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 September 30, 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

               October 31, 1996                                          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 and nine
months ended  September 30, 1996 and 1995 has not been audited,  but  management
believes that all adjustments,  consisting of normal recurring items,  necessary
for a fair  representation  of  financial  data  for  those  periods  have  been
included.   Results  for  the  first  three-  and  nine-month  periods  are  not
necessarily indicative of results for the entire year.
<TABLE>

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF OPERATIONS

                               (In millions)

<CAPTION>
                                              Three Months Ended  Nine Months Ended
                                                September 30,      September 30,
                                                  1996     1995       1996     1995
                                                 -----    -----      -----     ----
<S>                                         <C>         <C>        <C>      <C>

SALES                                        $   1,485   $  1,316  $ 4,368  $   3,910
                                             ---------   --------  -------  ---------

COST AND EXPENSES
  Cost of sales                                  1,114        975    3,277      2,893
  Selling and administrative expenses              225        215      680        631
  Asset impairment loss                              -          -      235          -
  Other expense                                     10          8       28         27
  Interest expense                                  49         51      151        162
                                                    --         --      ---        ---
                                                 1,398      1,249    4,371      3,713
INCOME (LOSS) BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                          87         67       (3)       197
Income taxes                                        30         24       83         78
                                                    --         --       --         --

INCOME (LOSS) BEFORE
    EXTRAORDINARY ITEM                              57         43      (86)       119
Extraordinary loss on retirement of debt             -          -        -        (30)
                                                   ---        ---      ---        ---
NET INCOME (LOSS)                            $      57   $     43  $   (86) $      89
                                             =========   ========  ======== =========
<FN>
                             See accompanying notes
</FN>
</TABLE>


<PAGE>


Item 1.  Financial Statements (continued)

<TABLE>
                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                         UNAUDITED SUMMARY BALANCE SHEET
                                  (In millions
                               except share data)

<CAPTION>
                                                  September 30,    December 31,
                                                      1996              1995
<S>                                                <C>             <C>
                                                      ----              ----
CURRENT ASSETS
Cash and cash equivalents                           $     69        $     89
Accounts receivable                                      829             771
Inventories
    Finished products                                    243             191
    Products in process                                   93              84
    Raw materials                                         96              87
                                                          --              --
                                                         432             362
Other current assets                                      88              73
                                                          --              --
TOTAL CURRENT ASSETS                                   1,418           1,295

FACILITIES, less accumulated depreciation;
    Sept. 1996 - $564; Dec. 1995- $514                   928             924
GOODWILL                                                 851           1,082
OTHER ASSETS                                             248             219
                                                         ---             ---
TOTAL ASSETS                                          $3,445          $3,520
                                                      ======          ======

CURRENT LIABILITIES
Loans payable to banks                               $   181         $   240
Current maturities of long-term debt                      65              73
Accounts payable                                         407             438
Accrued payrolls                                         166             172
Other accrued liabilities                                445             374
                                                         ---             ---
TOTAL CURRENT LIABILITIES                              1,264           1,297

LONG-TERM DEBT                                         1,738           1,770
RESERVE FOR POSTRETIREMENT BENEFITS                      502             482
OTHER LIABILITIES                                        378             351
                                                         ---             ---
TOTAL LIABILITIES                                      3,882           3,900

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                                          554             520
Accumulated deficit                                     (811)           (725)
Foreign currency translation effects                    (180)           (175)
                                                        ----            ---- 
TOTAL STOCKHOLDER'S DEFICIT                             (437)           (380)
                                                      $3,445          $3,520
<FN>
                                                      ======          ======

                             See accompanying notes
</FN>
</TABLE>
<PAGE>


Item    1.  Financial Statements (continued)

<TABLE>
                     AMERICAN STANDARD INC. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
                                  (In millions)
<CAPTION>
                                                           Nine Months Ended
                                                              September 30,
                                                              ------------          
<S>                                                         <C>        <C> 
                                                            1996       1995
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Income (loss) before extraordinary item             $   (86)   $   119
    Asset impairment loss                                   235          -
    Depreciation                                             91         84
    Amortization of goodwill                                 21         25
    Non-cash interest                                        47         48
    Non-cash stock compensation                              25         23
    Changes in assets and liabilities:
      Accounts receivable                                   (58)      (130)
      Inventories                                           (67)       (86)
      Accounts payable and other accruals                     7         70
      Other assets and liabilities                          (15)        49
                                                            ---         --
  Net cash provided by operating activities                 200        202
                                                            ---        ---

  INVESTING ACTIVITIES:
    Purchases of property, plant and equipment             (123)       (96)
    Investments in affiliated companies                     (12)       (19)
    Other                                                    20         13
                                                             --         --
  Net cash used by investing activities                    (115)      (102)
                                                           ----       ---- 

  FINANCING ACTIVITIES:
    Capital contributions from parent                         -        270
    Minority partners' contributions to PRC venture          12          -
    Proceeds from issuance of long-term debt                  6        469
    Repayments of long-term debt                            (67)    (1,017)
    Net change in revolving credit facility                 (31)       158
    Net change in other short-term debt                     (18)        (6)
    Other                                                    (6)       (13)
                                                             --        --- 
  Net cash used by financing activities                    (104)      (139)
                                                           ----       ---- 

Effect of exchange rate changes on cash and
  cash equivalents                                           (1)         -
                                                             --         --  
Net decrease in cash and cash equivalents                   (20)       (39)
Cash and cash equivalents at beginning of period             89         93
                                                             --         --
Cash and cash equivalents at end of period               $   69    $    54
                                                         ======    =======
<FN>
                             See accompanying notes
</FN>
</TABLE>



<PAGE>


                     AMERICAN STANDARD INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


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 in the first quarter of 1996. 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

     Operating income increased 16% to $163 million in the third quarter of 1996
from  $140  million  in the  third  quarter  of 1995 on  strong  growth  for Air
Conditioning Products and an improvement by Plumbing Products,  offset partly by
a decrease for Automotive Products related to weak markets. Effective January 1,
1996 the Company adopted FAS 121 related to impairment of long-lived  assets. As
a result, the Company recorded a non-cash charge in the first quarter of 1996 of
$235 million,  over 90% of which  represented  the  write-down of goodwill,  for
which there is no tax benefit.  Excluding this charge,  operating income for the
first nine  months of 1996 was $463  million,  an  increase  of 8% over the $428
million of operating income in the first nine months of 1995.



<PAGE>
<TABLE>


                         SUMMARY SEGMENT AND INCOME DATA
                                  (in millions)
                                   (Unaudited)

<CAPTION>

                                    Three Months Ended     Nine Months Ended
                                      September 30,          September 30,
                                     1996      1995        1996       1995
<S>                                 <C>       <C>         <C>       <C>   
                                     -----     -----       -----      ----
Sales:
    Air Conditioning Products     $   920   $   776       $2,602     $2,201
    Plumbing Products                 359       307        1,079        952
    Automotive Products               206       233         687         757
                                      ---       ---         ---         ---

    Total  sales                   $1,485    $1,316       $4,368     $3,910
                                   ======    ======       ======     ======

Operating income before asset
        impairment loss:
       Air Conditioning Products   $  111   $    81      $   284    $   209
       Plumbing Products               31        23           88         96
       Automotive Products             21        36           91        123
                                       --        --           --        ---
                                      163       140          463        428
Asset impairment loss:
     Air Conditioning Products          -         -         (121)         -
     Plumbing Products                  -         -         (114)         -
                                      ---       ---         -----       ---
                                        -         -         (235)         -
                                      ---       ---         -----       ---  
    Total operating income            163       140          228        428
Interest expense                      (49)      (51)        (151)      (162)
Corporate and other expenses          (27)      (22)         (80)       (69)
                                      ---       ---          ---        ---

Income (loss) before income
    taxes and extraordinary item $     87   $    67     $     (3)   $   197
                                 ========   =======     =========   =======

</TABLE>
<PAGE>



 Results of  Operations  for the Third Quarter and First Nine Months of 1996
Compared with the Third Quarter and First Nine Months of 1995

     Consolidated  sales for the third quarter of 1996 were $1,485  million,  an
increase of $169  million,  or 13% (14%  excluding  the  unfavorable  effects of
foreign  exchange),  from  $1,316  million in the third  quarter of 1995.  Sales
increased 19% for Air Conditioning Products and 17% for Plumbing Products, while
sales for Automotive  Products  decreased 12% compared with the third quarter of
1995.  Operating  income  for the third  quarter  of 1996 was $163  million,  an
increase  of $23  million,  or 16% (17%  excluding  the  unfavorable  effects of
foreign  exchange),  from $140 million in the third  quarter of 1995.  Operating
income increased 37% for Air Conditioning Products and 35% for Plumbing Products
but decreased 42% for Automotive Products.

     Consolidated  sales for the first nine months of 1996 were $4,368  million,
an increase of $458 million,  or 12% (13% excluding the  unfavorable  effects of
foreign  exchange),  from $3,910 million in the first nine months of 1995. Sales
increased 18% for Air Conditioning Products and 13% for Plumbing Products, while
sales for Automotive Products declined 9%. Operating income (excluding the asset
impairment  charge  previously  mentioned)  was $463  million for the first nine
months of 1996,  an  increase of 8% (9%  excluding  the  unfavorable  effects of
foreign exchange),  compared with $428 million in the first nine months of 1995.
Operating  income  for the  first  nine  months  of 1996  increased  36% for Air
Conditioning  Products  but  declined  8% for  Plumbing  Products  and  26%  for
Automotive Products.

     Sales of Air Conditioning  Products  increased 19% (with little effect from
foreign  exchange)  to $920  million  for the  third  quarter  of 1996 from $776
million for the  comparable  quarter of 1995.  This  improvement  resulted  from
substantial  volume increases and price gains for applied and unitary commercial
systems;  higher volumes and prices and a favorable shift to  higher-efficiency,
higher-capacity  products for residential products in the U.S.; and sales by 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 in the U.S. increased because of strong
demand  (particularly in the replacement and renovation market),  hot weather in
some parts of the U.S. and improved economic conditions. International sales for
the third quarter of 1996 increased  principally because of sales by the new PRC
operations,  along with volume increases in most other businesses. Sales for Air
Conditioning  Products  for the first nine  months of 1996  increased  by 18% to
$2,602 million from $2,201  million in the first nine months of 1995,  primarily
for the reasons cited for the third quarter increase.

     Operating  income of Air Conditioning  Products  increased 37% (with little
effect from foreign  exchange) to $111 million in the third quarter of 1996 from
$81 million in the 1995 quarter,  primarily  reflecting  expanded commercial and
residential  product sales in the U.S.  Despite  higher sales  (primarily in the
PRC), operating income for international  operations was essentially  unchanged.
The new PRC  operations  were at break even,  while results in other  operations
changed  little from levels of the third quarter of 1995.  Operating  income for
the first nine months of 1996,  excluding the asset impairment  charge explained
above, increased 36% essentially for the reasons mentioned for the third quarter
increase.
<PAGE>

     Sales of Plumbing  Products  increased 17% (18%  excluding the  unfavorable
effects of foreign  exchange) to $359 million in the third  quarter of 1996 from
$307  million  in the third  quarter of 1995  primarily  as a result of sales by
Porcher,  the French  manufacturer  acquired in the fourth  quarter of 1995, and
higher  sales in North and Latin  American  operations.  Excluding  Porcher  and
foreign  exchange  effects,  1996 third quarter sales increased 3% compared with
the 1995 quarter, as a result of an 8% increase for U.S.  operations,  while the
international group was essentially flat despite the Latin American gains. Sales
in the U.S.  increased as a result of higher  volumes  (primarily  in the retail
market channel) and higher prices. For the international  group, volume gains in
Latin American  operations  (primarily in Mexico) were offset by a sales decline
in  Europe,  particularly  in  Germany,  Italy and  France  which  continued  to
experience weak economic  conditions.  Sales of Plumbing  Products for the first
nine months of 1996  increased  13% (14%  excluding the  unfavorable  effects of
foreign  exchange) to $1,079  million from $952 million in the first nine months
of 1995.  Excluding Porcher and foreign exchange effects,  sales decreased by 1%
for the nine  months of 1996  compared  with the 1995  period as a result of the
same  factors  affecting  the third  quarter  results and because of a five-week
strike in the Philippines that occurred in the first quarter of 1996.

     Operating  income of Plumbing  Products  increased  35% (37%  excluding the
unfavorable effects of foreign exchange) to $31 million for the third quarter of
1996 from $23 million for the third  quarter of 1995 as a result of a solid gain
in U.S. operating income,  while international  operations were flat overall. In
the U.S.,  operating  income improved  because of the higher sales,  benefits of
lower-cost   product  sourcing  from  the  Company's   Mexican   facilities  and
manufacturing and operating cost  improvements.  For  international  operations,
operating  income  gains in Latin  America  were  offset by declines in the weak
European markets,  particularly in Germany and, to a lesser extent, in Italy and
France. Despite a gain for U.S. operations,  operating income for the first nine
months of 1996, excluding the aforementioned  asset impairment charge,  declined
by 8% (7% excluding foreign exchange effects) from the first nine months of 1995
because  of a decline  in  international  operations  in the first half of 1996,
including the effects of the first quarter Philippines strike.

     Sales of Automotive  Products for the third  quarter of 1996  decreased 12%
(10% excluding the unfavorable effects of foreign exchange) to $206 million from
$233  million in the third  quarter of 1995,  primarily  because of a decline in
European  commercial vehicle production as a result of market weakness and order
delays  at  several  large   customers  in   anticipation  of  new  truck  model
introductions.  Unit  volume  of truck  and bus  production  in  western  Europe
decreased  from the third  quarter of 1995,  especially  in Germany  and France.
Trailer, export and Brazilian markets also decreased,  contributing to the sales
decline.  Sales  of  Automotive  Products  for the  first  nine  months  of 1996
decreased 9% (7% excluding the unfavorable  effects of foreign exchange) to $687
million  from $757 million in the first nine months of 1995,  primarily  for the
reasons which caused declines in the third quarter.

     Operating income for Automotive  Products for the third quarter of 1996 was
$21 million, a decrease of 42% (39% excluding the unfavorable effects of foreign

<PAGE>

exchange)  from $36 million in the third  quarter of 1995.  This  reflected  the
lower sales and start-up costs associated with new product introductions on 1997
truck models, offset partly by productivity  improvements.  Operating income for
Automotive  Products  for the first nine  months of 1996  decreased  by 26% (24%
excluding the unfavorable  effects of foreign exchange) to $91 million from $123
million  in the first  nine  months of 1995,  principally  for the same  reasons
described with respect to the third quarter.


Financial Review

     Interest  expense  decreased in the third  quarter and first nine months of
1996 compared to the year-earlier periods, primarily as a result of reduced debt
together with lower overall  interest rates under the Company's 1995 bank credit
agreement  (the "1995 Credit  Agreement").  The increase in corporate  and other
expenses for the third quarter and nine months of 1996 is primarily attributable
to spending  for  corporate  development  and lower equity in the net results of
unconsolidated joint ventures.

     Income tax provisions for the three months and nine months ended  September
30,  1996  were  $30  million  and  $83  million,  respectively,  compared  with
provisions of $24 million and $78 million in the corresponding  periods of 1995.
Effective  income tax rates for the third  quarter  and nine months of 1996 were
34.5% and 35.6% of pretax income  (excluding the asset impairment  charge in the
nine month  period on which  there is no tax  benefit),  compared  with rates of
35.2% and 39.5% in the corresponding  year-earlier  periods.  Both third quarter
periods  reflect  reductions  in the  estimated  full year tax rates.  The lower
effective tax rates resulted from increased  levels of U.S. income (enabling the
Company to recognize previously unrecognized tax benefits in both 1995 and 1996)
and, in 1996, from proportionately  greater pretax income earned in the U.S. (at
a lower effective rate) compared to that earned in higher-rate  jurisdictions in
Europe and elsewhere.

     As a result of the  redemption  of debt in the first  quarter  of 1995 upon
completion  of a  refinancing,  the  first  nine  months  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 provided by operating activities,  after cash interest paid of $87
million,  was $200 million for the first nine months of 1996, compared with $202
million of net cash  provided  for the  similar  period of 1995.  Higher  income
before  extraordinary item (excluding the non-cash asset impairment loss of $235
million) along with improved  working capital  utilization were offset by higher
payments on  liabilities,  especially  income  taxes.  Inventory  turnover as of
September 30, 1996,  improved one full turn from September 30, 1995, and working
capital as a percent of sales  improved  nearly one  percentage  point.  Capital
expenditures for the first nine months of 1996 were $135 million,  including $12
million  of   investments  in  affiliated   companies,   compared  with  capital
expenditures  of $115  million in the first nine months of 1995,  including  $19
million of investments
<PAGE>

in  affiliated  companies.  Scheduled  debt  repayments of $50 million were made
during the first nine months of 1996.



Liquidity and Capital Resources

     At  September  30, 1996,  the Company had  outstanding  borrowings  of $145
million  under  the  revolving   facilities  available  under  the  1995  Credit
Agreement.  There was $347 million  available  under such  revolving  facilities
after  reduction for  borrowings and for $58 million of letters of credit usage.
In addition,  at September 30, 1996, the Company's foreign  subsidiaries had $70
million available under overdraft facilities which can be withdrawn by the banks
at any time.

     The Company has entered  into a financial  services  partnership,  American
Standard Financial Services, with Transamerica Commercial Finance Corporation, a
subsidiary  of  Transamerica  Corporation,  to provide a wide range of financial
services  to  support  sales  of the  Company's  products  while  reducing  cash
requirements to expand its business.  The  partnership  will offer inventory and
consumer financing,  commercial leasing and asset-based lending programs,  which
are expected to enhance the Company's cash flow.

     The 1995 Credit Agreement  contains covenants that limit certain activities
of the Company and that  require the Company to meet  certain  financial  tests.
Certain debt instruments also contain  financial tests and other covenants.  The
Company believes it is currently in compliance with all such covenants.

     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  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  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.  Durig the quarter ended  September 30, 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: G. Ronald Simon
                                                   Vice President and Controller
                                                  (Principal Accounting Officer)









November 13, 1996



<PAGE>


                             AMERICAN STANDARD INC.

                                INDEX TO EXHIBITS

(The File Number of the Registrant, American Standard Companies Inc. is
     1-11415)



                 Exhibit No.               Description
                    (27)                   Financial Data Schedule