SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[ X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997
                                       OR

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                 .

                         Commission file number 1-11415
                        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, NJ           08855-6820
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code            (908) 980-6000

           Indicate  by check  mark  whether  the  Registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                                                                     X Yes No

           Indicate  the number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

           Common stock, $.01 par value, outstanding at
             April 30, 1997                                         74,072,868
                                                                     (shares)





<PAGE>




                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements

               American  Standard  Companies  Inc.  is  a  Delaware  corporation
     organized in March 1988, and has as its only investment all the outstanding
common stock of American Standard Inc. Hereinafter,  "the Company" will refer to
American Standard  Companies Inc. or to its subsidiary,  American Standard Inc.,
as the context requires.

      The  following   summary  statement  of  operations  of  the  Company  and
subsidiaries  for the three  months  ended  March 31, 1997 and 1996 has not been
audited,  but  management  believes that all  adjustments,  consisting of normal
recurring  items,  necessary to a fair  presentation of financial data for those
periods have been  included.  Results for the first three months of 1997 are not
necessarily indicative of results for the entire year.
<TABLE>

                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF OPERATIONS

                           (Dollars in millions except
                               per share amounts)

<CAPTION>
                                                            Three months ended
                                                                 March 31,
                                                                 ---------
                                                            1997         1996
                                                            ----         ----
                                                   
<S>                                                      <C>          <C> 

SALES                                                     $1,361       $1,364
                                                          ------       ------
                                                          

COST AND EXPENSES
  Cost of sales                                            1,018        1,031
  Selling and administrative expenses                        236          227
  Asset impairment loss                                        -          235
  Other expense                                                5            7
  Interest expense                                            49           52
                                                              --           --
                                                    
                                                           1,308        1,552
INCOME (LOSS) BEFORE INCOME TAXES AND
  EXTRAORDINARY ITEM                                          53         (188)
Income taxes                                                  19           17
                                                              --           --

INCOME (LOSS) BEFORE
  EXTRAORDINARY ITEM                                          34         (205)
Extraordinary loss on retirement of debt, net of tax           9            -
                                                             ---         ----                                                    
NET INCOME (LOSS)                                      $      25       $ (205)
                                                       ==========      ======

NET INCOME (LOSS) PER COMMON SHARE AND
    COMMON SHARE EQUIVALENTS:

    Income (loss) before extraordinary item          $       .43    $   (2.66)
    Extraordinary loss                                      (.11)           -
                                                            -----      ------   
    NET INCOME (LOSS)                                $       .32    $   (2.66)
                                                     ============   =========

Average number of outstanding common shares and
    common share equivalents                          78,800,057   77,310,974
<FN>

                             See accompanying notes
</FN>
</TABLE>


<PAGE>





Item 1.  Financial Statements (continued)
<TABLE>

                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
                         UNAUDITED SUMMARY BALANCE SHEET
                              (Dollars in millions
                               except share data)
<CAPTION>

                                                          March 31, December 31,
                                                             1997      1996
                                                         ---------  ---------
<S>                                                     <C>        <C> 

         CURRENT ASSETS
         Cash and cash equivalents                     $     78    $     60
         Accounts receivable                                865         800
         Inventories
           Finished products                                282         236
           Products in process                               80          78
           Raw materials                                     97          95
                                                          -----          --
                                                            459         409
         Other current assets                               124         117
                                                            ---         ---
         TOTAL CURRENT ASSETS                             1,526       1,386

         FACILITIES, less accumulated depreciation;
         March 1997 - $573; Dec. 1996 - $577                987       1,006
         GOODWILL                                           828         875
         OTHER ASSETS                                       263         253
                                                            ---         ---
         TOTAL ASSETS                                    $3,604      $3,520
                                                         ======      ======

         CURRENT LIABILITIES
         Loans payable to banks                         $   358     $   109
         Current maturities of long-term debt                21          73
         Accounts payable                                   434         469
         Accrued payrolls                                   156         152
         Other accrued liabilities                          534         434
                                                            ---         ---
         TOTAL CURRENT LIABILITIES                        1,503       1,237

         LONG-TERM DEBT                                   1,810       1,742
         RESERVE FOR POSTRETIREMENT BENEFITS                456         473
         OTHER LIABILITIES                                  456         448
                                                            ---        ---
         TOTAL LIABILITIES                                4,225       3,900

         STOCKHOLDERS' DEFICIT
         Preferred stock, 2,000,000 shares authorized,
           none issued and outstanding                        -           -
         Common stock $.01 par value, 200,000,000
           shares authorized, 74,017,532
           shares issued and outstanding
           in 1997; 78,572,638 in 1996                        1           1
         Capital surplus and other                          367         563
         Accumulated deficit                               (747)       (771)
         Foreign currency translation effects              (242)       (173)
                                                           ----        ----

         TOTAL STOCKHOLDERS' DEFICIT                       (621)       (380)
                                                           ----        ----
                                                         $3,604      $3,520
                                                         ======      ======
<FN>

                             See accompanying notes
</FN>
</TABLE>


<PAGE>





Item     1.  Financial Statements (continued)
<TABLE>

                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF CASH FLOWS
                              (Dollars in millions)
<CAPTION>

                                                           Three months ended
                                                                March 31,
                                                               ---------
                                                             1997    1996
                                                             ----    ----
<S>                                                        <C>      <C>   

CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Income (loss) before extraordinary item                $   34     $(205)
    Asset impairment loss                                       -       235
    Depreciation                                               31        32
    Amortization of goodwill                                    7         7
    Non-cash interest                                          15        16
    Non-cash stock compensation                                 9         8
    Changes in assets and liabilities:
        Accounts receivable                                   (83)      (41)
        Inventories                                           (60)      (60)
        Accounts payable and other accruals                    50        13
        Other assets and liabilities                          (18)       (7)
                                                              ----       --
    Net cash used by operating activities                     (15)       (2)
                                                              ----       --

  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                 (38)      (36)
    Investments in affiliated companies                        (1)       (2)
    Other                                                       -        19
                                                               --        --
    Net cash used by investing activities                     (39)      (19)
                                                              ----      ---

  FINANCING ACTIVITIES:
    Repurchase of common stock                               (208)        -
    Proceeds from issuance of long-term debt                  376         -
    Repayments of long-term debt                             (347)      (29)
    Net change in revolving credit facility                   238        (8)
    Net change in other short-term debt                        13        11
    Other                                                       1        (8)
                                                               --        --
    Net cash provided (used) by financing activities           73       (34)
                                                               ---      ---

Effect of exchange rate changes on cash and
    cash equivalents                                           (1)       (1)
                                                              ---        --
Net increase (decrease) in cash and cash equivalents           18       (56)
Cash and cash equivalents at beginning of period               60        89
                                                              ---        --
Cash and cash equivalents at end of period                $    78   $    33
                                                          ========  =======

<FN>

                             See accompanying notes
</FN>
</TABLE>

<PAGE>






                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS



   Note 1.  Public Offering of Common Stock and Repurchase of Common Stock

         In the first quarter of 1997 the Company completed a secondary offering
   (the "Secondary Offering") of 12,429,548 shares of the Company's common stock
   owned by Kelso ASI Partners,  L.P. ("ASI  Partners"),  the Company's  largest
   stockholder at December 31, 1996, and the repurchase (the "Share Repurchase")
   by the Company from ASI  Partners of 4,628,755  shares of common stock of the
   Company.  In addition,  the Company issued to ASI Partners 5-year warrants to
   purchase 3,000,000 shares of the Company's common stock at $55 per share. See
   Management's  Discussion  and Analysis of  Financial  Position and Results of
   Operations - Liquidity and Capital Resources.



   Note 2.  Amendment and Restatement of Bank Credit Agreement

         In January 1997 the Company entered into an amended and restated credit
   agreement  (the "1997  Credit  Agreement"),  which  provided the Company with
   senior secured credit facilities  aggregating $1.75 billion and which matures
   in  2002.  The  1997  Credit   Agreement   provides  lower  interest   costs,
   significantly increased borrowing capacity, less restrictive covenants and no
   scheduled  principal  payments  until  maturity  in  2002.  See  Management's
   Discussion  and  Analysis of Financial  Position and Results of  Operations -
   Liquidity and Capital Resources.


   Note 3.  Formation of Medical Systems Group

         In January 1997 the Company announced  formation of its Medical Systems
   Group to pursue  initiatives in the medical  diagnostics  field. For the last
   several years the Company had supported the  development of two small medical
   diagnostic   products  groups  focusing  on  test  instruments   using  laser
   technology  and  reagents,  and on March 10, 1997,  entered  into  definitive
   agreements to acquire the European  medical  diagnostic  business (the "Sorin
   Business"  or "Sorin") of Sorin  Biomedica  S.p.A.,  an affiliate of the Fiat
   Group and all the outstanding shares of INCSTAR  Corporation  ("Incstar"),  a
   biotechnology  company  based  in  Stillwater,   Minnesota,  in  which  Sorin
   Biomedica S.p.A. indirectly owned a 52% interest. See Management's Discussion
   and Analysis of Financial  Position and Results of Operations - Liquidity and
   Capital Resources.



<PAGE>


   Note 4.  Impact of New Accounting Pronouncement

        Effective  December  31,  1997,  the  Company  will adopt  Statement  of
   Financial  Accounting  Standards  No. 128,  Earnings per Share,  ("FAS 128"),
   which will simplify the  calculation  and  presentation of earnings per share
   data and require  the  restatement  of earnings  per share data for all prior
   periods presented. Earlier application is not permitted. Upon the adoption of
   FAS 128 at the end of 1997,  primary  income of $.43 per common  share (based
   upon 78,800,057 average common and common equivalent shares  outstanding) for
   the three  months  ended March 31,  1997,  will be restated to reflect  basic
   income of $.44 per common share (based upon 76,296,122  average common shares
   outstanding)  and diluted  income of $.43 per share  (based  upon  78,800,057
   average  diluted  shares  outstanding).  No  restatement is necessary for the
   three months ended March 31, 1996, as the effect of common stock  equivalents
   was not material and their inclusion would have been antidilutive to the loss
   per share.


   Note 5.  Tax Matters

        As described in Note 6 of Notes to Consolidated  Financial Statements in
   the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
   1996,  there are pending  German tax issues for the years 1984 through  1990.
   See "Management's  Discussion and Analysis of Financial Condition and Results
   of Operations -- Liquidity and Capital Resources."





<PAGE>



                          PART 1. FINANCIAL INFORMATION

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

   Overview

         Sales and operating  income in the first quarter of 1997 both increased
   3%, compared with the first quarter of 1996, excluding the adverse effects of
   foreign exchange and an asset impairment charge recorded in the first quarter
   of 1996.  In the first  quarter  of 1996 the  Company  adopted  Statement  of
   Financial  Accounting  Standards  No. 121 related to impairment of long-lived
   assets, resulting in a non-cash charge of $235 million,  approximately 90% of
   which was the write-down of goodwill, for which there is no tax benefit.
<TABLE>

                         SUMMARY SEGMENT AND INCOME DATA
                              (Dollars in millions)
<CAPTION>

                                                                 (Unaudited)
                                                             Three Months Ended
                                                                   March 31,
                                                                   ---------
                                                                1997       1996
                                                                ----       ----
<S>                                                            <C>       <C> 

Sales:
   Air Conditioning Products                               $   782     $   758
   Plumbing Products                                           343         348
   Automotive Products                                         236         258
                                                               ---    --------

Total  sales                                                $1,361      $1,364
                                                            =======     ======

Operating income (loss) before asset impairment loss:
    Air Conditioning Products                             $     69    $     61
    Plumbing Products                                           22          19
    Automotive Products                                         32          42
    Medical Systems                                             (4)         (2)
                                                                --          -- 
                                                                           
                                                               119         120
 Asset impairment loss:
    Air Conditioning Products                                    -        (121)
    Plumbing Products                                            -        (114)
                                                               ---        ---- 

                                                                 -        (235)
                                                               ---        ----
 Total operating income (loss)                                 119        (115)
 Interest expense                                              (49)        (52)
 Corporate items                                               (17)        (21)
                                                               ---         ---

 Income (loss) before income taxes and
    extraordinary item                                       $  53    $   (188)
                                                             ======   =========
</TABLE>


<PAGE>



Results of  Operations  for the First  Quarter of 1997  Compared  with the First
Quarter of 1996

         Consolidated  sales for the first quarter of 1997 were $1,361  million,
essentially  the same as the first  quarter of 1996,  but increased 3% excluding
the  unfavorable  effects  of  foreign  exchange.  Sales  increased  3% for  Air
Conditioning  Products  but  decreased  1%  for  Plumbing  Products  and  9% for
Automotive Products.

         Operating  income was $119 million for the first quarter of 1997,  down
slightly  from $120 million in the first  quarter of 1996  (excluding  the asset
impairment  charge  previously  mentioned),  but up 3% excluding the unfavorable
effects of foreign exchange. Operating income increased 13% for Air Conditioning
Products  and  16% for  Plumbing  Products,  but  declined  24%  for  Automotive
Products.

         Sales of Air  Conditioning  Products  increased  3% (4%  excluding  the
unfavorable  effects of foreign  exchange) to $782 million for the first quarter
of 1997 from $758  million for the  comparable  quarter of 1996,  primarily as a
result of a strong  increase  in  commercial  unitary  systems  in the U.S.  and
continued  growth in Latin  America,  partly  offset by somewhat  lower sales in
Europe due to continuing  economic weakness in that market.  Sales of commercial
unitary products in the U.S.  increased  because of improved  markets,  gains in
market share and higher  prices.  Latin  American  sales  increased  principally
because of market growth, especially in Mexico and Argentina.

         Operating  income  of Air  Conditioning  Products  increased  13% (with
little effect from foreign exchange) to $69 million in the first quarter of 1997
from $61 million in the 1996 quarter  (excluding the asset  impairment  charge),
primarily  reflecting  higher volumes and improved  margins in the U.S.  unitary
business  and  higher  volumes  in Latin  America.  Operating  results in Europe
decreased slightly from the first quarter of 1996, because of the lower sales.

         Sales of Plumbing  Products  decreased  1% to $343 million in the first
quarter of 1997,  from $348 million in the first quarter of 1996.  Excluding the
unfavorable  effects  of foreign  exchange,  sales  increased  2% over the first
quarter of 1996,  reflecting  sales gains in the U.S., Latin America and the Far
East, partly offset by a sales decline in Europe.  U.S. operations achieved a 9%
sales increase on higher volume,  primarily  through the retail market  channel.
Sales  increased  on  higher  volumes  in  Latin  America  and in the Far  East,
reflecting  in part  that the  Philippines  had  been  adversely  affected  by a
five-week  strike in the first quarter of 1996. The decline in Europe was caused
by further market weakness, especially in Italy and Germany.

         Operating income of Plumbing Products  increased 16% (22% excluding the
unfavorable effects of foreign exchange) to $22 million for the first quarter of
1997 from $19  million  for the 1996  period  (excluding  the  asset  impairment
charge).  Operating income increased primarily because of higher volume in Latin
America  and the Far  East and the  adverse  effect  in 1996 of the  Philippines
strike.  Operating  income also benefitted from lower-cost  product sourcing and
manufacturing cost improvements.

         Sales of  Automotive  Products for the first  quarter of 1997 were $236
million,  a decrease  of 9% (1%  excluding  the  unfavorable  effects of foreign
exchange)  from $258 million in the first quarter of 1996.  Unit volume of truck
and bus  production  in western  Europe  declined 14% from a record level in the
first  quarter of 1996.  In  addition,  aftermarket  sales were  slightly  lower
overall.  These effects were largely offset by increased  shipments of anti-lock
braking systems to the U.S. market,  where such systems are now mandatory on all
new heavy-duty trucks, and by higher value per truck on new model introductions.

         Operating income for Automotive  Products for the first quarter of 1997
declined 24% (16% excluding  foreign  exchange  effects) to $32 million from $42
million in the first quarter of 1996.  This reflected  lower European  sales, an
increase in lower-margin  shipments to its U.S. joint venture and start-up costs
of the new electronic braking system product line, offset partly by productivity
improvements.


Financial Review

         Interest expense decreased in the first quarter of 1997 compared to the
year-earlier  quarter as lower overall interest rates on debt outstanding  under
the  Company's  1997 bank  credit  agreement  more  than  offset  the  effect of
increased  debt  arising  from the $208  million  repurchase  of  shares  of the
Company's common stock in February 1997. Corporate costs in the first quarter of
1997 declined primarily as a result of increased equity income.

         The income tax provision for the first quarter of 1997 was $19 million,
or 36.3% of pretax income  compared with a provision of $17 million,  also 36.3%
of pretax income (excluding the asset impairment charge on which there is no tax
benefit)  in the first  quarter  of 1996.  Those  effective  tax  rates  reflect
improvements in U.S.  income in both periods,  enabling the Company to recognize
previously unrecognized tax benefits.

     As a result of the  redemption  of debt in the first  quarter  of 1997 upon
completion of the 1997 Credit  Agreement,  the first quarter of 1997 included an
extraordinary charge of $9 million, net of taxes,  attributable to the write-off
of unamortized  debt issuance  costs.  On April 15, 1997, the Company called for
redemption of, and on May 15, 1997 redeemed its $250 million aggregate principal
amount of 11-3/8% Senior Debentures due 2004 at a redemption price of 105.69% of
the principal amount plus interest accrued to the redemption date. In connection
therewith,  the second quarter of 1997 will include an  extraordinary  charge of
approximately  $15  million,  net of  taxes,  including  call  premiums  and the
write-off of unamortized  debt issuance costs.  The Company intends to fund such
redemption with borrowings under the 1997 Credit Agreement.


Liquidity and Capital Resources

         Net cash used by operating activities,  after cash interest paid of $11
million,  was $15 million for the first quarter of 1997,  compared with net cash
used of $2 million for the  similar  period of 1996.  The $13 million  decrease
resulted  primarily  from  increased  working  capital.  Inventories,   accounts
receivable  and other working  capital  items  increased in the first quarter of
both  years,  reflecting  the  seasonal  pattern  typical of the first  quarter.
Despite the overall increase in inventories,  average inventory  turnover in the
first  quarter of 1997  improved  six-tenths  of a turn  compared  with the 1996
quarter.  The Company  made  capital  expenditures  of $39 million for the first
quarter of 1997,  including $1 million of  investments  in affiliated  companies
compared with capital  expenditures of $38 million in the first quarter of 1996,
including $2 million of investments in affiliated companies.

         In January  1997 the Company  entered  into the 1997 Credit  Agreement.
This agreement,  which expires in 2002, provides the Company with senior secured
credit facilities  aggregating $1.75 billion as follows: (a) a $750 million U.S.
dollar  revolving  credit facility and a $625 million  multi-currency  revolving
credit  facility  (  the  "Revolving   Facilities")   and  (b)  a  $375  million
multi-currency  periodic  access  credit  facility.  Up to $500  million  of the
Revolving  Facilities  may be used  for  the  issuance  of  letters  of  credit.
Borrowings  under the Revolving  Facilities by their terms are  short-term.  The
1997 Credit Agreement and certain other American  Standard Inc. debt instruments
contain  restrictive  covenants  and other  requirements  with which the Company
believes it is currently in compliance. The 1997 Credit Agreement provides lower
interest costs,  significantly  increased borrowing  capacity,  less restrictive
covenants and no scheduled principal payments until maturity in 2002.

         At March 31, 1997, the Company's  total  indebtedness  was $2.2 billion
and annual  scheduled  debt  maturities  were $18  million,  $26  million,  $164
million,  $13  million  and $212  million,  for the  years  1997  through  2001,
respectively.  At March 31, 1997, the Company had outstanding borrowings of $305
million under the Revolving Facilities. There was $1,015 million available under
the Revolving  Facilities  after reduction for borrowings and for $55 million of
letters of credit usage. In addition,  at March 31, 1997, the Company's  foreign
subsidiaries had $49 million  available under overdraft  facilities which can be
withdrawn by the banks at any time.

     On May 5, 1997,  the Company  announced a plan to  repurchase  from time to
time in the open market up to $100  million of its common stock during the next
twelve months.  It is anticipated that shares  repurchased  pursuant to the plan
will be available in connection  with the exercise of stock options and other of
the Company's incentive compensation programs.

         In the first  quarter of 1997 the Company  completed  (i) the Secondary
Offering  of  12,429,548  shares  of the  Company's  common  stock  owned by ASI
Partners  (including   1,621,245  shares  sold  pursuant  to  the  underwriters'
over-allotment  option) and (ii) the Share  Repurchase  by the Company  from ASI
Partners,  the Company's largest  stockholder at December 31, 1996, of 4,628,755
shares of the Company's  common stock for $208 million.  In conjunction with the
Secondary  Offering,  ASI  Partners  distributed  to  certain  of  its  partners
3,780,353 shares (the "Share  Distribution")  of the Company's common stock that
it owned.  In addition,  the Company issued to ASI Partners  5-year  warrants to
purchase  3,000,000  shares of the Company's  common stock at $55 per share, $10
per share over the public  offering price in the Secondary  Offering.  After the
Secondary  Offering,  the  Share  Distribution  and the  Share  Repurchase,  ASI
Partners  owned no common  stock of the  Company  and is no longer  entitled  to
designate  any of  the  Company's  directors.  All of  the  shares  sold  in the
Secondary  Offering  were  previously  issued and  outstanding  shares,  and the
Company received no proceeds therefrom.

         In January 1997 the Company announced  formation of its Medical Systems
Group to pursue  initiatives  in the  medical  diagnostics  field.  For the last
several  years the Company has supported  the  development  of two small medical
diagnostic  products groups focusing on test instruments  using laser technology
and reagents. The Company had invested an aggregate of approximately $40 million
in the development of these businesses through December 31, 1996,  including $13
million of development  expenses  incurred in 1996.  Based upon the progress and
prospects of those two businesses,  the Company decided to explore  acquisitions
to accelerate the  commercialization  of its technology and expand the number of
diagnostic  tests covered by its products.  Accordingly,  on March 10, 1997, the
Company  entered into  definitive  agreements  to acquire the  European  medical
diagnostic  business of Sorin Biomedica  S.p.A.,  an affiliate of the Fiat Group
and, by means of a merger, all the outstanding shares of INCSTAR Corporation,  a
biotechnology company based in Stillwater,  Minnesota,  in which Sorin Biomedica
S.p.A.  indirectly  owns a 52% interest.  Sales in 1996 were  approximately  $80
million for the Sorin Business and  approximately  $40 million for Incstar.  The
aggregate cost of the acquisitions,  which the Company anticipates completing in
the second  quarter of 1997,  is  expected  to be  approximately  $220  million,
including fees and expenses,  and will be funded with borrowings  under the 1997
Credit Agreement.

         As described in Note 6 of Notes to Consolidated Financial Statements in
the Company's  Annual Report on Form 10-K for the year ended  December 31, 1996,
there are pending  German Tax issues for the years 1984 through 1990.  There has
been no change in the status of these issues since that report was filed.






<PAGE>


                           PART II. OTHER INFORMATION




Item  1.  Legal Proceedings.

           For a discussion  of German tax issues see  "Management's  Discussion
and Analysis of Financial  Condition  and Results of Operations -- Liquidity and
Capital  Resources"  in Part I of this report  which is  incorporated  herein by
reference.

Item 5.  Other Information.

     (a) On May 5, 1997, the Company announced its plan to repurchase, from time
to time in the open market,  during the next twelve months up to $100 million of
its  common  stock.  See  "Managements  Discussion  and  Analysis  of  Financial
Condition and Results of Operations--Liquidity and Capital Resources" in Part 1,
which is incorporated herein by reference.

     (b) On May 15, 1997, the Company redeemed its 11-3/8% Senior Debentures due
2004.  See  "Management's  Discussion  and Analysis of Financial  Condition  and
Results of  Operations  --  Financial  Review" in Part I, which is  incorporated
herein by reference.


Item  6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits. The exhibits listed on the accompanying Index to Exhibits
are filed as part of this quarterly report on Form 10-Q.

         (b) Reports on Form 8-K.  During the quarter ended March 31, 1997,  the
Company filed no reports on Form 8-K.






<PAGE>


                                    SIGNATURE

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

                                                AMERICAN STANDARD COMPANIES INC.








                                                             /s/ G. Ronald Simon
                                                   Vice President and Controller
                                                  (Principal Accounting Officer)









May 15, 1997



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                        AMERICAN STANDARD COMPANIES INC.

                                INDEX TO EXHIBITS



(The File Number of the Registrant, American Standard Companies Inc. is 1-11415)



                 Exhibit No.               Description
                    (27)                   Financial Data Schedule
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