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
  incorporation or organization)                         Identification No.)
         1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811
              (Address of Principal Executive Offices) (Zip Code)
                                   ----------
                          MasterBrand Industries, Inc.
                          Hourly Employee Savings 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 LLP
   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
                                   ----------
                        CALCULATION OF REGISTRATION FEE

                                   Proposed         Proposed
                       Amount       Maximum          Maximum         Amount
Title of Securities     to be     Offering Price    Aggregate          of
to be Registered      Registered   Per Share **      Offering   Registration Fee
                                                      Price**
Common Stock,
Par Value $3.125
per share, and 
Preferred Share
Purchase Rights*......15,000 shs.   $41.375          $620,625        $215
   
*    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.

**   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 ($41.625 and $41.125,  respectively)
     for the Common Stock on the New York Stock Exchange Composite  Transactions
     on November 3, 1995. 
                                   ----------

     In addition,  pursuant to Rule 416(c) of the Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.




<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); and

          (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.

     All  documents  subsequently  filed by  Registrant  or the Plan 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.



<PAGE>



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.

<PAGE>
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 - 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  (incorporated
          herein by reference to Exhibit 1 to the Application  for  Registration
          of Securities on Form 8-A of Registrant dated December 22, 1987).

    4c2 - 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 4c1
          hereto (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).

    4c3 - 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 4c1
          and 4c2  hereto  (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).

   15a1 - Letter  from  Coopers  &  Lybrand  L.L.P.  as to  certain  unaudited
          financial information.

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

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

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

   24b1 - Power  of  Attorney   authorizing  certain  persons  to  sign  this
          Registration   Statement   and   amendments   hereto   on   behalf  of
          administrators of the Plan.

   99a1 - MasterBrand Industries, Inc. Hourly Employee Savings Plan, effective
          as of August 1, 1995.

   99b1 - American Brands, Inc. Master Defined Contribution Plan Trust
          Agreement  dated as of  January  1, 1992  between  Registrant  and The
          Northern Trust Company.

   99b2 - First Amendment to American Brands, Inc. Master Defined Contribution
          Plan Trust Agreement constituting Exhibit 99b1 hereto.

   99b3 - Second   Amendment  to  American   Brands,   Inc.   Master  Defined
          Contribution Plan Trust Agreement  constituting Exhibits 99b1 and 99b2
          hereto.

     The Registrant will submit the Plan including any amendments thereto to the
Internal  Revenue  Service  (the  "IRS")  in a timely  manner  and will make all
changes required by the IRS in order to maintain the tax qualified status of the
Plan.


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 8th day
of November, 1995.

                                                    AMERICAN BRANDS, INC.

                                                    By THOMAS C. HAYS
                                                    (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 8th day of November, 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 J. 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)


<PAGE>



     Pursuant to the  requirements  of the  Securities Act of 1933, the Plan has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Deerfield,  State of
Illinois, on this 8th day of November, 1995.


                                                 MASTERBRAND INDUSTRIES, INC.
                                                  HOURLY EMPLOYEE SAVINGS PLAN

                                                 By RANDALL W. LARRIMORE*
                                              (Randall W. Larrimore, Chairman,
                                                 MasterBrand Industries, Inc.
                                          Retirement Plan Investment Committee)

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



<PAGE>



                               INDEX TO EXHIBITS


Exhibit No.                     Description of Exhibit                     Page

   15a1           -  Letter from Coopers & Lybrand L.L.P. as to certain
                     unaudited financial information.

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

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

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

   24b1           -  Power of Attorney authorizing certain persons to 
                     sign this Registration Statement and amendments
                     hereto on behalf of administrators of the Plan.

   99a1           -  MasterBrand Industries, Inc. Hourly Employee
                     Savings Plan, effective as of August 1, 1995.

   99b1           -  American Brands, Inc. Master Defined
                     Contribution Plan Trust Agreement dated as of
                     January 1, 1992 between Registrant and The
                     Northern Trust Company.

   99b2           -  First Amendment to American Brands, Inc. Master
                     Defined Contribution Plan Trust Agreement
                     constituting Exhibit 99b1 hereto.

   99b3           -  Second Amendment to American Brands, Inc. Master
                     Defined Contribution Plan Trust Agreement
                     constituting Exhibits 99b1 and 99b2 hereto.
[{"type": "S-8", "sequence": "1", "description": "MBI FORM S-8", "secsgml_size_bytes": 42111}]
{"company-data": {"conformed-name": "AMERICAN BRANDS INC /DE/", "cik": "0000789073", "assigned-sic": "2111", "irs-number": "133295276", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64075", "film-number": "95588313"}, "business-address": {"street1": "1700 E PUTNAM AVE", "city": "OLD GREENWICH", "state": "CT", "zip": "06870-0811", "phone": "2036985000"}}
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
  incorporation or organization)                         Identification No.)
         1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811
              (Address of Principal Executive Offices) (Zip Code)
                                   ----------
                          MasterBrand Industries, Inc.
                          Hourly Employee Savings 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 LLP
   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
                                   ----------
                        CALCULATION OF REGISTRATION FEE

                                   Proposed         Proposed
                       Amount       Maximum          Maximum         Amount
Title of Securities     to be     Offering Price    Aggregate          of
to be Registered      Registered   Per Share **      Offering   Registration Fee
                                                      Price**
Common Stock,
Par Value $3.125
per share, and 
Preferred Share
Purchase Rights*......15,000 shs.   $41.375          $620,625        $215
   
*    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.

**   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 ($41.625 and $41.125,  respectively)
     for the Common Stock on the New York Stock Exchange Composite  Transactions
     on November 3, 1995. 
                                   ----------

     In addition,  pursuant to Rule 416(c) of the Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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); and

          (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.

     All  documents  subsequently  filed by  Registrant  or the Plan 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 - 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  (incorporated
          herein by reference to Exhibit 1 to the Application  for  Registration
          of Securities on Form 8-A of Registrant dated December 22, 1987).

    4c2 - 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 4c1
          hereto (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).

    4c3 - 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 4c1
          and 4c2  hereto  (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).

   15a1 - Letter  from  Coopers  &  Lybrand  L.L.P.  as to  certain  unaudited
          financial information.

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

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

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

   24b1 - Power  of  Attorney   authorizing  certain  persons  to  sign  this
          Registration   Statement   and   amendments   hereto   on   behalf  of
          administrators of the Plan.

   99a1 - MasterBrand Industries, Inc. Hourly Employee Savings Plan, effective
          as of August 1, 1995.

   99b1 - American Brands, Inc. Master Defined Contribution Plan Trust
          Agreement  dated as of  January  1, 1992  between  Registrant  and The
          Northern Trust Company.

   99b2 - First Amendment to American Brands, Inc. Master Defined Contribution
          Plan Trust Agreement constituting Exhibit 99b1 hereto.

   99b3 - Second   Amendment  to  American   Brands,   Inc.   Master  Defined
          Contribution Plan Trust Agreement  constituting Exhibits 99b1 and 99b2
          hereto.

     The Registrant will submit the Plan including any amendments thereto to the
Internal  Revenue  Service  (the  "IRS")  in a timely  manner  and will make all
changes required by the IRS in order to maintain the tax qualified status of the
Plan.

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.
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 8th day
of November, 1995.

                                                    AMERICAN BRANDS, INC.

                                                    By THOMAS C. HAYS
                                                    (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 8th day of November, 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)
Signature                                         Title

   JOHN W. JOHNSTONE, JR.*                              Director
  (John W. Johnstone, Jr.)

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

    SIDNEY J. 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  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Deerfield,  State of
Illinois, on this 8th day of November, 1995.

                                                 MASTERBRAND INDUSTRIES, INC.
                                                  HOURLY EMPLOYEE SAVINGS PLAN

                                                 By RANDALL W. LARRIMORE*
                                              (Randall W. Larrimore, Chairman,
                                                 MasterBrand Industries, Inc.
                                          Retirement Plan Investment Committee)

*By: A. ROBERT COLBY
    (A. Robert Colby, Attorney-in-Fact)
INDEX TO EXHIBITS

Exhibit No.                     Description of Exhibit                     Page

   15a1           -  Letter from Coopers & Lybrand L.L.P. as to certain
                     unaudited financial information.

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

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

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

   24b1           -  Power of Attorney authorizing certain persons to 
                     sign this Registration Statement and amendments
                     hereto on behalf of administrators of the Plan.

   99a1           -  MasterBrand Industries, Inc. Hourly Employee
                     Savings Plan, effective as of August 1, 1995.

   99b1           -  American Brands, Inc. Master Defined
                     Contribution Plan Trust Agreement dated as of
                     January 1, 1992 between Registrant and The
                     Northern Trust Company.

   99b2           -  First Amendment to American Brands, Inc. Master
                     Defined Contribution Plan Trust Agreement
                     constituting Exhibit 99b1 hereto.

   99b3           -  Second Amendment to American Brands, Inc. Master
                     Defined Contribution Plan Trust Agreement
                     constituting Exhibits 99b1 and 99b2 hereto.