SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                    FORM 10-Q

(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, 1998
                                       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             (732) 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, 1998                                     1,000 shares





<PAGE>






                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements

         The following  consolidated summary statement of operations of American
Standard Inc. (the "Company") and  subsidiaries for the three months ended March
31,  1997 and  1996  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 1997 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,
                                                                --------
                                                            1998       1997
                                                            -----      ----

SALES                                                     $1,493     $1,361
                                                          ------     ------

COST AND EXPENSES
  Cost of sales                                            1,124      1,018
  Selling and administrative expenses                        258        236
  Other (income) expense                                      (1)         5
  Interest expense                                            51         49
                                                          ------      -----
                                                           1,432      1,308
                                                          ------      -----
INCOME BEFORE INCOME TAXES AND
  EXTRAORDINARY ITEM                                          61         53
Income taxes                                                  25         19
                                                          ------      -----

INCOME BEFORE
  EXTRAORDINARY ITEM                                          36         34
Extraordinary loss on retirement of debt, net of taxes         -          9
                                                          ------      -----

NET INCOME                                               $    36    $    25
                                                         =======    =======



                             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,
                                                       1998            1997
ASSETS                                              --------       -----------
Cash and cash equivalents                            $    84      $     29
Accounts receivable                                      884           831
Inventories
    Finished products                                    289           255
    Products in process                                  102            87
    Raw materials                                        104            89
                                                      ------        ------
                                                         495           431
Other current assets                                     110           103
                                                      ------        ------
TOTAL CURRENT ASSETS                                   1,573         1,394

FACILITIES, less accumulated depreciation;
    Mar. 1998 - $599; Dec. 1997- $578                  1,151         1,139
GOODWILL                                                 835           844
OTHER ASSETS                                             656           603
                                                      ------        ------
TOTAL ASSETS                                          $4,215        $3,980
                                                      ======        ======

CURRENT LIABILITIES
Loans payable to banks                               $    67       $   718
Current maturities of long-term debt                      22            30
Accounts payable                                         475           466
Accrued payrolls                                         184           180
Other accrued liabilities                                537           456
                                                      ------        ------
TOTAL CURRENT LIABILITIES                              1,285         1,850

LONG-TERM DEBT                                         2,315         1,551
RESERVE FOR POSTRETIREMENT BENEFITS                      439           438
OTHER LIABILITIES                                        449           468
                                                      ------        ------
TOTAL LIABILITIES                                      4,488         4,307

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                                          566           561
Accumulated deficit                                     (639)         (675)
Foreign currency translation effects                    (200)         (213)
                                                      ------        ------
TOTAL STOCKHOLDER'S DEFICIT                             (273)         (327)
                                                      ------        ------
                                                      $4,215        $3,980
                                                      ======        ======



                             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,
                                                                  --------
                                                             1998        1997
                                                             ----        ----
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Income) before extraordinary item                  $      36   $      34
    Depreciation                                              32          31
    Amortization of goodwill and other intangibles            12           9
    Non-cash interest                                         16          15
    Non-cash stock compensation                                2           9
    Changes in assets and liabilities:
        Accounts receivable                                  (50)        (83)
        Inventories                                          (65)        (60)
        Accounts payable and other accruals                   87          50
        Other assets and liabilities                         (26)        (20)
                                                            ----        ----
    Net cash provided (used) by operating activities          44         (15)
                                                            ----        ----

  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                (48)        (38)
    Investments in affiliated companies                      (10)         (1)
    Other                                                     (6)          -
                                                            ----        ----
    Net cash used by investing activities                    (64)        (39)
                                                            ----        ----

  FINANCING ACTIVITIES:
    Net loan (to) from Parent                                  5        (203)
    Proceeds from issuance of long-term debt                 761         376
    Repayments of long-term debt                              (9)       (347)
    Net change in revolving credit facility                 (653)        238
    Net change in other short-term debt                        1          13
    Financing Costs                                          (30)         (8)
    Other                                                      -           4
                                                            ----        ----
  Net cash provided by financing activities                   75          73
                                                            ----        ----

Effect of exchange rate changes on cash and
    cash equivalents                                           -          (1)
                                                            ----        ----
Net increase in cash and cash equivalents                     55          18
Cash and cash equivalents at beginning of period              29          60
                                                            ----        ----
Cash and cash equivalents at end of period               $    84     $    78
                                                            ====        ====


                             See accompanying notes



<PAGE>


                     AMERICAN STANDARD INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


   Note 1.  Public Offering of Debt

         In the first quarter and early April 1998, the Company completed public
   offerings  of  $1  billion   principal  amount  of  senior  debt  securities,
   including:  (i) $125  million  of 7 1/8%  Senior  Notes due  2003;  (ii) $250
   million of 7 3/8% Senior Notes due 2005;  (iii) $350 million of 7 3/8% Senior
   Notes due 2008;  and (iv) $275 million of 7 5/8% Senior  Notes due 2010.  The
   Company  will use the net  proceeds of these  offerings  (approximately  $963
   million,  net of  underwriting  discounts  and interest  rate hedge costs) to
   redeem, on June 1, 1998 (the  "Redemption"),  its 10 1/2% Senior Subordinated
   Discount  Debentures due 2005 and 9 7/8% Senior  Subordinated Notes due 2001.
   The total amount  required to complete the Redemption,  including  redemption
   premiums,  is $954  million,  net of the effect of the  settlement of certain
   swap transactions  related to the Senior  Subordinated  Discount  Debentures.
   Pending the Redemption, the net proceeds of the offerings were applied to the
   extent  possible  to reduce  borrowings  under the  revolving  portion of the
   Company's $1.75 billion bank credit  agreement (the "1997 Credit  Agreement")
   and the excess was invested in short-term securities.  The Redemption will be
   funded using  approximately  $200 million of such  short-term  securities and
   $750 million of  borrowings  under the  revolving  portion of the 1997 Credit
   Agreement.  In accordance  with the terms of the 10 1/2% Senior  Subordinated
   Discount Debentures, on June 1, 1998, interest on the debentures would become
   payable in cash. As a result of the Redemption, the Company expects to reduce
   its total annual cash interest payments by approximately $24 million compared
   to the amount  that would  otherwise  be payable and to reduce its annual net
   interest expense by approximately $20 million before taxes. In addition,  the
   second quarter of 1998 will include an extraordinary  charge of approximately
   $50 million, net of taxes, related to the Redemption, including call premiums
   and the write-off of unamortized debt issuance costs.

   Note 2.  Comprehensive Income

         In the  first  quarter  of  1998,  the  Company  adopted  Statement  of
   Financial Accounting Standards No. 130, Reporting Comprehensive Income. Total
   comprehensive  income (loss),  consisting of net income and foreign  currency
   translation  effects,  was $49 million and $(44) million for the three months
   ended March 31, 1998 and 1997, respectively.

   Note 3.  Tax Matters

        As described in Note 6 of Notes to Consolidated  Financial Statements in
   the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
   1997,  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

         Sales for the first quarter of 1998 were $1.5  billion,  an increase of
   10% (14% excluding the adverse effects of foreign exchange) from $1.4 billion
   in the first quarter of 1997.  Operating income was $125 million, an increase
   of 5% (11%  excluding  the  adverse  effects of foreign  exchange)  from $119
   million in the first quarter of 1997.

                         SUMMARY SEGMENT AND INCOME DATA
                              (Dollars in millions)
                                   (Unaudited)
                                                          Three Months Ended
                                                               March 31,
                                                               --------
                                                           1998           1997
        Sales:
           Air Conditioning Products                   $   838         $   782
           Plumbing Products                               358             343
           Automotive Products                             272             236
           Medical Systems                                  25               -
                                                        ------          ------
        Total  sales                                    $1,493          $1,361
                                                        ======          ======

        Operating income (loss):
            Air Conditioning Products                  $    68        $     69
            Plumbing Products                               19              22
            Automotive Products                             42              32
            Medical Systems                                 (4)             (4)
                                                        ------          ------
                                                           125             119
         Equity in net income of unconsolidated
            joint ventures                                   6               2
                                                        ------          ------
                                                           131             121

         Interest expense                                  (51)            (49)
         Corporate items                                   (19)            (19)
                                                        ------          ------ 
         Income before income taxes and
            extraordinary item                         $    61         $    53
                                                       =======         =======

<PAGE>



Results of  Operations  for the First  Quarter of 1998  Compared  with the First
Quarter of 1997

         The Company  achieved  record first quarter sales of $1,493  million in
   1998, an increase of 10% (14%  excluding the  unfavorable  effects of foreign
   exchange) from $1,361 million in the first quarter of 1997.  Sales  increased
   7% for  Air  Conditioning  Products,  4% for  Plumbing  Products  and 15% for
   Automotive  Products,  and included  $25 million for the new Medical  Systems
   segment.

         Operating  income was $125  million for the first  quarter of 1998,  an
   increase of 5% (11% excluding the  unfavorable  effects of foreign  exchange)
   from $119 million in the first quarter of 1997.  Operating  income  increased
   31% for  Automotive  Products,  was  essentially  flat  for Air  Conditioning
   Products and declined 14% for Plumbing  Products.  Medical Systems' operating
   loss was at the same level as in the first quarter of 1997.

         Sales of Air  Conditioning  Products  increased  7% (9%  excluding  the
   unfavorable  effects  of  foreign  exchange)  to $838  million  for the first
   quarter  of 1998  from  $782  million  for the first  quarter  of 1997.  This
   improvement  reflects continued  strength in the U.S.  commercial unitary and
   applied  businesses,  together with increased revenues from the growing sales
   and service  operations.  Sales of commercial products increased primarily on
   higher  volumes,  despite  the adverse  effects of a four-week  strike at the
   Lexington,  Kentucky  air handling  facility.  Sales of  residential  unitary
   products   in  the   U.S.   were   flat   as   dealers,   cautioned   by  the
   cooler-than-normal  summer  weather of 1997,  were  reluctant  to carry large
   inventories  in advance of the summer  cooling  season.  International  sales
   increased 8% (16% excluding  foreign exchange  effects) as a result of volume
   improvements in Europe, the Middle East and Latin America.

         Operating  income of Air  Conditioning  Products  decreased  $1 million
   (with  little  effect  from  foreign  exchange)  to $68  million in the first
   quarter of 1998 from $69  million in the 1997  quarter.  Improvements  in the
   U.S. commercial and residential  businesses were offset by the effects of the
   four-week strike, economic weakness in the Far East and continued competitive
   pricing pressures in Europe.

         Sales of Plumbing Products  increased 4% (12% excluding the unfavorable
   effects of foreign  exchange) to $358  million in the first  quarter of 1998,
   from $343  million in the first  quarter  of 1997.  This  increase  primarily
   reflected  higher  sales  in the  U.S.,  Latin  America  and  the  effect  of
   consolidating  the operations in China since the fourth quarter of 1997. U.S.
   operations achieved a 10% sales increase on higher volume,  primarily through
   expanding  major  retailers.  Excluding  the  unfavorable  effects of foreign
   exchange,  international  sales  increased  12% on  higher  volumes  in Latin
   America and Europe,  partly  offset by  significantly  lower sales in the Far
   East (excluding China) as a result of the adverse economic conditions in that
   area.

         Operating  income of  Plumbing  Products  decreased  $3  million to $19
   million for the first  quarter of 1998 from $22 million for the 1997  period,
   but  increased  $1  million  excluding  the  unfavorable  effects  of foreign
   exchange.  The  exchange-adjusted   increase  in  operating  income  resulted
   primarily  because of higher  volume in the U.S.  and Latin  America  and the
   consolidation  of the  China  operations,  partly  offset by the  effects  of
   economic weakness in the rest of the Far East and  inefficiencies  associated
   with transitioning the Company's  European  operations to a low-cost sourcing
   program.
<PAGE>

         Sales of  Automotive  Products for the first  quarter of 1998 were $272
   million, an increase of 15% (23% excluding the unfavorable effects of foreign
   exchange)  from $236  million  in the first  quarter of 1997.  This  increase
   resulted  primarily  from  higher  volume,  as unit  volume  of truck and bus
   production in western Europe increased 18% over the first quarter of 1997. In
   addition,  sales  increased  because of higher product content per vehicle on
   new model introductions launched in 1997 and increased shipments of anti-lock
   braking  systems  (ABS)  to  the  Company's  U.S.  marketing  joint  venture.
   Increased  sales in the U.S.  in the  first  quarter  of 1998  reflected  the
   phase-in  of  regulations  requiring  ABS on all new  heavy-duty  trucks  and
   trailers together with an increased level of heavy truck production.

         Operating income for Automotive  Products for the first quarter of 1998
   increased 31% (40% excluding the unfavorable  effects of foreign exchange) to
   $42 million  from $32 million in the first  quarter of 1997.  This  reflected
   higher overall sales and improved margins in the European operations,  partly
   offset  by  lower   margins  in  Brazil  and   start-up   costs  of  the  new
   majority-owned compressor manufacturing joint venture in the U.S.

         Medical  Systems  sales were $25 million in the first  quarter of 1998,
   reflecting  the  acquisition  of the  diagnostic  business  in June  1997 and
   initial small shipments of the new diagnostic products. The operating loss of
   $4 million  was at the same level as the first  quarter of 1997.  Development
   costs of new diagnostic  products were offset by the operating results of the
   diagnostic  business  acquired in June 1997.  Progress  continues on U.S. and
   European regulatory approvals of new diagnostic products and tests.

         Equity in net income of unconsolidated  joint ventures  increased to $6
   million in the first  quarter  of 1998 from $2  million  in the  year-earlier
   quarter,  reflecting the strong growth of Automotive Products' U.S. marketing
   joint venture and  increased  earnings  from the  Company's  financing  joint
   venture established in 1996.

   Financial Review

         Interest  expense  increased  $2 million  in the first  quarter of 1998
   compared to the  year-earlier  quarter  principally due to the increased debt
   arising from the 1997 share  repurchases  and the  acquisition of the medical
   diagnostic  business.  Corporate  and other  expenses in the first quarter of
   1998 were at the same level as a year earlier.

         The income tax provision for the first quarter of 1998 was $25 million,
   or 40.5% of pretax income, compared with a provision of $19 million, or 36.3%
   of pretax income in the first quarter of 1997.  The lower  effective tax rate
   in 1997 resulted from  utilization  of certain  previously  unrecognized  tax
   benefits. No similar benefits are available in 1998.
<PAGE>

         As a result of the redemption of debt in the first quarter of 1997 upon
   completion  of  a  refinancing,   the  first  quarter  of  1997  included  an
   extraordinary  charge  of $9  million,  net  of  taxes,  attributable  to the
   write-off of unamortized  debt issuance  costs.  On June 1, 1998, the Company
   will redeem its outstanding 10-1/2% Senior  Subordinated  Discount Debentures
   and 9-7/8%  Senior  Subordinated  Notes with the proceeds of four senior note
   offerings   completed  in  early  1998  as  described  below.  In  connection
   therewith, the second quarter of 1998 will include an extraordinary charge of
   approximately  $50 million,  net of taxes,  including  call  premiums and the
   write-off of unamortized debt issuance costs.

   Liquidity and Capital Resources

         Net cash provided by operating activities,  after cash interest paid of
   $18 million, was $44 million for the first quarter of 1998, compared with net
   cash used of $15  million  for the  similar  period of 1997.  The $59 million
   improvement  resulted  primarily  from favorable  changes in working  capital
   items  despite  growth of the  business.  Although  accounts  receivable  and
   inventories  increased in the first quarter of both years,  reflecting normal
   seasonality, the receivables increase was not as large in 1998 as in 1997, in
   part  because  of  increased  receivables  financing  through  the  Company's
   financial  services joint venture.  The inventory  increase was approximately
   the same as in 1997. The Company made capital expenditures of $58 million for
   the first quarter of 1998, including $10 million of investments in affiliated
   companies  compared  with  capital  expenditures  of $39 million in the first
   quarter of 1997, including $1 million of investments in affiliated companies.

         In the first quarter and early April 1998, the Company completed public
   offerings  of  $1  billion   principal  amount  of  senior  debt  securities,
   including:  (i) $125  million  of 7 1/8%  Senior  Notes due  2003;  (ii) $250
   million of 7 3/8% Senior Notes due 2005;  (iii) $350 million of 7 3/8% Senior
   Notes due 2008;  and (iv) $275 million of 7 5/8% Senior  Notes due 2010.  The
   Company  will use the net  proceeds of these  offerings  (approximately  $963
   million,  net of  underwriting  discounts  and interest  rate hedge costs) to
   redeem, on June 1, 1998 (the  "Redemption"),  its 10 1/2% Senior Subordinated
   Discount  Debentures due 2005 and 9 7/8% Senior  Subordinated Notes due 2001.
   The total amount  required to complete the Redemption,  including  redemption
   premiums,  is $954  million,  net of the effect of the  settlement of certain
   swap transactions  related to the Senior  Subordinated  Discount  Debentures.
   Pending the Redemption, the net proceeds of the offerings were applied to the
   extent  possible  to reduce  borrowings  under the  revolving  portion of the
   Company's $1.75 billion bank credit  agreement (the "1997 Credit  Agreement")
   and the excess was invested in short-term securities.  The Redemption will be
   funded using  approximately  $200 million of such  short-term  securities and
   $750 million of  borrowings  under the  revolving  portion of the 1997 Credit
   Agreement.  In accordance  with the terms of the 10 1/2% Senior  Subordinated
   Discount Debentures, on June 1, 1998, interest on the debentures would become
   payable in cash. As a result of the Redemption, the Company expects to reduce
   its total annual cash interest payments by approximately $24 million compared
   to the amount  that would  otherwise  be payable and to reduce its annual net
   interest expense by approximately $20 million before taxes.
<PAGE>

         In January  1997 the Company  entered  into the 1997 Credit  Agreement.
   This  agreement,  which  requires  no  repayment  of  principal  prior to its
   expiration  in  2002,   provides  the  Company  with  senior  secured  credit
   facilities  aggregating  $1.75  billion as follows:  (a) a $750  million U.S.
   dollar revolving credit facility and a $625 million multi-currency  revolving
   credit  facility  (the  "Revolving  Facilities"),  which by their  nature are
   short-term,  and (b) a $375 million  multi-currency  periodic  access  credit
   facility. Up to $500 million of the Revolving Facilities may be used to issue
   letters of credit.  The 1997  Credit  Agreement  and certain  other  American
   Standard  Inc.  debt  instruments  contain  restrictive  covenants  and other
   requirements with which the Company believes it is currently in compliance.

          At  March  31,  1998,  the  Company  had  borrowings  of  $15  million
   outstanding under the Revolving Facilities.  There was $1.3 billion available
   under the Revolving  Facilities  after  reduction for  borrowings and for $60
   million of letters of credit usage.  The Company's  foreign  subsidiaries had
   $84 million available at March 31, 1998, under overdraft  facilities that can
   be withdrawn by the banks at any time. In addition,  the Company's operations
   in China have $39  million  available  under  bank  credit  facilities  after
   reduction  for  borrowings  of $8 million and letters of credit  usage of $11
   million.

         As described in Note 6 of Notes to Consolidated Financial Statements in
   the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
   1997,  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.


                           PART II. OTHER INFORMATION


   Item  1.  Legal Proceedings.

         For a discussion of German tax issues see "Management's  Discussion and
   Analysis of Financial  Condition  and Results of  Operations -- Liquidity and
   Capital  Resources" in Part I of this report which is incorporated  herein by
   reference.

   Item 5.  Other Information.

         For a discussion of public offerings of senior debt securities totaling
   $1 billion  under the  Company's  debt shelf  registration  filed  jointly by
   American Standard  Companies Inc. and its wholly-owned  subsidiary,  American
   Standard  Inc.,  see  "Management's  Discussion  and  Analysis  of  Financial
   Condition and Results of  Operations  -- Liquidity and Capital  Resources" in
   Part I, which is incorporated herein by reference.

   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.

           (i)     The Company filed a Current  Report on Form 8-K dated January
                   9, 1998 related to changes in the  Company's  management  and
                   certain business matters.

           (ii)    The Company filed a Current Report on Form 8-K dated February
                   6, 1998 related to the announcement of the Company's earnings
                   for the year ended December 31, 1997.



<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.







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









May 12, 1998



<PAGE>


                             AMERICAN STANDARD INC.

                                INDEX TO EXHIBITS



Exhibit No.                                 Description

    (27)                            Financial Data Schedule


<PAGE>