<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 MARCH 31, 1997                          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 May 1, 1997
 Common Stock, $.01 par value                              40,353,136 shares




<PAGE>

<PAGE>



                            FIRST BRANDS CORPORATION

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                 <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Condensed Statements of Income -
 For the Three Month Periods
 Ended March 31, 1997 and 1996.........................................................                  3

Consolidated Condensed Statements of Income -
 For the Nine Month Periods
 Ended March 31, 1997 and 1996.........................................................                  4

Consolidated Condensed Balance Sheets -
 March 31, 1997 and June 30, 1996......................................................                  5

Consolidated Condensed Statement of Stockholders'
 Equity - For the Nine Month Period
 Ended March 31, 1997..................................................................                  6

Consolidated Condensed Statements of Cash
 Flows - For the Nine Month Periods
 Ended March 31, 1997 and 1996.........................................................                  7

Notes to Consolidated Condensed Financial
 Statements............................................................................               8-11

Item 2.   Management's Discussion and Analysis
 of Results of Operations and Financial Condition......................................              12-14

Independent Auditors' Review Report....................................................                 15


PART II - OTHER INFORMATION

Item 1. Legal Proceedings..............................................................                 16

Items 2 - 6............................................................................                 16

SIGNATURE..............................................................................                 17
</TABLE>





                                       -2-




<PAGE>

<PAGE>



                            FIRST BRANDS CORPORATION

                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    THREE MONTHS             THREE MONTHS
                                                                        ENDED                   ENDED
                                                                      MARCH 31,                MARCH 31,
                                                                        1997                     1996
                                                                    -----------              ------------
<S>                                                                    <C>                   <C>      

(in thousands - except per share amounts)

Net sales .......................................................   $ 264,886                $ 262,207
Cost of goods sold ..............................................     168,764                  165,092
Selling, general and
  administrative expenses .......................................      61,985                   60,263
Amortization and other depreciation .............................       3,266                    4,048
Interest expense and amortization of debt
  discount and expense ..........................................       3,974                    4,298
Discount on sale of receivables .................................       1,212                      960
Other income (expense), net .....................................        (135)                     268
                                                                    ---------                ---------
Income before provision for income taxes
    and extraordinary loss ......................................      25,550                   27,814
Provision for income taxes ......................................       9,496                   11,125
                                                                    ---------                ---------
Income before extraordinary loss ................................      16,054                   16,689
Extraordinary loss relating to repurchase
   of subordinated notes, net of taxes ..........................        (633)                    --
                                                                    ---------                ---------
Net income ......................................................   $  15,421                $  16,689
                                                                    =========                =========

Per common share and common equivalent share (Note 6)
    Income before extraordinary loss ............................   $    0.39                $    0.39
    Extraordinary loss ..........................................       (0.02)                    --
                                                                    ---------                ---------
     Net income .................................................   $    0.37                $    0.39
                                                                    =========                =========

Weighted average common and common
  equivalent shares outstanding (Note 6) ........................      41,528                   42,647
                                                                    =========                =========
</TABLE>

     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -3-




<PAGE>

<PAGE>





                            FIRST BRANDS CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     NINE MONTHS                      NINE MONTHS
                                                                        ENDED                            ENDED
                                                                      MARCH 31,                        MARCH 31,
                                                                        1997                             1996
                                                                      ---------                       ---------

<S>                                                                    <C>                             <C>      

(in thousands - except per share amounts)
Net sales...................................................           $ 800,435                       $ 776,080
Cost of goods sold..........................................             514,405                         504,275
Selling, general and
  administrative expenses...................................             180,106                         166,001
Amortization and other depreciation.........................               9,537                          11,838
Interest expense and amortization of debt
  discount and expense......................................              12,849                          13,184
Discount on sale of receivables.............................               3,363                           3,015
Other income (expense), net.................................                 823                           1,954
                                                                      -----------                     ---------
Income before provision for income taxes
   and extraordinary loss...................................              80,998                          79,721
Provision for income taxes..................................              31,586                          32,862
                                                                       ---------                       ---------
Income before extraordinary loss............................              49,412                          46,859
Extraordinary loss relating to the repurchase
   of subordinated notes, net of taxes......................                (633)                              -
                                                                        --------                        --------
Net income..................................................            $ 48,779                        $ 46,859
                                                                        ========                        ========
Per common share and common equivalent share (Note 6)
      Income before extraordinary loss......................              $ 1.19                          $ 1.10
      Extraordinary loss....................................               (0.02)                              -
                                                                          ------                          ------
      Net income............................................              $ 1.17                          $ 1.10
                                                                          ======                          ======

Weighted average common and common
  equivalent shares outstanding (Note 6)                                  41,865                          42,588
                                                                       =========                       =========
</TABLE>





     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -4-




<PAGE>

<PAGE>



                            FIRST BRANDS CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         MARCH 31,                     JUNE 30,
(dollars in thousands, except share amounts)                                1997                         1996
                                                                    -------------------              --------
                                                                        (UNAUDITED)

<S>                                                                      <C>                          <C>       
ASSETS:

Cash and cash equivalents.......................................         $    11,634                  $    8,326
Accounts and notes receivable - net.............................              97,334                     125,126
Inventories.....................................................             166,587                     146,002
Deferred tax assets.............................................              20,758                      20,155
Prepaid expenses................................................               4,396                       4,662
                                                                      --------------                 -----------
  Total current assets..........................................             300,709                     304,271

Property, plant and equipment (net of accumulated
  depreciation of $133,984 and $111,401)........................             374,975                     319,677
Patents, trademarks, proprietary technology
  and other intangibles (net of accumulated
  amortization of $187,943 and $181,929)........................             310,583                     204,422
Deferred charges and other assets (net of
  accumulated amortization of $52,803 and $50,965)..............              53,579                      32,510
                                                                         -----------                   ----------
          Total assets..........................................         $ 1,039,846                   $ 860,880
                                                                         ===========                   =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Liabilities

Notes payable...................................................        $     13,688                 $     4,013
Current maturities of long-term debt............................               4,243                         116
Accrued income and other taxes..................................              11,197                       3,474
Accounts payable................................................              50,341                      61,168
Accrued liabilities.............................................              72,588                     110,522
                                                                       -------------                  ----------
     Total current liabilities..................................             152,057                     179,293

Long-term debt..................................................             392,902                     199,355
Deferred taxes payable..........................................              71,362                      66,300
Deferred gain on sale of assets.................................                 375                       1,057
Other long-term obligations.....................................              15,979                      16,050

Stockholders' Equity

Preferred stock, $1 par value, 10,000,000
  shares authorized; none issued................................                  -                           -
Common stock, $0.01 par value, 120,000,000 shares
  authorized at March 31, 1997 and 50,000,000
  shared authorized at June 30,1996; issued 43,356,336
  shares at March 31, 1997 and 43,140,586 shares at
  June 30, 1996 (Note 6)........................................                 433                         431
Capital in excess of par value..................................             129,278                     126,432
Cumulative foreign currency translation adjustment..............              (9,881)                     (9,321)
Common stock in treasury, at cost; 2,895,900 shares at
  March 31, 1997 and 1,490,000 at June 30, 1996.................             (86,216)                    (52,563)
Retained earnings...............................................             373,557                     333,846
                                                                         -----------                   ---------
     Total stockholders' equity.................................             407,171                     398,825
                                                                         -----------                   ---------
          Total liabilities and stockholders' equity                     $ 1,039,846                   $ 860,880
                                                                         ===========                   =========
</TABLE>


     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -5-




<PAGE>

<PAGE>






                            FIRST BRANDS CORPORATION
            CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE NINE MONTH PERIOD ENDED MARCH 31, 1997
                                   (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...............        2          2,846          -              -               -             2,848

Cash Dividends...............       -             -            -              -            (9,068)         (9,068)

Purchase of
 Treasury Stock..............       -             -            -           (33,653)           -           (33,653)

Net Income...................       -             -            -              -            48,779          48,779

Foreign Currency
 Translation Adjustment......       -             -            (560)          -               -              (560)
                                 ------     ---------      --------      ---------      ---------       ----------
Balance as of
 March 31, 1997..............    $ 433      $ 129,278      $ (9,881)     $ (86,216)     $ 373,557       $ 407,171
                                 =====      =========      =========     ==========     =========       =========

</TABLE>


     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                                          -6-




<PAGE>

<PAGE>



                            FIRST BRANDS CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         NINE MONTHS               NINE MONTHS
                                                                            ENDED                     ENDED
                                                                          MARCH 31,                 MARCH 31,
  (in thousands)                                                            1997                       1996
                                                                         -----------               ------------
<S>                                                                       <C>                      <C>     
Cash flows from operating activities:
  Net income...................................................           $ 48,779                 $ 46,859
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization..............................             30,409                   28,079
    Deferred income taxes......................................              4,958                   16,856
    Loss on call of subordinated notes.........................                633                       -  
  Change in certain non-cash current a ssets and liabilities,
    net of effect of businesses sold and acquired:
       Decrease in accounts receivable.........................             20,934                   21,872
       (Increase) decrease in inventories......................             (9,088)                   8,142
       Decrease (increase) in prepaid expenses.................                266                     (437)
       Increase (decrease) in accrued income
           and other taxes.....................................              7,723                   (2,803)
       (Decrease) in accounts payable..........................            (17,112)                 (34,114)
       (Decrease) in accrued liabilities.......................            (42,752)                 (57,755)
  Other changes................................................             (4,852)                  (5,378)
                                                                         ---------               ----------
      Total adjustments........................................             (8,881)                 (25,538)
                                                                         ---------               ----------
Net cash provided by operating activities......................             39,898                   21,321
                                                                          --------                 --------

Cash flows from investing activities:

   Capital expenditures........................................            (24,110)                 (26,309)
   Acquisition of leased assets................................            (22,320)                  (9,797)
   Acquisition of businesses, net of cash acquired.............           (159,004)                 (32,257)
   Purchase and installation of software.......................             (7,924)                  (4,905)
                                                                        ----------               ----------
Net cash (used for) investing activities.......................           (213,358)                 (73,268)
                                                                        ----------               ----------

Cash flows from financing activities:

    Increase in credit facility borrowings, net ......................      46,485                   70,000
    Increase (decrease) in other borrowings, net .....................      10,864                     (494)
    Increase in securitization of accounts receivable.................      10,000                       -
    Proceeds from exercise of stock options ..........................       2,848                    4,263
    Issuance of senior notes, net of underwriting discount............     149,292                       -
    Purchase of common stock for treasury ............................     (33,653)                 (11,871)
    Dividends paid....................................................      (9,068)                  (7,299)
                                                                          --------                 --------
Net cash  provided by financing activities............................     176,768                   54,599
                                                                          --------                 --------

Net increase in cash and cash equivalents.............................       3,308                    2,652
Cash and cash equivalents at beginning of period......................       8,326                    5,225
                                                                          --------                 --------
Cash and cash equivalents at end of period ...........................    $ 11,634                 $  7,877
                                                                          ========                 ========
</TABLE>



     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
                                       -7-




<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 and nine
month periods ended March 31, 1997 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); SCOOP AWAY, EVER CLEAN and JONNY CAT (cat litters) and
STARTERLOGG (fire starters) and HEARTHLOGG (fire logs).

On December 26, 1996 the Company sold its SIMONIZ wax and polish business to
Syndet Products Incorporation ("Syndet"). The impact of the divestiture did not
have a material effect on the Company, nor is it expected to in the future.

 ACQUISITION

On March 14, 1997, the Company purchased, for approximately $160,000,000, the
NationalPak business in Australia and New Zealand from National Foods Limited.
NationalPak manufactures and markets consumer products such as plastic wrap and
bags, aluminum foil and wiping cloths under the GLAD, CHUX, OSO, MONO and ROTA
brand names. The operating results of NationalPak have been included in the
Company's consolidated condensed financial statements from the date of
acquisition. The acquisition was funded by long-term borrowings in the United
States, Canada, Australia and New Zealand.

 INVENTORIES

Inventories were comprised of:
<TABLE>
<CAPTION>

                                                                        March 31,            June 30,
                                                                           1997                1996
                                                                        --------             --------
                                                                                  (in thousands)

<S>                                                                    <C>                 <C>       
     Raw materials.............................................        $   29,789          $   28,549
     Work-in-process...........................................             6,331               4,809
     Finished goods............................................           130,467             112,644
                                                                        ---------           ---------
         Total.................................................         $ 166,587           $ 146,002
                                                                        =========           =========
</TABLE>




                                       -8-




<PAGE>

<PAGE>



2.  LONG-TERM DEBT

First Brands had long-term debt outstanding as of March 31, 1997 and June 30,
1996 as follows:

<TABLE>
<CAPTION>

                                                                          March 31,          June 30,
                                                                             1997              1996
                                                                          --------           --------
                                                                                (in thousands)
<S>                                                                     <C>                   <C>     

Senior Debt:                                                            
     $300,000,000 Revolving Credit Facility, 5 year term
       expiring February 2002, interest at prime rate, LIBOR plus 
       .275% or CD rate plus .4%; facility
       fee of .15%.............................................        $   75,000            $ 95,000
     $78,600,000 Australian and New Zealand Credit
        Facility, 7 year term expiring March 2004,
        interest at local Bill Rate plus .7% ..................            55,020                 -
     $11,465,000 Canadian Credit Facility, 5 year
        term expiring March 2002, interest at Canadian
        prime rate, LIBOR plus .425% or Canadian
        Bankers Acceptance plus .425% .........................            11,465                 -
     Other.....................................................             5,660               4,471
                                                                       ----------          ----------
                                                                          147,145              99,471
     Less: current maturities..................................            (4,243)              (116)
                                                                       ----------          ----------
         Senior Debt...........................................           142,902              99,355
                                                                       ----------          ----------

Subordinated Debt:

     9 1/8% Senior Subordinated Notes Due 1999 ................           100,000             100,000
     7 1/4% Senior Notes Due 2007..............................           150,000                 -
                                                                        ---------           ---------
             Total Long-term debt..............................         $ 392,902           $ 199,355
                                                                        =========           =========
</TABLE>

The Company has amended and restated its domestic revolving credit facility
effective February 28, 1997. The amendments to the facility provide the Company
with more favorable borrowing rates, reduces certain restrictive covenants
pertaining to the ratio of debt to equity and extend the facility to February
28, 2002 from December 31, 1999. Additionally, the facility permits a greater
amount of restricted payments, such as dividends and stock repurchases, grants
more flexibility to foreign subsidiaries for borrowing money and in some
circumstances, excludes certain foreign subsidiaries from financial covenant
calculations.

On March 5, 1997 the Company issued $150,000,000 of 7 1/4% Senior Notes (the "7
1/4% Notes") which will become due in 2007. Proceeds from the sale of the 7 1/4%
Notes will be used to redeem all of the Company's 9 1/8% Senior Subordinated
Notes and to reduce outstanding bank debt. During March 1997, the 9 1/8% Senior
Subordinated Notes were called, and on April 10, 1997 all were tendered and
repurchased. The Company recorded an extraordinary charge, net of taxes, of
$633,000 for the costs associated with this repurchase, for the quarter ended
March 31, 1997.

The seven-year $78,600,000 Australian and New Zealand credit facility is
effectively comprised of two parts, one of which was used to acquire the
NationalPak business and a second part which can be used for working capital
needs. There are fixed periodic payments associated with the acquisition
borrowing and the working capital borrowing can be drawn on and repaid at
NationalPak's discretion. The facility is secured by the accounts receivable,
inventory and fixed assets of NationalPak.

The five-year $11,465,000 Canadian credit facility requires fixed periodic
payments. The facility is secured by the accounts receivable, inventory and
fixed assets of the Canadian business.

First Brands was in compliance with the covenants of all debt agreements at
March 31, 1997.

                                       -9-




<PAGE>

<PAGE>



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 March 31, 1997 totaled $80,000,000. The amounts sold are reflected as
a reduction in accounts receivable on the accompanying Consolidated Condensed
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 March 31, 1997 of $13,688,000 consisted of $9,200,000 of a
$15,000,000 unsecured domestic line of credit and $4,488,000 of the Company's
international subsidiaries' working capital borrowings with local lenders. The
Company's international working capital credit  facilities   aggregated
$17,364,000, of which $12,876,000  was available  at March  31,  1997. The
international facilities are generally  secured by the assets of the respective
subsidiaries, with approximately $1,471,000 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 and nine months ended March
31, 1997 and 1996 consists of the following:

<TABLE>
<CAPTION>
                                                          Three Months                    Nine Months
                                                              Ended                          Ended
                                                            March 31,                       March 31,
                                                    ------------------------          ---------------
                                                       1997          1996              1997          1996
                                                    ----------    ----------        ----------    -------
<S>                                                  <C>            <C>            <C>           <C>     
(in thousands)
       Current:
        Federal.............................         $ 7,196        $ 3,576        $ 21,421      $ 10,822
         State...............................            (91)           862           3,163         2,372
         Foreign.............................            713          1,217           2,044         2,812
                                                     -------       --------        --------      --------
             Total current...................          7,818          5,655          26,628        16,006
       Deferred:
         Federal.............................          1,398          4,791           4,194        13,723
         State...............................            310          1,062             930         3,681
         Foreign.............................            (30)          (383)           (166)         (548)
                                                     -------        -------        --------      --------
             Total deferred..................          1,678          5,470           4,958        16,856
                                                     -------       --------        --------      --------
                 Total provision ............        $ 9,496       $ 11,125        $ 31,586      $ 32,862
                                                     =======       ========        ========      ========
</TABLE>


6.  EARNINGS PER SHARE AND DIVIDENDS

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 per
share for the first quarter of fiscal 1997 and $0.08 per share for the second
and third quarters of fiscal 1997, and $0.05 per share for the first quarter of
fiscal 1996 and $0.0625 per share for the second and third quarters of fiscal
1996.

                                      -10-




<PAGE>

<PAGE>



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 not 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.

                                      -11-




<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 and nine month  periods  ended  March 31,  1997  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",  "SCOOP AWAY", "EVER CLEAN",  "JONNY
CAT",  "STARTERLOGG"  and  "HEARTHLOGG"  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 and nine month
periods ended March 31, 1997 and 1996:
<TABLE>
<CAPTION>

                                                                  Three Months               Nine Months
                                                                      Ended                     Ended
                                                                    March 31,                 March 31,
                                                                -----------------         ----------------
                                                                1997         1996         1997        1996
                                                                ----         ----         ----        -----

<S>                                                            <C>          <C>         <C>          <C>   
    Net sales...........................................       100.0%       100.0%      100.0%       100.0%
    Cost of goods sold..................................        63.7         63.0        64.3         65.0
                                                               ------       ------      ------      ------
    Gross profit........................................        36.3         37.0        35.7         35.0
    Selling, general, and
      administrative expenses...........................        23.4         23.0        22.5         21.4
    Amortization and other depreciation ................         1.2          1.5         1.2          1.5
    Interest expense and amortization of debt
      discount and expense..............................         1.5          1.6         1.6          1.7
    Discount on sale of receivables.....................         0.4          0.4         0.4          0.4
    Other income (expense), net.........................         0.0          0.1         0.1          0.2
                                                                -----        ----        -----        ----
    Income before provision for income taxes
       and extraordinary loss............................        9.6         10.6        10.1         10.2
    Provision for income taxes...........................        3.6          4.2         3.9          4.2
                                                                -----        -----       -----        ----
    Income before extraordinary loss ....................        6.0          6.4         6.2          6.0
    Extraordinary loss relating to repurchase
       of subordinated notes, net of taxes ..............       (0.2)         --         (0.1)         --
                                                                -----        -----       -----        -----
    Net income...........................................        5.8%         6.4%        6.1%         6.0%
                                                                =====        =====       =====        =====
</TABLE>


                                      -12-




<PAGE>

<PAGE>



    QUARTER AND NINE MONTHS ENDED MARCH, 31 1997 COMPARED TO THE QUARTER AND
                        NINE MONTHS ENDED MARCH 31, 1996

Sales for the three month  period  ended March 31,  1997 were  $264,886,000,  1%
ahead  of last  year's  $262,207,000.  For the nine  month  period,  sales  were
$800,435,000, 3% above the prior year's $776,080,000.  Domestic plastic wrap and
bag sales for the quarter were even with the prior year,  however,  sales growth
of 3% was generated by the recent  acquisition.  Year-to-date,  plastic wrap and
bag sales are slightly  ahead of the prior year  reflecting  increased  domestic
sales and sales from the above-noted acquisition. These increases were partially
offset by shortfalls in  international  sales and unfavorable  exchange rates. A
sluggish  retail  environment  led to a shortfall  in third  quarter  automotive
sales.  While  market  shares  improved  in most  categories,  many  orders were
delayed,  allowing customers to work off their seasonal  inventories.  Excluding
sales from the Company's  phased out contract  packaging  operation,  automotive
sales have increased 2% year-to-date.  Pet product sales were off 3% compared to
a year ago.  This was  largely due to the delay of a major  promotion  until the
fourth  quarter and to mild weather in the northeast  where clay cat litter also
has weather  related  uses.  Year-to-date  sales of pet product grew 3% over the
prior year due to continued  market share growth and new product  introductions.
Year-to-date,   the  Company's  new  firelog  and  wood  fire  starter  business
contributed $22,415,000 in sales.

Cost of  goods  sold  for the  quarter  was  $168,764,000,  102% of last  year's
$165,092,000.  Year-to-date,  cost of goods sold was  $514,405,000,  102% of the
prior year's $504,275,000.  Increased costs for the quarter reflects both higher
polyethylene  resin costs,  while increased costs for the nine months  primarily
reflects higher volumes.

Gross  profit for the  quarter of  $96,122,000  (36.3% of sales) was 99% of last
year's $97,115,000 (37.0% of sales). Year-to-date, gross profit was $286,030,000
(35.7% of sales), 105% of last year's $271,805,000 (35.0% of sales).

Selling,  general and administrative  expenses during the quarter of $61,985,000
(23.4%  of  sales),  were 103% of last  year's  $60,263,000  (23.0%  of  sales).
Year-to-date,  expenses were $180,106,000  (22.5% of sales), 108% of last year's
$166,001,000  (21.4% of sales).  To support  market share growth and new product
introductions,  the automotive and pet products business  increased spending for
both the quarter and year-to-date. For the quarter, expenditures relating to the
plastic wrap and bags  business  were reduced to offset the above  mentioned raw
material  increases.  Year-to-date,  plastic wrap and bag  expenditures are even
with the prior year.  Marketing costs  associated with the Company's  Australian
business and costs  associated  with new firelog and wood fire starter  business
contributed to the quarterly and year-to-date increases.

Amortization and other depreciation expense for the quarter was $3,266,000,  81%
of the prior year's  $4,048,000 and for nine months was  $9,537,000,  81% of the
prior year's $11,838,000.  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 $3,974,000,  92% of the prior year.  Year-to-date,  interest
expense  was  $12,849,000,  97%  of  the  prior  year's.  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 37% and for nine months was
39%,  compared to the prior year's  quarterly rate of 40% and nine month rate of
41%.  Lower rates in the current year reflects  higher  favorable  permanent tax
differences during fiscal 1997 and a change in the composition of global income,
with a larger  share  of  income  coming  from  foreign  operations  with  lower
effective tax rates.

                                      -13-




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                               FINANCIAL CONDITION

Worldwide credit  facilities in place at March 31, 1997 aggregated  $423,450,000
of which $266,227,000 was available, but unused. The unused portion reflects the
temporary pay down of the Company's  domestic credit facility with proceeds from
the March 5,  1997  sale of its 7 1/4%  Notes.  On April  10,  1997,  all of the
Company's previously  outstanding 9 1/8% Senior Subordinated Notes were tendered
and  repurchased.  During the fourth  quarter of fiscal 1997,  proceeds from the
sale of the 7 1/4%  Notes  will be used to redeem the 9 1/8% Notes and to reduce
outstanding  bank debt.  Excluding costs  associated with  acquisitions,  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 its businesses.  During the third quarter and nine months
of fiscal 1997, the Company  repurchased common shares valued at $10,564,000 and
$33,653,000, respectively.

The  Company's  current  forecast  for the 1997  fiscal  year  reflects  capital
expenditures  of  approximately  $41,000,000,   and  fixed  payments  (interest,
principal,  discount on sale of receivables and lease payments) of approximately
$44,000,000.

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 15 of this report.

                                      -14-




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<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 March 31, 1997, and the related  consolidated
condensed  statements of income for the three and nine-month periods ended March
31, 1997 and 1996, the consolidated  condensed  statements of cash flows for the
nine-month periods ended March 31, 1997 and 1996, and the consolidated condensed
statement  of  stockholders'  equity for the  nine-month  period ended March 31,
1997. 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

New York, New York
May 1, 1997

                                      -15-




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<PAGE>



                           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:

Exhibit

Number                        Description of Exhibit

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

* Filed herewith

           B. Reports on Form 8-K

A  Form 8-K  items  5 and 7, dated  February  28, 1997, reporting the  Company's
intention to redeem its $100 million 9 1/8% Senior Subordinated Notes  Due 1999,
subject to the completion of a private placement of $150 million  7 1/4%  Senior
Notes.

A Form 8-K items 2 and 7, dated March 14, 1997, reporting the acquisition of the
NationalPak business in Australia and New Zealand from National Foods Ltd.

                                      -16-




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<PAGE>








                                    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: May 12, 1997                                    By: /s/ Donald A. DeSantis
      ------------                                       -----------------------
                                                         Donald A. DeSantis
                                                         Senior Vice President,
                                                         Chief Financial Officer
                                                         and Treasurer
                                                         (Principal Accounting
                                                         and Duly Authorized
                                                         Officer)




                                      -17-



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