<PAGE>
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED SEPTEMBER  30, 1996                     COMMISSION FILE NUMBER
                                                                 1-10395

                            FIRST BRANDS CORPORATION

             (Exact name of registrant as specified in its charter)

       DELAWARE                                               06-1171404
----------------------                                     ---------------------
State of Incorporation                                       (IRS Employer
                                                           Identification No.)

              83 Wooster Heights Rd., Building 301
                          P.O. Box 1911
                    Danbury, Connecticut                       06813-1911
            ---------------------------------------            -----------
            (Address of principal executive offices)           (Zip Code)

        Registrant's telephone number, including area code          203-731-2300
                                                                    ------------
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.

                           YES  [X]               NO [ ]

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

                     CLASS                      Outstanding at November 1, 1996
             ---------------------------        -------------------------------
            Common Stock, $.01 par value               40,881,786 shares

<PAGE>
<PAGE>





                                   FIRST BRANDS CORPORATION

                                      INDEX TO FORM 10-Q

                                                                            PAGE
                                                                            ----
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Condensed Statements of Income -
 For the Three Month Periods
 Ended September 30, 1996 and 1995......................................       3

Consolidated Condensed Balance Sheets -
 September 30, 1996 and June 30, 1996...................................       4

Consolidated Condensed Statement of Stockholders'
 Equity - For the Three Month Period
 Ended September 30, 1996...............................................       5

Consolidated Condensed Statements of Cash
 Flows - For the Three Month Periods
 Ended September 30, 1996 and 1995......................................       6

Notes to Consolidated Condensed Financial
 Statements.............................................................     7-9

Item 2.   Management's Discussion and Analysis
 of Results of Operations and Financial Condition.......................   10-11

Independent Auditors' Review Report.....................................      12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings...............................................      13

Items 2 - 6.............................................................      13

SIGNATURE...............................................................      14









                                       -2-

<PAGE>
<PAGE>





                            FIRST BRANDS CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                       THREE MONTHS            THREE MONTHS
                                                           ENDED                   ENDED
                                                       SEPTEMBER 30,           SEPTEMBER 30,
                                                           1996                    1995
                                                       ------------            ------------

(in thousands - except per share amounts)

<S>                                                      <C>                       <C>      
Net sales........................................        $ 255,597                 $ 250,789
Cost of goods sold...............................          167,408                   166,227
Selling, general and
  administrative expenses........................           50,219                    48,455
Amortization and other depreciation..............            3,254                     4,198
Interest expense and amortization of debt
  discount and expense...........................            4,249                     4,314
Discount on sale of receivables..................            1,020                     1,037
Other income (expense), net......................              585                       178
                                                          --------                  --------
Income before provision for income taxes                    30,032                    26,736
Provision for income taxes.......................           12,025                    11,203
                                                        ----------                 ---------

Net income.......................................         $ 18,007                  $ 15,533
                                                        ==========                 =========


Net income per common share and common
 equivalent share (Note 6).......................          $  0.43                   $  0.37
                                                           =======                   =======

Weighted average common and common
  equivalent shares outstanding (Note 6)                    42,253                    42,438
                                                          ========                 =========

</TABLE>









     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -3-

<PAGE>
<PAGE>





                                   FIRST BRANDS CORPORATION
                            CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                          SEPTEMBER 30,              JUNE 30,
(dollars in thousands, except share amounts)                  1996                    1996
                                                      -------------------           --------
                                                          (UNAUDITED)

<S>                                                        <C>                    <C>       
ASSETS:
Cash and cash equivalents...........................       $    9,812             $    8,326
Accounts and notes receivable - net.................          105,813                125,126
Inventories.........................................          149,404                146,002
Deferred tax assets.................................           20,359                 20,155
Prepaid expenses....................................            2,973                  4,662
                                                           ----------              ---------
  Total current assets..............................          288,361                304,271

Property, plant and equipment (net of accumulated
  depreciation of $118,882 and $111,401)                      317,563                319,677
Patents, trademarks, proprietary technology
  and other intangibles (net of accumulated
  amortization of $183,888 and $181,929)                      202,617                204,422
Deferred charges and other assets (net of
  accumulated amortization of $51,342 and $50,965)             35,142                 32,510
                                                           ----------             ----------
          Total assets..............................        $ 843,683              $ 860,880
                                                           ==========             ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Liabilities

Notes payable.......................................        $   7,547              $   4,013
Current maturities of long-term debt................               62                    116
Accrued income and other taxes......................           17,505                  3,474
Accounts payable....................................           36,252                 61,168
Accrued liabilities.................................           82,724                110,522
                                                           ----------             ----------
     Total current liabilities......................          144,090                179,293

Long-term debt......................................          218,946                199,355
Deferred taxes payable..............................           68,104                 66,300
Deferred gain on sale of assets.....................              830                  1,057
Other long-term obligations.........................           16,835                 16,050

Stockholders' Equity
Preferred stock, $1 par value, 10,000,000
  shares authorized; none issued....................               -                      -
Common stock, $0.01 par value,
  50,000,000 shares authorized; issued
  43,210,586 shares at September 30, 1996
  and 43,140,586 shares at June 30, 1996 (Note 6)                 432                    431
Capital in excess of par value......................          127,388                126,432
Cumulative foreign currency translation adjustment             (9,738)                (9,321)
Common stock in treasury, at cost; 2,362,800 shares at
 September 30, 1996 and 1,490,000 at June 30, 1996            (72,504)               (52,563)
Retained earnings...................................          349,300                333,846
                                                            ---------               --------
     Total stockholders' equity.....................          394,878                398,825
                                                            ---------               --------
          Total liabilities and stockholders' equity        $ 843,683              $ 860,880
                                                            =========              =========
</TABLE>


     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
                                       -4-

<PAGE>
<PAGE>








                            FIRST BRANDS CORPORATION
            CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
               FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                              Cumulative
                                     Capital    Foreign
                           Common   in Excess  Currency
                            Stock    of Par   Translation  Treasury      Retained
(in thousands)            Par Value   Value   Adjustment     Stock       Earnings      Total
                          --------- --------- -----------  ---------     --------      -----
<S>                       <C>     <C>         <C>        <C>          <C>          <C>      
Balance as of
 June 30, 1996 .........   $ 431   $ 126,432   $ (9,321)  $ (52,563)   $ 333,846    $ 398,825

Exercise of
 Stock Options..........       1         956       -           -             -            957

Cash Dividends..........      -          -         -           -         (2,553)       (2,553)

Purchase of
 Treasury Stock.........      -          -         -        (19,941)        -         (19,941)

Net Income..............      -          -         -           -          18,007       18,007

Foreign Currency
 Translation Adjustment       -          -        (417)        -              -          (417)
                           ----       ------  --------      -------       ------    ----------

Balance as of
 September 30, 1996.....  $ 432    $ 127,388  $ (9,738)   $ (72,504)   $ 349,300    $ 394,878
                          =====    =========  =========   =========    =========    =========


</TABLE>











     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -5-

<PAGE>
<PAGE>





                                   FIRST BRANDS CORPORATION
                       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                         (UNAUDITED)
<TABLE>
<CAPTION>

                                                          THREE MONTHS         THREE MONTHS
                                                              ENDED                ENDED
                                                          SEPTEMBER 30,        SEPTEMBER 30,
  (in thousands)                                              1996                  1995
                                                      --------------------     -------------
<S>                                                        <C>                  <C>     
Cash flows from operating activities:
  Net income........................................       $ 18,007             $ 15,533
  Adjustments to reconcile net income to net cash
  provided by operating activities:

    Depreciation and amortization...................         10,254                8,824
    Deferred income taxes...........................          1,637                4,745
  Change in certain non-cash  current assets and
    liabilities,  net of effect of
    businesses sold and acquired:
       Decrease in accounts receivable                       19,634               24,208
       (Increase) decrease in inventories ..........         (3,402)               2,677
       Decrease in prepaid expenses.................          1,689                  461
       Increase in accrued income and other taxes...         14,031                  263
       (Decrease) in accounts payable...............        (24,916)             (30,507)
       (Decrease) in accrued liabilities............        (27,798)             (37,111)
  Other changes.....................................         (1,525)                (879)
                                                           ---------           ----------
      Total adjustments.............................        (10,396)             (27,319)
                                                           ---------           ----------
Net cash provided by (used for) operating activities          7,611              (11,786)
                                                           ---------           ----------
Cash flows from investing activities:

   Capital expenditures.............................         (5,751)              (7,890)
   Acquisition of leased assets.....................            -                 (9,797)
   Purchase and installation of software............         (1,908)                -
                                                           ----------          ----------
Net cash (used for) investing activities                     (7,659)             (17,687)
                                                           ----------          ----------

Cash flows from financing activities:

    Increase in revolving credit borrowings, net             20,000               30,000
    Increase in other borrowings, net...............          3,071                8,319
    Proceeds from exercise of stock options                     957                1,041
    Purchase of common stock for treasury                   (19,941)              (3,501)
    Dividends paid..................................         (2,553)              (2,089)
                                                           ---------           ---------
Net cash provided by financing activities                     1,534               33,770
                                                           ---------           ---------

Net increase in cash and cash equivalents..........           1,486                4,297

Cash and cash equivalents at beginning of period...           8,326                5,225
                                                           ---------           ---------

Cash and cash equivalents at end of period.........         $ 9,812              $ 9,522
                                                           =========           =========


</TABLE>



     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -6-

<PAGE>
<PAGE>





                            FIRST BRANDS CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  include  all  adjustments  (all of which were of a normal
recurring  nature) necessary to fairly present the results of operations for the
interim  periods.  Certain prior year amounts have been  reclassified to conform
with the current year's presentation. All material intercompany transactions and
balances have been  eliminated.  The results of  operations  for the three month
period ended September 30, 1996 and 1995 are not  necessarily  indicative of the
results for a full year.

First Brands  Corporation  ("First  Brands" or the  "Company") is engaged in the
development, manufacture, marketing and sales of consumer products under branded
and private  labels.  Principal  branded  products  include:  GLAD and GLAD-LOCK
(plastic  wrap  and  bags);  STP (oil and fuel  additives  and  other  specialty
automotive products);  SIMONIZ (car waxes and polishes);  SCOOP AWAY, EVER CLEAN
and JONNY CAT (cat litters) and STARTERLOGG (fire starters) and HEARTHSIDE (fire
logs).

INVENTORIES

Inventories were comprised of:

<TABLE>
<CAPTION>

                                                         September 30,      June 30,
                                                              1996            1996
                                                         ------------       --------
                                                                 (in thousands)

<S>                                                     <C>              <C>       
    Raw materials...................................    $   28,948       $   28,549
    Work-in-process.................................         3,632            4,809
    Finished goods..................................       116,824          112,644
                                                         ---------        ---------
        Total.......................................     $ 149,404        $ 146,002
                                                         =========        =========
</TABLE>


2.  LONG-TERM DEBT

First Brands had long-term  debt  outstanding  as of September 30, 1996 and June
30, 1996 as follows:

<TABLE>
<CAPTION>

                                                          September 30,     June 30,
                                                               1996           1996
                                                           -----------       -------
                                                                 (in thousands)
<S>                                                    <C>                 <C>     
Senior Debt:
    $300,000,000 Revolving Credit Facility, 5 year term
       expiring  December  1999,  interest at prime rate,
       LIBOR plus .30% or CD rate plus .425%; facility
      fee of .20%...................................   $   115,000         $ 95,000
    Other...........................................         4,008            4,471
                                                        ----------       ----------
                                                           119,008           99,471
    Less: current maturities........................           (62)            (116)
                                                        ----------       ----------
        Senior Debt.................................       118,946           99,355
                                                        ----------       ----------

Subordinated Debt:

    9 1/8% Senior Subordinated Notes Due 1999.......       100,000          100,000
                                                         ---------        ---------
            Total Long-term debt....................     $ 218,946        $ 199,355
                                                         =========        =========

</TABLE>




                                       -7-

<PAGE>
<PAGE>





The  Company's   revolving   credit   facility  has  no   compensating   balance
requirements,  however, it does contain certain restrictive covenants pertaining
to the ratio of subordinated debt to equity, dividend payments and capital stock
repurchases.

The 9 1/8% Senior  Subordinated  Notes  Indenture has  restrictive  covenants or
limitations on the payment of dividends,  the  distribution  of capital stock or
the  redemption  of  capital  stock,  as  well as  limitations  on  Company  and
subsidiary debt and limitations on the sale of assets.

First Brands was in compliance  with all the covenants of all debt agreements at
September 30,1996.

3. ACCOUNTS RECEIVABLE

Since May,  1992,  the  Company has been a party to an  agreement  to sell up to
$100,000,000 in fractional  ownership interest,  without recourse,  in a defined
pool of eligible  trade  accounts  receivable.  Under the current  terms of this
agreement,  the facility automatically renews each year. The fractional interest
sold as of  September  30,  1996  totaled  $70,000,000.  The  amounts  sold  are
reflected  as a reduction in accounts  receivable  on the  accompanying  balance
sheets and costs  associated with this program are recorded on the  Consolidated
Condensed Statements of Income as discount on sale of receivables.

4.  NOTES PAYABLE

Notes payable at September  30, 1996 of $7,547,000  consisted of $4,000,000 of a
$15,000,000  unsecured  domestic line of credit and  $3,547,000 of the Company's
international  subsidiaries'  working capital borrowings with local lenders. The
Company's   international   working   capital   credit   facilities   aggregated
$23,370,000,  of which  $19,823,000  was  available at September  30, 1996.  The
international  facilities are generally  secured by the assets of the respective
subsidiaries,   with  approximately   $1,474,000  of  the  availability  at  one
subsidiary being guaranteed by First Brands Corporation (U.S.).

5.  TAXES

The  provision  for income tax expense for the three months ended  September 30,
1996 and 1995 consists of the following:

<TABLE>
<CAPTION>


                                               Three Months
                                                   Ended
                                               September 30,
                                             ----------------
                                             1996        1995
                                             ----        ----
<S>                                       <C>         <C>    
(in thousands)
       Current:
        Federal......................     $ 7,904     $ 4,752
        State........................       1,777       1,014
        Foreign......................         707         692
                                            -----      ------
            Total current............      10,388       6,458
       Deferred:
        Federal......................       1,398       3,915
        State........................         310         868
        Foreign......................         (71)        (38)
                                           ------      ------
            Total deferred...........       1,637       4,745
                                           ------      ------
                Total provision......    $ 12,025     $11,203
                                           ======      ======


</TABLE>


                                       -8-

<PAGE>
<PAGE>





6.  EARNINGS PER SHARE, STOCK SPLIT AND DIVIDENDS

On February 5, 1996, a two-for-one stock split of the Company's common stock was
effected  in  the  form  of a  100  percent  stock  dividend.  Accordingly,  all
historical  weighted  average  share and per share amounts have been restated to
reflect the stock split.

Net income per share has been  computed  using the  weighted  average  number of
common shares and common share equivalents outstanding for the periods.

The Company has paid its  shareholders  quarterly  cash dividends of $0.0625 and
$0.05  cents  per  share  for  the  first  quarter  of  fiscal  1997  and  1996,
respectively .

7.  ACCOUNTING PRONOUNCEMENT

Effective July 1, 1996, the Company adopted  Statement of  Financial  Accounting
Standards ('SFAS') No. 121, 'Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of'. SFAS No. 121 requires  that  long-
lived assets and certain identifiable  intangibles  to be held  and used  by  an
entity be reviewed for  impairment whenever  events or changes in  circumstances
indicate that the carrying  amount of an asset may  be recoverable.  The Company
tested for potential impairment on a  business unit basis  by analyzing  current
and forecasted cash flows. Based on this analysis,  the Company determined  that
no adjustment to long-lived assets is necessary.


                                       -9-

<PAGE>
<PAGE>





                            FIRST BRANDS CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following  discussion and analysis of the consolidated results of operations
for the three month periods ended  September 30, 1996 and 1995 should be read in
conjunction with the accompanying  unaudited  Consolidated  Condensed  Financial
Statements  and  related  Notes.  The  Company  is  primarily   engaged  in  the
development,  manufacture,  marketing  and sale of  branded  and  private  label
consumer products for the home and automotive  markets.  The Company's  products
which include "GLAD", "GLAD-LOCK", "STP", "SIMONIZ", "SCOOP AWAY", "EVER CLEAN",
"JONNY  CAT",  "STARTERLOGG"  and  "HEARTHSIDE"  can  be  found  in  large  mass
merchandise  stores,  chain  supermarkets and other retail outlets.  The Company
believes  that the  significant  market  positions  occupied by its products are
attributable  to  brand  name  recognition,   comprehensive  product  offerings,
continued product  innovation,  strong emphasis on vendor support and aggressive
advertising and promotion.

RESULTS OF OPERATIONS

The  following  table sets  forth the  percentages  of net sales of the  Company
represented  by the components of income and expense for the three month periods
ended September 30, 1996 and 1995:

<TABLE>
<CAPTION>

                                                     Three Months
                                                         Ended
                                                     September 30,
                                                    --------------
                                                    1996       1995
                                                    ----       ----
<S>                                                <C>        <C>   
   Net sales..................................     100.0%     100.0%
   Cost of goods sold.........................      65.5       66.3
                                                   ------     -----
   Gross profit...............................      34.5       33.7
   Selling, general, and
     administrative expenses..................      19.6       19.3
   Amortization and other depreciation........       1.3        1.7

   Interest expense and amortization of debt
     discount and expense.....................       1.7        1.7
   Discount on sale of receivables............       0.4        0.4
   Other income (expense), net................       0.2        0.1
                                                    -----      ----
   Income before provision for income taxes...      11.7       10.7
   Provision for income taxes..................      4.7        4.5
                                                    -----      ----
   Net income..................................      7.0%       6.2%
                                                    ====       ====

</TABLE>







                                      -10-

<PAGE>
<PAGE>





            QUARTER ENDED SEPTEMBER, 30 1996 COMPARED TO THE QUARTER
                            ENDED SEPTEMBER 30, 1995

Sales for the three month period ended September 30, 1996 were $255,597,000,  2%
ahead of last year's  $250,789,000.  Plastic  wrap and bag sales for the quarter
were even with the prior year, reflecting solid domestic GLAD volume sales which
were offset by product mix and unfavorable exchange rates, particularly in South
Africa.  Excluding  sales from the  Company's  discontinued  contract  packaging
business,  automotive  sales for the  quarter  were  even with the prior  year's
level.  Pet product  sales grew 3% over the prior year due to  continued  market
share growth and new product  introductions.  The Company's new firelog and wood
fire starter business contributed $5,665,000 in sales for the quarter.

Cost of  goods  sold  for the  quarter  was  $167,408,000,  101% of last  year's
$166,227,000.  Gross profit for the quarter of $88,189,000  (34.5% of sales) was
104% of last year's  $84,562,000 (33.7% of sales), as margins were up in each of
the  Company's  businesses.  For the  quarter,  higher  volumes led to increased
costs, while lower raw material costs resulted in more favorable margins.

Selling,  general and administrative  expenses during the quarter of $50,219,000
(19.6% of sales),  were 104% of last year's  $48,455,000  (19.3% of sales).  The
increase compared to last year reflects increased spending in the automotive and
pet products  business as well as the costs  associated  with the  Company's new
firelog and wood fire starter business. These higher costs were partially offset
by lower coupon redemption costs in the plastic wrap and bag business.

Amortization and other depreciation expense for the quarter was $3,254,000,  78%
of the prior  year's  $4,198,000.  The lower  expense for the year  reflects the
impact of assets  which  were fully  amortized  during  the prior  fiscal  year.
Interest expense for the quarter was $4,249,000, 98% of the prior year. Discount
on  sale of  receivables  reflects  the  costs  associated  with  the  sale of a
fractional  ownership  interest,  without  recourse,  in a  defined  pool of the
Company's eligible trade accounts receivable.

The  Company's  effective tax rate for the quarter was 40% compared to the prior
year's  quarterly  rate of 42%.  The  reduced  rate  reflects  higher  favorable
permanent tax differences during fiscal 1997.

                               FINANCIAL CONDITION

Worldwide   credit   facilities  in  place  at  September  30,  1996  aggregated
$339,292,000  of which  $215,823,000  was available,  but unused.  Excluding any
leased  asset  or  stock  repurchases,  the  Company  expects  to  repay  up  to
$50,000,000 on these credit  facilities over the next twelve months by utilizing
the positive cash flow  generated by the  business.  During the first quarter of
fiscal 1997 the Company repurchased common shares valued at $19,941,000

The  Company's  current  forecast  for the 1997  fiscal  year  reflects  capital
expenditures  of  approximately  $42,000,000,   and  fixed  payments  (interest,
principal,  discount on sale of receivables and lease payments) of approximately
$41,000,000.

Certain forward-looking statements are contained within this report,  reflecting
management's current estimate of future events. These forward-looking statements
are  based on  many assumptions,  primarily  related to  the Company's  expected
operating  performance,  any  variance  from these  assumptions  may  result  in
significantly different results.

Based on the  Company's  ability  to  generate  funds  from  operations  and the
availability of credit under its financing  facilities,  management  believes it
will  have  the  funds  necessary  to  meet  all  of  its  described   financing
requirements and all other financial obligations.

               REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

First Brands' independent  certified public accountants have performed a limited
review  of  the  financial  information  furnished  herein  in  accordance  with
standards established by the American Institute of Certified Public Accountants.
The Independent Auditors' Review Report is presented on Page 12 of this report.

                                      -11-

<PAGE>
<PAGE>






                       Independent Auditors' Review Report

The Board of Directors
First Brands Corporation:

We have  reviewed  the  consolidated  condensed  balance  sheet of First  Brands
Corporation  and  subsidiaries  as  of  September  30,  1996,  and  the  related
consolidated  condensed  statements of income and cash flows for the three-month
periods  ended  September  30,  1996 and 1995,  and the  consolidated  condensed
statement of stockholders' equity for the three-month period ended September 30,
1996. These consolidated  condensed financial  statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated condensed financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of First  Brands  Corporation  and
subsidiaries  as of June 30,  1996,  and the related  consolidated  statement of
income,  stockholders'  equity,  and cash  flows  for the year then  ended  (not
presented  herein);  and in our report  dated  August 8, 1996,  we  expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the  accompanying  consolidated  condensed  balance
sheet as of June 30, 1996, is fairly  presented,  in all material  respects,  in
relation to the consolidated balance sheet from which it has been derived.

                                                  /s/ KPMG Peat Marwick LLP
                                                          KPMG Peat Marwick LLP

New York, New York
November 4, 1996

                                      -12-

<PAGE>
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                           PART II - OTHER INFORMATION

Item 1.             Legal Proceedings
                    None.

Item 2.             Changes in Securities
                    None.

Item 3.             Defaults Upon Senior Securities
                    None.

Item 4.             Submission of Matters to a Vote of Security Holders
                    None.

Item 5.             Other Information
                    None.

Item 6.             Exhibits and Reports on Form 8-K

              A. Exhibit Index:

<TABLE>
<CAPTION>
Exhibit
Number                        Description of Exhibit

<S>        <C>                                                                                                  
11*        -- Computation of Net Income Per Common Share
15*        -- Accountants' Acknowledgment
27*        -- EDGAR Financial Data Schedule
------------

* Filed herewith

          B. Reports on Form 8-K
           None.
</TABLE>

                                      -13-

<PAGE>
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                                    SIGNATURE

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.

                            FIRST BRANDS CORPORATION
                                  (Registrant)

Date: November 7, 1996                      By: /s/ Donald A. DeSantis
      ----------------                         -----------------------
                                               Donald A. DeSantis
                                               Senior Vice President,
                                               Chief Financial Officer
                                               and Treasurer
                                               (Principal Accounting
                                               and Duly Authorized
                                               Officer)
























                                      -14-


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