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 June 30, 1996
                                       OR

[  ]     QUARTERLY 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 principle 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 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
  July 31, 1996                                                          1,000
                                                                       (shares)



<PAGE>


                          PART 1. FINANCIAL INFORMATION


Item 1.  Financial Statements


         The Company has restated its financial  statements  to properly  record
costs and expenses of its French subsidiary,  Porcher S.A., of $4 million and $7
million in the three months and six months ended June 30, 1996 respectively. The
following  summary  statement of  operations  of American  Standard  Inc.  ("the
Company")  and  subsidiaries  for the three months and six months ended June 30,
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  three- and  six-month  periods of 1996 are not  necessarily  indicative  of
results for the entire year.
<TABLE>

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF OPERATIONS
<CAPTION>

                                  (In millions)

                                                Three Months Ended               Six Months Ended
                                                     June 30,                        June 30,
                                                1996           1995           1996            1995
                                                ----           ----          -----            ----
<S>                                         <C>           <C>            <C>             <C>
SALES                                       $1,518.3       $1,370.8       $2,882.6        $2,594.0
                                            --------       --------       ---------       --------

COST AND EXPENSES
  Cost of sales                              1,135.9        1,008.5        2,167.0         1,917.6
  Selling and administrative expenses          229.9          215.1          457.1           415.7
  Asset impairment loss                            -              -          235.2               -
  Other expense                                  9.8            8.4           17.4            19.1
  Interest expense                              50.8           53.8          102.3           111.2
                                                ----           ----         ------           -----
                                             1,426.4        1,285.8        2,979.0         2,463.6
INCOME (LOSS) BEFORE INCOME TAXES
  AND EXTRAORDINARY ITEM                        91.9           85.0          (96.4)          130.4
Income taxes                                    33.3           35.5           50.3            54.4
                                                ----           ----          -----            ----

INCOME (LOSS) BEFORE
  EXTRAORDINARY ITEM                            58.6           49.5         (146.7)           76.0
Extraordinary loss on retirement of debt           -              -              -           (30.1)
                                              -------       -------         ------            ----

NET INCOME (LOSS)                         $     58.6    $      49.5      $  (146.7)      $    45.9
                                          ==========    ===========      ==========      =========
<FN>

                             See accompanying notes
</FN>
</TABLE>



<PAGE>



Item 1.  Financial Statements (continued)

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                         UNAUDITED SUMMARY BALANCE SHEET

                     (Dollars in millions except share data)

                                                    June 30,       December 31,
                                                     1996              1995
                                                     ----              ----
CURRENT ASSETS
Cash and cash equivalents                      $     23.6        $     88.7
Accounts receivable                                 864.4             771.0
Inventories
    Finished products                               231.8             190.7
    Products in process                              90.2              84.7
    Raw materials                                    96.9              86.9
                                                    -----              ----
                                                    418.9             362.3
Other current assets                                 92.2              72.9
                                                    -----              ----
TOTAL CURRENT ASSETS                              1,399.1           1,294.9

FACILITIES, less accumulated depreciation;
    June 1996 - $540.3; Dec. 1995 - $513.6          912.0             924.5
GOODWILL                                            855.0           1,081.6
OTHER ASSETS                                        223.9             218.6
                                                   ------             -----
TOTAL ASSETS                                     $3,390.0          $3,519.6
                                                 ========          ========

CURRENT LIABILITIES
Loans payable to banks                          $   207.1         $   240.0
Current maturities of long-term debt                 69.3              72.9
Accounts payable                                    436.6             438.2
Accrued payrolls                                    161.7             171.4
Other accrued liabilities                           414.8             374.1
                                                    -----             -----
TOTAL CURRENT LIABILITIES                         1,289.5           1,296.6

LONG-TERM DEBT                                    1,750.8           1,770.1
RESERVE FOR POSTRETIREMENT BENEFITS                 502.2             482.4
OTHER LIABILITIES                                   348.1             350.1
                                                    ------            -----
TOTAL LIABILITIES                                 3,890.6           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                                     544.4             519.9
Accumulated deficit                                (871.5)           (724.8)
Foreign currency translation effects               (173.5)           (174.7)
                                                   -------           ------ 
TOTAL STOCKHOLDER'S DEFICIT                        (500.6)           (379.6)
                                                   -------           ------ 
                                                 $3,390.0          $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)

                                                          Six Months Ended
                                                             June 30,
                                                            --------
                                                      1996               1995
                                                      -----              ----
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Income (loss) before extraordinary item        $(146.7)             $76.0
    Asset impairment loss                            235.2                  -
    Depreciation                                      60.4               55.8
    Amortization of goodwill                          13.7               16.6
    Non-cash interest                                 32.1               31.7
    Non-cash stock compensation                       16.6               15.2
    Changes in assets and liabilities:
      Accounts receivable                            (93.4)            (148.8)
      Inventories                                    (52.8)             (96.7)
      Accounts payable and other accruals             26.0              109.7
      Other assets and liabilities                   (44.2)              24.6
                                                     ------              ----
  Net cash provided by operating activities           46.9               84.1
                                                      -----              ----

  INVESTING ACTIVITIES:
    Purchases of property, plant and equipment       (75.0)             (56.3)
    Investments in affiliated companies               (1.8)             (17.1)
    Other                                             20.0               10.6
                                                      -----              ----
  Net cash used by investing activities              (56.8)             (62.8)
                                                     ------            ------

  FINANCING ACTIVITIES:
    Capital contributions from parent                    -              269.2
    Proceeds from issuance of long-term debt           2.7              450.5
    Repayments of long-term debt                     (33.3)            (988.0)
    Net change in revolving credit facility          (20.8)             197.7
    Net change in other short-term debt                4.3               (5.4)
    Other                                             (7.0)             (11.9)
                                                      -----            ------
  Net cash used by financing activities              (54.1)             (87.9)
                                                     ------            ------

Effect of exchange rate changes on cash and
    cash equivalents                                  (1.1)                .4
                                                      -----                --
Net decrease in cash and cash equivalents            (65.1)             (66.2)
Cash and cash equivalents at beginning of period      88.7               92.7
                                                      -----              ----
Cash and cash equivalents at end of period         $  23.6            $  26.5
                                                   ========           =======


                             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 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 6% to $171 million in the second quarter of
1996 from  $162  million  in 1995 on a strong  performance  by Air  Conditioning
Products,  offset  partly by a  decrease  for  Automotive  Products  related  to
declining 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 half of 1996 was $293
million,  an increase  of 2% over the $288  million of  operating  income in the
first half of 1995.
<TABLE>

                         SUMMARY SEGMENT AND INCOME DATA
                              (Dollars in millions)
                                   (Unaudited)
<CAPTION>

                                             Three Months Ended       Six Months Ended
                                                  June 30,                June 30,
                                                  --------                --------
                                                 1996      1995       1996       1995
<S>                                            <C>        <C>        <C>       <C>
                                                 ----      ----       ----       ----
Sales:
    Air Conditioning Products                    924    $   782     $1,682     $1,425
    Plumbing Products                            372        322        720        645
    Automotive Products                          223        267        481        524
                                                 ----       ----       ----       ---

Total sales                                   $1,519     $1,371     $2,883     $2,594
                                              =======    =======    =======    ======

Operating income before asset impairment loss:
    Air Conditioning Products                    112     $   86    $   173    $   128
    Plumbing Products                             31         32         50         73
    Automotive Products                           28         44         70         87
                                                  ---       ---  -     ---         --
                                                 171        162        293        288

Asset impairment loss:
    Air Conditioning Products                      -          -       (121)         -
    Plumbing Products                              -          -       (114)         -
                                                  --         --      -----        ---   
                                                   -          -       (235)         -
                                                  --         --      -----        ---
Total operating income                           171        162         58        288
Interest expense                                 (50)       (54)      (102)      (111)
Corporate and other expenses                     (29)       (23)       (52)       (47)
                                                 ----       ----       -----      ---

Income (loss) before income taxes
  and extraordinary item                     $    92     $   85    $   (96)  $    130
                                              ======      =====    =======   ========

</TABLE>




<PAGE>


Results of  Operations  for the  Second  Quarter  and First  Six  Months of 1996
Compared with the Second Quarter and First Six Months of 1995

         Consolidated  sales for the second quarter of 1996 were $1,519 million,
an increase of $148 million,  or 11% (13% excluding the  unfavorable  effects of
foreign  exchange),  from $1,371  million in the second  quarter of 1995.  Sales
increased 18% for Air Conditioning Products and 16% for Plumbing Products, while
sales for Automotive  Products decreased 16% compared with the second quarter of
1995.  Operating  income for the second  quarter  of 1996 was $171  million,  an
increase of $9 million,  or 6% (8% excluding the unfavorable  effects of foreign
exchange),  from $162 million in the second  quarter of 1995.  Operating  income
increased 30% for Air Conditioning  Products,  Plumbing Products was essentially
unchanged, while Automotive Products had a 36% decrease.

         Consolidated  sales for the first half of 1996 were $2,883 million,  an
increase of $289  million,  or 11% (12%  excluding  the  unfavorable  effects of
foreign  exchange),  from  $2,594  million  in the  first  half of  1995.  Sales
increased 18% for Air Conditioning Products and 12% for Plumbing Products, while
sales for Automotive Products declined 8%. Operating income (excluding the asset
impairment charge  previously  mentioned) was $293 million for the first half of
1996,  an  increase  of 2% (3%  excluding  the  unfavorable  effects  of foreign
exchange),  compared  with $288  million  in the first  half of 1995.  Operating
income increased 35% for Air Conditioning Products but declined 32% for Plumbing
Products and 20% for Automotive Products.

         Sales of Air  Conditioning  Products  increased 18% (19%  excluding the
unfavorable  effects of foreign exchange) to $924 million for the second quarter
of 1996 from $782  million  for the  comparable  quarter  of 1995 as a result of
strong  volume and higher prices for applied and unitary  commercial  systems in
all markets, higher volumes of 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 were up because of improved markets due
in part to higher  than  normal  temperatures  in most  regions of the U.S.  and
improved economic conditions. International sales for the second quarter of 1996
increased  principally  because of sales in the new PRC  operations,  along with
volume increases in most other businesses.  Sales for Air Conditioning  Products
for the first  half of 1996  increased  by 18% to  $1,682  million  from  $1,425
million  in the first  half of 1995,  primarily  for the  reasons  cited for the
second quarter increase.

         Operating  income of Air  Conditioning  Products  increased 30% to $112
million in the  second  quarter  of 1996 from $86  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 were
flat as they continued to experience weak economic  conditions while the new PRC
operations contributed a modest amount of operating income. Operating income for
the first half of 1996,  excluding the asset impairment  charge explained above,
increased  35%  essentially  for the reasons  mentioned  for the second  quarter
increase.

         Sales of Plumbing Products increased 16% (17% excluding the unfavorable
effects of foreign  exchange) to $372 million in the second quarter of 1996 from
$322  million in the second  quarter of 1995  primarily  as a result of sales by
Porcher,  the French  manufacturer  acquired in the fourth  quarter of 1995, and
higher U.S. sales. Excluding Porcher, 1996 second quarter sales were essentially
flat overall compared with the 1995 quarter, as international sales declined 6%,
offset by a 13% increase  for U.S.  operations.  The  decrease in  international
sales  occurred  in Europe,  particularly  in Germany,  Italy and France,  which
continued to  experience  weak economic  conditions,  offset partly by increased
volume in the Middle  East.  Sales in the U.S.  increased  as a result of higher
volumes to retail market channels,  higher prices and a favorable  product sales
mix.  Sales of Plumbing  Products for the first half of 1996  increased 12% (13%
excluding the unfavorable effects of foreign exchange) to $720 million from $645
million  in the first  half of 1995.  Excluding  Porcher  and  foreign  exchange
effects,  sales  decreased by 3% for the 1996 half compared with the 1995 period
as a result of the same factors affecting the second 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  decreased to $31 million for the
second  quarter  of 1996  from $32  million  for the 1995  period.  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  cost
improvements. For international operations,  operating income declined primarily
because of weaker European markets, particularly in Germany and France, and to a
lesser extent in Italy. In France,  margins decreased from the prior year level.
Despite  the gain for U.S.  operations,  operating  income for the first half of
1996, excluding the aforementioned asset impairment charge, declined by 32% (31%
excluding foreign exchange effects) from the first half of 1995,  because of the
decline in international operations and the first quarter Philippines strike.

         Sales of Automotive  Products for the second  quarter of 1996 decreased
16% (12% excluding the unfavorable  effects of foreign exchange) to $223 million
from $267  million in the second  quarter of 1995,  primarily  because of market
weakness in Europe 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 second quarter of 1995,  especially in Germany
and  France,  and  aftermarket,  trailer,  export  and  Brazilian  markets  also
declined.  Sales of Automotive  Products for the first half of 1996 decreased 8%
(6% excluding the unfavorable  effects of foreign exchange) to $481 million from
$524 million in the first half of 1995,  primarily  for the reasons which caused
declines in the second quarter.

         Operating income for Automotive Products for the second quarter of 1996
was $28 million,  a decrease of 36% (32%  excluding the  unfavorable  effects of
foreign  exchange)  from the record $44  million in the second  quarter of 1995.
This  reflected  the lower sales  because of market  weakness,  offset partly by
productivity  improvements.  Operating  income for  Automotive  Products for the
first  half of 1996  was $70  million,  a  decrease  of 20% (18%  excluding  the
unfavorable  effects of foreign  exchange) from $87 million in the first half of
1995 principally for the reasons described for the second quarter.

Financial Review

         Interest  expense  decreased  $3 million in the second  quarter of 1996
compared to the  year-earlier  quarter,  primarily  as a result of reduced  debt
balances  together with lower overall interest rates on debt  outstanding  under
the Company's  1995 bank credit  agreement  (the "1995 Credit  Agreement").  The
increase in corporate  and other  expenses is primarily  attributable  to higher
corporate  spending,   including  increased  development  expenses,  and  higher
minority  interest  charges  primarily  related to the  consolidation of the air
conditioning venture in the PRC.

         The  income  tax  provision  for the  second  quarter  of 1996  was $33
million,  or 36.3% of pretax income  (excluding the asset  impairment  charge on
which there is no tax benefit)  compared  with a provision  of $35  million,  of
41.8% of pretax  income in the second  quarter of 1995.  The second  quarter tax
rate  reflects the full year  estimate and is  comparable  to the full year 1995
rate.  Continued  improvements  in U.S.  income enabled the Company to recognize
previously  unrecognized  tax  benefits  in 1996  and the  latter  part of 1995,
resulting in the 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 half 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
$73 million, was $47 million for the first six months of 1996, compared with net
cash  provided of $84 million  for the similar  period of 1995.  The $37 million
decrease  resulted  primarily from higher  payments on  liabilities,  especially
income taxes.  Inventories and accounts  receivable  increased in both six month
periods  reflecting the increased sales volumes and the seasonal pattern typical
of the first half of the year.  Despite the overall increase in working capital,
inventory  turnover as of June 30,  1996,  improved  one full turn from June 30,
1995, and working capital as a percent of sales improved one point.  The Company
made capital  expenditures of $77 million for the first half of 1996,  including
$2  million  of  investments  in  affiliated  companies  compared  with  capital
expenditures of $73 million in the first half of 1995,  including $17 million of
investments in affiliated companies. The principal financing activity during the
first half of 1996 was a scheduled debt repayment of $25 million.


Liquidity and Capital Resources

         At June 30,  1996,  the  Company  had  outstanding  borrowings  of $153
million under the revolving facilities available under the 1995 Credit Agreement
("Revolving  Facilities").  There was $333 million available under the Revolving
Facilities  after  reduction  for  borrowings  and for $64 million of letters of
credit usage. In addition,  at June 30, 1996, the Company's foreign subsidiaries
had $78 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 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.

         As previously reported in Item 3 of the Company's Annual Report on Form
10-K for the year  ended  December  31,  1995,  American  Standard  Inc.  is the
defendant in a lawsuit brought by Entech Sales and Service, Inc. on behalf of an
alleged class of contractors engaged in the service and repair of commercial air
conditioning equipment,  filed in March 1993. With respect to the one claim that
was certified as a class action seeking $680 million  (subject to trebling under
antitrust  law), on May 24, 1996, the District Court granted  American  Standard
Inc.'s  motion for summary  judgment  dismissing  the claim.  The two  remaining
alleged  violations  may now be asserted  only by Entech on its own  behalf.  In
management's  opinion the remaining  litigation will not have a material adverse
effect  on  the  Company's  financial  position,   cash  flows,  or  results  of
operations.


Item 6.  Exhibits and Reports on Form 8-K

                  (a) Exhibits. The exhibits listed on the accompanying Index to
          Exhibits are files as part of this quarterly report on form 10-Q.

         (b) Reports on Form 8-K.  During the quarter  ended June 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 & Controller
                                                  (Principal Accounting Officer)





August 9, 1996





<PAGE>


                             AMERICAN STANDARD INC.

                                INDEX TO EXHIBITS


         (The File Number of the Registrant, American Standard Inc. is 33-64450)

                            Exhibit No.        Description
                               (27)            Financial Data Schedule