<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 DECEMBER  31, 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 February 1, 1997
     ----------------------------            -------------------------------
     Common Stock, $.01 par value                   40,672,686 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 December 31, 1996 and 1995 .......................................      3

Consolidated Condensed Statements of Income -
 For the Six Month Periods
 Ended December 31, 1996 and 1995 .......................................      4

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

Consolidated Condensed Statement of Stockholders'
 Equity - For the Six Month Period
 Ended December 31, 1996 ................................................      6

Consolidated Condensed Statements of Cash
 Flows - For the Six Month Periods
 Ended December 31, 1996 and 1995 .......................................      7

Notes to Consolidated Condensed Financial
 Statements .............................................................   8-10

Item 2. Management's Discussion and Analysis
 of Results of Operations and Financial Condition .......................  11-13

Independent Auditors' Review Report .....................................     14


PART II - OTHER INFORMATION

Item 1. Legal Proceedings ...............................................     15

Items 2 - 6 .............................................................  15-16

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




                                       -2-



<PAGE>
<PAGE>



                            FIRST BRANDS CORPORATION

                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS    THREE MONTHS
                                                           ENDED           ENDED
                                                        DECEMBER 31,   DECEMBER 31,
                                                           1996           1995
                                                        ------------   ------------

<S>                                                       <C>           <C>     
(in thousands - except per share amounts)

Net sales ..........................................      $279,952      $263,084

Cost of goods sold .................................       178,233       172,956

Selling, general and
  administrative expenses ..........................        67,902        57,283

Amortization and other depreciation ................         3,017         3,592

Interest expense and amortization of debt
  discount and expense .............................         4,626         4,572

Discount on sale of receivables ....................         1,131         1,018

Other income (expense), net ........................           373         1,508
                                                          --------      --------

Income before provision for income taxes ...........        25,416        25,171

Provision for income taxes .........................        10,065        10,534
                                                          --------      --------

Net income .........................................      $ 15,351      $ 14,637
                                                          ========      ========


Net income per common share and common
 equivalent share (Note 6) .........................      $   0.37      $   0.34
                                                          ========      ========

Weighted average common and common
  equivalent shares outstanding (Note 6) ...........        41,898        42,562
                                                          ========      ========
</TABLE>



     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -3-



<PAGE>
<PAGE>



                            FIRST BRANDS CORPORATION

                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        SIX MONTHS     SIX MONTHS
                                                           ENDED         ENDED
                                                        DECEMBER 31,   DECEMBER 31,
                                                            1996          1995
                                                        -----------    ------------

<S>                                                       <C>           <C>     
(in thousands - except per share amounts)

Net sales ..........................................      $535,549      $513,873

Cost of goods sold .................................       345,641       339,183

Selling, general and
  administrative expenses ..........................       118,121       105,738

Amortization and other depreciation ................         6,271         7,790

Interest expense and amortization of debt
  discount and expense .............................         8,875         8,886

Discount on sale of receivables ....................         2,151         2,055

Other income (expense), net ........................           958         1,686
                                                          --------      --------

Income before provision for income taxes ...........        55,448        51,907

Provision for income taxes .........................        22,090        21,737
                                                          --------      --------

Net income .........................................      $ 33,358      $ 30,170
                                                          ========      ========


Net income per common share and common
 equivalent share (Note 6) .........................      $   0.80      $   0.71
                                                          ========      ========

Weighted average common and common
  equivalent shares outstanding (Note 6) ...........        42,062        42,572
                                                          ========      ========
</TABLE>



     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -4-



<PAGE>
<PAGE>



                            FIRST BRANDS CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       DECEMBER 31,     JUNE 30,
(dollars in thousands, except share amounts)              1996            1996
                                                       ------------     --------
                                                       (UNAUDITED)
<S>                                                  <C>            <C>      
ASSETS:

Cash and cash equivalents ............................   $   7,608    $   8,326
Accounts and notes receivable - net ..................     108,720      125,126
Inventories ..........................................     136,958      146,002
Deferred tax assets ..................................      20,556       20,155
Prepaid expenses .....................................       2,119        4,662
                                                         ---------    ---------
  Total current assets ...............................     275,961      304,271
Property, plant and equipment (net of accumulated
  depreciation of $126,054 and $111,401) .............     340,155      319,677
Patents, trademarks, proprietary technology
  and other intangibles (net of accumulated
  amortization of $185,640 and $181,929) .............     198,160      204,422
Deferred charges and other assets (net of
  accumulated amortization of $51,782 and $50,965) ...      38,793       32,510
                                                         ---------    ---------
          Total assets ...............................   $ 853,069    $ 860,880
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Liabilities
Notes payable ........................................   $   9,587    $   4,013
Current maturities of long-term debt .................          60          116
Accrued income and other taxes .......................      12,125        3,474
Accounts payable .....................................      30,187       61,168
Accrued liabilities ..................................      65,503      110,522
                                                         ---------    ---------
     Total current liabilities .......................     117,462      179,293
Long-term debt .......................................     244,726      199,355
Deferred taxes payable ...............................      69,465       66,300
Deferred gain on sale of assets ......................         603        1,057
Other long-term obligations ..........................      16,152       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 December 31, 1996 and 50,000,000
  shared authorized at June 30, 1996; issued
  43,295,086 shares at December 31, 1996
  and 43,140,586 shares at June 30, 1996 (Note 6) ....         433          431
Capital in excess of par value .......................     128,529      126,432
Cumulative foreign currency translation adjustment ...     (10,025)      (9,321)
Common stock in treasury, at cost; 2,477,300 shares at
 December 31, 1996 and 1,490,000 at June 30, 1996 ....     (75,652)     (52,563)
Retained earnings ....................................     361,376      333,846
                                                         ---------    ---------
     Total stockholders' equity ......................     404,661      398,825
                                                         ---------    ---------
          Total liabilities and stockholders' equity .   $ 853,069    $ 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 SIX MONTH PERIOD ENDED DECEMBER 31, 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 ........           2       2,097        --           --           --          2,099

Cash Dividends ........        --          --          --           --         (5,828)      (5,828)

Purchase of
 Treasury Stock .......        --          --          --        (23,089)        --        (23,089)

Net Income ............        --          --          --           --         33,358       33,358

Foreign Currency
 Translation Adjustment        --          --          (704)        --           --           (704)
                          ---------   ---------   ---------    ---------    ---------    ---------

Balance as of
 December 31, 1996 ....   $     433   $ 128,529   $ (10,025)   $ (75,652)   $ 361,376    $ 404,661
                          =========   =========   =========    =========    =========    =========
</TABLE>




     SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       -6-



<PAGE>
<PAGE>



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

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS     SIX MONTHS
                                                                                    ENDED         ENDED
                                                                                 DECEMBER 31,  DECEMBER 31,
  (in thousands)                                                                     1996         1995
                                                                                 ------------  ------------
<S>                                                                           <C>           <C>
Cash flows from operating activities:
  Net income ...................................................................   $ 33,358    $   30,170
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization ..............................................     20,277        18,624
    Deferred income taxes ......................................................      3,280        11,386
  Change in certain non-cash  current assets and  liabilities,  net of effect of
    businesses sold and acquired:
       Decrease in accounts receivable .........................................      5,454        16,128
       Decrease in inventories .................................................      9,044        12,680
       Decrease (increase) in prepaid expenses .................................      2,543          (480)
       Increase (decrease) in accrued income
           and other taxes .....................................................      8,651        (3,041)
       (Decrease) in accounts payable ..........................................    (30,981)      (36,188)
       (Decrease) in accrued liabilities .......................................    (45,019)      (53,275)
  Other changes ................................................................       (708)       (1,895)
                                                                                   --------    ----------
      Total adjustments ........................................................    (27,459)      (36,061)
                                                                                   --------    ----------
Net cash provided by (used for) operating activities ...........................      5,899        (5,891)
                                                                                   --------    ----------
Cash flows from investing activities:
   Capital expenditures ........................................................    (14,000)      (16,846)
   Acquisition of leased assets ................................................    (22,320)       (9,797)
   Purchase and installation of software .......................................     (4,368)         --
                                                                                   --------    ----------
Net cash (used for) investing activities .......................................    (40,688)      (26,643)
                                                                                   --------    ----------
Cash flows from financing activities:
    Increase in revolving credit borrowings, net ...............................     45,000        41,100
    Increase in other borrowings, net ..........................................      5,889         8,277
    Increase in securitization of accounts receivable ..........................     10,000          --
    Proceeds from exercise of stock options ....................................      2,099         3,269
    Purchase of common stock for treasury ......................................    (23,089)       (9,895)
    Dividends paid .............................................................     (5,828)       (4,698)
                                                                                   --------    ----------
Net cash  provided by financing activities .....................................     34,071        38,053
                                                                                   --------    ----------

Net (decrease) increase in cash and cash equivalents ...........................       (718)        5,519

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

Cash and cash equivalents at end of period .....................................    $ 7,608      $ 10,744
                                                                                   ========    ==========
</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 six
month  periods  ended  December 31, 1996 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).

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.

 INVENTORIES

Inventories were comprised of:

                                                 December 31,           June 30,
                                                     1996                1996
                                                 ------------           --------
                                                          (in thousands)

Raw materials ..........................           $ 29,268            $ 28,549
Work-in-process ........................              5,339               4,809
Finished goods .........................            102,351             112,644
                                                   --------            --------
    Total ..............................           $136,958            $146,002
                                                   ========            ========


2.  LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                          December 31,   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% .....................................   $ 140,000    $  95,000
     Other .............................................       4,786        4,471
                                                           ---------    ---------
                                                             144,786       99,471
     Less: current maturities ..........................         (60)        (116)
                                                           ---------    ---------
         Senior Debt ...................................     144,726       99,355
                                                           ---------    ---------
Subordinated Debt:
     9 1/8% Senior Subordinated Notes Due 1999 .........     100,000      100,000
                                                           ---------    ---------
             Total Long-term debt ......................   $ 244,726    $ 199,355
                                                           =========    =========
</TABLE>


                                       -8-



<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 redeeming 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
December 31,1996.

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 December 31, 1996 totaled $80,000,000,  reflecting an additional sale
of  $10,000,000  during the second  quarter of fiscal 1997. 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 December 31, 1996 of  $9,587,000  consisted of $5,100,000 of a
$15,000,000  unsecured  domestic line of credit and  $4,487,000 of the Company's
international  subsidiaries'  working capital borrowings with local lenders. The
Company's   international   working   capital   credit   facilities   aggregated
$23,134,000,  of which  $18,647,000  was  available at December  31,  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 and six months ended December
31, 1996 and 1995 consists of the following:

<TABLE>
<CAPTION>
                                        Three Months            Six Months
                                          Ended                   Ended
                                        December 31,            December 31,
                                   -------------------      -----------------
                                     1996        1995        1996        1995
                                   -------     -------      ------      ------
(in thousands)
<S>                              <C>         <C>        <C>          <C>
Current:
  Federal ......................   $  6,321    $  2,494    $ 14,225    $  7,246
  State ........................      1,477         496       3,254       1,510
  Foreign ......................        624         903       1,331       1,595
                                   --------    --------    --------    --------
      Total current ............      8,422       3,893      18,810      10,351
Deferred:
  Federal ......................      1,398       5,017       2,796       8,932
  State ........................        310       1,751         620       2,619
  Foreign ......................        (65)       (127)       (136)       (165)
                                   --------    --------    --------    --------
      Total deferred ...........      1,643       6,641       3,280      11,386
                                   --------    --------    --------    --------
          Total provision ......   $ 10,065    $ 10,534    $ 22,090    $ 21,737
                                   ========    ========    ========    ========
</TABLE>



                                       -9-



<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
$0.08 per share for the first and second quarters of fiscal 1997,  respectively,
and $0.05 and  $0.0625  per share for the first and  second  quarters  of fiscal
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 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.

8. SUBSEQUENT EVENT - ACQUISITION

On February 4, 1997,  the Company  entered into an  agreement  to purchase,  for
approximately $159,000,000 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 acquisition is expected to
be finalized during the month of March and will be financed  through  borrowings
on existing lines of credit as well as a new credit facilities to be established
within Australia and New Zealand.

                                      -10-



<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 six month  periods  ended  December 31, 1996 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 and six month
periods ended December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                 Three Months       Six Months
                                                     Ended             Ended
                                                   December 31,     December 31,
                                               -----------------  ---------------
                                                 1996     1995     1996    1995
                                                ------   ------   ------  ------
<S>                                           <C>      <C>      <C>      <C>   
Net sales ..................................     100.0%   100.0%   100.0%   100.0%

Cost of goods sold .........................      63.7     65.7     64.5     66.0
                                                 -----    -----    -----    -----

Gross profit ...............................      36.3     34.3     35.5     34.0

Selling, general, and
  administrative expenses ..................      24.2     21.8     22.1     20.6

Amortization and other depreciation ........       1.1      1.4      1.2      1.5

Interest expense and amortization of debt
  discount and expense .....................       1.6      1.7      1.7      1.7

Discount on sale of receivables ............       0.4      0.4      0.4      0.4

Other income (expense), net ................       0.1      0.6      0.2      0.3
                                                 -----    -----    -----    -----

Income before provision for income taxes ...       9.1      9.6     10.3     10.1

Provision for income taxes .................       3.6      4.0      4.1      4.2
                                                 -----    -----    -----    -----

Net income .................................       5.5%     5.6%     6.2%     5.9%
                                                 =====    =====    =====    =====
</TABLE>



                                      -11-



<PAGE>
<PAGE>



   QUARTER AND SIX MONTHS ENDED DECEMBER, 31 1996 COMPARED TO THE QUARTER AND
                       SIX MONTHS ENDED DECEMBER 31, 1995

Sales for the three month period ended December 31, 1996 were  $279,952,000,  6%
ahead  of last  year's  $263,084,000.  For  the six  month  period,  sales  were
$535,549,000, 4% above the prior year's $513,873,000.  Domestic plastic wrap and
bag sales for the quarter were 4% above the prior year,  however,  this gain was
offset by soft international  sales, and unfavorable exchange rates particularly
in South  Africa.  Year-to-date,  plastic  wrap and bag  sales are even with the
prior year  reflecting  the  above-noted  increases in domestic sales which were
offset by shortfalls in international sales and unfavorable exchange.  Excluding
sales from the Company's  phased out contract  packaging  operation,  automotive
sales  increased  7% for the quarter and 4%  year-to-date.  The increase for the
quarter and  year-to-date  primarily  reflects strong sales within the Company's
fuel additive business, primarily STP Complete Fuel System Cleaner, and gains in
the sale of automotive protectant products.  Quarterly and year-to-date sales of
pet product grew 10% and 7%, respectively,  over the prior year due to continued
market share growth and new product  introductions such as the Company's line of
anti-bacterial  cat litter.  The  Company's  new  firelog and wood fire  starter
business  contributed  $13,711,000  in sales  for the  quarter  and  $19,376,000
year-to-date.

Cost of  goods  sold  for the  quarter  was  $178,233,000,  103% of last  year's
$172,956,000.  Year-to-date,  cost of goods sold was  $345,641,000,  102% of the
prior year's  $339,183,000.  Increased costs for the quarter reflect both higher
raw  material  costs and  volumes,  while  increased  costs  for the six  months
primarily reflects higher volumes. Although resin prices are expected to decline
over the next six months,  raw  material  costs for the third  quarter of fiscal
1997 are expected to be higher than a year ago.

Gross profit for the quarter of  $101,719,000  (36.3% of sales) was 113% of last
year's $90,128,000 (34.3% of sales). Year-to-date, gross profit was $189,908,000
(35.5% of sales), 109% of last year's $174,690,000 (34.0% of sales).

Selling,  general and administrative  expenses during the quarter of $67,902,000
(24.2%  of  sales),  were 119% of last  year's  $57,283,000  (21.8%  of  sales).
Year-to-date,  expenses were $118,121,000  (22.1% of sales), 112% of last year's
$105,738,000  (20.6% of sales).  The  increase  compared  to last year  reflects
increased  spending in the  automotive  and pet  products  business,  to support
market  share  growth and new  product  introductions,  higher  spending  in the
plastic wrap and bags  business,  and the marketing  costs  associated  with the
Company's new firelog and wood fire starter business.  To maintain growth within
each of its core  businesses,  the  Company  intends  to  continue  its  current
advertising  and  promotion  programs.  Although  this may limit  third  quarter
earnings,  the Company is expecting benefits in the fourth quarter and in fiscal
year 1998.

Amortization and other depreciation expense for the quarter was $3,017,000,  84%
of the prior year's  $3,592,000  and for six months was  $6,271,000,  81% of the
prior year's  $7,790,000.  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 $4,626,000,  101% of the prior year. Year-to-date,  interest
expense  was  $8,875,000,  100%  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 and six months was 40% compared
to the prior  year's rate of 42%.  The reduced rate  reflects  higher  favorable
permanent tax differences during fiscal 1997.

                               FINANCIAL CONDITION

Worldwide   credit   facilities  in  place  at  December  31,  1996   aggregated
$339,031,000 of which  $188,547,000 was available,  but unused.  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 second quarter and first half of fiscal 1997, the Company repurchased
common shares valued at $3,148,000 and $23,089,000, respectively.

                                      -12-



<PAGE>
<PAGE>




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 14 of this report.

                                      -13-



<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  December  31,  1996,  and  the  related
consolidated  condensed statements of income for the three and six-month periods
ended December 31, 1996 and 1995, the consolidated  condensed statements of cash
flows for the  six-month  periods  ended  December  31,  1996 and 1995,  and the
consolidated  condensed  statement  of  stockholders'  equity for the  six-month
period  ended  December  31,  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

New York, New York
February 4, 1997

                                      -14-



<PAGE>
<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
                   Submitted  at  the  Annual  Meeting  of   Stockholders,
                   November 1, 1996:

                     1) Election of three  Directors,  each to serve for a
                   three-year  term  expiring  on the  date of the  Annual
                   Meeting  of  Stockholders  in  1999  and/or  until  his
                   successor is duly elected or appointed and qualified:

                   Name                         For             Withheld
                   ----                      -------           -----------
                   Alfred E. Dudley         37,235,177            223,215
                   James R. McManus         37,234,082            224,310
                   Thomas H. Rowland        37,321,453            136,939


                   2.  Ratification  of  the  selection  by the  Board  of
                   Directors  of  KPMG  Peat  Marwick  LLP as  independent
                   auditors of the Company for the fiscal year 1997:

                                                           Abstentions and
                         For            Against            Broker Non-Votes
                         ---            -------            ----------------
                      37,428,506         13,063                16,823

                   3.  Ratification of the amendment of the fourth Article
                   of  the  Company's   Certificate  of  Incorporation  to
                   increase the authorized  shares of the Company's common
                   stock from 50,000,000 to 120,000,000:

                                                            Abstentions and
                        For           Against               Broker Non-Votes
                        ---           -------               ----------------
                   28,533,349        8,854,016                   71,027

                   The increase in the Company's  authorized  Common Stock
                   was  proposed by the Board of  Directors of the Company
                   to provide  flexibility for future stock splits,  stock
                   dividends,  and other general corporate  purposes.  The
                   additional  authorized  shares of Common  Stock are the
                   same  class as and  identical  to the  shares of Common
                   Stock  authorized  prior to amendment of the  Company's
                   Certificate of  Incorporation to increase the Company's
                   authorized Common Stock.

Item 5.            Other Information
                   None.

                                      -15-



<PAGE>
<PAGE>



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
            None.

                                      -16-



<PAGE>
<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: February 10, 1997                         By: /s/ Donald A. DeSantis
      -----------------                            -----------------------
                                                   Donald A. DeSantis
                                                   Senior Vice President,
                                                   Chief Financial Officer
                                                   and Treasurer
                                                   (Principal Accounting
                                                   and Duly Authorized
                                                   Officer)



                                      -17-

<PAGE>