UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549


                                 FORM 8-K

                              CURRENT REPORT

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




                   October 28, 1994  (October 27, 1994)
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             Date of Report (Date of earliest event reported)



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



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



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



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

                 INFORMATION TO BE INCLUDED IN THE REPORT




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

          Registrant's press release dated October 27, 1994 is filed
herewith as Exhibit 20 and is incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.
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          (c)  Exhibits.
               --------

               20.  Press release of Registrant dated October 27, 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.


                                 SIGNATURE
                                 ---------


          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.
                                        ---------------------
                                             (Registrant)


                                        By   Gilbert L. Klemann, II
                                          --------------------------------
                                          Gilbert L. Klemann, II
                                          Senior Vice President
                                             and General Counsel



Date:  October 28, 1994

                               EXHIBIT INDEX



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


    20.   Press release of Registrant dated
          October 27, 1994.

                                                        EXHIBIT 20
                                                        ----------

                                            FOR IMMEDIATE RELEASE






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

                                             Daniel A. Conforti
                                             (203) 698-5132


    AMERICAN BRANDS ANNOUNCES THAT FEDERAL TRADE COMMISSION 
       WILL CHALLENGE SALE OF THE AMERICAN TOBACCO COMPANY


Old Greenwich, CT, October 27 -- American Brands, Inc. announced
today that the Federal Trade Commission has decided to challenge
the sale of The American Tobacco Company to B.A.T Industries
p.l.c. and will seek to enjoin the consummation of the
transaction.  American Brands also announced that it and B.A.T
intend to oppose the FTC's determination.  The parties have
agreed not to close the transaction pending the outcome of a
preliminary injunction proceeding, which we expect will be filed
by the FTC on Monday, October 31, in the United States District
Court for the Southern District of New York.
     Commenting on the FTC's decision, Chairman and Chief
Executive Officer William J. Alley said:  "We are disappointed by
the FTC's decision and intend to oppose its action in court.  We
continue to believe that the combination of American Tobacco and
B.A.T's Brown & Williamson Tobacco Corporation would be pro-
competitive and good for consumers and that the combined
organization would be a stronger competitor against the industry
leaders."  
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10/27/94