting parties~~49,000 ~~including~~shares ~~being~~of ~~qualified by confidential disclosures made for~~ the ~~purposes~~Company’s ofCommon ~~allocating~~Stock; ~~contractual~~Reuben ~~risk~~Gamoran, ~~between~~Senior ~~the parties to the~~Vice ~~Merger~~President ~~Agreement~~and ~~instead~~Chief ofFinancial ~~establishing these matters as facts~~Officer, ~~and~~received ~~may~~an ~~be subject~~award tocovering ~~standards~~8,770 shares of ~~materiality applicable to~~ the ~~contracting parties that~~Company’s ~~differ~~Common ~~from~~Stock; ~~those~~Peter ~~applicable to investors~~R. ~~Investors~~Hempstead, ~~are~~Senior ~~not~~Vice ~~third-party beneficiaries~~President ~~under~~Worldwide ~~the~~Development ~~Merger~~& ~~Agreement~~New ~~and~~Business, received ~~should~~an ~~not~~award ~~rely~~covering ~~on the representations~~11,260 ~~warranties~~shares ~~and covenants or any descriptions thereof as characterizations~~ of the ~~actual~~Company’s ~~state~~Common ofStock; ~~facts~~and orDushan ~~condition of the Company~~Petrovich, ~~Mars,~~Senior ~~Holdings,~~Vice ~~Merger~~President ~~Sub~~and orChief ~~any~~Administrative ofOfficer, ~~their~~received ~~respective~~an ~~subsidiaries~~award ~~or affiliates.~~covering ~~Moreover~~11,260 ~~information~~shares ~~concerning the subject matter~~ of ~~the~~ ~~representations and warranties may change after~~ the ~~date of the Merger Agreement, which subsequent information may or may not be fully reflected in the~~ Company’s ~~public~~Common ~~disclosures~~Stock.

~~Item~~ These restricted stock unit awards vest in four equal annual installments; provided that, at 3the Effective Time (as defined in the Company’s Agreement and Plan of Merger (the “Merger Agreement”), dated April 28, 2008, with Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation), these awards would become vested on a pro rata basis based on the total number of days that have elapsed from the date of grant to the Effective Time relative to the total number of days between the date of grant and the fourth anniversary thereof, and any then-unvested portion of the award would lapse and be cancelled at the Effective Time.03 Additionally, ~~Material~~these ~~Modification~~restricted stock unit awards would vest in full in the event of the named executive officer’s death or disability, or retirement (but only for a retirement that occurs following termination of the Merger Agreement wherein the merger transaction contemplated by the Merger Agreement is not consummated). In the event such retirement occurred prior to ~~Rights~~December 31, 2008, a pro rata portion of ~~Security~~the ~~Holders~~restricted stock unit award would be forfeited based on the percentage of the 2008 calendar year employed.

~~In connection~~ On ~~with~~May 13, 2008, the ~~Merger~~Compensation ~~Agreement,~~Committee of the Company ~~entered~~also ~~into~~approved ancash ~~Amendment~~bonus toretention ~~Rights~~opportunities ~~Agreement,~~for ~~dated~~these assame ofexecutives ~~April~~(other 27than Mr. Hempstead) which provide that, ~~2008~~for (each such executive who remains employed with the ~~“Amendment”)~~Company through the Effective Time, ~~amending~~the ~~certain~~executive ~~provisions~~would ofbe awarded a cash bonus opportunity calculated based on the ~~Rights~~number ~~Agreement~~of bysuch ~~and~~restricted ~~between~~stock units that were not vested at the ~~Company~~Effective Time and ~~ComputerShare~~that lapsed and were cancelled at the ~~Trust~~Effective ~~Company~~Time Nas described above.A. ~~(as~~The ~~successor~~amount of the cash bonus would be equal to ~~EquiServe~~(a) the number of units that lapsed upon the Effective Time, ~~L.P.~~plus (b), the asnumber ~~Rights~~of ~~Agent,~~units ~~dated~~equal to 50% of the ~~June~~total 1restricted stock unit award, ~~2001~~times (the ~~“Rights~~per-share ~~Agreement”)~~merger toconsideration ~~render~~of $80, less applicable withholding. The retention bonuses would be paid on the ~~Rights~~second ~~Agreement~~anniversary of the Effective Time, ~~inapplicable~~subject to continued employment through the ~~Merger,~~second anniversary; provided that if the ~~Merger~~executive’s employment ~~Agreement~~were ~~and~~terminated after the ~~transactions~~Effective Time but prior to the second anniversary of the ~~contemplated~~Effective ~~thereby.~~Time without “cause” (as defined in the

~~The~~2 foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

~~Additional~~executive’s ~~Information~~severance ~~and~~agreement) ~~Where~~or due to death or disability, the retention bonus payment would ~~Find~~be Itmade on an accelerated basis upon such termination.

~~In connection~~ With ~~with~~respect ~~the~~to ~~above-described transactions,~~ the ~~Company~~restricted ~~will~~stock ~~file~~unit ~~with~~award ~~the U.S.~~granted ~~Securities~~to ~~and Exchange Commission a preliminary proxy statement and a definitive proxy statement~~Mr. Hempstead, ~~The~~in ~~proxy~~the ~~statement~~event ~~will~~of ~~be sent to the Company’s~~his ~~stockholders,~~retirement ~~who~~prior ~~are urged~~ to ~~read~~ the ~~proxy~~Effective ~~statement and other relevant materials when they become available~~Time, ~~because~~his ~~they~~restricted ~~will~~stock ~~contain~~unit ~~important information~~award ~~about~~would ~~the~~become ~~above-described transactions. Wrigley investors~~immediately ~~and~~vested, ~~security~~provided ~~holders~~that ~~may~~if ~~obtain~~his ~~free~~retirement ~~copies~~occurs ofprior ~~these~~to ~~documents~~December 31, ~~(when~~2008 ~~they are available)~~ and ~~other~~prior ~~documents~~to ~~filed with~~ the ~~SEC at its website at~~ ~~www.sec.gov. In~~Effective ~~addition~~Time, ~~investors~~he ~~and~~would ~~security~~forfeit ~~holders~~a ~~may~~pro ~~obtain free~~rata ~~copies~~portion of ~~the~~his ~~documents~~restricted ~~filed~~stock ~~with~~unit ~~the~~award ~~SEC~~based byon the percentage ~~Company~~of bythe ~~going~~2008 tocalendar ~~the Company’s~~year ~~Investors~~he ~~page~~was onemployed. ~~its~~Any ~~corporate~~such ~~website~~vested atamount ~~www.wrigley.com~~would orbecome bypayable ~~directing~~upon athe ~~request~~earlier toof ~~Wm.~~the ~~Wrigley~~Effective ~~Jr.~~Time ~~Company,~~or ~~410~~in ~~North~~equal ~~Michigan~~installments ~~Avenue, Chicago,~~on ~~Illinois 60611~~each –anniversary ~~Attention:~~of ~~Investor~~the ~~Relations~~date of grant.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the above-described transactions Item 9. ~~Information about~~01 ~~the~~FINANCIAL ~~Company~~STATEMENTS ~~and~~AND ~~its directors and officers can be found in the Company’s~~EXHIBITS Proxy Statements and Annual Reports on Form 10-K filed with the SEC, as well as on the Company’s Investors page on its corporate website at www.wrigley.com. Additional information regarding the interests of those persons may be obtained by reading the proxy statement when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
Exhibit
2.1		Agreement and Plan of Merger, dated April 28, 2008, among Wm. Wrigley Jr. Company, Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation
Number		Description
4.1		Amendment to Rights Agreement, dated April 27, 2008, by and between Wm. Wrigley Jr. Company and ComputerShare Trust Company N.A. (as successor to EquiServe, L.P.), as Rights Agent, dated June 1, 2001
10.1		Form of Restricted Stock Unit Agreement for Certain Executive Officers
10.2		Form of Restricted Stock Unit Agreement for Mr. Hempstead
10.3		Form of Executive Cash Bonus Retention Award

~~SIGNATURE~~3

~~Pursuant~~SIGNATURES ~~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 hereunto duly authorized.~~

Date: April 30, 2008	WM. WRIGLEY JR. COMPANY
	By:	/s/ Howard Malovany
	Name:	Howard Malovany
	Title:	Senior Vice President, Secretary and General Counsel

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 hereunto duly authorized.

EXHIBIT INDEX


	WM. WRIGLEY JR. COMPANY

	By:	/s/ Howard Malovany
	Name:	Howard Malovany
	Title:	Senior Vice President, Secretary and General Counsel

Date: May 19, 2008

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated April 28, 2008, among Wm. Wrigley Jr. Company, Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation
4.1		Amendment to Rights Agreement, dated April 27, 2008, by and between Wm. Wrigley Jr. Company and ComputerShare Trust Company N.A. (as successor to EquiServe, L.P.), as Rights Agent, dated June 1, 2001

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