AMERICAN BRANDS INC /DE/, S-8, 1995-04-27

AMERICAN BRANDS INC /DE/
S-8, 1995-04-27
CIGARETTES

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Registration No. 33-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

----------

AMERICAN BRANDS, INC.
(Exact Name of Registrant as specified in its charter)

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

1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0819
(Address of Principal Executive Offices) (Zip Code)

----------

AMERICAN BRANDS, INC.
1990 LONG-TERM INCENTIVE PLAN
(Full title of the plan)

----------

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 06870-0819 New York, New York 10112
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (203) 698-5000

----------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, Par Value $3.125
per share, and Preferred Share
Purchase Rights*................... 12,000,000 shares** $38.75*** $465,000,000*** $160,344.83
<FN>

- --------
* The Preferred Share Purchase Rights are attached to and trade with
the Common Stock. The value, if any, attributed to such Rights is reflected in
the market price of the Common Stock.
** There are also registered hereunder such indeterminate number of additional
shares as may become subject to awards under the Plan as a result of the
antidilution provisions contained therein.
*** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the
average of the high and low prices ($39.25 and $38.25, respectively) for the
Common Stock on the New York Stock Exchange Composite Transactions on
April 24, 1995.
</FN>
</TABLE>
<PAGE>

EXPLANATORY NOTE

The Prospectus prepared in accordance with the requirements of Form S-8
and related to this Registration Statement will also be used in connection with
the offer and sale of securities of the Registrant registered under the
Registration Statement on Form S-8 bearing Registration No. 33-39855, under the
Registration Statement on Form S-8 bearing Registration No. 33-7823, and under
the Registration Statement on Form S-4 bearing Registration No. 33-635, as
amended by Post-Effective Amendment No. 1 on Form S-8. This Registration
Statement includes a Prospectus, prepared in accordance with the requirements of
Form S-3, which may be used for the offer and sale by certain officers and
directors of the Registrant who may be deemed to be "affiliates" of the
Registrant, as that term is defined in Rule 405 under the Securities Act of
1933, as amended, of securities registered hereunder, under the Registration
Statement on Form S-8 bearing Registration No. 33-39855, under the Registration
Statement on Form S-8 bearing Registration No. 33-7823 and under the
Registration Statement on Form S-4, bearing Registration No. 33-635, as amended
by Post-Effective Amendment No. 1 on Form S-8.

<PAGE>

PROSPECTUS

AMERICAN BRANDS, INC.

----------

Common Stock

----------

This Prospectus relates to offers and sales by certain officers and
directors (the "Selling Stockholders") of American Brands, Inc., a Delaware
corporation (the "Company"), who may be deemed to be "affiliates" of the
Company, as defined in Rule 405 under the Securities Act of 1933, as amended, of
shares of Common Stock of the Company that may be acquired by such persons upon
exercise of incentive stock options or nonqualified stock options granted
pursuant to the 1990 Long-Term Incentive Plan, as amended (the "1990 Plan"), the
1986 Stock Option Plan, as amended (the "1986 Plan"), or the 1981 Stock Option
Plan, as amended (the "1981 Plan"), of the Company (collectively, the "Plans"),
or upon exercise of stock appreciation rights granted under the Plans in respect
of options, or pursuant to performance awards, awards of restricted stock or
other stock-based awards, or dividend equivalents earned thereon, under the 1990
Plan. See "SELLING STOCKHOLDERS". The shares that may be so acquired by such
persons pursuant to the Plans are herein referred to as the "Award Shares".

The accompanying Annual Supplement to this Prospectus sets forth the
number of Award Shares covered by this Prospectus.

Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Stockholders through brokers on the New York Stock Exchange
or otherwise at the prices prevailing at the time of such sales. No specified
brokers or dealers have been designated by the Selling Stockholders and no
agreement has been entered into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be offered pursuant to
this Prospectus. The net proceeds to the Selling Stockholders will be the
proceeds received by them upon such sales, less brokerage commissions, if any.
The Company will pay all expenses of preparing and reproducing this Prospectus,
but will not receive any of the proceeds from sales by any of the Selling
Stockholders.

----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

----------

The date of this Prospectus is April 27, 1995

<PAGE>

No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
contained herein and, if given or made, such information or representation must
not be relied upon as having been authorized. This Prospectus does not
constitute an offer of any securities other than the Common Stock that may be
offered hereby or an offer of the Common Stock to any person in any jurisdiction
where such offer would be unlawful. The delivery of this Prospectus or any sale
made through its use at any time does not imply that the information herein is
correct as of any time subsequent to its date.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the New York Regional
Office, 7 World Trade Center, New York, New York 10048 and at the Chicago
Regional Office, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies
of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.

The Company's Common Stock is listed on the New York Stock Exchange and
reports, proxy statements and other information concerning the Company can be
inspected and copied at the Library of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005. The Company will furnish, without charge, to
any person to whom this Prospectus is delivered, upon such person's written or
oral request, a copy of any and all of the information that has been
incorporated by reference in the Registration Statement of which this Prospectus
is a part (not including exhibits to such information unless such exhibits are
specifically incorporated by reference into such information). Any such request
should be directed to the Secretary of the Company at its principal executive
offices, 1700 East Putnam Avenue, Old Greenwich, Connecticut 06870 (telephone
number (203) 698-5000).

THE COMPANY

The Company is a holding company with subsidiaries engaged in various
businesses. Subsidiaries of the Company are engaged in the manufacture and sale
of cigarettes, cigars and smoking tobaccos, principally in the United Kingdom,
the distilled spirits business, and the manufacture and sale of various types of
hardware and home improvement products, office products, supplies and
accessories, golf products, and, principally in the United Kingdom, the
businesses of retail distribution and houseware products.

The Company's principal executive offices are located at 1700 East
Putnam Avenue, Old Greenwich, Connecticut 06870-0811 and its telephone number is
(203) 698-5000.

<PAGE>

RECENT DEVELOPMENTS

In recent years the Company has been engaged in a strategy seeking to
enhance the operations of its subsidiaries in certain major businesses. Pursuant
to such strategy the Company has made acquisitions in the distilled spirits
business, the office products business and the hardware and home improvement
products business, which acquisitions were financed at least in part by debt or
debt securities convertible into Common Stock. In addition, the Company has been
making dispositions of businesses considered to be nonstrategic to its long-term
operations. Since January 1, 1994, these dispositions have included the sale of
American Franklin Company, the Company's life insurance business, to American
General Corporation for $1.17 billion on January 31, 1995, the sale of The
American Tobacco Company, the Company's domestic tobacco subsidiary, to Brown &
Williamson Tobacco Corporation, a subsidiary of B.A.T Industries p.l.c., for $1
billion on December 22, 1994, and the sale of Dollond & Aitchison Group PLC, a
subsidiary of Gallaher Limited, for total consideration of $146 million on July
12, 1994. The Company has announced that it is planning to dispose of a number
of other non-strategic business and product lines, including U.K.-based Prestige
and Forbuoys, for total consideration anticipated to be in the range of $150 -
$175 million.

The Company continues to pursue this strategy and in furtherance
thereof explores other possible acquisitions in fields related to its major
businesses. The Company also cannot exclude the possibility of acquisitions in
other fields or further dispositions. Although no assurance can be given as to
whether or when any acquisitions or dispositions will be consummated, if
agreement with respect to any acquisitions were to be reached, the Company might
finance such acquisitions by issuance of additional debt or equity securities.
The additional debt from any acquisitions, if consummated, would increase the
Company's debt-to-equity ratio and such debt or equity securities might, at
least in the near term, have a dilutive effect on earnings per share. The
Company also continues to consider other corporate strategies intended to
enhance stockholder value. It cannot be predicted whether or when any such
strategies might be implemented or what the financial effect thereof might be
upon the Company's debt or equity securities.

SELLING STOCKHOLDERS

See the Annual Supplement for current information regarding the Selling
Stockholders, the shares of Common Stock of the Company beneficially owned by
them, the Award Shares offered by them hereby and the shares of Common Stock of
the Company to be beneficially owned by them after completion of the offering.
The address of each of the Selling Stockholders is American Brands, Inc., 1700
East Putnam Avenue, Old Greenwich, Connecticut 06870.

DOCUMENTS INCORPORATED BY REFERENCE

For further information concerning the Company and its subsidiaries see
the Company's Annual Report on Form 10-K, its Proxy Statement for the Annual
Meeting of Stockholders and any other reports filed with the Commission and
described in the Annual Supplement. All reports and other documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering, shall be deemed to be
incorporated herein by reference and be a part hereof from the date of filing of
such reports and documents. For a description of the Common Stock of the
Company, see "DESCRIPTION OF CAPITAL STOCK" on pages 17-20 of the Proxy
Statement and Prospectus constituting a part of the Company's Registration
Statement on Form S-4 (Registration No. 33-635) incorporated by reference in the
Company's Application for Registration on Form 8-B dated January 27, 1986,
including the amendments to such description set forth in the Company's Current
Reports on Form 8-K dated June 19, 1986 and September 4, 1986, its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1990 and its
Current Report on Form 8-K dated September 27, 1990. For a description of the
Company's Preferred Share Purchase Rights, see the Company's Application for
Registration of Securities on Form 8-A dated December 22, 1987, including
amendments to such description set forth in Amendment Nos. 1 and 2 on Form 8 to
such Application for Registration on Form 8-A, dated February 12, 1990 and
September 26, 1990, respectively. Each of the documents listed in this paragraph
is on file with the Commission and incorporated herein by reference and made a
part hereof. Registrant's Current Reports on Form 8-K and Quarterly Report on
Form 10-Q referred to in this paragraph are maintained in Securities and
Exchange Commission File No. 1-9076.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the Registration Statement of which it is a
part to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus or such Registration Statement.

EXPERTS

The financial statements and schedules included or incorporated by
reference in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference have been examined by
Coopers & Lybrand L.L.P., independent accountants, as stated in their reports
which are also incorporated herein by reference and have been so incorporated in
reliance upon such reports, which include an explanatory paragraph relating to
certain changes in accounting principles during 1993, given upon the authority
of that firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Prospectus does not contain all the information set forth in the
Registration Statement, or amendments thereto, certain portions of which have
been omitted pursuant to the Commission's rules and regulations. The information
so omitted may be obtained from the Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission.

The Delaware General Corporation Law and the By-laws of the Company
provide for indemnification of the Company's officers and directors, who are
also covered by certain insurance policies maintained by the Company. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.

<PAGE>
1995 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
American Brands, Inc.
By Certain Selling Stockholders

This Supplement dated April 27, 1995 to the Prospectus dated April 27,
1995 relating to offers and sales of Award Shares by certain Selling
Stockholders of American Brands, Inc. contains certain current information that
may change from year to year. The Supplement will be updated annually and will
be delivered to each Selling Stockholder. Each current Annual Supplement should
be kept with the Prospectus in the Selling Stockholder's important papers.
Selling Stockholders who received the April 27, 1995 Prospectus will not be sent
additional copies of the Prospectus in subsequent years unless the information
in the Prospectus is required to be amended or unless a Selling Stockholder
requests an additional copy by writing to the Secretary, American Brands, Inc.,
1700 East Putnam Avenue, Old Greenwich, Connecticut 06870. Capitalized terms
used in this Supplement have the meanings set forth in the Prospectus.

1. Date. The date of this Supplement is April 27, 1995.

2. Information Regarding Selling Stockholders and Award Shares Covered by
the Prospectus. The Prospectus covers 3,924,412 Award Shares that have been or
may be acquired upon exercise of incentive stock options or nonqualified stock
options granted pursuant to the Plans, or upon exercise of stock appreciation
rights granted under the Plans in respect of options, or pursuant to performance
awards, awards of restricted stock or other stock-based awards, and dividend
equivalents earned thereon, under the 1990 Plan, held by the Selling
Stockholders as of February 9, 1995.

There are set forth in the following table opposite the name of each of the
Selling Stockholders (1) under the heading "Shares of Common Stock beneficially
owned", the shares of Common Stock of the Company beneficially owned by the
Selling Stockholder on February 9, 1995 (except, as stated in Notes (d) and (g)
below, beneficial ownership is disclaimed as to certain shares), including
shares of Common Stock (if any) of which the Selling Stockholder had the right
on such date to acquire beneficial ownership pursuant to the exercise on or
before April 10, 1995 of options granted by the Company, plus the number (if
any) of shares of restricted stock held by the Selling Stockholder, plus the
number (if any) of shares of Common Stock held on December 31, 1994 by the
Trustee of the Profit-Sharing Plan of the Company attributable to Company
contributions and to employee pre-tax contributions made through payroll
deductions, and by the Trustee of the Profit-Sharing Plans of ACCO World
Corporation ("ACCO") and Jim Beam Brands Co. ("Beam") attributable to ACCO and
Beam contributions, respectively, that is equivalent as of that date to the
Selling Stockholder's undivided proportionate beneficial interest in all such
shares; (2) under the heading "Award Shares acquired or which may be acquired
and offered", the shares of Common Stock which have been acquired pursuant to
performance awards, awards of restricted stock or other stock-based awards, and
dividend equivalents earned thereon, if any, or upon the exercise of options and
stock appreciation rights, or may be acquired by the Selling Stockholder
pursuant to performance awards, awards of restricted stock or other stock-based
awards, and dividend equivalents earned thereon, if any, or upon the exercise of
options and stock appreciation rights outstanding as of February 9, 1995 and
offered by the Prospectus; and (3) under the heading "Shares of Common Stock to
be owned upon completion of the offering", the shares of Common Stock to be
beneficially owned by the Selling Stockholder after completion of the offering,
based on the number of shares owned on February 9, 1995. The information as to
security holdings is based on information received by the Company from the
Selling Stockholders, from the Compensation and Stock Option Committee and the
Corporate Employee Benefits Committee of the Company, from the Employee Benefits
Committee of Beam, from ACCO, and from the Trustee, and has been adjusted to
reflect two-for-one stock splits in the form of 100% stock dividends, each at a
rate of one additional share of Common Stock for each share of Common Stock
issued, effective at the close of business on September 10, 1986 and October 9,
1990, respectively. Shares of Common Stock have attached thereto certain
preferred stock purchase rights distributed by the Company as a dividend on
December 24, 1987.
<PAGE>
<TABLE>
<CAPTION>

Award Shares of
Shares Common
acquired or Stock
Shares of which to be
Common may be owned
Stock acquired after
Present principal positions or beneficially and completion
offices with the Company or owned offered of offering
Selling Stockholder affiliates* (a)(b)(c)(d) (b)(c)(e)(f) (a)(d)
------------------- ----------------------------- ------------- ----------- ----------
<S> <C> <C> <C> <C>

William J. Alley................. Director 967,175 1,013,208 767

Dudley L. Bauerlein, Jr.......... Senior Vice President and 98,940 119,919 11,511
Chief Financial Officer

Barry M. Berish.................. Vice President--Distilled 198,736 230,997 13,889
Spirits; Chairman of
the Board and Chief
Executive Officer of
Jim Beam Brands Co.

Francis J. Bianca................ Vice President--Taxes 73,041 90,990 4,541

Louis F. Fernous, Jr............. Vice President and 77,791 92,182 8,099
Secretary

Joseph J. Griffin................ Vice President and 81,304 102,632 1,162
Controller

Mark Hausberg.................... Treasurer 10,226 20,000 226

Thomas C. Hays................... Director; Chairman of the 459,818 585,581 31,717
Board and Chief
Executive Officer

Gilbert L. Klemann, II........... Senior Vice President and 104,212 147,294 1,914
General Counsel

Randall W. Larrimore............. Vice President--Hardware 146,480 194,165 1,674
and Home Improvement
Products; President and
Chief Executive Officer
of MasterBrand
Industries, Inc.

John T. Ludes.................... Director; President and 209,200 277,321 2,875
Chief Operating Officer

Steven C. Mendenhall............. Senior Vice President and 95,550 126,553 3,947
Chief Administrative
Officer

Robert L. Plancher............... Senior Vice President and 256,559 296,474 5,081
Chief Accounting Officer

Robert J. Rukeyser............... Senior Vice President-- 212,973(g) 251,528 6,441(g)
Corporate Affairs

Norman H. Wesley................. Vice President--Office 141,483 189,018 183
Products; President and
Chief Executive
Officer of ACCO World
Corporation

Peter M. Wilson.................. Director; Chairman and 136,700 186,550 0
Chief Executive of
Gallaher Limited

<FN>

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

* Positions are those with the Company, unless otherwise indicated. Each
of the Selling Stockholders has been a director or officer of the Company or a
subsidiary of the Company for the past three years, except for Mr. Hausberg, who
has been Treasurer of the Company since January 1, 1995.

(a) The numbers of shares attributable to Company contributions under the
Profit-Sharing Plan of the Company included in the numbers shown in Columns (1)
and (3) are as follows: William J. Alley, 635; Dudley L. Bauerlein, Jr., 10,178;
Francis J. Bianca, 4,541; Louis F. Fernous, Jr., 8,099; Joseph J. Griffin,
1,162; Mark Hausberg, 226; Thomas C. Hays, 1,977; Gilbert L. Klemann, II, 1,524;
Randall W. Larrimore, 1,510; John T. Ludes, 2,458; Steven C. Mendenhall, 2,112;
Robert L. Plancher, 1,060; Robert J. Rukeyser, 5,268. The number of shares
attributable to employee pre-tax contributions under such Plan included in the
numbers shown in Columns (1) and (3) are as follows: Dudley L. Bauerlein, Jr.,
1,333; Thomas C. Hays, 5,950; Gilbert L. Klemann, II, 388; Randall W. Larrimore,
164; John T. Ludes, 417; Steven C. Mendenhall, 1,835; Robert L. Plancher, 21;
Robert J. Rukeyser, 713. There are 13,889 shares attributable to profit sharing
under the Profit-Sharing Plan of Beam for Barry M. Berish, and 183 shares
attributable to profit sharing under the Profit-Sharing Plan of ACCO for Norman
H. Wesley, included in the numbers shown in Columns (1) and (3).

(b) The numbers of shares of which the Selling Stockholders had the right
to acquire beneficial ownership pursuant to the exercise on or before April 10,
1995 of options granted by the Company included in the numbers shown above are
as follows: William J. Alley, 819,850; Dudley L. Bauerlein, Jr., 78,950; Barry
M. Berish, 149,900; Francis J. Bianca, 55,300; Louis F. Fernous, Jr., 59,050;
Joseph J. Griffin, 54,340; Mark Hausberg, 10,000; Thomas C. Hays, 369,650;
Gilbert L. Klemann, II, 100,650; Randall W. Larrimore, 139,000; John T. Ludes,
174,650; Steven C. Mendenhall, 90,500; Robert L. Plancher, 202,350; Robert J.
Rukeyser, 185,750; Norman H. Wesley, 138,100; and Peter M. Wilson, 134,600.
Inclusion of such shares does not constitute an admission by any Selling
Stockholder that he is the beneficial owner of such shares.

(c) The numbers shown in Columns (1) and (2) for Mr. Alley include 16,320
shares of restricted stock granted under the 1990 Plan.

(d) To the best of the Company's knowledge, each Selling Stockholder has
sole voting and investment power with respect to shares shown after his name in
Columns (1) and (3) above, other than with respect to the shares listed in Note
(b) above and except as follows: Mr. Hays shares voting and investment power as
a co-trustee of various family trusts with respect to 8,062 shares and with
respect to which he disclaims beneficial ownership and Mr. Hays has no voting
and investment power with respect to 4,000 shares held in trust for the benefit
of his wife and with respect to which he disclaims beneficial ownership; Mr.
Berish has no voting or investment power with respect to 12,900 shares held in
trust for the benefit of his wife and with respect to which he disclaims
beneficial ownership; one of Mr. Rukeyser's children holds directly 60 shares.
The Trustee of the Profit-Sharing Plan of the Company and the Profit-Sharing
Plans of ACCO and Beam has agreed to vote the shares it holds in the Trust in
accordance with instructions received from members of the Plans and shares as to
which instructions are not received are voted by the Trustee proportionally in
the same manner as shares as to which it has received instructions.

(e) The numbers shown in Column (2) include performance award shares
vested under the 1990 Plan with respect to the performance period 1992 through
1994 and, for Mr. Alley, performance award shares vested under the 1990 Plan
with respect to the performance periods 1993 through 1995 and 1994 through 1996
as a result of his retirement as an officer of the Company. The number of shares
of Common Stock so covered are as follows: William J. Alley, 46,800; Dudley L.
Bauerlein, Jr., 600; Barry M. Berish, 1,100; Francis J. Bianca, 600; Louis F.
Fernous, Jr., 600; Joseph J. Griffin, 600; Thomas C. Hays, 3,000; Gilbert L.
Klemann, II, 1,200; Randall W. Larrimore, 4,309; John T. Ludes, 1,200; Steven C.
Mendenhall, 600; Robert L. Plancher, 1,200; Robert J. Rukeyser, 1,200; Norman H.
Wesley, 2,668; and Peter M. Wilson, 900.

(f) The numbers of shares in Column (2) include shares covered by
performance awards granted under the 1990 Plan if the maximum performance goals
to which such awards relate are met for the performance periods 1993-1995 and
1994-1996. The number of shares of Common Stock so covered are as follows:
Dudley L. Bauerlein, Jr., 4,890; Barry M. Berish, 10,050; Francis J. Bianca,
4,890; Louis F. Fernous, Jr., 4,890; Joseph J. Griffin, 4,890; Thomas C. Hays,
24,480; Gilbert L. Klemann, II, 9,796; Randall W. Larrimore, 10,050; John T.
Ludes, 9,796; Steven C. Mendenhall, 7,350; Robert L. Plancher, 9,796; Robert J.
Rukeyser, 9,796; Norman H. Wesley, 10,050; and Peter M. Wilson, 10,950.
Inclusion of such shares does not constitute an admission by any Selling
Stockholder that he is the beneficial owner of such shares.

(g) The numbers shown in Columns (1) and (3) include 60 shares held by one
of Mr. Rukeyser's children. Mr. Rukeyser disclaims beneficial ownership as to
the shares held by his child.
</FN>
</TABLE>

3. Market Price. The closing price per share of Common Stock of the
Company on the New York Stock Exchange Composite Transactions on April 24, 1995
was $39.00.

4. Documents Incorporated by Reference. For further information concerning
the Company and its subsidiaries, see the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, which incorporates by reference
certain information, including the Company's Consolidated Financial Statements
contained in the Company's 1994 Annual Report to Stockholders, and see also its
Proxy Statement for the Annual Meeting of Stockholders to be held on May 2,
1995, and its Current Reports on Form 8-K dated January 5, 1995, January 24,
1995, January 31, 1995, February 8, 1995, February 16, 1995, March 28,
1995, and April 24, 1995. Each of the foregoing is on file with the Securities
and Exchange Commission.

<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

(i) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), which
incorporates by reference certain information, including the Company's
1994 consolidated financial statements contained in its 1994 Annual
Report to Stockholders;

(ii) all other reports filed by Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1994;

(iii) the description of Registrant's Common Stock contained in
Registrant's Application for Registration on Form 8-B dated January 27,
1986 by incorporation by reference to pages 17-20 of the Proxy
Statement and Prospectus constituting a part of Registrant's
Registration Statement on Form S-4 (Registration No. 33-635), including
amendments to such description set forth in the Registrant's Current
Reports on Form 8-K dated June 19, 1986 and September 4, 1986, its
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1990 and its Current Report on Form 8-K dated September 27, 1990
(Registrant's Current Reports on Form 8-K and Quarterly Report on Form
10-Q referred to in this clause (iii) are maintained in Securities and
Exchange Commission File No. 1-9076);

(iv) the description of Registrant's Preferred Share Purchase
Rights contained in Registrant's Application for Registration on Form
8-A dated December 22, 1987, including amendments to such description
set forth in Amendment Nos. 1 and 2 on Form 8 to such Application for
Registration on Form 8-A, dated February 12, 1990 and September 26,
1990, respectively;

(v) Registrant's Registration Statement on Form S-4 (Registration
No. 33-635), as amended by Post-Effective Amendment No. 1 on Form S-8;
and

(vi) Registrant's Registration Statements on Form S-8
(Registration Nos. 33-7823 and 33-39855).

All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

Item 4. Description of Securities.

This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

This Item is not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware provides in part
as follows:

"(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.

"(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.

"(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a)
and (b) of this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

"(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

"(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.

"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.

"(h) For purposes of this section, references to 'the
corporation' shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

"(i) For purposes of this section, references to 'other
enterprises' shall include employee benefit plans; references to 'fines'
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to 'serving at the request of the
corporation' shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner 'not opposed to
the best interests of the corporation' as referred to in this section.

"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."

Article XIII of Registrant's By-laws provides as follows:

"Section 1. (A) Each person (an 'indemnitee') who was or is made or
threatened to be made a party to or was or is involved (as a witness or
otherwise) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a 'proceeding'), by reason of the
fact that he or she or a person of whom he or she is the legal representative
was or is a director, officer or employee of [Registrant] or was or is serving
at the request of [Registrant] as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding was or is alleged action in an official capacity as
a director, officer, employee or agent or in any other capacity while serving as
a director, officer, employee or agent, shall be indemnified and held harmless
by [Registrant] to the fullest extent permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
[Registrant] to provide broader indemnification rights than said law permitted
[Registrant] to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees and retainers therefor, judgments, fines,
excise taxes or penalties under the Employee Retirement Income Security Act of
1974, as amended, and amounts paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that except as provided in Section 3 of this
Article XIII with respect to proceedings seeking to enforce rights to
indemnification, [Registrant] shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of [Registrant].

(B) The right to indemnification conferred in this Article XIII is and
shall be a contract right. The right to indemnification conferred in this
Article XIII shall include the right to be paid by [Registrant] the expenses
(including attorneys' fees and retainers therefor) reasonably incurred in
connection with any such proceeding in advance of its final disposition, such
advances to be paid by [Registrant] within 20 days after the receipt by
[Registrant] of a statement or statements from the indemnitee requesting such
advance or advances from time to time; provided, however, that if the General
Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to [Registrant] of an undertaking
by or on behalf of such director or officer, to repay all amounts so advanced if
it shall ultimately be determined that such director or officer is not entitled
to be indemnified under this Article XIII or otherwise.

"Section 2. (A) To obtain indemnification under this Article XIII, an
indemnitee shall submit to [Registrant] a written request, including therein or
therewith such documentation and information as is reasonably available to the
indemnitee and is reasonably necessary to determine whether and to what extent
the indemnitee is entitled to indemnification. Upon written request by an
indemnitee for indemnification pursuant to the first sentence of this Section
2(A), a determination, if required by applicable law, with respect to the
indemnitee's entitlement thereto shall be made as follows: (1) if requested by
the indemnitee, by Independent Counsel (as hereinafter defined), or (2) if no
request is made by the indemnitee for a determination by Independent Counsel,
(a) by the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined), or (b) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to the indemnitee, or (c) by the stockholders of
[Registrant]. In the event the determination of entitlement to indemnification
is to be made by Independent Counsel at the request of the indemnitee, the
Independent Counsel shall be selected by the indemnitee unless the indemnitee
shall request that such selection be made by the Board of Directors, in which
event the Independent Counsel shall be selected by the Board of Directors. If it
is so determined that the indemnitee is entitled to indemnification, payment to
the indemnitee shall be made within 10 days after such determination.

(B) In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that the indemnitee is entitled to indemnification
under this Article XIII, and [Registrant] shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption.

"Section 3.(A) If a claim under Section 1 of this Article XIII is not
paid in full by [Registrant] within 30 days after a written claim pursuant to
Section 2(A) of this Article XIII has been received by [Registrant], or if an
advance is not made within 20 days after a request therefor pursuant to Section
1(B) of this Article XIII has been received by [Registrant], the indemnitee may
at any time thereafter bring suit (or, at the indemnitee's option, an
arbitration proceeding before a single arbitrator pursuant to the rules of the
American Arbitration Association) against [Registrant] to recover the unpaid
amount of the claim or the advance and, if successful in whole or in part, the
indemnitee shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such suit or proceeding (other than a suit
or proceeding brought to enforce a claim for expenses incurred in connection
with any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to [Registrant]) that the
indemnitee has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for [Registrant] to
indemnify the indemnitee for the amount claimed or that such indemnification
otherwise is not permitted under the General Corporation Law of the State of
Delaware, but the burden of proving such defense shall be on [Registrant].

(B) Neither the failure of [Registrant] (including its Board of
Directors, Independent Counsel or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the indemnitee
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in the General Corporation Law of the State of Delaware,
nor an actual determination by [Registrant] (including its Board of Directors,
Independent Counsel or stockholders) that the indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the indemnitee has not met the applicable standard of conduct.

(C) If a determination shall have been made pursuant to Section 2(A) of
this Article XIII that the indemnitee is entitled to indemnification,
[Registrant] shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to paragraph (A) of this Section 3.

(D) [Registrant] shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to paragraph (A) of this Section 3
that the procedures and presumptions of this Article XIII are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that [Registrant] is bound by all the provisions of this Article
XIII.

"Section 4. The right to indemnification and the payment of expenses
incurred in connection with a proceeding in advance of its final disposition
conferred in this Article XIII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-laws, agreement, vote of stockholders or
Disinterested Directors or otherwise.

"Section 5. [Registrant] may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of [Registrant] or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not [Registrant] would have
the power to indemnify such person against such expense, liability or loss under
the General Corporation Law of the State of Delaware. To the extent that
[Registrant] maintains any policy or policies providing such insurance, each
such director, officer or employee, and each such agent to which rights to
indemnification have been granted as provided in Section 6 of this Article XIII,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

"Section 6. [Registrant] may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification, and rights to
be paid by [Registrant] the expenses incurred in connection with any proceeding
in advance of its final disposition, to any agent of [Registrant] to the fullest
extent of the provisions of this Article XIII with respect to the
indemnification and advancement of expenses of directors, officers and employees
of [Registrant].

"Section 7. If any provision or provisions of this Article XIII shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (A)
the validity, legality and enforceability of the remaining provisions of this
Article XIII (including without limitation, each portion of any Section of this
Article XIII containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and (B) to the fullest extent
possible, the provisions of this Article XIII (including, without limitation,
each portion of any Section of this Article XIII containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

"Section 8. For purposes of this Article XIII:

(A) 'Disinterested Director' means a director of [Registrant] who is
not and was not a party to the matter in respect of which indemnification is
sought by the indemnitee.

(B) 'Independent Counsel' means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent: (1) [Registrant] or the
indemnitee in any matter material to either such party, or (2) any other party
to the matter giving rise to a claim for indemnification. Notwithstanding the
foregoing, the term 'Independent Counsel' shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either [Registrant] or the
indemnitee in an action to determine the indemnitee's rights under this Article
XIII.

"Section 9. Any notice, request or other communication required or
permitted to be given to [Registrant] under this Article XIII shall be in
writing and either delivered in person or sent by telecopy, telex, telegram or
certified or registered mail, postage prepaid, return receipt requested, to the
Secretary of [Registrant] and shall be effective only upon receipt by the
Secretary."

Registrant has procured insurance protecting it under its obligation to
indemnify officers and directors against certain types of liabilities (including
certain liabilities under the Securities Act of 1933) that may be incurred by
them in the performance of their duties and affording protection to such
officers and directors in certain areas to which the corporate indemnity does
not extend, all within specified limits and subject to specified deductions.

In addition, Registrant and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments which
Registrant or such persons may be required to make in respect thereof.

Item 7. Exemption from Registration Claimed.

This Item is not applicable.

Item 8. Exhibits.

4a1 - Certificate of Incorporation, as amended, of Registrant
(incorporated herein by reference to Exhibit 3a2 to the
Quarterly Report on Form 10-Q of Registrant dated May 14,
1990).

4b1 - By-laws of Registrant as amended effective January
31, 1995 (incorporated herein by reference to Exhibit
3(ii)b to the Current Report on Form 8-K of Registrant
dated February 8, 1995).

4c1 - Stock Option Plan of American Brands, Inc., as amended
(incorporated herein by reference to Exhibit 10b1 to the
Annual Report on Form 10-K of Registrant for the Fiscal
Year ended December 31, 1992).

4c2 - Amendment to Stock Option Plan of American Brands, Inc.
constituting Exhibit 4c1 hereto (incorporated herein by
reference to Exhibit 10a to the Quarterly Report on Form
10-Q of Registrant dated November 11, 1993).

4d1 - 1986 Stock Option Plan of American Brands, Inc., as
amended (incorporated herein by reference to Exhibit 10b2
to the Annual Report on Form 10-K of Registrant for the
Fiscal Year ended December 31, 1992).

4d2 - Amendment to 1986 Stock Option Plan of American Brands,
Inc. constituting Exhibit 4d1 hereto (incorporated herein
by reference to Exhibit 10b to the Quarterly Report on Form
10-Q of Registrant dated November 11, 1993).

4d3 - Amendment to 1986 Stock Option Plan of American Brands,
Inc. constituting Exhibits 4d1 and 4d2 hereto (incorporated
herein by reference to Exhibit 10b to the Quarterly Report
on Form 10-Q of Registrant dated August 11, 1994).

4e1 - 1990 Long-Term Incentive Plan of American Brands, Inc.
(As Amended and Restated as of January 1, 1994)
(incorporated herein by reference to Exhibit 10a to the
Quarterly Report on Form 10-Q of Registrant dated August
11, 1994).

4f1 - Rights Agreement dated as of December 13, 1987 between
Registrant and First Chicago Trust Company of New York
(formerly named Morgan Shareholder Services Trust Company),
as Rights Agent, is incorporated herein by reference to
Exhibit 1 to the Application for Registration of Securities
on Form 8-A of Registrant dated December 22, 1987.

4f2 - Amendment No. 1 to Rights Agreement dated as of January
30, 1990 between Registrant and First Chicago Trust Company
of New York, as Rights Agent, amending the Rights Agreement
included as Exhibit 4f1 hereto is incorporated herein by
reference to Exhibit 2 to Amendment No. 1 on Form 8 to
Application for Registration of Securities on Form 8-A of
Registrant dated February 12, 1990.

4f3 - Amendment No. 2 to Rights Agreement dated as of September
25, 1990 between Registrant and First Chicago Trust Company
of New York, as Rights Agent, amending the Rights Agreement
constituting Exhibits 4f1 and 4f2 hereto is incorporated
herein by reference to Exhibit 3 to Amendment No. 2 on Form
8 to Application for Registration on Form 8-A of Registrant
dated September 26, 1990.

5a1 - Opinion of Chadbourne & Parke, counsel for Registrant,
covering shares of the Company's Common Stock issuable upon
the exercise of options or stock appreciation rights or
pursuant to other awards under the American Brands, Inc.
1990 Long-Term Incentive Plan.

23a1 - Consent of Coopers & Lybrand L.L.P., independent
accountants.

23b1 - Consent of Chadbourne & Parke, counsel for Registrant.

24a1 - Power of Attorney authorizing certain persons to sign
this Registration Statement on behalf of certain directors
and officers of Registrant.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

Provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Old Greenwich, State of Connecticut on this 27th day
of April, 1995.

AMERICAN BRANDS, INC.

Thomas C. Hays
By.............................
(Thomas C. Hays, Chairman
of the Board and Chief Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 27th day of April, 1995.

Signature Title

Thomas C. Hays
............................................ Chairman of the Board and Chief
(Thomas C. Hays) Executive Officer (principal
executive officer) and Director

John T. Ludes
............................................ President and Chief Operating
(John T. Ludes) Officer and Director

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

Dudley L. Bauerlein, Jr.
............................................ Senior Vice President and Chief
(Dudley L. Bauerlein, Jr.) Financial Officer (principal
financial officer)

William J. Alley*
............................................ Director
(William J. Alley)

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

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

<PAGE>

Signature Title

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)

A. Robert Colby
*By:............................................
(A. Robert Colby, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX

4a1 - Certificate of Incorporation, as amended, of Registrant
(incorporated herein by reference to Exhibit 3a2 to the
Quarterly Report on Form 10-Q of Registrant dated May 14,
1990).

4b1 - By-laws of Registrant as amended effective January
31, 1995 (incorporated herein by reference to Exhibit
3(ii)b to the Current Report on Form 8-K of Registrant
dated February 8, 1995).

23a1 - Consent of Coopers & Lybrand L.L.P., independent
accountants.

23b1 - Consent of Chadbourne & Parke, counsel for Registrant.

24a1 - Power of Attorney authorizing certain persons to sign
this Registration Statement on behalf of certain directors
and officers of Registrant.

EXHIBIT 5a1

Letterhead of Chadbourne & Parke
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100

April 27, 1995

American Brands, Inc.
1700 East Putnam Avenue
Old Greenwich, Connecticut 06870

Dear Sirs:

We have acted as counsel for American Brands, Inc. (the
"Company") in connection with the registration by the Company under the
Securities Act of 1933, as amended (the "Act"), of 12,000,000 additional shares
of the Company's Common Stock, par value $3.125 per share (the "Common Stock"),
issuable or transferable upon exercise of stock options or stock appreciation
rights or pursuant to performance awards, awards of restricted stock or other
stock-based awards under the American Brands, Inc. 1990 Long-Term Incentive Plan
(As Amended and Restated as of January 1, 1994) (the "Plan").

As counsel for the Company, we are familiar with the
Certificate of Incorporation of the Company, the By-laws of the Company and the
Company's corporate proceedings in respect of the authorization for issuance of
Common Stock in connection with the Plan.

Based upon the foregoing and having regard for legal
considerations which we deem relevant, we are of the opinion that when the
Registration Statement on Form S-8 with respect to the shares of Common Stock
issuable or transferable upon exercise of stock options and stock appreciation
rights or pursuant to restricted stock awards, performance awards and other
stock-based awards under the Plan has become effective under the Act, any and
all of such shares of Common Stock, when issued or transferred in accordance
with the provisions of the Plan, will be legally and validly issued, fully paid
and nonassessable.

Very truly yours,

CHADBOURNE & PARKE

EXHIBIT 23a1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this
Registration Statement on Form S-8, and the prospectuses related thereto, of:

(1) our report dated February 1, 1995 accompanying the
consolidated financial statements of American Brands, Inc. and its subsidiaries
as of December 31, 1994 and 1993, and for the years ended December 31, 1994,
1993 and 1992, incorporated by reference into the Annual Report on Form 10-K of
American Brands, Inc. for the year ended December 31, 1994; and

(2) our report dated February 1, 1995 accompanying the
financial statement schedules of American Brands, Inc. and its subsidiaries
included in the Annual Report on Form 10-K of American Brands, Inc. for the year
ended December 31, 1994.

COOPERS & LYBRAND L.L.P.

1301 Avenue of the Americas
New York, New York 10020
April 27, 1995

EXHIBIT 23b1

CONSENT OF COUNSEL

We consent to (a) to the reference to us and our opinion as
counsel for American Brands, Inc. under the caption "Federal Income Tax
Consequences" and (b) to the incorporation by reference of our opinion as
counsel for American Brands, Inc., a Delaware corporation ("Registrant"),
contained in Item 3, "Legal Proceedings", of the Annual Report on Form 10-K of
Registrant for the fiscal year ended December 31, 1994, in the Prospectuses
related to this Registration Statement.

CHADBOURNE & PARKE

30 Rockefeller Plaza
New York, New York 10112
April 27, 1995

EXHIBIT 24a1

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
and (b) any and all amendments and supplements thereto:

Signature Title Date

Thomas C. Hays
---------------------- Chairman of the Board January 30, 1995
Thomas C. Hays and Chief Executive
Officer (principal
executive officer) and
Director

John T. Ludes
---------------------- President and Chief January 31, 1995
John T. Ludes Operating Officer and
Director

Robert L. Plancher
---------------------- Senior Vice President January 31, 1995
Robert L. Plancher and Chief Accounting
Officer (principal
accounting officer)

Dudley L. Bauerlein, Jr.
---------------------- Senior Vice President January 27, 1995
Dudley L. Bauerlein, Jr. and Chief Financial
Officer (principal
financial officer)

William J. Alley
---------------------- Director January 31, 1995
William J. Alley

<PAGE>

Eugene R. Anderson
---------------------- Director January 31, 1995
Eugene R. Anderson

Patricia O. Ewers
---------------------- Director January 31, 1995
Patricia O. Ewers

---------------------- Director January , 1995
John W. Johnstone, Jr.

Wendell J. Kelley
---------------------- Director January 31, 1995
Wendell J. Kelley

Sidney Kirschner
---------------------- Director January 31, 1995
Sidney Kirschner

Gordon R. Lohman
---------------------- Director January 31, 1995
Gordon R. Lohman

Charles H. Pistor, Jr.
---------------------- Director January 31, 1995
Charles H. Pistor, Jr.

Peter M. Wilson
---------------------- Director January 31, 1995
Peter M. Wilson

<PAGE>

POWER OF ATTORNEY

Signature Title Date

---------------------- Chairman of the Board January , 1995
Thomas C. Hays and Chief Executive
Officer (principal
executive officer) and
Director

---------------------- President and Chief January , 1995
John T. Ludes Operating Officer and
Director

---------------------- Senior Vice President January , 1995
Robert L. Plancher and Chief Accounting
Officer (principal
accounting officer)

---------------------- Senior Vice President January , 1995
Dudley L. Bauerlein, Jr. and Chief Financial
Officer (principal
financial officer)

---------------------- Director January , 1995
William J. Alley

<PAGE>

---------------------- Director January , 1995
Eugene R. Anderson

---------------------- Director January , 1995
Patricia O. Ewers

John W. Johnstone, Jr.
---------------------- Director January 27, 1995
John W. Johnstone, Jr.

---------------------- Director January , 1995
Wendell J. Kelley

---------------------- Director January , 1995
Sidney Kirschner

---------------------- Director January , 1995
Gordon R. Lohman

---------------------- Director January , 1995
Charles H. Pistor, Jr.

---------------------- Director January , 1995
Peter M. Wilson