UNITED STATES SECURITIES AN D EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    946121399




                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




        Date of Report (Date of earliest event reported):January 1, 1998



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



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



     Delaware                            1-11415              13-3465896
(State or other jurisdiction of   (Commission File No.)    (I.R.S. Employer
 incorporation or organization)                            Identification No.)


One Centennial Avenue, P.O. Box 6820, Piscataway, NJ 08855-6820
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including area code: (732)980-6000

<PAGE>

ITEM 5. OTHER EVENTS



                RECENT MANAGEMENT CHANGES AND OTHER DEVELOPMENTS


         On December 10, 1997,  American Standard Companies Inc. ("the Company")
announced,  effective  January 1, 1998,  certain  changes in its  management and
organizational  structures  in  anticipation  of the  retirement  of certain key
executive  officers  and to  provide  focus  for  the  continued  growth  of the
Company's businesses:

     Mr. Hors Hinrichs,  Senior Vice President Automotive Products was appointed
to the newly created position of Vice Chairman;

     Mr. Craig Kissel,  Vice  President  and Group  Executive  Unitary  Products
Group, was named Senior Vice President Automotive Products;

     Mr. George Kerckhove,  Senior Vice President Plumbing  Products,  was named
Vice President and Chief Financial Officer and, until further notice, the Office
of the Chief Executive Officer will oversee management of Plumbing Products;

     Mr. Fred Allardyce,  Vice President and Chief Financial Officer,  was named
Senior Vice President Medical Systems;

     Mr. Benson Stein, Vice President,  General Auditor was named Vice President
- Operations Medical Systems; and

     Mr. Raymond Pipes, Vice President,  Corporate  Development,  was named Vice
President - Investor Relations.

In  addition,  effective  January 1, 1998,  the  Company  will  realign  its Air
Conditioning  Products Sector into three separate  businesses:  Applied Products
will be  organized  into  one  global  business  and  Unitary  Products  will be
organized into the North American Unitary and the International  Unitary Groups.
Leading  the  Applied  Global  Systems  business  as Vice  President  and  Group
Executive  will  be Mr.  James  Schultz,  currently  Vice  President  and  Group
Executive  of the  North  American  Commercial  Group.  Mr.  Roberto  Canizares,
Business Leader of the Trane Asia Pacific region, will lead the applied business
outside  North  America and report  directly to Mr.  Schultz.  Leading the North
American Unitary business as a newly-elected  Vice President and Group Executive
will be Mr. David Pannier, previously holding the senior marketing position with
the Unitary  Products  Group.  Mr. Bruce  Achenbach,  Business Leader of Trane's
European  business,  will lead the  International  Unitary  Products Group.  Mr.
William  Klug,  Vice  President and Group  Executive of the Trane  International
Group,  will provide  oversight and  assistance  in the  transition of the Trane
organization pending his planned retirement in 1998.


         During the past  several  years,  the Company has been  implementing  a
strategy of low-cost product sourcing across all of its businesses. With respect
to Plumbing  Products,  in 1996 the Company  commenced  production  of chinaware
products  for  its U. S.  and  Latin  American  markets  at a  newly-constructed
facility in Aguascalientes, Mexico. Production of plumbing fittings was expanded
at a plant in Vidima, Bulgaria as a source for certain products sold in European
markets.  In addition,  the Company is currently  completing  construction  of a
vitreous china production facility in Bulgaria.  Although the identification and
timing of plant closures has not been finally determined, the Company expects to
reorganize  certain of its  European  Plumbing  Products  operations,  including
shifting certain production capability to the Bulgarian chinaware facility,  and
that such  reorganizations and product source shifts could result in the Company
recording  a  charge  to  earnings  in 1998 of as  much as $75  million  to $100
million. With respect to Automotive Products and Air Conditioning  Products, the
Company has also commenced  implementation  of its low-cost  sourcing  strategy,
although such  implementation  is expected to be substantially  smaller in scope
than with respect to Plumbing Products.
<PAGE>

         The Company has previously  disclosed that German tax authorities  have
raised  questions  regarding  the  treatment of certain  significant  matters in
connection  with  examinations  of  the  tax  returns  of the  Company's  German
subsidiaries for the years 1984 to 1990, and have begun a subsequent examination
of  German  tax  returns  for  the  years  1991-1994  (See  Note 6 of  Notes  to
Consolidated  Financial  Statements  filed as an Exhibit to the Company's Annual
Report on Form 10-K for the year ended  December 31,  1996).  In addition to the
matters  previously  disclosed,  based on recent  preliminary  indications,  the
Company  believes  that the German tax  authorities  are  considering  proposing
additional tax  adjustments of  approximately  $50 million for the years 1991 to
1994 with  respect to the  substantial  repayment of an  intercompany  financing
instrument.  The Company is currently  unable to predict the time that or extent
to which an assessment, if any, in respect of such potential adjustment would be
made.  The  Company  believes,  however,  that  the tax  returns  of its  German
subsidiaries are substantially correct as filed.

         Recent currency  devaluations and related economic  weakness in certain
Far East  countries  have had an  adverse  impact  on the  Company's  sales  and
earnings. The Company's sales in the Far East (excluding China) are estimated to
have accounted for 6% of the Company's total sales in 1997. Excluding China, the
Company  estimates  that Far East sales  declined  $30  million  from 1996,  and
income, net of minority interest, declined $13 million.

         Capital  expenditures  in 1998 are  expected to be  approximately  $350
million and to be funded principally from operating cash flow.

         Information  Concerning  Forward-Looking  Statements.  Certain  of  the
statements  contained in this report (other than the  historical  financial data
and  other  statements  of  historical  fact),  including,  without  limitation,
statements  as to  management's  expectations  and  belief  are  forward-looking
statements.   Forward-looking   statements  are  made  based  upon  management's
expectations  and belief  concerning  future  developments  and their  potential
effect upon the Company. There can be no assurance that future developments will
be in accordance  with  management's  expectations  or that the effect of future
developments  on the  Company  will be those  anticipated  by  management.  Many
important   factors  could  cause  actual  results  to  differ  materially  from
management's  expectations,  including the level of new construction activity in
the Company's Air Conditioning  Products' and Plumbing  Products'  markets;  the
timing of completion and success in the start-up of new  production  facilities;
changes in U. S. or  international  economic  conditions,  such as  inflation or
interest rate  fluctuations  or recessions  in the  Company's  markets;  pricing
changes  to the  Company's  products  or those  of its  competitors,  and  other
competitive pressures on pricing and sales;  integration of acquired businesses;
risks generally relating to the Company's  international  operations,  including
governmental,  regulatory or political changes; and transactions or other events
affecting the need for, timing and extent of the Company's capital expenditures.

<PAGE>





                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                                AMERICAN STANDARD COMPANIES INC.



                                          By ____/s/ G. Ronald Simon____________
                                                           Name: G. Ronald Simon
                                            Title: Vice President and Controller




DATE:  January 8, 1998