WHITMAN CORP
10-Q/A, 1997-05-15
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q/A
(Mark One)

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

      For the quarterly period ended March 31, 1997

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

      For the transition period from _______ to _______

                        Commission File Number 001-04710

                               WHITMAN CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                            36-6076573
- --------------------------------                        ------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                          Identification Number)


3501 Algonquin Road, Rolling Meadows, Illinois                    60008
- ----------------------------------------------                 ----------
   (Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code (847) 818-5000


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  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                              YES     /x/         NO

As of  April  30,  1997,  the  Registrant  had  101,592,500  outstanding  shares
(excluding treasury shares) of common stock, no par value.




<PAGE>


     This amendment to the  Registrant's  Quarterly  Report on Form 10-Q for the
quarterly period ended March 31, 1997, corrects the number of outstanding shares
(excluding  treasury  shares) of the  Registrant's  common stock as of April 30,
1997, as shown on the facing sheet of Form 10-Q.

                                    SIGNATURE

     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.

                               WHITMAN CORPORATION

Date:       May 15, 1997       By:    /s/  FRANK T. WESTOVER
            ------------              ----------------------
                                      Frank T. Westover
                                      Senior Vice President and Controller 
                                      (As Chief Accounting Officer and Duly 
                                      Authorized Officer of Whitman Corporation)






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