AMERICAN BRANDS INC /DE/
11-K, 1994-05-13
CIGARETTES
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                    SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549


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                                FORM 11-K


                              ANNUAL REPORT


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                     Pursuant to Section 15(d) of the
              Securities Exchange Act of 1934 [Fee Required]


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For the Fiscal Year Ended December 31, 1993  Commission file number 1-9076


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                         Full Title of the Plan:

           PROFIT-SHARING PLAN OF THE AMERICAN TOBACCO COMPANY


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        Name of issuer of the securities held pursuant to the plan
            and the address of its principal executive office:



                          AMERICAN BRANDS, INC.

                         1700 East Putnam Avenue
                    Old Greenwich, Connecticut  06870


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<PAGE>
           PROFIT-SHARING PLANS OF THE AMERICAN TOBACCO COMPANY
                   AND GOLDEN BELT MANUFACTURING COMPANY

     INDEX TO COMBINED AND INDIVIDUAL FINANCIAL STATEMENTS, SCHEDULES
           AND EXHIBIT FILED AS REQUIRED BY ITEM 4 OF FORM 11-K

                           --------------------






                                                          Page(s)

Report of independent accountants                               2

Combined and individual financial statements:

  Combined and individual statements of net assets
     available for plan benefits as of
     December 31, 1993 and 1992                               3-4

  Combined and individual statements of changes
     in net assets available for plan benefits for
     the years ended December 31, 1993 and 1992               5-6

  Notes to combined and individual financial statements      7-15


Supplemental schedules:

  Schedule I - Item 27a: Combined schedule of assets held for
     investment purposes as of December 31, 1993            16-26

  Schedule II - 1993 Form 5500 schedule of trust
     investment accounts                                    27-28

Exhibit 23 - Consent of independent accountants


<PAGE>




                                 SIGNATURE


  The Plan.  Pursuant to the requirements of the Securities Exchange Act
of 1934, the Retirement and Profit-Sharing Plan Committee under the Profit-
Sharing Plan of The American Tobacco Company has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly
authorized.




                                           PROFIT-SHARING PLAN OF
                                        THE AMERICAN TOBACCO COMPANY



                                             D.C. Riggan
                                 By --------------------------------------
                                           D. C. Riggan, Chairman
                              Retirement and Profit-Sharing Plan Committee
                                     of The American Tobacco Company





Date:  May 13, 1994



                                                                 EXHIBIT 23





                    CONSENT OF INDEPENDENT ACCOUNTANTS






     We consent to the incorporation by reference into (a) Post-Effective
Amendment No. 4 to the Registration Statement on Form S-8 (Registration No.
33-13363) relating to the Profit-Sharing Plan of American Brands, Inc., the
Registration Statement on Form S-8 (Registration No. 33-45869) relating to
the Profit-Sharing Plan of The American Tobacco Company and the
Registration Statement on Form S-8 (Registration No. 33-39855) relating to
the 1990 Long-Term Incentive Plan of American Brands, Inc., and the
prospectuses related thereto, and (b) the prospectuses related to the
Registration Statements on Form S-3 (Registration Nos. 33-50832, 33-42397,
33-23039 and 33-3985) of American Brands, Inc., of our report dated April
27, 1994, accompanying the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits as of December 31, 1993 and 1992 and for the years then ended, and
the combined schedule of assets held for investment purposes and the 1993
Form 5500 schedule of trust investment accounts as of December 31, 1993, of
the Profit-Sharing Plan of The American Tobacco Company, which report is
included in this Annual Report on Form 11-K.







                                       COOPERS & LYBRAND


1301 Avenue of the Americas
New York, New York 10019
May 13, 1994



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