SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                FORM 10-Q/A NO.1

(Mark One)

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

For the quarterly period ended March 31, 1996
                                       OR

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

For the transition period from                 to                 .

                         Commission file number 33-64450
                             AMERICAN STANDARD INC.
             (Exact name of Registrant as specified in its charter)

    Delaware 25-0900465
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

One Centennial Avenue, P.O. Box 6820, Piscataway, NJ             08855-6820
(Address of principal executive offices)                         (Zip Code)


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


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



                                    X Yes No

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

           Common stock, $.01 par value, outstanding at

               April 30, 1996                                     1,000 shares





<PAGE>


                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements

      The Company has restated  its  financial  statements  for the three months
ended March 31, 1996 to properly  record $3 million of costs and expenses of its
French subsidiary Porcher S.A. The following  consolidated  summary statement of
operations of American  Standard Inc. (the "Company") and  subsidiaries  for the
three months ended March 31, 1996 and 1995 has not been audited,  but management
believes that all adjustments,  consisting of normal recurring items,  necessary
for a fair  presentation of financial data for those periods have been included.
Results for the first quarter of 1996 are not necessarily  indicative of results
for the entire year.

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF OPERATIONS
                              (Dollars in millions)

                                                              Three Months Ended
                                                                   March 31,
                                                              1996        1995
                                                            --------    --------
SALES                                                    $  1,364.3   $ 1,223.2
                                                             --------    -------

COST AND EXPENSES
  Cost of sales                                             1,031.1       909.1
  Selling and administrative expenses                         227.2       200.6
  Asset impairment loss                                       235.2          --
  Other expense                                                 7.6        10.7
  Interest expense                                             51.5        57.4
                                                            --------    -------
                                                            1,552.6     1,177.8
INCOME (LOSS) BEFORE INCOME TAXES AND
  EXTRAORDINARY ITEM                                         (188.3)       45.4
Income taxes                                                   17.0        18.9
                                                               ------    ------
INCOME (LOSS) BEFORE
  EXTRAORDINARY ITEM                                        (205.3)       26.5
Extraordinary loss on retirement of debt                        --       (30.1)
                                                           --------    --------

NET LOSS                                                 $  (205.3)   $   (3.6)
                                                          ========      =======



                             See accompanying notes



<PAGE>


Item 1.  Financial Statements (continued)

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                         UNAUDITED SUMMARY BALANCE SHEET
                              (Dollars in millions)

                                                   March 31,        December 31,
                                                     1996                1995
                                                     ----                ----
CURRENT ASSETS
Cash and cash equivalents                      $    32.6            $     88.7
Accounts receivable                                816.4                 771.0
Inventories
    Finished products                              236.4                 190.7
    Products in process                             94.4                  84.7
    Raw materials                                   99.1                  86.9
                                                    ----                  ----
                                                   429.9                 362.3
Other current assets                                80.3                  72.9
                                                    ----                  ----
TOTAL CURRENT ASSETS                             1,359.2               1,294.9

FACILITIES, less accumulated depreciation;
    Mar. 1996 - $524.5; Dec. 1995- $513.6          910.3                 924.5
GOODWILL                                           859.4               1,081.6
OTHER ASSETS                                       225.4                 218.6
                                                   -----                 -----
TOTAL ASSETS                                    $3,354.3              $3,519.6
                                                ========              ========

CURRENT LIABILITIES
Loans payable to banks                         $   240.2             $   240.0
Current maturities of long-term debt                69.7                  72.9
Accounts payable                                   445.3                 438.2
Accrued payrolls                                   164.2                 171.4
Other accrued liabilities                          402.6                 374.1
                                                   ------                -----
TOTAL CURRENT LIABILITIES                        1,322.0               1,296.6

LONG-TERM DEBT                                   1,747.0               1,770.1
RESERVE FOR POSTRETIREMENT BENEFITS                502.3                 482.4
OTHER LIABILITIES                                  356.2                 350.1
                                                   -----                 -----
TOTAL LIABILITIES                                3,927.5               3,899.2

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S DEFICIT
Preferred stock, Series A, 1,000 shares issued
    and outstanding, par value $.01                    -                     -
Common stock, 1,000 shares issued and
    outstanding, $.01 par value.                       -                     -
Capital surplus                                    530.1                 519.9
Accumulated deficit                               (930.1)               (724.8)
Foreign currency translation effects              (173.2)               (174.7)
                                                  -------              -------
TOTAL STOCKHOLDER'S DEFICIT                       (573.2)               (379.6)
                                                  ------                ------
                                                $3,354.3              $3,519.6
                                                ========              ========



                             See accompanying notes


<PAGE>


Item    1.  Financial Statements (continued)

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF CASH FLOWS
                              (Dollars in millions)
                                                        Three months ended
                                                             March 31,
                                                         1996        1995
                                                         ----        ----
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Income (loss) before extraordinary item          $(205.3)   $   26.5
    Asset impairment loss                              235.2           -
    Depreciation                                        31.6        27.1
    Amortization of goodwill                             6.6         8.2
    Non-cash interest                                   16.4        16.3
    Non-cash stock compensation                          7.9         6.8
    Changes in assets and liabilities:
        Accounts receivable                            (41.1)      (88.3)
        Inventories                                    (60.0)      (60.2)
        Accounts payable and other accruals             12.8        39.0
        Other assets and liabilities                    (6.4)       49.2
                                                        -----       ----
    Net cash (used) provided by operating activities    (2.3)       24.6
                                                        -----       ----

INVESTING ACTIVITIES:
    Purchase of property, plant and equipment          (35.7)      (19.4)
    Investments in affiliated companies                 (1.5)       (5.3)
    Other                                               18.1         6.2
                                                        -----        ---
    Net cash used by investing activities              (19.1)      (18.5)
                                                       ------      -----

FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock             -       280.5
    Proceeds from issuance of long-term debt               -       450.2
    Repayments of long-term debt                       (29.4)     (960.0)
    Net change in revolving credit facility             (7.8)      222.9
    Net change in other short-term debt                 11.6       (14.0)
    Other                                               (8.5)      (16.0)
                                                        -----      -----
    Net cash used by financing activities              (34.1)      (36.4)
                                                       ------      -----

Effect of exchange rate changes on cash and
    cash equivalents                                     (.6)          -
                                                         ----          -
Net decrease in cash and cash equivalents              (56.1)      (30.3)
Cash and cash equivalents at beginning of period        88.7        92.7
                                                        -----       ----
Cash and cash equivalents at end of period           $  32.6     $  62.4
                                                     ========    =======


                             See accompanying notes



<PAGE>


                     AMERICAN STANDARD INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS





Note 1.  Adoption of New Accounting Pronouncement

        Effective  January 1, 1996, the Company  adopted  Statement of Financial
Accounting  Standards  No. 121 ("FAS 121"),  Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of,  resulting in a
non-cash charge of $235 million.  See  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations -- Overview."

Note 2.  Tax Matters

        As described in Note 5 of Notes to Consolidated  Financial Statements in
the Company's  Annual Report on Form 10-K for the year ended  December 31, 1995,
there are  pending  German  tax  issues for the years  1984  through  1990.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Liquidity and Capital Resources."







<PAGE>


                          PART 1. FINANCIAL INFORMATION

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

Overview

         Effective  January  1, 1996 the  Company  adopted  FAS 121  related  to
impairment of long-lived assets.  Applying the criteria  established by FAS 121,
the Company  concluded that certain assets and related goodwill of its Canadian,
French and  Mexican  operating  units were  impaired.  As a result,  the Company
recorded a non-cash charge of $235 million, over 90% of which was the write-down
of  goodwill,  for which  there is no tax  benefit.  This charge  included  $121
million for Air Conditioning Products' operations in Canada and France, and $114
million for Plumbing Products'  operations in Canada and Mexico.  Excluding this
charge, operating income was $122 million in the first quarter of 1996, compared
with $126 million of operating income in the first quarter of 1995.

                         SUMMARY SEGMENT AND INCOME DATA
                              (Dollars in millions)
                                   (Unaudited)
                                                     Three Months Ended
                                                          March 31,
                                                   1996            1995
                                                   ----            ----
Sales:
    Air Conditioning Products                   $   758         $   643
    Plumbing Products                               348             323
    Automotive Products                             258             257
                                                    ---             ---

    Total  sales                                 $1,364          $1,223
                                                 ======          ======

Operating income before asset impairment loss:
     Air Conditioning Products                 $     61         $    42
     Plumbing Products                               19              41
     Automotive Products                             42              43
                                                     --              --
                                                    122             126
     Asset impairment loss: 
         Air Conditioning Products                 (121)              -
         Plumbing Products                         (114)              -
                                                   ----           -----     
                                                   (235)              -
                                                   ----           -----
     Total operating income (loss)                 (113)            126
 Interest expense                                   (52)            (57)
 Corporate items                                    (23)            (24)
                                                    ---             ---

 Income (loss) before income taxes and
     extraordinary item                         $  (188)        $    45
                                                =======         =======


<PAGE>



Results of  Operations  for the First  Quarter of 1996  Compared  with the First
Quarter of 1995

         Consolidated  sales for the first quarter of 1996 were $1,364  million,
an increase of $141 million,  or 12% (with little effect from foreign exchange),
from $1,223  million in the first quarter of 1995.  Sales  increased 18% for Air
Conditioning  Products and 8% for Plumbing Products,  while sales for Automotive
Products were at essentially the same level as the 1995 quarter.

         Operating  income  (excluding the asset  impairment  charge  previously
mentioned)  was $122 million for the first  quarter of 1996 (with little  effect
from foreign exchange), compared with $126 million in the first quarter of 1995.
Operating income increased 45% for Air  Conditioning  Products,  remained at the
same high  level as in the prior  year  quarter  for  Automotive  Products,  but
declined 54% for Plumbing Products.

         Sales of Air  Conditioning  Products  increased 18% to $758 million for
the first quarter of 1996 from $643 million for the comparable  quarter of 1995,
as a result of strong gains in sales of applied and unitary  commercial  systems
in all markets,  higher volumes of residential products in the U.S. and sales of
the  new  operations  in the  People's  Republic  of  China  ("PRC").  Sales  of
commercial  products in the U.S.  increased because of improved markets,  demand
for chiller replacement (due to the ban on CFC refrigerant  production),  higher
prices and gains in market  share.  Residential  sales were up due to  increased
preseason  distributor  stocking and higher prices.  International  sales of Air
Conditioning  Products  for the  first  quarter  of 1996  increased  principally
because of sales in the new PRC  operations  and small volume  increases in most
other businesses.

         Operating  income of Air  Conditioning  Products,  excluding  the asset
impairment  charge,  increased  45% to $61 million in the first  quarter of 1996
from $42 million in the 1995 quarter,  primarily  reflecting expanded commercial
and residential  product sales in the U. S. Despite  significantly  higher sales
(primarily  in the PRC),  operating  income  for  international  operations  was
essentially   unchanged.   European   operations  suffered  from  weak  economic
conditions  and the new PRC operations  were near  break-even,  while  operating
results in other operations  improved modestly from results in the first quarter
of 1995.

         Sales of  Plumbing  Products  increased  8% (with  little  effect  from
foreign exchange) to $348 million in the first quarter of 1996 from $323 million
in the first  quarter of 1995  primarily  as a result of the sales of the French
manufacturer  Porcher (the acquisition of which was completed in November 1995).
Excluding Porcher,  sales decreased 6% overall,  as international sales declined
10%, partly offset by a 4% sales increase for U.S.  operations.  The decrease in
international  sales  occurred in Europe,  particularly  in  Germany,  Italy and
France,  which suffered from weaker economic  conditions,  and the  Philippines,
which was affected by a five-week  strike,  offset partly by increased volume in
the Middle East.  Sales in the U.S.  increased as a result of higher  volumes in
retail market channels, higher prices and a favorable product sales mix.

         Operating income of Plumbing  Products,  excluding the asset impairment
charge,  decreased  54% to $19  million  for the first  quarter of 1996 from $41
million for the 1995 period.  For  international  operations,  operating  income
declined  primarily  because of the weaker  European  markets,  particularly  in
Germany  and  France,  and to a lesser  extent in Italy and the  effects  of the
Philippines strike. In addition,  margins in France were lower than in the prior
year.  In the U.S.,  operating  income  improved  because of the  higher  sales,
benefits of lower-cost product sourcing and manufacturing cost improvements.

         Sales of  Automotive  Products for the first  quarter of 1996 were $258
million,  essentially  the same as the sales in the first  quarter of 1995 (with
little effect from foreign exchange). Unit volume of truck and bus production in
western Europe remained high and aftermarket sales were stable overall,  whereas
trailer, export and Brazilian markets declined.

     Operating  income  of $42  million  for  Automotive  Products  for the 1996
quarter,  despite no growth in sales, remained at the same high level as the $43
million  earned  in the  first  quarter  of 1995.  This  reflected  productivity
improvements offsetting higher manufacturing costs.


Financial Review

         Interest  expense  decreased  $5 million  in the first  quarter of 1996
compared  to the  year-earlier  quarter  primarily  as a result of reduced  debt
balances from  application of the net proceeds from the initial public  offering
of the  Company's  common stock in February  1995  together  with lower  overall
interest  rates  on debt  outstanding  under  the  Company's  1995  bank  credit
agreement (the "1995 Credit  Agreement").  Corporate costs were  essentially the
same in the first quarter of both years.

         The income tax provision for the first quarter of 1996 was $17 million,
or 36.3% of pretax income  (excluding the asset impairment charge on which there
is no tax benefit) compared with a provision of $19 million,  or 41.6% of pretax
income in the first quarter of 1995.  Continued  improvements  in U.S. income in
1996  enabled the Company to recognize  previously  unrecognized  tax  benefits,
resulting in a lower effective tax rate.

         As a result of the redemption of debt in the first quarter of 1995 upon
completion of a refinancing, the first quarter of 1995 included an extraordinary
charge of $30 million attributable to the write-off of unamortized debt issuance
costs, for which no tax benefit was available.


Cash Flows

         Net cash used by operating activities,  after cash interest paid of $15
million,  was $2 million for the first  quarter of 1996,  compared with net cash
provided of $25 million for the similar period of 1995. The $27 million decrease
resulted  primarily from timing  differences on payments,  especially for income
taxes.  The  Company  made  capital  expenditures  of $37  million for the first
quarter of 1996,  including $2 million of  investments  in affiliated  companies
compared with capital  expenditures of $25 million in the first quarter of 1995,
including $5 million of  investments  in  affiliated  companies.  The  principal
financing  activity  during  the  first  quarter  of 1996 was a  scheduled  debt
repayment of $25 million.





<PAGE>



Liquidity and Capital Resources

         At March 31,  1996,  the Company  had  outstanding  borrowings  of $168
million under the Revolving  Facilities.  There was $323 million available under
the Revolving  Facilities  after reduction for borrowings and for $59 million of
letters of credit usage. In addition,  at March 31, 1996, the Company's  foreign
subsidiaries had $93 million  available under overdraft  facilities which can be
withdrawn by the banks at any time.

         The 1995 Credit Agreement contains various covenants that limit certain
activities and  transactions  and require the Company to meet certain  financial
tests.  Certain  other  American  Standard Inc.  debt  instruments  also contain
financial  tests and other  covenants.  The Company  believes it is currently in
compliance with the covenants  contained in the 1995 Credit  Agreement and other
debt instruments.

    As described in Note 5 of Notes to Consolidated  Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, there
are pending German Tax issues for the years 1984 through 1990. There has been no
change in the status of these issues since that report was filed.






<PAGE>




                                        PART II. OTHER INFORMATION


Item      6.  Exhibits and Reports on Form 8-K
(a) Exhibits.
           The exhibits listed on the  accompanying  Index to Exhibits are filed
           as part of this quarterly report on Form 10-Q.




(b) Reports on Form 8-K.

           During the quarter ended March 31, 1996, the Company filed no reports
on Form 8-K.



<PAGE>


                                    SIGNATURE

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







                                                          By:/s/ G. Ronald Simon
                                                 (Vice President and Controller)
                                                      (also signing as Principal
                                                             Accounting Officer)









May 15, 1996



<PAGE>


                                          AMERICAN STANDARD INC.

                                            INDEX TO EXHIBITS



Exhibit No.                                 Description

    (27)                            Financial Data Schedule