<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, 1995                    COMMISSION FILE NUMBER
                                                               33-7264


                            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 191
      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 January 31, 1996
Common Stock, $.01 par value                           20,803,126 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, 1995 and 1994......................................................                  3

Consolidated Condensed Statements of Income
 For the Six Month Periods
 Ended December 31, 1995 and 1994......................................................                  4

Consolidated Condensed Balance Sheets -
 December 31, 1995 and June 30, 1995...................................................                  5

Consolidated Condensed Statement of Stockholders'
 Equity - For the Six Month Period
 Ended December 31, 1995...............................................................                  6

Consolidated Condensed Statements of Cash
 Flows - For the Six Month Periods
 Ended December 31, 1995 and 1994......................................................                  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 Accountants' Report........................................................                 14


PART II - OTHER INFORMATION


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

Items 2 - 6............................................................................              15-19

SIGNATURE..............................................................................                 20
---------

</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,
                                                                        1995                         1994
                                                                    ------------                 -------------
(in thousands - except per share amounts)

<S>                                                                   <C>                             <C>       
Net sales...................................................          $  263,084                      $  233,008

  Cost of goods sold........................................             172,956                         143,781

  Selling, general and
   administrative expenses..................................              57,283                          59,178

  Amortization and other depreciation.......................               3,592                           3,836

  Interest expense and amortization of debt
    discount and expense....................................               4,572                           4,573

  Discount on sale of receivables...........................               1,018                             742

  Other income (expense), net...............................               1,508                            (591)
                                                                       ---------                       ---------

Income before provision for income taxes
  and extraordinary loss....................................              25,171                          20,307

Provision for income taxes..................................              10,534                           8,465
                                                                      ----------                        --------

Income before extraordinary loss............................              14,637                          11,842

Extraordinary loss relating to the repurchase
  of subordinated note, net of taxes........................                -                             (4,493)
                                                                    ------------                        --------

Net income..................................................           $  14,637                        $  7,349
                                                                       =========                        ========


Per common share and common equivalent share (Note 6):
   Income before extraordinary loss ........................             $  0.69                         $  0.55
   Extraordinary loss.......................................                 -                              (.21)
                                                                        --------                        --------
   Net income...............................................             $  0.69                         $  0.34
                                                                         =======                         =======

Weighted average common and common
  equivalent shares outstanding (Note 6)....................              21,281                          21,449
                                                                        ========                       =========
</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,
                                                                        1995                         1994
                                                                    ------------                 -------------
(in thousands - except per share amounts)

<S>                                                                   <C>                             <C>       
Net sales...................................................          $  513,873                      $  497,175

  Cost of goods sold........................................             339,183                         304,607

  Selling, general and
   administrative expenses..................................             105,738                         126,339

  Amortization and other depreciation.......................               7,790                           8,118

  Interest expense and amortization of debt
    discount and expense....................................               8,886                           9,540

  Discount on sale of receivables...........................               2,055                           1,936

  Other income (expense), net...............................               1,686                            (242)
                                                                       ---------                      ----------

Income before provision for income taxes
  and extraordinary loss....................................              51,907                          46,393

Provision for income taxes..................................              21,737                          19,477
                                                                      ----------                       ---------

Income before extraordinary loss............................              30,170                          26,916

Extraordinary loss relating to the repurchase
  of subordinated note, net of taxes........................                -                             (4,493)
                                                                       ---------                       ---------

Net income..................................................           $  30,170                       $  22,423
                                                                       =========                       =========


Per common share and common equivalent share (Note 6):
   Income before extraordinary loss ........................             $  1.42                         $  1.24
   Extraordinary loss.......................................                 -                              (.21)
                                                                         -------                         -------
   Net income...............................................             $  1.42                         $  1.03
                                                                         =======                         =======

Weighted average common and common
  equivalent shares outstanding (Note 6)....................              21,286                          21,751
                                                                        ========                       =========
</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,
(in thousands, except share amounts)                                       1995                          1995
                                                                        ------------                   --------
                                                                        (UNAUDITED)
ASSETS:
<S>                                                                      <C>                          <C>       
Cash and cash equivalents.......................................         $    10,744                  $    5,225
Accounts and notes receivable - net.............................             106,471                     121,763
Inventories.....................................................             143,565                     156,245
Deferred tax assets.............................................              34,670                      34,038
Prepaid expenses................................................               4,041                       3,561
                                                                           ---------                    --------
  Total current assets..........................................             299,491                     320,832

Property, plant and equipment (net of accumulated
  depreciation of $101,459 and $88,447).........................             304,317                     290,960
Patents, trademarks, proprietary technology
  and other intangibles (net of accumulated
  amortization of $176,018 and $170,584)........................             180,737                     202,323
Deferred charges and other assets (net of
  accumulated amortization of $50,994 and $50,214)..............              24,897                      25,831
                                                                           ---------                   ---------
          Total assets..........................................           $ 809,442                   $ 839,946
                                                                           =========                   =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Liabilities
Notes payable...................................................        $     12,916                 $     5,128
Current maturities of long-term debt............................                 955                         912
Accrued income and other taxes..................................               7,696                      27,279
Accounts payable................................................              33,918                      70,106
Accrued liabilities.............................................              91,588                     144,863
                                                                          ----------                  ----------
     Total current liabilities..................................             147,073                     248,288

Long-term debt..................................................             207,825                     166,279
Deferred taxes payable..........................................              66,551                      54,524
Deferred gain on sale of assets.................................               1,732                       2,637
Other long-term obligations.....................................              15,537                      16,040

Stockholders' Equity
Preferred stock, $1 par value, 10,000,000
  shares authorized; none issued................................                  -                           -
Common stock, $0.01 par value,
  50,000,000 shares authorized; issued
  22,261,681 shares at December 31, 1995
  and 22,146,014 shares at June 30, 1995........................                 223                         221
Capital in excess of par value..................................             124,181                     120,914
Cumulative foreign currency translation adjustment..............              (7,473)                     (7,173)
Common stock in treasury, at cost; 1,446,000 shares at
  December 31, 1995 and 1,210,700 at June 30, 1995..............             (50,328)                    (40,433)
Retained earnings...............................................             304,121                     278,649
                                                                           ---------                   ---------
     Total stockholders' equity.................................             370,724                     352,178
                                                                           ---------                   ---------
          Total liabilities and stockholders' equity............           $ 809,442                   $ 839,946
                                                                           =========                   =========
</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, 1995
                                   (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, 1995 ..............    $ 221      $ 120,914      $ (7,173)     $ (40,433)     $ 278,649       $ 352,178

Exercise of
 Stock Options...............        2          3,267          -              -               -             3,269

Cash Dividends...............       -             -            -              -            (4,698)         (4,698)

Purchase of
 Treasury Stock..............       -             -            -            (9,895)           -            (9,895)

Net Income...................       -             -            -              -            30,170          30,170

Foreign Currency
 Translation Adjustment......      -           -               (300)          -               -              (300)
                                ------   ------------        -------  -------------  ------------     ------------

Balance as of
 December 31, 1995...........    $ 223      $ 124,181      $ (7,473)     $ (50,328)     $ 304,121       $ 370,724
                                 =====      =========      =========     ==========     =========       =========

</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)                                                            1995                     1994
                                                                    --------------------      -------------
<S>                                                                       <C>                      <C>     
Cash flows from operating activities:
  Net income...................................................                  $ 30,170          $ 22,423
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization..............................                    18,624            17,593
    Deferred income taxes......................................                    11,386             4,215
    Loss on repurchase of subordinated note....................                   -                   7,463
    Net loss on disposal of automotive service
      centers and sale of the Prestone business................                   -                     348

  Change in certain non-cash  current assets and  liabilities,
    net of effect of businesses sold and acquired:
       Decrease (increase) in accounts receivable..............                    16,128            (7,328)
       Decrease (increase) in inventories......................                    12,680           (16,448)
       (Increase) decrease in prepaid expenses.................                      (480)              936
       (Decrease) in accrued income and other taxes............                    (3,041)           (6,415)
       (Decrease) in accounts payable..........................                   (36,188)           (8,451)
       (Decrease) increase in accrued liabilities..............                   (53,275)            6,086
    Net change in current assets and current liabilities
     of businesses sold........................................                   -                 (21,024)
  Other changes................................................                    (1,895)           (2,650)
                                                                                 ---------         ---------
      Total adjustments........................................                   (36,061)          (25,675)
                                                                                 ---------         ---------
Net cash (used for) operating activities.......................                    (5,891)           (3,252)
                                                                                 ---------         ---------

Cash flows from investing activities:
   Capital expenditures........................................                   (16,846)           (14,805)
   Acquisition of leased assets................................                    (9,797)           (13,240)
   Proceeds from sale of antifreeze/coolant and car
     care business, net of note received.......................                      -               142,000
   Acquisition of business.....................................                      -               (45,195)
   Other.......................................................                      -                (4,900)
                                                                                ---------           ---------
Net cash (used for) provided by investing activities...........                   (26,643)            63,860
                                                                                ---------           ---------

Cash flows from financing activities:
    Increase in revolving credit borrowings, net...............                    41,100             29,300
    Increase in other borrowings, net..........................                     8,277                305
    (Decrease) in accounts receivable securitization, net......                     -                (45,000)
    Proceeds from exercise of stock options....................                     3,269                487
    Purchase of common stock for treasury......................                    (9,895)           (34,793)
    Dividends paid.............................................                    (4,698)            (3,829)
                                                                                  ---------         ---------
Net cash provided by (used for) financing activities...........                    38,053            (53,530)
                                                                                  ---------         ---------

Net increase in cash and cash equivalents......................                     5,519              7,078

Cash and cash equivalents at beginning of period...............                     5,225             13,384
                                                                                  ---------         --------

Cash and cash equivalents at end of period.....................                  $ 10,744           $ 20,462
                                                                                  ========          ========
</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 six month
period ended December 31, 1995 are not necessarily indicative of the results for
a full year.

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

On August 26, 1994,  the Company sold the  Prestone  antifreeze/coolant  and car
care  business.  The net  assets of that  business  have been  removed  from the
balance  sheet,  resulting  in a gain during  fiscal 1995 which was  included in
other income (expense),  net, in the Consolidated Condensed Statement of Income.
Sales from the PRESTONE  business were  $31,684,000  for the period ended August
25, 1994, and together with the operating results of this business, through such
dates, are included in the fiscal 1995 period.

 INVENTORIES

<TABLE>
<CAPTION>

Inventories were comprised of:
                                                                      December 31,           June 30,
                                                                           1995                1995
                                                                      -----------            ------- 
                                                                                  (in thousands)
<S>                                                                    <C>                 <C>       
     Raw materials.............................................        $   27,740          $   28,766
     Work-in-process...........................................             5,929               5,531
     Finished goods............................................           109,896             121,948
                                                                        ---------           ---------
         Total.................................................         $ 143,565           $ 156,245
                                                                        =========           =========

</TABLE>


                                       -8-



<PAGE>
<PAGE>



2.  LONG-TERM DEBT

First Brands had long-term debt outstanding as of December 31, 1995 and June 30,
1995 as follows:
<TABLE>
<CAPTION>

                                                                        December 31,         June 30,
                                                                             1995              1995
                                                                        ------------         -------
<S>                                                                   <C>                   <C>
Senior Debt:                                                                      (in thousands)
     $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%.............................................       $   101,100           $  60,000
     Other.....................................................             7,680               7,191
                                                                       ----------          ----------
                                                                          108,780              67,191
     Less: current maturities..................................              (955)               (912)
                                                                      -----------          ----------
         Senior Debt...........................................           107,825              66,279
                                                                       ----------          ----------

Subordinated Debt:
     9 1/8% Senior Subordinated Notes Due 1999.................           100,000             100,000
                                                                        ---------           ---------
             Total Long-term debt..............................         $ 207,825           $ 166,279
                                                                        =========           =========
</TABLE>

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, 1995.


3. ACCOUNTS RECEIVABLE

During the first quarter of fiscal 1996, the Company  renegotiated its agreement
to sell a $100,000,000  fractional  ownership interest,  without recourse,  in a
defined  pool of  eligible  trade  accounts  receivable.  Under the terms of the
renegotiated agreement, this facility will automatically renew each year and the
facility  servicing fees have been reduced.  The fractional  interest sold as of
December 31, 1995  totalled  $60,000,000.  The amounts  sold are  reflected as a
reduction in accounts  receivable on the  accompanying  balance sheets and costs
associated  with  this  program  are  recorded  on  the  Consolidated  Condensed
Statements of Income as discount on sale of receivables.


4.  NOTES PAYABLE

Notes payable at December 31, 1995 of $12,916,000  consisted of a fully utilized
$10,000,000  unsecured  domestic line of credit and  $2,916,000 of the Company's
international  subsidiaries'  working capital borrowings with local lenders. The
Company's  international current and long-term working capital credit facilities
aggregated $27,610,000, of which $21,364,000 was available at December 31, 1995.
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.).





                                       -9-



<PAGE>
<PAGE>



5.  TAXES

The provision for income tax expense for the three and six months ended December
31, 1995 and 1994 consists of the following:
<TABLE>
<CAPTION>

                                                          Three Months                    Six Months
                                                              Ended                          Ended
                                                           December 31,                   December 31,
                                                       -----------------               -----------------
                                                       1995          1994              1995         1994
                                                       ----          ----              ----         ----
(in thousands)
<S>                                                  <C>            <C>             <C>          <C>     
       Current:
         Federal.............................        $ 2,494        $ 3,076         $ 7,246      $ 11,029
         State...............................            496            623           1,510         2,548
         Foreign.............................            903            732           1,595         1,685
                                                     -------         ------          ------        ------
             Total current...................          3,893          4,431          10,351        15,262
       Deferred:
         Federal.............................          5,017          3,354           8,932         3,546
         State...............................          1,751            733           2,619           763
         Foreign.............................           (127)           (53)           (165)          (94)
                                                     -------         ------         -------       -------
             Total deferred..................          6,641          4,034          11,386         4,215
                                                      ------          -----          ------        ------
                 Total provision.............       $ 10,534        $ 8,465        $ 21,737      $ 19,477
                                                      ======          =====          ======        ======
</TABLE>



6.  EARNINGS PER SHARE

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

During the first and second  quarters  of fiscal  1996 the  Company  paid to its
shareholders cash dividends of $ 0.10 and $0.125 cents per share, respectively.



                                      -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, 1995 should be read in
conjunction with the accompanying  unaudited  Consolidated  Condensed  Financial
Statements  and  related  Notes.  The  Company  is  primarily   engaged  in  the
development,  manufacture,  marketing  and sale of  branded  and  private  label
consumer products for the home and automotive  markets.  The Company's  products
which include "GLAD",  "GLAD-LOCK" "STP", "SIMONIZ",  "SCOOP AWAY", "EVER CLEAN"
and  "JONNY  CAT"  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.

The  Prestone  antifreeze/coolant  and car care  business was sold on August 26,
1994.  Financial data below includes the operating  information  related to this
business  while it was still a part of the  Company.  Therefore,  comparison  of
results of operations  between the six month  periods  should take the effect of
the divested business into consideration.

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, 1995 and 1994.

<TABLE>
<CAPTION>

                                                                  Three Months               Six Months
                                                                      Ended                     Ended
                                                                  December 31,              December 31,
                                                                -----------------        ----------------
                                                                1995         1994        1995         1994
                                                                ----         ----        ----         ----

<S>                                                            <C>          <C>         <C>          <C>  
    Net sales...........................................       100.0%       100.0%      100.0        100.0
    Cost of goods sold..................................        65.7         61.7        66.0         61.3
                                                               ------       ------      ------       -----
    Gross profit........................................        34.3         38.3        34.0         38.7
    Selling, general, and
      administrative expenses...........................        21.8         25.4        20.6         25.4
    Amortization and other depreciation.................         1.4          1.6         1.5          1.6
    Interest expense and amortization of debt
      discount and expense..............................         1.7          2.0         1.7          1.9
    Discount on sale of receivables.....................         0.4          0.3         0.4          0.4
    Other income (expense), net.........................         0.6         (0.3)        0.3          (0.1)
                                                                -----       ------       -----        -----
    Income before provision for income taxes
      and extraordinary loss.............................        9.6          8.7        10.1          9.3
    Provision for income taxes...........................        4.0          3.6         4.2          3.9
                                                                -----        -----       -----        ----
    Income before extraordinary loss.....................        5.6          5.1         5.9          5.4
    Extraordinary loss relating to the repurchase
      of subordinated notes, net of taxes................        --           1.9         --           0.9
                                                               ------        -----      ------        ----
    Net income...........................................        5.6%         3.2%        5.9%         4.5%
                                                                ====         ====        ====         ====
</TABLE>









                                      -11-



<PAGE>
<PAGE>




   QUARTER AND SIX MONTHS ENDED DECEMBER, 31 1995 COMPARED TO THE QUARTER AND
                       SIX MONTHS ENDED DECEMBER 31, 1994

Sales for the three month period ended December 31, 1995 were $263,084,000,  13%
ahead  of last  year's  $233,008,000.  For  the six  month  period,  sales  were
$513,873,000,  103%  of the  prior  year's  $497,175,000.  On a  proforma  basis
(excluding  sales of $31,684,000 from the divested  Prestone  antifreeze/coolant
and car care  business  which was sold on August 26, 1994) fiscal 1996 six month
sales were 10% above the prior year's comparable sales of $465,491,000.  Plastic
wrap and bag sales  increased 18% during the quarter due to strong growth in the
GLAD-LOCK line and higher disposer bag and food category  sales,  along with the
continued  growth  in the  Company's  international  business.  Sales  from  the
Company's new South African business contributed 5% to the growth in the plastic
wrap and bag business.  Strong  quarterly  sales brought  year-to-date  sales of
plastic  wrap and bag  products to 112% of the prior  year's  level.  Automotive
sales for the quarter and year-to-date were flat, reflecting an overall sluggish
domestic  retail market.  For the three and six month periods,  cat litter sales
were above the comparable prior year levels by 15% and 20%, respectively, due to
continued market and share growth of the SCOOP AWAY and EVER CLEAN brands, along
with distribution and market share gains made by the JONNY CAT brand.

Cost of  goods  sold  for the  quarter  was  $172,956,000,  120% of last  year's
$143,781,000.  For the six month  period,  cost of goods sold was  $339,183,000,
111% of the prior  year's  $304,607,000.  Excluding  costs  associated  with the
divested   business,  cost  of  goods  sold year-to-date are 120% of last year's
proforma  cost of  $283,439,000.  For the three and six month periods, increased
volumes and higher  polyethylene  raw material costs were primarily  responsible
for the higher costs.

Gross  profit for the quarter of  $90,128,000  (34.3% of sales) was 101% of last
year's $89,227,000 (38.3% of sales). Year-to-date, gross profit was $174,690,000
(34.0% of sales), 91% of last year's  $192,568,000  (38.7% of sales).  Excluding
the  divested  business,  the six month gross profit was 96% of the prior year's
proforma  gross profit of $182,052,000 (39.1% of sales). For the quarter and the
proforma  year-to-date  results,  the  higher  gross  profit  dollars  came from
increased   sales,   while  the  reduced   margin  was   primarily  due  to  the
aforementioned increased raw material costs and a less favorable sales mix.

Selling,  general and administrative  expenses during the quarter of $57,283,000
(21.8%  of  sales),  were  97% of last  year's  $59,178,000  (25.4%  of  sales).
Year-to-date  expenses were  $105,738,000  (20.6% of sales),  84% of last year's
$126,339,000  (25.4%  of  sales)  Excluding  the  divested  business,  six month
expenses  were 89%  of the prior year's  proforma expense of $118,499,000 (25.5%
of sales). Lower selling expense  during the three and six month periods reflect
reductions  in selected  marketing  programs  to offset the higher raw  material
costs,  as well as a shift  in the  timing  of  certain  automotive  promotional
spending to the second half of the fiscal year.

Amortization and other depreciation expense for the quarter was $3,592,000,  94%
of the prior year's  $3,836,000 and for the six month period it was  $7,790,000,
96% of the  prior  year's  $8,118,000.  Interest  expense  for the  quarter  was
$4,572,000, 100% of the prior year. Year-to-date, interest expense of $8,886,000
is 93% of last year, reflecting a lower average borrowing rate. 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.

Other  income  (expense),  net  reflects  approximately  $2,000,000  of  accrued
interest which was reversed as a result of a tax audit settlement.

The Company's effective tax rate for the first half of both fiscal 1996 and 1995
was  approximately  42%. The fiscal 1996 provision for income taxes is above the
prior year's level due to the higher pre-tax income.

The prior year's  extraordinary  loss of  $4,493,000  or $0.21 per share for the
three and six months ended December 31, 1994, resulted from the premium paid and
the write-off of  unamortized  debt issuance  costs related to the repurchase of
$45,000,000 of the Company's Subordinated Notes.
                                      -12-



<PAGE>
<PAGE>





                               FINANCIAL CONDITION

Worldwide   credit   facilities  in  place  at  December  31,  1995   aggregated
$338,617,000  of which  $220,264,000  was  available,  but  unused.  The Company
expects to borrow or repay up to $20,000,000  from these credit  facilities over
the next twelve months, primarily for working capital purposes.

The  Company's  current  forecast  for the 1996  fiscal  year  reflects  capital
expenditures  of  approximately  $38,000,000,   and  fixed  payments  (interest,
principal,  discount on sale of receivables and lease payments) of approximately
$42,000,000.

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 Accountants' Report is presented on Page 14 of this report.



                                      -13-



<PAGE>
<PAGE>




                         Independent Accountants' 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,  1995,  and  the  related
consolidated  condensed statements of income for the three and six-month periods
ended December 31, 1995 and 1994, the consolidated  condensed statements of cash
flows  for the six month  periods  ended  December  31,  1995 and 1994,  and the
consolidated  condensed  statement  of  stockholders'  equity for the  six-month
period  ended  December  31,  1995.  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,  1995,  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 September 19, 1995, 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, 1995, is fairly  presented,  in all material  respects,  in
relation to the consolidated balance sheet from which it has been derived.


                          /s/ KPMG Peat Marwick LLP
                              ------------------------------ 
                              KPMG Peat Marwick LLP


New York, New York
January 30, 1996


                                      -14-



<PAGE>
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.                  Legal Proceedings

                         1.  In  1994,  the  Federal  Trade   Commission   (FTC)
                         commenced  an  investigation  that alleged that certain
                         advertising  claims for STP Engine Treatment violated a
                         1976 cease and desist order regarding STP  advertising.
                         While  it  does  not   believe   that  the   challenged
                         advertising  claims  violated  that order or applicable
                         advertising  law,  the  Company  agreed to  settle  the
                         matter  to avoid  lengthy  and  costly  litigation.  In
                         December 1995,  without  admitting any  violation,  the
                         Company and its subsidiary STP Corporation entered into
                         a  settlement  with the FTC  which  involved  a penalty
                         payment  of  $888,000,  charged  against a reserve  set
                         aside in fiscal year 1995,  and an  injunction  against
                         any  future  violations  of the 1976  cease and  desist
                         order.

                         2. IQ Products Company and CSA, Limited,  Inc. v. First
                         Brands  Corporation,  filed on May 4,  1994 in  Federal
                         District  Court in  Houston,  Texas,  arises  out of IQ
                         Products' contractual relationship with the Corporation
                         for the supply of various aerosol automotive  products,
                         including STP Flat Tire Repair.  IQ Products is seeking
                         compensatory  damages of $10.3 million  (including  the
                         approximately  $800,000  withheld  by the  Corporation)
                         plus  interest for products  allegedly  supplied and in
                         connection  with the Company's  recall of STP Flat Tire
                         Repair.  The Corporation has denied IQ Products' claims
                         and  counterclaimed  for  compensatory  damages of $4.5
                         million (less the  approximately  $800,000  withheld by
                         it),  plus  interest.  Legal  counsel  believes that IQ
                         Products'   claims  are  without  merit  and  that  the
                         Corporation  will  prevail on part or all of its claims
                         against IQ Products.

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, 
                         October 27, 1995:

                         1.  Election  of three  Directors,  each to serve for a
                         three-year  term  expiring  on the  date of the  Annual
                         Meeting  of  Stockholders  in  1998  and/or  until  his
                         successor is elected or appointed and qualified:

<TABLE>
<CAPTION>

                            Name                           For           Withheld

<S>                                                   <C>                  <C>   
                         Gary E. Gardner              19,421,185           20,570

                         Denis Newman                 19,421,485           20,270

                         Ervin R. Shames              19,421,485           20,270
</TABLE>


                         2.  Ratification  of  the  selection  by  the  Board of
                         Directors  of  KPMG  Peat  Marwick  LLP  as independent
                         auditors:


<TABLE>
<CAPTION>

                                                                                              Abstentions and
                                                           For            Against            Broker Non-Votes

<S>                                                   <C>                   <C>                   <C>   
                                                      19,427,534            4,207                 10,014
</TABLE>

                                      -15-



<PAGE>
<PAGE>




                         3.  Authorization of a  Non-employee  Director  Stock 
                             Option Plan (the "Director Plan")
<TABLE>
<CAPTION>

                                                                                              Abstentions and
                                                           For            Against            Broker Non-Votes
<S>                                                   <C>                 <C>                     <C>   
                                                      19,000,467          417,674                 23,614
</TABLE>

                         The  Director  Plan  authorizes  the  issuance of up to
                         60,000 shares of the Company's common stock.  Awards of
                         non-qualified  stock options to purchase 2000 shares of
                         the  Company's  common  stock  during the year 1996 and
                         1,000 shares during the  succeeding  four years will be
                         granted  to  each  elected,  re-elected  or  continuing
                         non-employee  Director  of the  Company  on  the  first
                         Friday  following each annual  meeting of  stockholders
                         during the term of the Director Plan. The Director Plan
                         is  non-discretionary  and is administered by the Board
                         of Directors of the  Company.  It is effective  for the
                         period  beginning  October 30, 1995 and ending  October
                         30,  2000  and may be  terminated  or  amended,  within
                         certain limitations, as the Board deems advisable.


                         4.  Authorization of an amendment (the "Amendment") to 
                             the Annual Incentive Plan for certain key employees
                             of the Company:
<TABLE>
<CAPTION>

                                                                                              Abstentions and
                                                           For            Against            Broker Non-Votes

<S>                                                   <C>               <C>                       <C>   
                                                      15,339,198        4,077,175                 25,382
</TABLE>

                         The Amendment  authorizes the issuance of up to 100,000
                         shares of common stock of the Company  under the Annual
                         Incentive  Plan  ("Incentive  Plan") adopted in 1986 by
                         the  Board  of  Directors  for  certain  key  employees
                         ("Participants") of the Company.  The Incentive Plan is
                         administered by the Compensation Committee of the Board
                         of Directors (the  "Committee"),  which  determines the
                         employees  to whom  awards are  granted,  the amount of
                         such  awards,  if any,  and the timing and form of each
                         award.  The Amendment  permits  certain  senior manager
                         Participants  to elect to receive  all or part of their
                         annual  incentive  award in common stock of the Company
                         having a fair  market  value  equal to 125% of the cash
                         award which would otherwise be received pursuant to the
                         Incentive Plan. Common stock issued under the Incentive
                         Plan will be restricted in transferability for a period
                         of two years after the date of issuance.  The Committee
                         has discretion to impose other  restrictions  on shares
                         of common stock issued under the Incentive Plan.


Item 5.                  Other Information
                         None.


                                      -16-



<PAGE>
<PAGE>



Item 6.                  Exhibits and Reports on Form 8-K

              A. Exhibit Index:
<TABLE>
<CAPTION>
Exhibit
Number                        Description of Exhibit

<S>           <C>
3.1           -- Restated Certificate of Incorporation of the Company, as amended by consent of the
                 stockholders of the Company as of April 11, 1991.  Incorporated by reference to Exhibit
                 3.1 to Form 10-K filed by the registrant on September 25, 1992.
3.2           -- By-Laws of the Company, as amended by consent of the stockholders of the Company as
                 of April 11, 1991, and as further amended by the Board of Directors on January 20,
                 1995, pursuant to Article Fifth, Section G of the Restated Certificate of Incorporation.
                 Incorporated by reference to Form 10-K filed by the Registrant on September 26, 1995.
10.1          -- Credit Agreement, dated as of February 3, 1995, among the Company, Chemical Bank, as
                 Agent, and The Several Lenders Parties thereto.  Incorporated by reference to Exhibit 10.1
                 to Form 10-Q for Quarter ended March 31, 1995, filed by the Registrant on May 11, 1995.
10.2     (a)  -- Leasing Agreement between the Company and Citicorp North America, Inc., relating to its
                 Glad Plastic Bag and Wrap facility in Cartersville, Georgia, dated as of November 16, 1993.
                 Incorporated by reference to Exhibit 10.2 to Form 10-Q for Quarter ended December 31,
                 1993, filed by the Registrant on February 14, 1994.
         (b)  -- Rider No. 1 thereto, dated as of December 1, 1993.  Incorporated by reference to Exhibit
                 10.2(b) to Form 10-K filed by the Registrant on September 12, 1994.
         (c)  -- Rider No. 2 thereto, dated as of May 11, 1994.  Incorporated by reference to Exhibit 10.2(c)
                 to Form 10-K filed by the Registrant on September 12, 1994.
10.3     (a)  -- Equipment Lease Agreement between the Company and PNC Leasing Corp, relating to its
                 Glad Plastic Bag and Wrap facility in Rogers, Arkansas, dated as of October 15, 1993.
                 Incorporated by reference to Exhibit 10.6 to Form 10-Q for Quarter ended December 31,
                 1993, filed by the Registrant on February 14, 1994.
         (b)* -- First Amendment thereto, dated as of October 15, 1995.
10.4     (a)  -- Agreement dated December 23, 1994 between the Company and Pitney Bowes Credit
                 Corporation ("Pitney Bowes") to the exercise by the Company of an Early Purchase Option
                 with regard to certain equipment at the Company's GLAD Plastic Wrap and Bag facility at
                 Rogers, Arkansas.  (This equipment was subject to the Equipment Lease Agreement dated
                 as of December 23, 1991 between Pitney Bowes and the Company; the Equipment Lease
                 Agreement was previously filed as and incorporated by reference to Exhibit 10.9 to Form
                 S-1 filed by the Registrant on February 7, 1992.)  Incorporated by reference to Exhibit
                 10.5(a) to Form 10-Q for Quarter ended December 31, 1994, filed by the Registrant on
                 February 14, 1995.
         (b)  -- Bill of Sale by Pitney  Bowes dated  December  23, 1994 for
                 certain  equipment  repurchased by the Company pursuant to the
                 Company's  exercise of the Early Purchase  Option provided for
                 in the Equipment Lease Agreement. Incorporated by reference to
                 Exhibit  10.5(b) to Form 10-Q for Quarter  ended  December 31,
                 1994, filed by the Registrant on February 14, 1995.
10.5          -- Letters dated May 4, 1995 and June 23, 1995 of the Company and NationsBanc Leasing
                 Corporation ("NationsBanc" - successor in interest to NationsBanc Leasing Corporation of
                 Georgia), respectively, relating to the exercise by the Company of an Early Purchase Option
                 with regard to certain equipment at the Company's GLAD plastic wrap and bag facility in
                 Amherst, Virginia.  (This equipment was subject to the Equipment Lease Agreement dated
                 as of June 25, 1992, between NationsBanc and the Company; the Equipment Lease
                 Agreement was previously filed as and incorporated by reference to Exhibit 10.14 to Form
                 10-K filed by the Registrant on September 25, 1992.)  Incorporated by reference to Form
                 10-K filed by the Registrant on September 26, 1995.
10.6          -- Purchase Agreement, dated as of June 25, 1993, between the Company and Nationsbanc
                 Leasing Corporation, relating to the sale and leaseback of certain equipment at the
                 Company's GLAD plastic wrap and bag facility in Amherst, Virginia.  Incorporated by
                 reference to Exhibit 10.16 to Form 10-K filed by the Registrant on September 28, 1993.
                                                         -17-
</TABLE>



<PAGE>
<PAGE>


<TABLE>
<S>           <C>
10.7          -- Equipment Lease Agreement, dated as of June 25, 1993, between the Company and
                 Nationsbanc Leasing Corporation, relating to the sale and leaseback of certain equipment at
                 the Company's GLAD plastic wrap and bag facility in Amherst, Virginia. Incorporated by
                 reference to Exhibit 10.17 to Form 10-K filed by the Registrant on September 29, 1993.
10.8     (a)  -- Sales Agreement, dated as of January 1, 1989 between Union Carbide Chemicals & Plastics
                 Company, Inc. (formerly Union Carbide Corporation) and the Company, (confidential
                 treatment has been granted with respect to certain portions of the Sales Agreement; such
                 portions were omitted and filed separately with the Securities and Exchange Commission).
                 Incorporated by reference to Exhibit 10.22(b) to Form 10-K filed by the Registrant on
                 September 19, 1989.
         (b)  -- Sales Agreement,  dated March 1, 1991, between Union Carbide
                 Chemicals   and   Plastics   Company   Inc.  and  the  Company,
                 (confidential  treatment  has  been  granted  with  respect  to
                 certain  portions of the Sales  Agreement,  such  portions were
                 omitted and filed  separately  with the Securities and Exchange
                 Commission).   Incorporated  by  reference  to   Post-Effective
                 Amendment No. 1 to Form S-1 filed by the Registrant on June 12,
                 1991.
10.9          -- Agreement between the Company and Metropolitan dated December 29, 1994, for the
                 purchase of the 13.25% Subordinated Note due 2001 (the "Note"), outstanding in the
                 principle amount of $45,000,000, by the Company on January 4, 1995.  (The Note was
                 issued pursuant to the Note Purchase Agreement ("Purchase Agreement") dated as of July
                 1, 1986, between the Company and Metropolitan Life Insurance Company and the
                 Subordinated Notes Registration Rights Agreement ("Rights Agreement") dated as of July
                 1, 1986; the Purchase Agreement was previously filed as and incorporated by reference to
                 Exhibit 4(ii) to Form S-1 filed by the Registrant on July 15, 1986; the Rights Agreement was
                 previously filed as and incorporated by reference to Exhibit 10(xii) to Form S-1 filed by the
                 Registrant on July 15, 1986.)  Incorporated by reference to Exhibit 10.11(b) to Form 10-Q
                 for Quarter ended December 31, 1994, filed by the Registrant on February 14, 1995.
10.10         -- Underwriting Agreement among the Company, certain stockholders and The First Boston
                 Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith
                 Incorporated as representatives of the Several Underwriters, relating to 8,400,000 shares of
                 Common Stock of the Company.  Incorporated by reference to Exhibit 1.1 to Form S-1 filed
                 by the Registrant on March 5, 1991.
10.11         -- Subscription Agreement among the Company, certain stockholders and Credit Suisse First
                 Boston Limited and Merrill Lynch International Limited as Managers, relating to 2,110,000
                 shares of Common Stock of the Company.  Incorporated by reference to Exhibit 1.2 to Form
                 S-1 filed by the Registrant on March 5, 1991.
10.12         -- Underwriting Agreement, dated as of February 26, 1992, between the Company and The
                 First Boston Corporation, relating to $100,000,000 in 9 1/8% Senior Subordinated Notes due
                 1999.  Incorporated by reference to Exhibit 10.19 to form 10-K filed by the Registrant on
                 September 25, 1992.
10.13    (a)  -- Pooling and Servicing Agreement, dated as of May 21, 1992, between the Company, First
                 Brands Funding Inc and Chemical Bank, as Trustee, relating to First Brands Funding Master
                 Trust trade receivables-backed financing.  Incorporated by reference to Exhibit 10.20(a) to
                 form 10-K filed by the Registrant on September 25, 1992.
         (b)  -- Variable  Funding  Supplement  thereto,  dated as of May 21,
                 1992.  Incorporated  by reference  to Exhibit  10.20(b) to form
                 10-K filed by the Registrant on September 25, 1992.
         (c)  -- Amendment No. 1 thereto, dated as of December 22, 1993.  Incorporated by reference to
                 Exhibit 10.18(c) to Form 10-Q for Quarter ended December 31, 1993, filed by the Registrant
                 on February 14, 1994.
10.14         -- Asset Purchase and Sale Agreement, dated as of May 21, 1992, between the Company and
                 First Brands Funding Inc, relating to First Brands Funding Master Trust trade receivables-
                 backed financing.  Incorporated by reference to Exhibit 10.21 to form 10-K filed by the
                 Registrant on September 25, 1992.
10.15         -- Asset Purchase and Sale Agreement, dated as of May 21, 1992, between the Company and
                 Himolene Incorporated, relating to First Brands Funding Master Trust trade receivables-
                 backed financing.  Incorporated by reference to Exhibit 10.22 to form 10-K filed by the
                 Registrant on September 25, 1992.
</TABLE>
                                      -18-



<PAGE>
<PAGE>


<TABLE>
<S>             <C>
10.16        -- Amended and Restated Letter of Credit Reimbursement Agreement, dated as of December
                2, 1993, between the Company, First Brands Funding Inc, Westdeutsche Landesbank
                Girozentrale, The Long-Term Credit Bank of Japan, Limited, and First Brands Funding
                Master Trust, amending and restating the Letter of Credit Reimbrusement Agreement, dated
                as of May 21, 1992, relating to First Brands Funding Master Trust trade receivables-backed
                financing.  Incorporated by reference to Exhibit 10.21 to Form 10-Q for Quarter ended
                December 31, 1993, filed by the Registrant on February 14, 1994.
10.17        -- Amended Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.34 to Form
                10-K filed by the Registrant on September 12, 1990.
10.18        -- First Brands  Corporation 1994  Performance  Stock Option and
                Incentive  Plan.  Incorporated  by reference to Exhibit A to the
                Definitive  Proxy Statement for Annual Meeting of  Stockholders,
                filed by the Registrant on September 28, 1993.
10.19    (a) -- Purchase and Sale Agreement, dated as of June 30, 1994, between the Registrant and
                Vestar/Freeze Holdings Corporation and Vestar Equity Partners, L.P., relating to the sale
                by the Registrant of its businesses of developing, manufacturing, marketing, selling and/or
                distributing automotive antifreeze, cooling system tools, cooling system chemicals for
                cleaning and sealing leaks in automotive cooling systems, ice fighting products, PRESTONE
                brake fluid products, PRESTONE power steering fluid products, and PRESTONE
                transmission stop-leak fluid products, and antifreeze recycling business. Incorporated by
                reference to Exhibit 2.1 to Form 8-K filed by the Registrant on September 12, 1994.
         (b) -- Amendment No. 1 thereto, dated as of August 25, 1994.  Incorporated by reference to
                Exhibit 2.2 to Form 8-K filed by the Registrant on September 12, 1994.
11*     --      Computation of Net Income Per Common Share
15*     --      Accountants' Acknowledgment
27*     --      EDGAR Financial Data Schedule
</TABLE>
------------

* Filed herewith

           B. Reports on Form 8-K
            None.



                                      -19-



<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 5th, 1996                             By:/s/ Donald A. DeSantis
       ------------------                                ----------------------
                                                         Donald A. DeSantis
                                                         Senior Vice President,
                                                         Chief Financial Officer
                                                         and Treasurer
                                                         (Principal Accounting
                                                         and Duly Authorized
                                                         Officer)


                                      -20-
<PAGE>