Company Name: Wm. Wrigley Jr. Co.
Public Availability Date: December 5, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]
November 16, 2006

United States Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549

Re: Wm. Wrigley Jr. Company Omission of Stockholder Proposal

Ladies and Gentlemen:

In accordance with Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended, we hereby enclose six copies of the following:

1. A letter dated October 29, 2006 from Robert D. Morse (the "Proponent"), the beneficial owner of at least $2,000 in market value of voting securities of Wm. Wrigley Jr. Company (the "Company"), including the Proponent's proposal for action at the Company's forthcoming annual meeting and the statement of the Proponent in support thereof (collectively, the "Proposal").

2. This statement setting forth the reasons why the Proposal may properly be omitted from the Company's proxy statement (the "Proxy Statement") for the 2007 annual meeting of stockholders of the Company (the "2007 Annual Meeting").

We wish to inform the Division of Corporation Finance (and by copy of this letter, the Proponent) of the intended omission and to explain the reasons for the Company's position.

I. The Proposal

The Proponent has requested that the following Proposal be included in the Proxy Statement pertaining to the 2007 Annual Meeting (the "2007 Proxy Statement"):

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.000 or more in Wm. F. Wrigley Jr. Company stock, propose that the remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, plus any nominal perks. This program is to be applied after any existing programs now in force for options, bonuses, SAR's, etc., have been completed, and severance contracts should be discontinued, as they are also a part of remuneration programs.

The full text of the Proposal is set forth in the letter from the Proponent attached hereto as Exhibit A.

II. Summary

As discussed more fully below, the Company believes that it may properly omit the Proposal from the 2007 Proxy Statement pursuant to Rule 14a-8(h)(3) as the Proponent, or a qualified representative of the Proponent, failed to attend the 2005 annual meeting of stockholders of the Company (the "2005 Annual Meeting") after having submitted a stockholder proposal which was included in the Company's Proxy Statement for the 2005 Annual Meeting. In addition, the Proponent failed to submit the Proposal prior to the deadline for stockholder proposals calculated in accordance with Rule 14a-8(e) and as set forth in the Company's Proxy Statement pertaining to the 2006 annual meeting of stockholders (the "2006 Annual Meeting").

III. The Proposal may be omitted pursuant to Rule 14a-8(h)(3) because the Proponent or a qualified representative failed to attend the 2005 Annual Meeting to present a proposal.

A proponent of a stockholder proposal is required by Rule 14a-8(h)(1) to attend the stockholder meeting to present the proposal, or alternatively, to send a representative who is qualified under state law to present the proposal on the proponent's behalf. Rule 14a-8(h)(3) states that if the proponent (or his or her qualified representative) fails to appear and present the proposal, without good cause, the company will be permitted to exclude all of the proponent's proposals from its proxy materials for any meeting held in the following two calendar years.

The Proponent submitted a proposal (the "2005 Proposal") for inclusion in the Company's proxy materials pertaining to the 2005 Annual Meeting (the "2005 Proxy Statement"). The 2005 Proposal was included as Proposal 4 in the 2005 Proxy Statement ("Proposal 4"). The Proponent failed to attend, and did not send a qualified representative to, the 2005 Annual Meeting to present the 2005 Proposal. The Proponent did not have "good cause" for not attending or being represented by a qualified representative at the 2005 Annual Meeting.

The Proponent then submitted a proposal (concerning the same matter as the Proposal) (the "2006 Proposal") for inclusion in the Proxy Statement pertaining to the 2006 Annual Meeting (the "2006 Proxy Statement"). On October 11, 2005, the Company submitted a letter to the Office of Chief Counsel of the Division of Corporation Finance (the "Division") informing it that the Company intended to exclude the 2006 Proposal from the 2006 Proxy Statement on the grounds that the Proponent failed to attend the 2005 Annual Meeting.

In response, the Company received a letter of the Division dated November 21, 2005, a copy of which is attached hereto as Exhibit B (the "Staff Letter"), notifying the Company that the Division would not recommend enforcement action if the Company excluded the 2006 Proposal from the 2006 Proxy Statement and that the response of the Division was applicable to proposals submitted by the Proponent with respect to any shareholder meetings held during calendar year 2006 and 2007. The Company omitted the 2006 Proposal from the 2006 Proxy Statement. For your reference, a copy of the 2006 Proposal, the 2005 Proposal and Proposal 4 are attached as exhibits to the Staff Letter.

On November 3, 2006, the Company received the Proposal and a request by the Proponent that the Proposal be included in the 2007 Proxy Statement. The 2007 Annual Meeting is scheduled to be held during the 2007 calendar year. Consequently, in accordance with Rule 14a-8(h)(3) and the Staff Letter, the Company believes that the Proposal may be excluded from the 2007 Proxy Statement.

IV. The Proposal may be omitted pursuant to Rule 14a-8(e) because the Proposal was not submitted in a timely manner.

The Proposal may also be omitted from the Company's 2007 Proxy Statement because it was not received on or before the deadline for the submission of stockholder proposals calculated in accordance with Rule 14a-8(e), as stated in the Company's 2006 Proxy Statement.

In accordance with Rule 14a-8(e), shareholder proposals must be received at a company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting. Rule 14a-8(f) provides that the failure of a shareholder to submit a shareholder proposal by the properly calculated deadline is a defect which cannot be remedied. The Division has consistently construed Rule 14a-8(e) as providing that untimely shareholder proposals may be excluded from a company's proxy materials. See, e.g., Torotel, Inc. (November 1, 2006); Dell, Inc. (April 13, 2006).

The Company's 2006 Proxy Statement, which was released to stockholders on February 16, 2006, provided "if any stockholder intends to present a proposal to be considered for inclusion in the Company's proxy material in connection with the 2007 Annual Meeting of Stockholders, the proposal must be ... received by the Secretary of the Company on or before October 19, 2006." The Proposal was dated October 29, 2006 and post-marked October 30, 2006. The Proposal was not received at the Company's principal executive offices until November 3, 2006. Thus, the Proposal was not submitted within the timeframe calculated in accordance with Rule 14a-8(e) and may be excluded from the 2007 Proxy Statement.

V. Conclusion

For the foregoing reasons, the Company believes that the Proposal may be excluded in its entirety from the 2007 Proxy Statement. The Company respectfully requests a determination by the Division of Corporation Finance that it will not recommend enforcement action to the Securities and Exchange Commission if the Company excludes the Proposal from the 2007 Proxy Statement. If you have any questions or need any additional information, please contact the undersigned at (312) 644-2121.

Sincerely,

/s/

Howard Malovany
Vice President, Secretary and General Counsel

HM/RV/eaa

Attachments

cc: Mr. Robert D. Morse (w/Attachments)

[INQUIRY LETTER]
October 28, 2006

Office of The Secretary
Wm. F. Wrigley Jr. Company
410 North Michigan Ave.
Chicago, IL 60611

Dear Secretary:

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, wish to introduce the enclosed Proposal for the Year 2007 Proxy Material I have held.$2000.00 or more in the company's securities over one year and will continue to hold until after the next meeting date.

I can be expected to attend or be represented at the meeting by an alternate selection.

Encl.: Proposal and Reasons

Rhymes for stress relief.

Not part of the presentation.

Sincerely,

Robert D. Morse

/s/

[APPENDIX1]
PROPOSAL

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more in Wm. F. Wrigley Jr. Company stock, propose that the remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, plus any nominal perks. This program is to be applied after any existing programs now in force for options, bonuses, SAR's, etc., have been completed, and severance contracts should be discontinued, as they are also a part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs

REASONS

The limit of one half million dollars in remuneration is far above that needed to enjoy an elegant life-style.

Throughout Corporate history, only a few persons whom have created a corporation now remain in Management. Some descendents have inherited top positions, while most have attained them through recommendations, ability, or influence, not necessarily providing increased earnings for a company. These come from the product or services, its public acceptance, advertising and the workforce.

Due to an unfair removal of the word: "Against" since about Year 1975, and ONLY in the "Vote for Directors" column, Management nominees for that position are rarely defeated, as receiving only as little as one vote guarantees election, and in turn, Directors re-elect management and reward them. The term was devised and incorporated in 6 or 8 states of high company registrations as a state and corporate "Rule". "Right of Dissent" is denied, and shareowners may not vote "No" or "Against" and be counted as such. This unfairness has yet to be corrected by the Commission as requested.

The Ford Motor Company reinstated "Against" several years ago, showing the American Way of proper corporate proxies presentations. Exxon-Mobil has reverted to a majority vote for election of Directors., a fine decision for shareowners!

Thank you, and please vote "YES" for this Proposal. It is for YOUR benefit!

Robert D. Morse

[APPENDIX2]
INFORMATION

Since December 25, 2003, Mrs. Morse returned from Deborah Hospital, Browns Mills, NJ. after receiving a stent implant.

My presence to take diabetes tests, look after medicines prescribed by 3 physicians, and to prepare MOST meals has been required. Therefore, since that time, I have been unavailable to attend shareholder meetings, as required by restrictive S.E.C. Rules Reasons for exceptions are not published after requesting copies: "Each judged on its merits"; "necessity to appear to answer any questions" is -unnecessary- as I am available for contact beforehand and most controlling votes are already tendered

Names of persons to act as alternates are not available, and those published whom are also presenting proposals have their own agenda, and rarely respond to requests to present mine.

"Plurality" voting is restrictive of shareowner's rights, and was only contrived for purpose of electing Directors submitted by Management, and one vote "for" constitutes a win for that person. Ford Motor and ExxonMobil have reverted to majority voting.

Application will still be made to approve printing if non-attendance and subjects claimed to be in error to disallow printing proposal. I will make needed adjustments.

Also applicable to my wife's, Mary's, proposals.

Sincerely,

Robert D. Morse

[STAFF REPLY LETTER]
December 5, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Wm. Wrigley Jr. Company Incoming letter dated November 16, 2006

The proposal relates to compensation.

There appears to be some basis for your view that Wm. Wrigley may exclude the proposal under rule 14a-8(h)(3). We note your representation that Wm. Wrigley included the proponent's proposal in its proxy statement for its 2005 annual meeting, but that neither the proponent nor his representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we will not recommend enforcement action to the Commission if Wm. Wrigley omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Wm. Wrigley relies.

Sincerely,

/s/

Ted Yu
Special Counsel