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




                  December 22, 1994  (December 22, 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 releases each dated December 22, 1994 are
filed herewith as Exhibits 20a and 20b and are incorporated herein by
reference.

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

          (c)  Exhibits.
               --------

               20a. Press release of Registrant dated December 22, 1994.

               20b. Press release of Registrant dated December 22, 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:  December 22, 1994


                               EXHIBIT INDEX



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


    20a.  Press release of Registrant dated
          December 22, 1994.

    20b.  Press release of Registrant dated
          December 22, 1994.

                                                           EXHIBIT 20a
                                                           -----------


                                            FOR IMMEDIATE RELEASE






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

                                             Daniel A. Conforti
                                             (203) 698-5132



              SALE OF THE AMERICAN TOBACCO COMPANY
           CLEARED BY SETTLEMENT BETWEEN FTC AND B.A.T



Old Greenwich, CT, December 22 -- American Brands, Inc. announced
that the Federal Trade Commission has approved a settlement with
B.A.T Industries p.l.c. that removes the FTC's opposition to the
sale of American Brands' subsidiary, The American Tobacco
Company, to B.A.T.  The Federal Trade Commission had sought to
enjoin the transaction on antitrust grounds.  American Brands and
B.A.T expect to close the sale of American Tobacco today.
     Simultaneously, the Silk Cut trademark rights outside Europe
of American Brands' U.K.-based subsidiary, Gallaher Limited, will
be transferred to B.A.T in exchange for a long-term manufacturing
arrangement.
     The sale proceeds would amount to $1 billion, which would be
largely tax free.  On November 30, American Brands announced that
it had executed a definitive agreement for the sale of its
Franklin Life Insurance business to American General Corporation
for which American Brands will receive $1.17 billion in cash,
which would be tax free.  Thus, the combined proceeds, if both
transactions are completed, would total $2.17 billion.
     The Company also announced that, subject to the closing of
the American Tobacco transaction, the Board has authorized the
purchase of up to 10 million shares of American Brands Common
stock in the open market and in privately negotiated
transactions.  This new authority is in addition to the 10
million share purchase authority announced three weeks ago
subject to the closing of the pending sale of Franklin.  The
combined 20 million share purchase authority would amount to
about 10% of the currently outstanding Common shares.  Such
purchases may be effected from time to time, subject to market
conditions.
     The Company further noted:  "We are very pleased by the
settlement, and we expect to complete the transaction today.
     "We anticipate that, depending on market conditions, the
proceeds will provide funds to purchase shares and, initially, to
reduce debt.  As we have noted, as opportunities arise, we intend
to further enhance the competitiveness and growth prospects of
American Brands through strategic acquisitions, focusing on
hardware and home improvement products, office products, golf and
leisure products, and distilled spirits.  
     "Overall, we have been aggressively restructuring American
Brands to strengthen our presence as a consumer powerhouse with
leading market positions.  Our strategy remains sharply focused
on increasing shareholder value and enhancing our long-term
growth prospects."

                           #    #    #
12/22/94

                                                    EXHIBIT 20b
                                                    -----------


                                            FOR IMMEDIATE RELEASE






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

                                             Daniel A. Conforti
                                             (203) 698-5132



         SALE OF THE AMERICAN TOBACCO COMPANY COMPLETED



Old Greenwich, CT, December 22 -- American Brands, Inc. announced
that it has completed the sale of The American Tobacco Company to
B.A.T Industries, p.l.c.  Simultaneously, American Brands' U.K.-
based subsidiary, Gallaher Limited, completed the transfer to
B.A.T of the Silk Cut trademark rights outside Europe.
                           #    #    #
12/22/94