Registration No. 33-45869
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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                     POST-EFFECTIVE AMENDMENT NO. 1 TO

                                 FORM S-8

                          REGISTRATION STATEMENT

                                   UNDER

                        THE SECURITIES ACT OF 1933

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


          DELAWARE                                          13-3295276
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

      1700 East Putnam Avenue, Old Greenwich, Connecticut  06870-0811
          (Address of principal executive offices)         (Zip Code)

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                            PROFIT-SHARING PLAN

                                    OF

                       THE AMERICAN TOBACCO COMPANY
                         (Full title of the plan)

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       LOUIS F. FERNOUS, JR.                          Copy to:
   Vice President and Secretary                 EDWARD P. SMITH, Esq.
       AMERICAN BRANDS, INC.                     CHADBOURNE & PARKE
      1700 East Putnam Avenue                   30 Rockefeller Plaza
Old Greenwich, Connecticut  06870-0811       New York, New York,  10112
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (203) 698-5000

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        Withdrawing Securities from Registration and Adding Exhibit

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                WITHDRAWAL OF SECURITIES FROM REGISTRATION

     Registrant by this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 33-45869) withdraws from
registration under the Securities Act of 1933, as amended, the following
securities: (i) unused eligible employee deposits and issuer contributions,
(ii) shares of the Common Stock, par value $3.125 per share ("Common
Stock"), of Registrant and (iii) Preferred Share Purchase Rights attached
to such Common Stock that could have been issued under the Profit-Sharing
Plan of The American Tobacco Company (the "Plan") and that were not so
issued as of the termination of the offering of such shares of Common
Stock, Preferred Share Purchase Rights and interests in the Plan on
December 22, 1994.


                                  PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Exhibits.
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     24.            Powers of Attorney authorizing certain persons to sign
                    Post-Effective Amendment No. 1 to the Registration
                    Statement on Form S-8 of the Profit-Sharing Plan of The
                    American Tobacco Company (Registration No. 33-45869)
                    and any and all amendments and supplements thereto, on
                    behalf of certain directors and officers of Registrant
                    filed with the Post-Effective Amendment No. 1 to the
                    Registration Statement.



                                SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Old Greenwich, and the State of Connecticut, on this 22nd day of December,
1994.

                                        AMERICAN BRANDS, INC.


                                        By        A. Henson
                                                  A. Henson
                                             Executive Vice President and
Date:  December 22, 1994                       Chief Financial Officer


          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities indicated on
this 22nd day of December, 1994.


             Signature                            Title
             ---------                            -----

        William J. Alley*               Chairman of the Board and
        (William J. Alley)                Chief Executive Officer
                                          (principal executive officer)
                                          and Director


        T.C. Hays*                      President and Chief Operating
        (T.C. Hays)                       Officer and Director


        A. Henson                       Executive Vice President and
        (A. Henson)                       Chief Financial Officer
                                          (principal financial officer)
                                          and Director


        R.L. Plancher*                  Senior Vice President and
        (R.L. Plancher)                   Chief Accounting Officer
                                          (principal accounting officer)


        Howard C. Humphrey*             Vice President - Life Insurance
        (Howard C. Humphrey)              and Director


        Eugene R. Anderson*             Director
        (Eugene R. Anderson)


             Signature                            Title
             ---------                            -----

        Patricia O. Ewers*                   Director
        (Patricia O. Ewers)


        John W. Johnstone, Jr.*              Director
        (John W. Johnstone, Jr.)


        Wendell J. Kelley*                   Director
        (Wendell J. Kelley)


        Sidney Kirschner*                    Director
        (Sidney Kirschner)


        Gordon R. Lohman*                    Director
        (Gordon R. Lohman)


        Charles H. Pistor, Jr.*              Director
        (Charles H. Pistor, Jr.)


        Peter M. Wilson*                     Director
        (Peter M. Wilson)


*By     A. Robert Colby
        (A. Robert Colby,
         Attorney-in-Fact)


          Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Chester, and the State of
Virginia, on this 22nd day of December, 1994.


                                        PROFIT-SHARING PLAN OF
                                          THE AMERICAN TOBACCO COMPANY


                                        By        David C. Riggan
                                             (David C. Riggan, Chairman
                                         Retirement and Profit-Sharing Plan
                                                  Committee)


                               EXHIBIT INDEX



Exhibit                                                   Page
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    24.   Powers of Attorney authorizing certain
          persons to sign Post-Effective Amendment
          No. 1 to the Registration Statement on
          Form S-8 of the Profit-Sharing Plan of
          The American Tobacco Company
          (Registration No. 33-45869) and any and
          all amendments and supplements thereto,
          on behalf of certain directors and
          officers of Registrant filed with the
          Post-Effective Amendment No. 1 to the
          Registration Statement.

                                                                 EXHIBIT 24

                             POWER OF ATTORNEY


          The undersigned, acting in the capacity or capacities with
respect to American Brands, Inc. stated with their respective names below,
hereby constitute and appoint GILBERT L. KLEMANN, II, EDWARD P. SMITH and
A. ROBERT COLBY, and each of them severally, the attorneys-in-fact of the
undersigned with full power to them and each of them to sign for and in the
name of the undersigned in the capacities indicated below (a) the
Registration Statement on Form S-8 of the American Brands, Inc. 1990
Long-Term Incentive Plan, (b) Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 of the Profit-Sharing Plan of The
American Tobacco Company (Registration No. 33-45869) and (c) any and all
amendments and supplements thereto:


     Signature                  Title                     Date



  William J. Alley
- ----------------------  Chairman of the Board      September 27, 1994
  William J. Alley       and Chief Executive
                          Officer (principal
                        executive officer) and
                               Director



     T.C. Hays
- ----------------------   President and Chief       September 26, 1994
     T.C. Hays          Operating Officer and
                               Director



     A. Henson
- ----------------------      Executive Vice         September 27, 1994
     A. Henson           President and Chief
                          Financial Officer
                         (principal financial
                        officer) and Director



   R.L. Plancher
- ----------------------  Senior Vice President      September 27, 1994
   R.L. Plancher         and Chief Accounting
                          Officer (principal
                         accounting officer)



 Howard C. Humphrey
- ----------------------  Vice President - Life      September 27, 1994
 Howard C. Humphrey     Insurance and Director


 Eugene R. Anderson
- ----------------------         Director            September 26, 1994
 Eugene R. Anderson



 Patricia O. Ewers
- ----------------------         Director            September 27, 1994
 Patricia O. Ewers



John W. Johnstone, Jr.
- ----------------------         Director            September 26, 1994
John W. Johnstone, Jr.



 Wendell J. Kelley
- ----------------------         Director            September 26, 1994
 Wendell J. Kelley



  Sidney Kirschner
- ----------------------         Director            September 27, 1994
  Sidney Kirschner



  Gordon R. Lohman
- ----------------------         Director            September 26, 1994
  Gordon R. Lohman



Charles H. Pistor, Jr.
- ----------------------         Director            September 26, 1994
Charles H. Pistor, Jr.



  Peter M. Wilson
- ----------------------         Director            September 26, 1994
  Peter M. Wilson












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