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, 1997
                                                       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, 1997                                        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, 1997 and 1996 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  three-  and  nine-month  periods  of  1997  are not
necessarily indicative of results for the entire year.
<TABLE>
<CAPTION>

                                      AMERICAN STANDARD INC. AND SUBSIDIARIES
                                     UNAUDITED SUMMARY STATEMENT OF OPERATIONS

                                                   (In millions)

                                          Three Months Ended    Nine Months Ended
                                             September 30,         September 30,
                                              1997     1996       1997     1996
<S>                                        <C>       <C>         <C>      <C>                                          
SALES                                       $1,519   $1,485      $4,469   $4,368
                                            ------    -----       -----    -----

COST AND EXPENSES
  Cost of sales                             1,138     1,115       3,319    3,282
  Selling and administrative expenses         236       226         730      684
  Asset impairment loss                         -         -           -      235
  Write-off of purchased research and
    development                                90         -          90        -
  Other expense                                 9        10          21       28
  Interest expense                             48        49         144      151
                                            ------    -----       -----    -----

                                            1,521     1,400       4,304    4,380
INCOME (LOSS) BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                     (2)       85         165      (12)
Income taxes                                   31        29          91       80
                                           ------     -----       -----    -----
 
INCOME (LOSS) BEFORE
    EXTRAORDINARY ITEM                        (33)       56         74       (92)
Extraordinary loss on retirement of debt,
    net of tax                                  -         -         24         -

NET INCOME (LOSS)                          $  (33)   $   56      $  50    $  (92)
                                           ======    ======     ======    ====== 
<FN>

                             See accompanying notes
</FN>
</TABLE>


<PAGE>


Item 1.  Financial Statements (continued)
<TABLE>
<CAPTION>

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

                                              September 30,    December 31,
                                                   1997            1996
<S>                                               <C>            <C>    
                                                   ----            ----
CURRENT ASSETS
Cash and cash equivalents                       $      39     $     60
Accounts receivable                                   895          800
Inventories
    Finished products                                 291          236
    Products in process                                97           78
    Raw materials                                     104           95
                                                      ---          ---
                                                      492          409
Other current assets                                  132          117
                                                      ---          ---
TOTAL CURRENT ASSETS                                1,558        1,386

FACILITIES, less accumulated depreciation;
    Sept. 1997 - $622; Dec. 1996 - $577             1,044        1,006
GOODWILL                                              832          875
OTHER ASSETS                                          572          253
                                                      ---          ---
TOTAL ASSETS                                     $  4,006       $3,520
                                                 ========       ======

CURRENT LIABILITIES
Loans payable to banks                           $    743      $   109
Current maturities of long-term debt                   18           73
Accounts payable                                      437          469
Accrued payrolls                                      190          152
Other accrued liabilities                             508          433
                                                      ---          ---
TOTAL CURRENT LIABILITIES                           1,896        1,236

LONG-TERM DEBT                                      1,584        1,742
RESERVE FOR POSTRETIREMENT BENEFITS                   437          473
OTHER LIABILITIES                                     467          452
                                                      ---          ---
TOTAL LIABILITIES                                   4,384        3,903

STOCKHOLDER'S DEFICIT
Preferred stock, Series A, par value $.01, 
   1000 shares issued and outstanding                   -            -
Common stock $.01 par value, 1,000 shares
    issued and outstanding                              -            -
Capital surplus                                       555          561
Accumulated deficit                                  (721)        (771)
Foreign currency translation effects                 (212)        (173)
                                                      ---          ---

TOTAL STOCKHOLDER'S DEFICIT                          (378)        (383)
                                                      ---          ---
                                                 $  4,006       $3,520
                                                 ========       ======
<FN>

                            See accompanying notes

</FN>
</TABLE>


<PAGE>


Item    1.  Financial Statements (continued)
<TABLE>
<CAPTION>

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
                                  (In millions)
                                                              Nine Months Ended
                                                                   September 30,
                                                              1997        1996
                                                              ----        ----
<S>                                                          <C>         <C>   
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Income (loss) before extraordinary item                $   74     $   (92)
    Write-off of purchased in-process research and
      development                                              90           -
    Asset impairment loss                                       -         235
    Depreciation                                               94          91
    Amortization of goodwill                                   21          21
    Non-cash interest                                          44          47
    Non-cash stock compensation                                10          25
    Changes in assets and liabilities:
      Accounts receivable                                     (92)        (58)
      Inventories                                             (84)        (67)
      Accounts payable and other accruals                      54          16
      Other assets and liabilities                             15         (18)
                                                              ---         ---
  Net cash provided by operating activities                   226         200
                                                              ---         ---

  INVESTING ACTIVITIES:
    Purchases of property, plant and equipment               (157)       (123)
    Investments in affiliated companies                        (1)        (12)
    Acquisition of medical diagnostic businesses             (212)          -
    Other                                                       5          20
                                                              ---         ---
  Net cash used by investing activities                      (365)       (115)
                                                              ---         --- 

  FINANCING ACTIVITIES:
    Net loan to Parent                                       (286)          -
    Minority partners' contributions to PRC venture             -          12
    Proceeds from issuance of long-term debt                  399           6
    Repayments of long-term debt, including redemption
      premimums                                              (626)        (67)
    Net change in revolving credit facility                   640         (31)
    Net change in other short-term debt                        11         (18)
    Other                                                     (16)         (6)
                                                              ---         ---
  Net cash used by financing activities                       122        (104)
                                                              ---         ---

Effect of exchange rate changes on cash and
  cash equivalents                                             (4)         (1)
                                                              ---         ---
Net decrease in cash and cash equivalents                     (21)        (20)
Cash and cash equivalents at beginning of period               60          89
                                                              ---         ---
Cash and cash equivalents at end of period                $    39    $     69
                                                          ========   ========
<FN>

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


                     AMERICAN STANDARD INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


   Note 1.  Acquisition  of Medical Diagnostics Businesses

        On June 30, 1997, the Company acquired for $212 million,  including fees
   and expenses,  the European  medical  diagnostic  business of Sorin Biomedica
   S.p.A.  ("Sorin"),  an affiliate of the Fiat Group,  and all the  outstanding
   shares of INCSTAR Corporation  ("Incstar"),  a biotechnology company based in
   Stillwater, Minnesota, in which Sorin Biomedica S.p.A. indirectly owned a 52%
   interest.  This  transaction  has been  accounted  for as a purchase  and the
   financial  statements as of September 30, 1997 reflect the  allocation of the
   purchase price. Purchase price allocated to the value of purchased in-process
   research and development  totaling $90 million has been charged to operations
   in the third quarter of 1997.  Approximately $50 million of goodwill resulted
   after  allocation of the purchase price to the fair value of assets  acquired
   and  liabilities  assumed.  See  Management's   Discussion  and  Analysis  of
   Financial  Position  and  Results of  Operations  --  Liquidity  and  Capital
   Resources.

Note 2.  Tax Matters

        As described in Note 5 of Notes to Consolidated  Financial Statements in
   the Annual  Report on Form 10-K for the year ended  December 31, 1996, of the
   Company's  sole  stockholder,   American  Standard  Companies  Inc.  ("Parent
   Company")  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

         The Company's sales in the third quarter of 1997 increased 2% to $1,519
million  and  operating  income  was $2  million  below the  prior  year at $155
million,  excluding the $90 million write-off of purchased  in-process  research
and  development  related  to the  June  30,  1997  acquisition  of the  medical
diagnostics  businesses.  Operating income for the first nine months of 1997 was
$452 million  (excluding  the  write-off of  purchased  in-process  research and
development), an increase of 2% over the $443 million of operating income in the
first nine months of 1996  (excluding  an asset  impairment  charge).  Operating
losses for  Medical  Systems and equity in net income  (loss) of  unconsolidated
joint  ventures  for  1996  have  been  reclassified  to  conform  with the 1997
presentation.
<TABLE>
<CAPTION>

                         SUMMARY SEGMENT AND INCOME DATA
                              (Dollars in millions)
                                   (Unaudited)
                                                  Three Months Ended  Nine Months Ended
                                                    September 30,       September 30,
                                                    -------------       -------------
                                                    1997      1996     1997       1996
<S>                                             <C>         <C>      <C>        <C>   
                                                    ----      ----     ----       ----
Sales:
    Air Conditioning Products                    $   919   $   920   $2,684     $2,602
    Plumbing Products                                352       359    1,062      1,079
    Automotive Products                              224       206      699        687
    Medical Systems                                   24         -       24          -
                                                      --        --       --         --                                      

    Total  sales                                  $1,519    $1,485   $4,469     $4,368
                                                  ======    ======   ======     ======

Operating income (loss) before asset 
    impairment loss and write-off of 
    purchased research and development:
       Air Conditioning Products                 $    98    $  111   $   285    $  284
       Plumbing Products                              31        29        86        79
       Automotive Products                            31        21        94        91
       Medical Systems                                (5)       (4)      (13)      (11)
                                                      --        --       --         --
                                                     155       157       452       443
Asset impairment loss and write-off
    of purchased research and development:
     Air Conditioning Products impairment loss         -         -         -      (121)
     Plumbing Products impairment loss                 -         -         -      (114)
     Medical Systems write-off of purchased 
       research and development                      (90)        -       (90)        -
                                                      --        --       --         --
                                                     (90)        -       (90)     (235)
                                                      --        --       --         --
    Total operating income                            65       157       362       208
Equity in net income (loss) of
    unconsolidated joint ventures                      3        (1)        9        (4)
Interest expense                                     (48)      (49)     (144)     (151)
Corporate and other expenses                         (22)      (22)      (62)      (65)
                                                      --        --       --         --
Income (loss) before income taxes
    and extraordinary item                       $   (2) $      85   $   165    $  (12)
                                                  ======    ======    ======    ======
</TABLE>


<PAGE>


     Results of  Operations  for the Third Quarter and First Nine Months of 1997
Compared with the Third Quarter and First Nine Months of 1996

         Consolidated  sales for the third quarter of 1997 were $1,519  million,
an increase of $34  million,  or 2% (7%  excluding  the  unfavorable  effects of
foreign  exchange),  from  $1,485  million in the third  quarter of 1996.  Sales
increased 9% for Automotive Products, while sales were flat for Air Conditioning
Products and decreased 2% for Plumbing  Products compared with the third quarter
of 1996. Medical Systems contributed sales of $24 million.  Operating income for
the third quarter of 1997 was $155 million  (excluding the $90 million write-off
of purchased in-process research and development),  a decrease of $2 million, or
1%  (but  an  increase  of 4%  excluding  the  unfavorable  effects  of  foreign
exchange),  from $157  million in the third  quarter of 1996.  Operating  income
increased 46% for Automotive Products and 7% for Plumbing Products but decreased
11% for Air  Conditioning  Products,  while  Medical  Systems  incurred  a small
operating loss.

         Consolidated  sales for the  first  nine  months  of 1997  were  $4,469
million,  an increase  of $101  million,  or 2% (6%  excluding  the  unfavorable
effects of foreign  exchange),  from $4,368  million in the first nine months of
1996. The increase reflected gains of 3% for Air Conditioning  Products,  2% for
Automotive  Products and Medical Systems' third quarter sales. Partly offsetting
these gains was a decline of 2% for Plumbing Products. Operating income was $452
million for the first nine months of 1997  (excluding  the write-off of research
and  development),  an increase of 2% (6% excluding the  unfavorable  effects of
foreign  exchange),  compared with $443 million in the first nine months of 1996
(excluding the asset impairment charge previously  mentioned).  Operating income
increased 9% for Plumbing Products,  3% for Automotive Products and less than 1%
for Air Conditioning Products,  while Medical Systems incurred a slightly larger
loss.

         The following  discussion of sales and  operating  income  excludes the
effects of the write-off of purchased  in-process  research and  development  in
1997 and the asset impairment loss in 1996, as applicable.

         Sales of Air  Conditioning  Products  were $919  million  for the third
quarter of 1997,  essentially the same as the $920 million for the third quarter
of 1996,  but up by 2% excluding the  unfavorable  effects of foreign  exchange,
despite being adversely affected by cooler than normal temperatures in important
markets.  This  increase  reflected  continued  strength in the U.S.  commercial
business  and  higher  volume  in  international  operations.  Sales in the U.S.
increased because of higher volumes of applied and unitary  commercial  products
resulting  from  improved  markets  and gains in market  share  (for  commercial
unitary  products),  but was  partly  offset  by lower  volume  for  residential
products due to the cooler weather. International sales for the third quarter of
1997  increased  principally  because of higher volumes in Latin America and the
Middle East.  Sales for Air  Conditioning  Products for the first nine months of
1997  increased by 3% to $2,684  million  from $2,602  million in the first nine
months of 1996,  primarily for the reasons cited for the third quarter  increase
and volume increases in Europe in the first half of the year.

         Operating  income  of Air  Conditioning  Products  decreased  11% (with
little effect from foreign exchange) to $98 million in the third quarter of 1997
from $111  million in the 1996  third  quarter.  This  primarily  reflected  the
effects of cooler than normal weather on U.S.  residential products and European
operations, partly offset by increased income in the U.S commercial business and
in the Middle East. Operating income for the first nine months of 1997 increased
slightly,  as gains in the U.S. commercial business and the Middle East exceeded
the declines experienced for residential products, Europe and the Far East.
<PAGE>

         Sales of Plumbing  Products  decreased  2% to $352 million in the third
quarter of 1997 from $359 million in the third  quarter of 1996.  Excluding  the
unfavorable  effects of foreign  exchange,  sales  increased  6%  reflecting  an
increase of 7% in international sales and 6% in the U.S. The international sales
increase  resulted  primarily  from  higher  volume  in  Latin  America.  Europe
contributed  a  small  increase  but  continued  to  experience   weak  economic
conditions, particularly in Germany and France. Sales growth in the Far East was
tempered  as a result of several  currency  devaluations  and  general  economic
conditions.  Sales in the U.S.  increased as a result of higher volumes to major
home improvement retailers. Sales of Plumbing Products for the first nine months
of 1997  decreased 2% to $1,062  million  from $1,079  million in the first nine
months of 1996. Excluding unfavorable foreign exchange effects,  sales increased
by 4% due to the same factors affecting the third quarter results and reflecting
the adverse  effect of a five-week  strike in the  Philippines  during the first
quarter of 1996.

         Operating income of Plumbing  Products  increased 7% (18% excluding the
unfavorable effects of foreign exchange) to $31 million for the third quarter of
1997 from $29  million  for the third  quarter of 1996.  In the U.S.,  operating
income improved  because of higher sales,  benefits of lower-cost  products from
the Company's  Mexican  facilities  and  manufacturing  cost  improvements.  For
international  operations,  operating  income  increased  primarily  because  of
reduced costs in Europe,  especially  France, and improved margins due to higher
volume in Latin  America.  Operating  income for the first  nine  months of 1997
increased by 9% (16% excluding  foreign exchange  effects) over the 1996 period,
primarily  for the reasons  mentioned  for the third  quarter and because of the
first quarter 1996 Philippines strike.

         Sales of Automotive Products for the third quarter of 1997 increased 9%
(24% excluding the unfavorable effects of foreign exchange) to $224 million from
$206 million in the third quarter of 1996,  primarily  because of higher volumes
in Europe and higher product  content per vehicle.  Unit volume of truck and bus
production  in Western  Europe  increased  23% overall from the third quarter of
1996,  with a particularly  strong gain in Germany.  Sales of ABS systems to the
Company's U.S. joint venture more than doubled,  reflecting the new  regulations
in effect for such systems on new heavy-duty  trucks and a rebound in U.S. truck
production.  Sales of  Automotive  Products  for the first  nine  months of 1997
increased 2% (11% excluding the unfavorable effects of foreign exchange) to $699
million from $687 million in the first nine months of 1996, primarily due to the
strong performance in the third quarter.

         Operating income for Automotive  Products for the third quarter of 1997
was $31 million,  an increase of 46% (74% excluding the  unfavorable  effects of
foreign   exchange)   from  $21  million  in  the  third  quarter  of  1996,  as
exchange-adjusted  income from European operations nearly doubled. This increase
resulted  from  the  higher  sales  and  improved  margins  due to  productivity
improvements.  This also  reflected the adverse  effects in the third quarter of
1996 of new product introductions.  Operating income for Automotive Products for
the first nine months of 1997 was $94 million,  an increase of 3% (15% excluding
the unfavorable  effects of foreign exchange) from $91 million in the first nine
months of 1996. This  principally was because of the  improvements for the third
quarter.

         Medical Systems sales reflected the acquisition of Sorin and Incstar on
June 30, 1997.  Medical Systems incurred an operating loss as development  costs
and the cost of integrating  operations more than offset the operating income of
the newly-acquired diagnostics businesses.

<PAGE>

Financial Review

         Interest  expense  decreased  $1 million  in the third  quarter of 1997
compared to the  year-earlier  quarter as lower overall  interest  rates on debt
outstanding  under the 1997  Credit  Agreement  more than  offset  the effect of
increased  debt arising from share  repurchases  of Parent Company stock and the
acquisition  of  the  medical   diagnostics   businesses.   The  Parent  Company
repurchased  $308  million of shares of its common  stock  during the first nine
months of 1997 (see "Liquidity and Capital Resources").  In addition, on May 15,
1997, the Company  redeemed the $250 million  aggregate  principal amount of its
11-3/8%  Senior  Debentures  (at a redemption  price of 105.69% of the principal
amount plus interest accrued to the redemption date) with lower-rate  borrowings
under the 1997 Credit  Agreement.  Corporate and other expenses were essentially
unchanged.  The higher  equity in  earnings  of  unconsolidated  joint  ventures
reflects the growth of Automotive  Products' U.S.  joint  venture,  the benefits
from  restructuring Air Conditioning  Products' scroll compressor  venture,  the
Company's financial services partnership and increased profitability of Plumbing
Products' expanding joint ventures in China.

         The income tax provision for the third quarter of 1997 was $31 million,
or 35.3% of pretax income  (excluding  the  write-off of purchased  research and
development) compared with a provision of $29 million, or 34.5% of pretax income
in the third quarter of 1996.  The effective tax rates reflect  improvements  in
U.S. income in both nine-month  periods,  which enabled the Company to recognize
previously unrecognized tax benefits.

         As a result of the redemption of the 11-3/8% Senior  Debentures and the
retirement of debt upon completion of the 1997 Credit Agreement,  the first nine
months of 1997 included an  extraordinary  charge of $24 million,  net of income
taxes,  attributable  to call  premiums on the  debentures  and the write-off of
unamortized debt issuance costs.


Liquidity and Capital Resources


         Net cash provided by operating activities,  after cash interest paid of
$89 million,  was $226 million for the first nine months of 1997,  compared with
net cash  provided  of $200  million  for the  similar  period of 1996.  The $26
million  increase  resulted  primarily  from  higher  earnings   (excluding  the
write-off  of  purchased  research  and  development  from  1997  and the  asset
impairment  loss from  1996).  The  Company  acquired  the  Medical  diagnostics
businesses  for $212 million and made capital  expenditures  of $158 million for
the first nine months of 1997, including $1 million of investments in affiliated
companies,  compared with capital expenditures of $135 million in the first nine
months of 1996, including $12 million of investments in affiliated companies.

         In January  1997 the Company  entered  into the 1997 Credit  Agreement.
This agreement,  which expires 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")   and  (b)  a  $375  million
multi-currency  periodic  access  credit  facility.  Up to $500  million  of the
Revolving  Facilities  may be used  for  the  issuance  of  letters  of  credit.
Borrowings  under the Revolving  Facilities by their terms are  short-term.  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. The 1997 Credit Agreement provides lower
interest costs,  significantly  increased borrowing  capacity,  less restrictive
covenants and no scheduled principal payments until maturity in 2002.
<PAGE>

         At September 30, 1997, the Company had  outstanding  borrowings of $694
million under the Revolving  Facilities.  There was $621 million available under
the Revolving  Facilities  after reduction for borrowings and for $60 million of
letters of credit  usage.  In addition,  at September  30, 1997,  the  Company's
foreign  subsidiaries had $71 million available under overdraft facilities which
can be withdrawn by the banks at any time.

         In the  first  quarter  of 1997  the  Parent  Company  completed  (i) a
secondary public offering of 12,429,548  shares of its common stock owned by ASI
Partners,   including  1,621,245  shares  sold  pursuant  to  the  underwriters'
over-allotment option (the "Secondary Offering"),  and (ii) the share repurchase
by the Parent  Company  from ASI  Partners,  then the Parent  Company's  largest
stockholder,  of 4,628,755  shares of the Parent Company's common stock for $208
million (the "Share Repurchase"). In conjunction with the Secondary Offering and
the Share  Repurchase,  ASI  Partners  distributed  to certain  of its  partners
3,780,353 shares (the "Share Distribution") of the Parent Company's common stock
that it owned.  In addition,  the Parent Company  issued to ASI Partners  5-year
warrants to purchase  3,000,000  shares of the Parent  Company's common stock at
$55 per share,  $10 per share over the public  offering  price in the  Secondary
Offering.  After the Secondary  Offering,  the Share  Distribution and the Share
Repurchase,  ASI Partners  owned no common stock of the Parent Company and is no
longer entitled to designate any of the Parent Company's  directors.  All of the
shares sold in the Secondary Offering were previously issued and outstanding and
the Parent Company received no proceeds therefrom.

         On  October  6,  1997,  the  Parent  Company  completed  an  additional
repurchase  of 2,320,900  shares of its common  stock for $100  million  under a
program commenced in May 1997.

         In January 1997 the Company announced  formation of its Medical Systems
Group to pursue  initiatives  in the  medical  diagnostics  field.  For the last
several  years  the  Company  has  supported  the  development  of  two  medical
diagnostics  products groups focusing on test instruments using laser technology
and  reagents.  On June 30, 1997,  the Company  acquired  the  European  medical
diagnostic  business of Sorin Biomedica  S.p.A.,  an affiliate of the Fiat Group
and all the outstanding shares of INCSTAR Corporation,  a biotechnology  company
based  in  Stillwater,  Minnesota.  In 1996  Sorin  and  Incstar  had  sales  of
approximately $80 million and $40 million,  respectively.  The aggregate cost of
the acquisition was approximately $212 million, including fees and expenses, and
was funded with borrowings under the 1997 Credit Agreement. This transaction has
been  accounted for as a purchase and the  financial  statements as of September
30, 1997 reflect  allocation of the purchase price.  Purchase price allocated to
the value of in-process  research and development  projects totaling $90 million
has been charged to operations in the third quarter of 1997.  Approximately  $50
million of goodwill  resulted after allocation of the purchase price to the fair
value of assets acquired and liabilities assumed.

         On August 1, 1997, the Company and its Parent  Company  jointly filed a
shelf  registration  statement  with  the  Securities  and  Exchange  Commission
covering  $1  billion  of debt  securities  to be  offered  by the  Company  and
unconditionally  guaranteed  the Parent  Company.  Proceeds from the sale of the
securities,  to be issued from time to time at market  interest  rates,  will be
used for general corporate purposes  including  refinancing of outstanding debt,
stock  repurchases,  acquisitions,  additions  to  working  capital  or  capital
expenditures.  In late  October the Company  announced  its intent to offer $300
million of senior notes under its shelf  registration  and plans to proceed when
suitable market conditions exist.
<PAGE>
         As described in Note 6 of Notes to Consolidated Financial Statements in
the Parent  Company's Annual Report on Form 10-K for the year ended December 31,
1996, 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 the $1 billion  debt shelf  registration
           statement jointly filed by American  Standard  Companies Inc. and its
           wholly-owned  subsidiary,  American Standard Inc., on August 1, 1997,
           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. During the quarter ended September 30, 1997,
           the  Company  filed a  Current  Report  on Form  8-K  describing  the
           acquisition  on June 30,  1997,  of the European  medical  diagnostic
           business of Sorin  Biomedica  S.p.A.,  an affiliate of the Fiat Group
           and  all  the   outstanding   shares  of   INCSTAR   Corporation,   a
           biotechnology company based in Stillwater, Minnesota.



<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 14, 1997



<PAGE>


                             AMERICAN STANDARD INC.

                                INDEX TO EXHIBITS

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


Exhibit No.               Description
   (12)                   Computation of Ratios of Earnings to Fixed Charges

   (27)                   Financial Data Schedule



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