Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT

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

                      July 25, 1994  (July 25, 1994)
- ---------------------------------------------------------------------------
             Date of Report (Date of earliest event reported)

                           AMERICAN BRANDS, INC.
- ---------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

             Delaware                     1-9076            13-3295276
- ---------------------------------------------------------------------------
   (State or other jurisdiction        (Commission        (IRS Employer
         of incorporation)             File Number)    Identification No.)

    l700 East Putnam Avenue, Old Greenwich, Connecticut      06870-0811
- ---------------------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code   (203) 698-5000


Item 5.   Other Events.
- ------    ------------

          Registrant's press release dated July 25, 1994 is filed herewith
as Exhibit 20 and is incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.
- ------    ---------------------------------

          (c)  Exhibits.

               20.  Press release of Registrant dated July 25, 1994.

          This Current Report shall not be construed as a waiver of the
right to contest the validity or scope of any or all of the provisions of
the Securities Exchange Act of 1934 under the Constitution of the United
States, or the validity of any rule or regulation made or to be made under
such Act.


          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                        AMERICAN BRANDS, INC.

                                        By      Robert L. Plancher
                                          Robert L. Plancher
                                          Senior Vice President
                                             and Chief Accounting Officer

Date:  July 25, 1994

                               EXHIBIT INDEX

Exhibit                                              Numbered Page
- -------                                              -------------

    20.   Press release of Registrant dated
          July 25, 1994.

                                            FOR IMMEDIATE RELEASE

                                   Contact:  Roger W. W. Baker
                                             (203) 698-5148

                                             Daniel A. Conforti
                                             (203) 698-5132


Old Greenwich, CT, July 25 -- American Brands, Inc. today
announced that net income for the quarter ended June 30, 1994
rose 8% to $164 million, or 81 cents per Common share, from $151
million, or 75 cents per share, for the second quarter of 1993. 
Fully diluted earnings per share rose 10% to 80 cents.  Revenues
were up 15% to $3.3 billion.
     For the six months, net income was $313 million, or $1.55
per share.  This compared with net income of $197 million, or 98
cents per share, and income before accounting changes of $398
million, or $1.97 per share, last year.  Last year's first
quarter included the one-time charges related to the adoption of
FAS 106 and 112.  Revenues for the six months of $6.5 billion
approximated last year's level.
     The effective income tax rate for the quarter was 31.3%,
compared with 36.0% a year ago.  The decline in rate for the
quarter was caused primarily by the reversal of tax provisions no
longer required, which more than offset the impact of an increase
in the U.S. federal tax rate.  For the six months, the effective
rate was 36.7% versus 34.3% last year.  
     Chairman and Chief Executive Officer William J. Alley said: 
"Our operations achieved broad profit gains during the second
quarter, though overall results continued to be adversely
affected by last summer's sharp reduction in U.S. cigarette
prices.  Our international tobacco, distilled spirits, hardware
and home improvement and golf businesses all posted record
operating company contribution in the quarter.  Office products
achieved another solid gain, and, excluding investment gains and
losses, life insurance was also well ahead.
     "We have continued to move aggressively to focus our
financial and management resources to enhance shareholder value. 
In April, we announced an agreement to sell The American Tobacco
Company to B.A.T Industries, p.l.c. for $1 billion, and that
transaction is currently undergoing antitrust review by the
Federal Trade Commission.  Earlier this month, we announced the
sale of the Dollond & Aitchison optical group for $146 million.  
     "For our tobacco operations, overall contribution rose 21%
in the second quarter, led by a more than two-fold (111%)
increase for U.K.-based Gallaher Tobacco.  Total cigarette unit
sales were up 37% in the quarter and 4% for the six months.  The
sharp increase in the quarter reflected volume distortions caused
by a change last year in the timing of the U.K. government budget
as well as significant volume and share gains for The American
Tobacco Company.  
     "Cigarette unit sales at Gallaher increased 68% overall in
the quarter, with U.K. volume up 44%.  Exports were up nearly
three-fold as a result of increased shipments to the C.I.S. as
well as the inclusion of Benson and Hedges shipments to Europe. 
Gallaher's estimated share of U.K. consumer sales was
approximately 40% -- unchanged from the first quarter.  Gallaher
also achieved an increase in operating company contribution
     "The American Tobacco Company continued to recover well from
last year's extraordinary changes in the industry, even though
contribution declined 23% compared with last year's second
quarter.  This decline reflected the ongoing impact of sharp
industrywide price reductions last summer.  American's U.S.
cigarette unit volume rose 15% and 14% for the quarter and six
months, respectively, compared with industry increases of 11% and
10%, respectively, resulting in significant market share gains. 
For the six months, market share increased to 7.2% from 6.9%, its
best first half performance in six years.  Industry volume
comparisons this year have been distorted by year-end shipment
patterns, and competition remains intense.  For the 12 months
through June, industry volume declined 0.6%, and American Tobacco
held its share.
     "American Tobacco's premium brands, led by Carlton, posted
an overall volume increase of 8% in the quarter.  Total price-
value brand volume was up 20%, with substantial volume and share
gains for Montclair and Misty.  For the six months, American's
price-value brand volume was up 23%, compared with a decline of
10% for the industry.  
     "Contribution from distilled spirits, our second largest
core business, edged ahead to a record in the quarter.  Results
in both the U.S. and U.K. markets have been adversely affected by
exceptional competitive activity and, in the U.S., by Jim Beam
Brands' encouraging its wholesale customers in the first quarter
to draw down their inventories.
     "In this situation, Beam, which is the second largest
spirits company in the U.S., achieved a contribution increase
through expense controls as well as a very strong performance
internationally.  Beam's international branded case sales rose
22% for the quarter, and profits were substantially higher.  In
the U.S., case sales declined 13%, but estimated depletions were
down only 3%.  Case sales at Whyte & Mackay, which is the number
three scotch whisky business worldwide, increased sharply as a
result of the inclusion of Invergordon.  
     "Franklin Life's contribution excluding investment gains and
losses was up 13%, due to lower death benefits and a change in
policyholder dividend schedules.  However, including investment
gains and losses, contribution declined 50%.  Franklin had $21
million in investment gains in last year's quarter, principally
bond calls, while this year's quarter had $11 million of
investment losses, principally trading securities.  As previously
noted, FAS 115, which was effective January 1, 1994, mandates
that Franklin's trading securities portfolio be "marked to
market" reflecting market fluctuations.  The required accounting
adds volatility to Franklin's reported results.  
     "Benefiting from significant investments in customer service
and new products, the MasterBrand hardware and home improvement
group had an excellent quarter, with record revenues and
contribution overall and for each of its four companies.  Moen,
which accounts for more than half of MasterBrand's revenues and
contribution, achieved solid gains in both, reflecting the
success of its new marketing programs, strong acceptance of new
faucet lines introduced in 1993, the robust first half
housing/remodeling market and improved productivity.  Master Lock
continued to gain distribution for its door hardware line, and,
with strong volume gains from exceptionally successful new
products, Aristokraft has strengthened its position as the second
largest manufacturer of kitchen and bath cabinets in the U.S. 
     "The ACCO World office products group, which is the industry
leader, also had a fine quarter, with record revenues and a 10%
increase in contribution.  ACCO continued to gain share in most
major markets, and, reflecting effective expense controls, its
operating margin again improved.  Overseas, strong profit
increases were achieved,  particularly in the U.K. and Australia,
reflecting solid sales gains as well as the benefit of ongoing
restructuring programs.  ACCO has continued to achieve
significant share increases in the fast-growing retail channels,
and it is well positioned for further growth.
     "The Titleist and Foot-Joy golf group had another record
quarter, with revenues and contribution each up 14%, and it
increased its share of golf ball and golf shoe industry sales. 
Titleist, with the number 1 ball in golf, achieved a 7% increase
in top grade unit sales for the six months, and Foot-Joy, the
number 1 golf shoe, posted a 17% volume increase.  Overall,
contribution for specialty businesses declined slightly,
reflecting, in part, lower contribution from the Dollond &
Aitchison optical group, which was sold in July.
     "Looking ahead, we are encouraged by the broad strength of
our operations.  With the exception of The American Tobacco
Company and Franklin's investment gains and losses, each of our
principal operations achieved contribution growth in the second
     "The American Tobacco Company, whose earnings will continue
to be consolidated in American Brands' overall results pending
consummation of the sale, is benefiting from higher units,
restructuring, lower promotional expenses and a November 1993
price increase.  Following last year's sharp price reductions and
despite fierce competition in the marketplace, we have been
pleased that contribution increased in each of the past three
quarters compared with the prior quarter.  Although contribution
for the first six months was 35% below last year's, comparisons
will be easier in the second half, and we remain hopeful that
full year contribution for American Tobacco will exceed the 1993
     "Gallaher Tobacco has a powerful position as the number 1
tobacco company in the U.K., with approximately 40% of the
cigarette market.  Although Gallaher continues to contend with
intense competition, we are encouraged by its recent performance
in spite of distortions related to the change in timing of the
U.K. government budget.  Last year's third quarter benefited from
buying by the trade in anticipation of a manufacturer's price
increase, so quarterly comparisons may continue to be somewhat
distorted, and, as previously noted, we believe that attaining
profit growth for the full year will be challenging. 
     "Half our operating company contribution is derived from our
nontobacco businesses, and these businesses are generally
performing well.  In distilled spirits, we are strongly
positioned with the second largest spirits company in the U.S.,
one of the top three scotch whisky companies in the world and a
growing position in international markets.  As previously noted,
there is likely to be volatility in quarter-to-quarter
comparisons through the year related to changing trade practices
at Jim Beam Brands and last year's acquisition of Invergordon by
Whyte & Mackay.  In spite of competitive conditions in both home
markets creating pressure on pricing and margins, we continue to
anticipate that contribution for Beam as well as contribution for
our overall distilled spirits core business are likely to
approximate last year's level.  At Franklin Life, the underlying
insurance operations should continue to perform well, but
investment gains totaled $54 million in the last half of 1993,
and FAS 115 could add further period-to-period volatility.  
     "In markets around the world, competitive conditions remain
intense.  As we have noted in our last three quarterly earnings
releases, unfavorable overall profit comparisons may well result
for the year 1994, though we are encouraged by the recent
strength of our operations.  
     "Finally, the pending sale of The American Tobacco Company
and the recent sale of Dollond & Aitchison highlight our ongoing
restructuring of American Brands.  We will continue to move
decisively to capitalize on opportunities created by fast-
changing market conditions, and our strategy could include
further restructurings, dispositions as well as acquisitions. 
Most fundamentally, we have a continued and firm resolve to
aggressively build value for our shareholders, and we are
optimistic about our long-term prospects."
     American Brands is a global consumer products holding
company with core businesses in tobacco, distilled spirits, life
insurance, hardware and home improvement products and office
products as well as a substantial position in golf products. 
Each has brand name leaders in its industry.
     The international tobacco business, Gallaher Tobacco, is the
number 1 tobacco company in the U.K. and has an expanding
presence on the European continent.  Gallaher's major brands
include Benson and Hedges and Silk Cut.  
     In the U.S., The American Tobacco Company's major brands
include Carlton, Pall Mall, Tareyton, Lucky Strike, Montclair,
Misty, Private Stock, Prime and Summit.
     In distilled spirits, leading brands include Jim Beam and
Old Grand-Dad bourbons, DeKuyper and Leroux cordials and
liqueurs, Glayva Scotch liqueur, Windsor and Lord Calvert
Canadian whiskies, Kessler American Blended Whiskey, Gilbey's gin
and vodka, Kamchatka, Wolfschmidt and Vladivar vodkas and Ronrico
rum along with The Dalmore, The Claymore, Whyte & Mackay Special
Reserve, and Isle of Jura Scotch whiskies.  Life insurance is
sold by The Franklin group of companies.  The MasterBrand
Industries hardware and home improvement business includes Moen,
Master Lock, Aristokraft and Waterloo.  The ACCO World office
products group includes Swingline, Wilson Jones, Day-Timers and
substantial international operations, including Rexel and
Twinlock.  Specialty products include Titleist, Pinnacle and
Foot-Joy golf products and, in the U.K., Gallaher's Prestige
housewares line and Forbuoys retailing.
                           #    #    #
                              AMERICAN BRANDS, INC.
                     (In millions, except per share amounts)

                                                  Three Months Ended June 30,  
                                                 1994        1993     % Change 
  Tobacco Products (1)(2)                   
    International                             $1,215.4      $815.4       49.1  
    Domestic (3)                                 405.6       419.4       (3.3) 
                                              ---------   ---------    ------- 
      Total Tobacco                            1,621.0     1,234.8       31.3  
  Distilled Spirits (1)(4)                       292.9       289.3        1.2  
  Life Insurance (5)                             237.1       267.3      (11.3) 
  Hardware and Home                         
    Improvement Products                         309.0       259.8       18.9  
  Office Products                                232.7       216.5        7.5  
  Specialty Businesses (6)                       585.3       578.3        1.2  
                                              ---------   ---------    ------- 
       Total                                   3,278.0     2,846.0       15.2  
                                              =========   =========    ======= 
Operating Company Contribution              
  Tobacco Products (2)                      
    International                                 94.1        44.6      111.0  
    Domestic (3)                                  70.2        90.7      (22.6) 
                                              ---------   ---------    ------- 
      Total Tobacco                              164.3       135.3       21.4  
  Distilled Spirits (4)                           53.2        52.0        2.3  
  Life Insurance (5)                              27.7        55.6      (50.2) 
  Hardware and Home                         
    Improvement Products                          52.7        46.7       12.8  
  Office Products                                 12.5        11.4        9.6  
  Specialty Businesses (6)                        37.8        38.4       (1.6) 
                                              ---------   ---------    ------- 
       Total                                     348.2       339.4        2.6  
                                              =========   =========    ======= 
Amortization of Intangibles                       26.8        22.9       17.0  
                                              ---------   ---------    ------- 
Operating Income                                 321.4       316.5        1.5  
                                              ---------   ---------    ------- 
Interest and Related Charges                      59.7        61.8       (3.4) 
Corporate Admin. Expenses                         21.0        19.2        9.4  
Other Expenses (Income), Net                       2.2        (1.0)     320.0  
                                              ---------   ---------    ------- 
       Total                                      82.9        80.0        3.6  
Income Before Income Taxes                       238.5       236.5        0.8  
Income Taxes                                      74.6        85.2      (12.4) 
                                              ---------   ---------    ------- 
Income Before Accounting Changes                 163.9       151.3        8.3  
Accounting Changes, Net of Taxes (7)                 0           0        0.0  
                                              ---------   ---------    ------- 
Net Income                                       163.9       151.3        8.3  
                                              =========   =========    ======= 
Earnings per Common Share                   
    Income Before Accounting Changes             $0.81       $0.75        8.0  
    Accounting Changes, Net of Taxes (7)         $0.00       $0.00        0.0  
                                              ---------   ---------    ------- 
    Net Income                                   $0.81       $0.75        8.0  
  Fully diluted                             
    Income Before Accounting Changes             $0.80       $0.73        9.6  
    Accounting Changes, Net of Taxes (7)         $0.00       $0.00        0.0  
                                              ---------   ---------    ------- 
    Net Income                                   $0.80       $0.73        9.6  
Average Common Shares Outstanding                201.8       201.7        0.0  
                               AMERICAN BRANDS, INC.
                     (In millions, except per share amounts)

                                                  Six Months Ended June 30,    
                                                 1994        1993     % Change 
  Tobacco Products (1)(2)                   
    International                             $2,545.7    $2,704.7       (5.9) 
    Domestic (3)                                 782.1       826.9       (5.4) 
                                              ---------   ---------    ------- 
      Total Tobacco                            3,327.8     3,531.6       (5.8) 
  Distilled Spirits (1)(4)                       533.5       535.9       (0.4) 
  Life Insurance (5)                             484.4       509.2       (4.9) 
  Hardware and Home                         
    Improvement Products                         598.3       518.6       15.4  
  Office Products                                465.6       444.9        4.7  
  Specialty Businesses (6)                     1,116.6     1,043.4        7.0  
                                              ---------   ---------    ------- 
       Total                                   6,526.2     6,583.6       (0.9) 
                                              =========   =========    ======= 
Operating Company Contribution              
  Tobacco Products (2)                      
    International                                220.3       209.7        5.1  
    Domestic (3)                                 125.6       193.2      (35.0) 
                                              ---------   ---------    ------- 
      Total Tobacco                              345.9       402.9      (14.1) 
  Distilled Spirits (4)                           91.6        96.9       (5.5) 
  Life Insurance (5)                              67.9       109.5      (38.0) 
  Hardware and Home                                     
    Improvement Products                         101.3        91.3       11.0  
  Office Products                                 31.9        29.8        7.0  
  Specialty Businesses (6)                        64.6        62.7        3.0  
                                              ---------   ---------    ------- 
       Total                                     703.2       793.1      (11.3) 
                                              =========   =========    ======= 
Amortization of Intangibles                       53.5        45.8       16.8  
                                              ---------   ---------    ------- 
Operating Income                                 649.7       747.3      (13.1) 
                                              ---------   ---------    ------- 
Interest and Related Charges                     121.1       123.7       (2.1) 
Corporate Admin. Expenses                         28.7        24.2       18.6  
Other Expenses (Income), Net                       4.9        (6.7)     173.1  
                                              ---------   ---------    ------- 
       Total                                     154.7       141.2        9.6  
Income Before Income Taxes                       495.0       606.1      (18.3) 
Income Taxes                                     181.9       207.7      (12.4) 
                                              ---------   ---------    ------- 
Income Before Accounting Changes                 313.1       398.4      (21.4) 
Accounting Changes, Net of Taxes (7)               0.0      (201.0)     100.0  
                                              ---------   ---------    ------- 
Net Income                                       313.1       197.4       58.6  
                                              =========   =========    ======= 
Earnings per Common Share                   
    Income Before Accounting Changes             $1.55       $1.97      (21.3) 
    Accounting Changes, Net of Taxes (7)          0.00       (0.99)     100.0  
                                              ---------   ---------    ------- 
    Net Income                                   $1.55       $0.98       58.2  
  Fully diluted                             
    Income Before Accounting Changes             $1.52       $1.91      (20.4) 
    Accounting Changes, Net of Taxes (7)          0.00       (0.95)     100.0  
                                              ---------   ---------    ------- 
    Net Income                                   $1.52       $0.96       58.3  
Average Common Shares Outstanding                201.8       201.8        0.0  

                                                        (NOTES   FOLLOW)       

                        AMERICAN BRANDS, INC.


(1) Federal and foreign excise taxes included in revenues for the
    three months and six months ended June 30 are as follows (in

                             Three Months           Six Months
                            1994       1993       1994      1993
                            ----       ----       ----      ----
    Tobacco Products
      International      $  921.5     $611.6   $1,949.8   $2,073.0
      Domestic              116.4       92.3      212.7      177.3
    Distilled Spirits       115.4      120.8      206.1      226.4
                         --------     ------   --------   --------
                         $1,153.3     $824.7   $2,368.6   $2,476.7
                         ========     ======   ========   ========

(2) On June 30, 1993, the Benson and Hedges European cigarette
    trademark was acquired from B.A.T Industries, PLC in exchange
    for certain overseas trademarks of The American Tobacco Company. 
    The results from the Benson and Hedges trademark are included in
    international tobacco from the date of acquisition.  As part of
    the transaction, a pretax gain of $25.5 million was recognized
    in the domestic tobacco product line.

(3) On April 26, 1994, the Company entered into an agreement for the
    sale of The American Tobacco Company to B.A.T Industries, PLC
    for a price of $1 billion, which would be largely tax free.  The
    transaction is subject to review by government antitrust
    agencies and other conditions.  The proceeds from the sale could
    be used for share purchases, debt reduction, strategic
    acquisitions or other general corporate purposes.  

(4) During the fourth quarter of 1993, Whyte & Mackay, a subsidiary
    of Gallaher Limited, completed its acquisition of Invergordon
    Distillers Group PLC by purchasing the remaining outstanding
    shares.  Operations were consolidated from  December 1, 1993.

(5) On December 31, 1993, the Company elected early adoption of FAS
    115, "Accounting for Certain Investments in Debt and Equity
    Securities," under which trading securities purchased with the
    intent of being sold in the near term are carried at fair value
    and the applicable unrealized gains and losses are recorded in
    net income.

(6) On July 12, 1994, the Company announced the sale of the Dollond
    & Aitchison Group PLC, a subsidiary of Gallaher Limited, for
    approximately 94 million pounds (approximately $146 million).

(7) Effective January 1, 1993, the Company adopted FAS 106,
    "Employers' Accounting for Postretirement Benefits Other Than
    Pensions," requiring accrual of the expected costs during the
    years that employees render the service that qualifies them for
    coverage.  Also, effective  January 1, 1993,  the Company
    adopted FAS 112, "Employers' Accounting for Postemployment
    Benefits," requiring accrual of the expected costs of benefits
    provided to former or inactive employees after employment but
    before retirement.

                        AMERICAN BRANDS, INC.


(7) (continued)

    The initial effects of adopting these statements were recorded
    as cumulative changes in accounting principles as follows (in
    millions, except per share amounts):

                                 FAS Statements No.
                                    106      112         Total
                                  ------    -----       -------
    Pretax charges                $310.0    $15.0        $325.0
    Income taxes                   119.0      5.0         124.0
    Net loss                      $191.0    $10.0        $201.0
                                  ------    -----        ------
    Net loss per Common share       $.94     $.05          $.99
                                    ====     ====          ====

(8) The American Tobacco Company subsidiary and other tobacco
    manufacturers are defendants in various actions based upon
    allegations that human ailments have resulted from tobacco use. 
    While it is not possible to predict the outcome of the pending
    litigation or the effect of such litigation on the results of
    operations for any period, management believes that there are
    meritorious defenses to the pending actions and that the pending
    actions will not have a material adverse effect upon the
    financial  condition of the Company.  Such actions are being
    vigorously defended.

                              AMERICAN BRANDS, INC.
                                  (In millions)

                                                   June 30,     December 31,
                                                    1994           1993
      Assets                                     (Unaudited)
 Consumer Products and Corporate
   Current Assets
      Accounts Receivable, Net                    $1,339.9       $1,241.6  
      Inventories                                  1,765.9        2,043.2  
      Other Current Assets                           387.6          448.3  
                                                  --------       --------  
        Total Current Assets                       3,493.4        3,733.1  

   Property, Plant and Equipment, Net              1,465.5        1,472.1  
   Intangibles Resulting From Business       
     Acquisitions                                  3,626.6        3,637.9  
   Other Assets                                      413.5          379.4  
                                                  --------       --------  
        Total Consumer Products and          
         Corporate Assets                          8,999.0        9,222.5  

 Life Insurance                              
   Investments                                     6,089.4        5,808.8  
   Other Assets                                    1,129.9        1,307.7  
                                                  --------       --------  
        Total Life Insurance Assets                7,219.3        7,116.5  

 Total Assets                                    $16,218.3      $16,339.0  
                                                 =========      =========  
      Liabilities and Stockholders' Equity   

 Consumer Products and Corporate             
   Current Liabilities                       
      Short-Term Debt                               $881.8       $1,182.9  
      Other Current Liabilities                    2,104.8        1,974.8  
                                                  --------       --------  
        Total Current Liabilities                  2,986.6        3,157.7  

   Long-Term Debt                                  2,312.9        2,492.4  
   Other Long-Term Liabilities                       641.8          645.0  
                                                  --------       --------  
        Total Consumer Products and          
         Corporate Liabilities                     5,941.3        6,295.1  

 Life Insurance                              
   Policy Reserves and Claims                      2,632.9        2,553.4  
   Investment-Type Contract Deposits               2,801.2        2,732.3  
   Other Liabilities                                 439.2          486.8  
                                                  --------       --------  
        Total Life Insurance Liabilities           5,873.3        5,772.5  

 Stockholders' Equity                              4,403.7        4,271.4  

 Total Liabilities and Stockholders' Equity      $16,218.3      $16,339.0  
                                                 =========      =========