Registration No. 333-

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        AMERICAN STANDARD COMPANIES INC.
             (Exact name of registrant as specified in its charter)

                      Delaware                       13-3465896
           (State or other jurisdiction of       (I.R.S. Employer
           incorporation or organization)       Identification No.)


                              One Centennial Avenue
                                  P.O. Box 6820
                        Piscataway, New Jersey 08855-6820
                     (Address of Principal Executive Offices
                               including Zip Code)


                        American Standard Companies Inc.
                          Employee Stock Purchase Plan
                            (Full title of the Plan)


                            Richard A. Kalaher, Esq.
                   Vice President, General Counsel & Secretary
                              One Centennial Avenue
                                  P.O. Box 6820
                        Piscataway, New Jersey 08855-6820
                                 (908) 980-6000
            (Name, address and telephone number of agent for service)

<PAGE>

                         CALCULATION OF REGISTRATION FEE



                            Proposed     Proposed
Title of                    maximum      maximum       Amount
securities      Amount      offering     aggregate       of
to be           to be        price       offering    registration
registered   registered(1) per share(2)  price(2)       fee(3)
----------  -------------  ------------  ---------    ---------


Common Stock,  1,000,000     $38.75     $38,750,000   $11,431.25
par value
$.01 per share


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(1)      Consists of shares of Common Stock and an equal number of tandem Rights
         to be issued under the American Standard  Companies Inc. Employee Stock
         Purchase Plan (the "Plan").  Such  undeterminable  number of additional
         shares  as  may  be  issuable   pursuant  to  the   operation   of  the
         recapitalization provisions of the Plan are hereby also registered.

(2)      Computed  pursuant to Rule 457(h) solely for the purpose of determining
         the  registration  fee, based upon the average of the high and low sale
         prices of the  Registrant's  Common  Stock as  reported on the New York
         Stock Exchange on November 14, 1997.

(3)      Computed in  accordance  with the  provisions  of Section 6(b)2 of the
         Securities Act of 1933, as amended.




<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant  to the  Securities  Act of 1933  ("Securities  Act")  and the
regulations  promulgated  thereunder,  the document or documents  containing the
information  specified  in Part I of Form S-8 are not  required to be filed with
the  Securities  and Exchange  Commission as part of this Form S-8  Registration
Statement and, therefore, are not set forth herein.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  Incorporated by reference in this  Registration  Statement are
the following  documents  heretofore filed by American  Standard  Companies Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"):

                  (a)      The Company's  latest annual report filed pursuant to
                           Sections 13(a) or 15(d) of the Exchange Act;

                  (b)      All other  reports  filed by the Company  pursuant to
                           section  13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year  covered by the annual  report
                           referred to in (a) above; and

                  (c)      The  description of the Company's  Common Stock,  par
                           value $.01 per share (the "Common Stock"),  contained
                           in a registration  statement filed under the Exchange
                           Act,  and  any  amendment  or  report  filed  for the
                           purpose of updating such description.

                  (d)      The  description  of the  Company's  preferred  share
                           purchase rights (the "Rights")  contained in a report
                           filed by the Company  pursuant to Section 13 or 15(d)
                           of the Exchange Act and any amendment or report filed
                           to update such description.

                  All documents  subsequently  filed by the Company  pursuant to
sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment that  indicates that all securities  offered hereby
have been sold or that  deregisters all such  securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be part hereof from the dates of filing of such documents.
<PAGE>

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

          Section  145 of the General  Corporation  Law of the State of Delaware
(the  "Delaware  Statute")  empowers a Delaware  corporation  to  indemnify  any
persons  who are,  or are  threatened  to be made,  parties  to any  threatened,
pending or completed legal action, suit or proceeding,  whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and, for criminal proceedings,
had no  reasonable  cause  to  believe  his  conduct  was  illegal.  A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation in the  performance of his duty.  Where an officer or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
      
        In  accordance  with the  Delaware  Statute,  the Restated  Certificate
of  Incorporation  of the  Company  contains a provision  to limit the  personal
liability  of the  directors  for  violations  of  their  fiduciary  duty.  This
provision  eliminates each director's liability to the Company or its respective

<PAGE>
stockholders  for monetary  damages  except (i) for any breach of the director's
duty of loyalty to the Company or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Statute  providing for liability
of directors for unlawful  payment of dividends or unlawful  stock  purchases or
redemptions,  or (iv) for any  transaction  from  which a  director  derived  an
improper  personal  benefit.  The effect of this  provision is to eliminate  the
personal  liability of directors  for monetary  damages for actions  involving a
breach of their  fiduciary  duty of care,  including any such actions  involving
gross  negligence. 

         Subsection (b) of Article EIGHTH of the Company's Restated Certificate
of  Incorporation  provides for  indemnification  of directors and officers,  in
pertinent part, as follows:

          "(b) The  Corporation  shall  indemnify,  to the fullest extent now or
     hereafter  permitted  by  the  General  Corporation  Law of  the  State  of
     Delaware,  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, by reason of the
     fact that he or she is or was or has agreed to become a Director or officer
     of the  Corporation,  or is or was  serving  or has  agreed to serve at the
     request of the Corporation as a Director or officer of another corporation,
     partnership,  joint venture, trust or other enterprise, or by reason of any
     action alleged to be taken or omitted in such capacity, and may to the same
     extent  indemnify  any person who was or is a party or is  threatened to be
     made a party to such an action,  suit or  proceeding  by reason of the fact
     that he or she is or was or has  agreed to become an  employee  or agent of
     the Corporation, or is or was serving or has agreed to serve at the request
     of  the  Corporation  as an  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 in connection with such action, suit or proceeding or any appeal
     therefrom." 

          Article  VI of  the  Amended  By-laws  of  the  Company  provides  for
indemnification of directors and officers as follows:

          "Section 6.1. Nature of Indemnity. The Corporation shall 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, by reason of the fact that he is
     or was or has agreed to become a Director or officer of the Corporation, or

<PAGE>

     is or was serving or has agreed to serve at the request of the  Corporation
     as a  director  or  officer  of  another  corporation,  partnership,  joint
     venture,  trust or other enterprise,  or by reason of any action alleged to
     have been taken or omitted in such  capacity,  and may indemnify any person
     who  was or is a party  or is  threatened  to be  made a  party  to such an
     action,  suit or  proceeding by reason of the fact that he is or was or has
     agreed to  become an  employee  or agent of the  Corporation,  or is or was
     serving or has  agreed to serve at the  request  of the  Corporation  as an
     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 or on his behalf in  connection  with such action,  suit or
     proceeding  and any  appeal  therefrom,  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; except that in
     the case of an  action  or suit by or in the  right of the  Corporation  to
     procure a judgment in its favor (1) such  indemnification  shall be limited
     to expenses (including attorneys' fees) actually and reasonably incurred by
     such person in the defense or settlement of such action or suit, and (2) 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  Delaware  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 Delaware Court
     of Chancery or such other court shall deem proper."

          "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." 

          "Section  6.2.  Successful  Defense.  To the extent  that a  Director,
     officer,  employee or agent of the  Corporation  has been successful on the
     merits or otherwise in defense of any action,  suit or proceeding  referred
     to in  Section  6.1  hereof 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."
<PAGE>

          "Section  6.3.  Determination  that  Indemnification  is  Proper.  Any
     indemnification  of a Director or officer of the Corporation  under Section
     6.1 hereof  (unless  ordered by a court)  shall be made by the  Corporation
     unless a  determination  is made that  indemnification  of the  Director or
     officer  is not  proper  in the  circumstances  because  he has not met the
     applicable  standard  of  conduct  set forth in  Section  6.1  hereof.  Any
     indemnification  of any employee or agent of the Corporation  under Section
     6.1 hereof (unless ordered by a court) may be made by the Corporation  upon
     a determination that  indemnification of the employee or agent is proper in
     the circumstances because he has met the applicable standard of conduct set
     forth in Section 6.1 hereof. Any 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."

          "Section  6.4.  Advance  Payment  of  Expenses.   Expenses  (including
     attorneys'  fees) incurred by a Director or officer in defending any civil,
     criminal,  administrative or investigative action, suit or proceeding shall
     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 the 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  Article.  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.  The Board
     of Directors  may  authorize the  Corporation's  counsel to represent  such
     Director,  officer,  employee or agent in any action,  suit or  proceeding,
     whether  or not  the  Corporation  is a  party  to  such  action,  suit  or
     proceeding."

          "Section 6.7.  Insurance.  The Corporation shall purchase and maintain
     insurance  on behalf of any  person who is or was or has agreed to become a
     Director or officer of the Corporation, or is or was serving at the request
     of the  Corporation  as a  director  or  officer  of  another  corporation,
     partnership, joint venture, trust or other enterprise against any liability
     asserted  against  him and  incurred  by him or on his  behalf  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 the  provisions  of this  Article,  provided  that such  insurance is
     available on acceptable terms, which  determination shall be made by a vote
     of a majority of the entire Board of Directors."
<PAGE>


Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          An Exhibit  Index,  containing a list of all exhibits  filed with this
     Registration  Statement,  is set forth immediately  following the signature
     page to this Registration Statement.

Item 9.  Undertakings

         (a) The undersigned Registrant hereby undertakes:

         (1) 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,  as  amended  (the
                  "Securities  Act"),  unless the  information  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;

                           (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,  unless the  information  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;

                           (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.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, 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.
<PAGE>


                  (3) 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.

                  (b)  Subsequent   Exchange  Act  Documents.   The  undersigned
registrant  hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the registrant's annual report pursuant
to section  13(a) or section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the 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.

                  (c)   Indemnification.    Insofar   as   indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the  registrant  pursuant to the foregoing
provisions, or otherwise, the 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 and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the 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,  the 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 and will be governed by the final adjudication of such issue.

                                   SIGNATURES


                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the 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 Piscataway, State of New Jersey on the
18th day of November, 1997.

<PAGE>

                        AMERICAN STANDARD COMPANIES INC.



                                                By: /s/Emmanuel A. Kampouris
                                                       Emmanuel A. Kampouris
                                                     Chairman, President 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 their
stated capacities on November 18, 1997.


Signatures                                             Title



/s/  Emmanuel A. Kampouris                        Chairman, President and Chief
--------------------------                        Executive Officer, Director; 
     Emmanuel A. Kampouris                        Principal Executive Officer

/s/  Fred A. Allardyce                            Vice President and Chief
--------------------------                        Financial Officer; Principal
     Fred A. Allardyce                            Financial Officer 
                                                 

/s/ G. Ronald Simon                               Vice President and Controller;
--------------------------                        Principal Accounting Officer
    G. Ronald Simon                               

--------------------------                                 Director
Steven E. Anderson
          *
--------------------------                                 Director
Horst Hinrichs
          *
--------------------------                                 Director
George H. Kerckhove

--------------------------                                 Director
Shigeru Mizushima            
          *
--------------------------                                 Director
Roger W. Parsons
          *
--------------------------                                 Director
J. Danforth Quayle
          *
--------------------------                                 Director
David M. Roderick
          *
--------------------------                                 Director
Joseph S. Schuchert

* By:/s/ Frederick C. Paine 
        -------------------              
         Frederick C. Paine
         Attorney-in-Fact



<PAGE>


                                Index to Exhibits


Exhibit No.       Description of Exhibit


<PAGE>



     4(i) Form of Common Stock Certificate;  previously filed as Exhibit 4(i) in
          Amendment No. 3 to Registration  Statement No. 33-56409 of the Company
          under the Securities Act of 1933, as amended,  filed January 31, 1995,
          and herein incorporated by reference.

     4(ii)Indenture,  dated as of November 1, 1986,  between  American  Standard
          Inc. and Manufacturers Hanover Trust Company,  Trustee,  including the
          form of 9 1/4% Sinking Fund Debenture Due 2016 issued pursuant thereto
          on  December  9,  1986,   in  the   aggregate   principal   amount  of
          $150,000,000;   previously  filed  as  Exhibit  (4)(iii)  by  American
          Standard Inc. in its Form 10-K for the fiscal year ended  December 31,
          1986, and herein incorporated by reference.

     4(iii) Instrument of Resignation,  Appointment and Acceptance,  dated as of
          September 25, 1988 among American Standard Inc., Manufacturers Hanover
          Trust Company (the "Resigning  Trustee") and Wilmington  Trust Company
          (the  "Successor  Trustee"),  relating to resignation of the Resigning
          Trustee and appointment of the Successor Trustee,  under the Indenture
          described in (4)(ii)  above;  previously  filed as Exhibit  (4)(ii) in
          Registration  Statement No.  33-64450 of American  Standard Inc. under
          the Securities  Act of 1933, as amended,  and herein  incorporated  by
          reference.

     4(iv)Indenture dated as of May 15, 1992, between American Standard Inc. and
          First  Trust  National  Association,  Trustee,  relating  to  American
          Standard  Inc.'s  10 7/8%  Senior  Notes due  1999,  in the  aggregate
          principal amount of  $150,000,000;  previously filed as Exhibit (4)(i)
          by American  Standard Inc. in its Form 10-Q for the quarter ended June
          30, 1992, and herein incorporated by reference.

     4(v) Form of 10 7/8%  Senior  Notes due 1999  included  as Exhibit A to the
          Indenture described in (4)(iv) above.
<PAGE>


     4(vi)Form  of  Indenture,  dated  as of  June  1,  1993,  between  American
          Standard Inc. and United States Trust Company of New York, as Trustee,
          relating to American Standard Inc.'s 9 7/8% Senior  Subordinated Notes
          Due 2001;  previously filed as Exhibit (4)(xxxi) in Amendment No. 1 to
          Registration  Statement No.  33-61130 of American  Standard Inc. under
          the Securities  Act of 1933, as amended,  and herein  incorporated  by
          reference.

    4(vii)Form of Note  evidencing  the 9 7/8% Senior  Subordinated  Notes Due
          2001  included  as Exhibit A to the Form of  Indenture  referred to in
          (4)(viii) above.

  4(viii) Form of  Indenture,  dated  as of June 1,  1993,  between  American
          Standard Inc. and United States Trust Company of New York, as Trustee,
          relating  to  American  Standard  Inc.'s 10 1/2%  Senior  Subordinated
          Discount Debentures Due 2005;  previously filed as Exhibit (4)(xxxiii)
          in Amendment No. 1 to Registration  Statement No. 33-61130 of American
          Standard Inc. under the Securities Act of 1933, as amended, and herein
          incorporated by reference.

     4(ix)Form of Debenture evidencing the 10 1/2% Senior Subordinated  Discount
          Debentures  Due 2005  included  as Exhibit A to the Form of  Indenture
          referred to in 4(x) above.

     4(x) Amended and Restated Credit  Agreement,  dated as of January 31, 1997,
          among  American  Standard  Companies  Inc.,  American  Standard  Inc.,
          certain  subsidiaries  of American  Standard  Inc.  and the  financial
          institutions   listed   therein,   The  Chase   Manhattan   Bank,   as
          Administrative  Agent;  Citibank,  N. A., as Documentation  Agent; The
          Bank of Nova Scotia and NationsBank,  N. A., as Co-Syndication Agents;
          Bankers Trust Company,  Deutsche Bank AG, The Industrial Bank of Japan
          Trust  Company,  The  Sanwa  Bank  Limited,  New York  Branch  and The
          Sumitomo Bank,  Ltd., as Senior Managing  Agents;  and The Bank of New
          York,  Banque  Paribas,  CIBC Inc.,  CIBC Wood  Gundy  plc,  Compagnie
          Financiere de CIC et de L'Union Europeenne,  Credit Lyonnais, New York
          Branch,  Fleet  National  Bank,  The Long Tem  Credit  Bank of  Japan,
          Limited and The Toronto-Dominion Bank, as Managing Agents;  previously
          filed  as  Exhibit  (4)  (xviii)  to  Amendment  No.2 to  Registration
          Statement No.  333-18015 under the Securities Act of 1933, as amended,
          filed February 5, 1997, and herein incorporated by reference.
<PAGE>

     4(xi)First  Amendment,  dated  as of  May  15,  1997,  to the  Amended  and
          Restated Credit Agreement referred to in 4(x) above;  previously filed
          as Exhibit 4(i) to the Company's  Report on Form 8-k dated October 20,
          1997 ended March 31, 1995, and herein incorporated by reference.

          Second  Amendment,  dated as of August  20,  1997 to the  Amended  and
          Restated Credit Agreement referred to in 4(x) above;  previously filed
          as Exhibit 4(ii) to the Company's Report on Form 8-k dated October 20,
          1997, and incorporated by reference herein.

   4(xii) Rights  Agreement,  dated as of January 5, 1995  between the Company
          and  Citibank,  N.A.  as Rights  Agent;  previously  filed as  Exhibit
          (4)(xxv)  by the  Company in its Form 10-K for the  fiscal  year ended
          December 31, 1994, and herein incorporated by reference.

     5    Opinion of Richard A.  Kalaher,  Esq.  regarding  the  legality of the
          securities being issued.

    23(i) Consent of Ernst & Young LLP.

   23(ii) Consent of Richard A. Kalaher,  Esq. (includ ed in the Opinion filed
          as Exhibit 5).

      24  Powers of Attorney.
<PAGE>