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 June 30, 1999
                                       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 1-470
                             AMERICAN STANDARD INC.
             (Exact name of Registrant as specified in its charter)

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

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


Registrant's telephone number, including area code            (732) 980-6000


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



                                                                      X Yes No

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

           Common stock, $.01 par value, outstanding at

             July 31, 1999                                         1,000 shares





<PAGE>





                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements
<TABLE>


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

                                           Three Months Ended          Six Months Ended
                                                June 30,                   June 30,
                                              1999         1998        1999      1998
                                              ----- -      -----       -----     ----
<S>                                        <C>           <C>         <C>       <C>

SALES                                       $1,936       $1,795      $3,610    $3,288
                                            ------       ------      ------    ------

COST AND EXPENSES
  Cost of sales                              1,424        1,315       2,675     2,439
  Selling and administrative expenses          312          289         612       547
  Other (income) expense                        (1)           9          (4)        8
  Interest expense                              47           51          93       102
                                            ------       ------      ------    ------
                                             1,782        1,664       3,376     3,096
INCOME BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                     154          131         234       192
Income taxes                                    64           53          97        78
                                            ------       ------      ------    ------

INCOME BEFORE EXTRAORDINARY ITEM                90           78         137       114
Extraordinary loss on retirement of
    debt, net of tax                             -           50           -        50
                                            ------       ------      ------    ------

NET INCOME                                  $   90       $   28      $  137    $   64
                                            ======       ======      ======    ======
<FN>

                                              See accompanying notes
</FN>
</TABLE>



<PAGE>


Item 1.  Financial Statements (continued)
<TABLE>

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


                                                        June 30,    December 31,
                                                          1999          1998
                                                        ------        ------
<S>                                                   <C>           <C>
CURRENT ASSETS
Cash and cash equivalents                               $   46        $   65
Accounts receivable                                      1,159           939
Inventories
    Finished products                                      325           269
    Products in process                                    108            97
    Raw materials                                          112            92
                                                         ------       ------
                                                           545           458
Other current assets                                       142           129
                                                        ------        ------
TOTAL CURRENT ASSETS                                     1,892         1,591

FACILITIES, less accumulated depreciation;
    June 1999 - $597; Dec. 1998- $611                    1,321         1,241
GOODWILL                                                 1,019           833
OTHER ASSETS                                               960           885
                                                        ------        ------
TOTAL ASSETS                                            $5,192        $4,550
                                                        ======        ======

CURRENT LIABILITIES
Loans payable to banks                                  $  906        $  732
Current maturities of long-term debt                        16           169
Accounts payable                                           539           544
Accrued payrolls                                           217           204
Other accrued liabilities                                  746           710
                                                        ------        ------
TOTAL CURRENT LIABILITIES                                2,424         2,359

LONG-TERM DEBT                                           1,914         1,528
RESERVE FOR POSTRETIREMENT BENEFITS                        470           478
OTHER LIABILITIES                                          528           530
                                                        ------        ------
TOTAL LIABILITIES                                        5,336         4,895

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                                            580           571
Accumulated deficit                                       (555)         (692)
Foreign currency translation effects                      (169)         (224)
                                                        ------        ------
TOTAL STOCKHOLDER'S DEFICIT                               (144)         (345)
                                                        ------        ------
                                                        $5,192        $4,550
                                                        ======        ======


<FN>

                             See accompanying notes
</FN>
</TABLE>


<PAGE>


Item     1.  Financial Statements (continued)
<TABLE>

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF CASH FLOWS
                              (Dollars in millions)
<CAPTION>
                                                           Six months ended
                                                               June 30,
                                                           1999       1998
                                                          -----      -----
<S>                                                      <C>        <C>

CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Net income                                            $137       $ 114
    Depreciation                                            80          66
    Amortization of goodwill and other intangibles          29          25
    Non-cash interest                                        4          28
    Non-cash stock compensation                              -           4
    Changes in assets and liabilities:
        Accounts receivable                               (191)       (151)
        Inventories                                        (46)        (62)
        Accounts payable and other accruals                 38         148
        Other assets and liabilities                       (22)          9
                                                         -----       -----
    Net cash provided by operating activities               29         181
                                                         -----       -----

  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment              (81)        (97)
    Investments in affiliated companies
      and other businesses                                 (26)        (10)
    Investment in computer software                        (34)        (14)
    Acquisition of Armitage/Dolomite, net
      of cash acquired                                    (430)          -
    Other                                                   (2)         (5)
                                                         -----       -----
    Net cash used by investing activities                 (573)       (126)
                                                         -----       -----
  FINANCING ACTIVITIES:
    Net loan from Parent                                     2           5
    Proceeds from issuance of long-term debt               460       1,011
    Repayments of long-term debt, including
       redemption premium                                 (171)       (966)
    Net change in revolving credit facility                220         (32)
    Net change in other short-term debt                     16           6
    Financing costs and other                               (3)        (35)
                                                         -----       -----
  Net cash provided (used) by financing activities         524         (11)
                                                         -----       -----
Effect of exchange rate changes on cash and
    cash equivalents                                         1           -
                                                         -----       -----
Net increase (decrease) in cash and cash equivalents       (19)         44
Cash and cash equivalents at beginning of period            65          29
                                                         -----       -----
Cash and cash equivalents at end of period               $  46       $  73
                                                         =====       =====

<FN>

                             See accompanying notes
</FN>
</TABLE>

<PAGE>

                     AMERICAN STANDARD INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


Note 1.  Basis of Financial Statement Presentation

The accompanying  condensed consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the instructions for Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation of
financial data have been included. The results of operations for interim periods
are not  necessarily  indicative  of the results  that may be  expected  for the
entire year. The condensed  consolidated  financial statements should be read in
conjunction with the consolidated  financial  statements and accompanying  notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998.

Certain  amounts in the 1998  financial  statements  have been  reclassified  to
conform to the 1999 presentation.


Note 2.  Restructuring and Asset Impairment Charges

In 1998, the Company committed to restructuring  plans designed to achieve lower
product  costs and improved  efficiency.  Key elements of the plans  include the
transfer of  significant  manufacturing  capacity to locations  with lower labor
costs and the sale of certain  assets.  In  connection  therewith,  the  Company
determined that certain  long-lived  assets were impaired.  Accordingly,  in the
second half of 1998 the Company  recorded  charges  totaling  $200 million ($186
million net of tax benefits),  including $185 million for Plumbing Products,  $7
million for Air Conditioning Products, $5 million for Automotive Products and $3
million for Medical Systems.

The Plumbing Products charge of $185 million reflects the closure of five plants
in Europe and two in North  America.  The charge  includes a loss on the sale of
the French  distribution  operations,  costs related to a workforce reduction of
approximately 1,600 people and, applying the criteria of FAS 121, write-downs of
impaired fixed assets and related goodwill.

The Air  Conditioning  Products charge of $7 million involves the closure of one
plant in  Australia,  one plant in  Europe,  and a  workforce  reduction  of 115
people.  The  Automotive  Products  charge of $5  million  primarily  reflects a
workforce  reduction of 75 people in Europe related to having certain  machining
work  done  by  low-cost  outside  vendors  rather  than  in the  Company's  own
facilities and the closure of three small plants.  A restructuring  charge of $3
million was also recorded for Medical Systems,  relating to asset write-offs and
severance payments.


<PAGE>

<TABLE>


Following  is a summary of the  restructuring  and asset  impairment  charges
accrued and activity  through June 30, 1999  (dollars in millions):
<CAPTION>
<S>                              <C>        <C>          <C>        <C>       <C>           <C>
                                                                     Balance   Paid first    Balance
                                 Initial      Non-cash   Paid in     Dec. 31    six months   June 30
                                   Charge    Write-off     1998       1998       of 1999       1999
                                   ------    ---------     -----      ------     ---------     ----

   Termination payments
      to employees                  $49.8        $ -       $10.4       $39.4         $27.3     $12.1
   Other employee costs              33.6          -         4.3        29.3           2.3      27.0
   Facilities write-downs (a)        88.3         72.4       -          15.9            .6      15.3
   Loss on sale of French
      distribution business (b)      19.1         14.9       3.6          .6           -          .6
   Other                              9.5          1.4        .2         7.9           2.2       5.7
                                   ------        -----     -----       -----         -----     -----
                                   $200.3        $88.7     $18.5       $93.1         $32.4     $60.7
                                   ======        =====     =====       =====         =====     =====

<FN>
 (a)Includes goodwill  write-down of $31.3 million related to the facilities
    write-down for the French plumbing manufacturing operations.

 (b) Includes goodwill write-off of $12.3 million.
</FN>
</TABLE>


The initial charge of $200.3 million was comprised of non-cash asset  write-offs
of $88.7  million and accrued  charges of $111.6  million.  Of the $60.7 million
unpaid balance of accrued  charges as of June 30, 1999, the Company expects that
most will be paid by the end of 1999 and the remainder in 2000.

The accrued  termination  payments to employees include only severance  payments
after termination.  Other employee-related costs include negotiated supplemental
payments  to pension  funds and other  payments to union  organizations  for the
benefit  of  terminated  employees.  Of the 1,800  employees  being  terminated,
approximately   1,500  are  hourly   factory   workers  and  300  are   salaried
administrative personnel. As of June 30, 1999, approximately 1,245 employees had
been terminated.

The facilities being closed and written down include eight owned and four leased
manufacturing plants, and the related manufacturing  equipment. The owned plants
are being held for disposal and, accordingly,  were written down to the lower of
carrying amount or fair value,  less costs to sell. Two of those facilities will
be demolished and the land held for sale.  Leases on the four rented  facilities
will be terminated upon payment of obligations specified or negotiated under the
lease  contracts.  Manufacturing  equipment  being  scrapped was written off and
equipment  being sold has been written  down to the lower of carrying  amount or
fair value,  less costs to sell. The net carrying  value of land,  buildings and
equipment  held for sale as of June 30,  1999 was $12  million.  The  closure of
certain  facilities  necessitates the  investigation of potential  environmental
contamination or the legal or regulatory  requirement to remediate the facility.
In addition,  the sale of one facility  contractually  obligates  the Company to
demolish and remediate the site.

Approximately  one-half of other restructuring  costs are leasehold  termination
costs, with the remainder  consisting of cash grants forfeited upon closure of a
facility in Italy and other miscellaneous costs.

Note 3.  Acquisition

On February 2, 1999, the Company acquired the Bathrooms  Division of Blue Circle
Industries PLC, a manufacturer of ceramic sanitaryware, brassware and integrated
plumbing systems,  for approximately  $430 million,  including fees and expenses
and net of cash  acquired,  with  borrowings  under the  Company's  1997  Credit
Agreement. The acquired business consists of two principle businesses,  Armitage

<PAGE>

Shanks,  a United  Kingdom  manufacturer,  and  Ceramica  Dolomite,  an  Italian
manufacturer  ("Armitage/Dolomite")  and had 1998  sales of  approximately  $290
million  and  assets  at  December  31,  1998  of  approximately  $250  million.
Armitage/Dolomite  has 3 large  and 9 small  facilities  located  in the  United
Kingdom and Italy, and employs  approximately  3,200 people. The primary markets
for its  products are in the United  Kingdom,  Italy,  Ireland and Germany.  The
Company  expects  to  complete  its plans to  integrate  Armitage/Dolomite  into
existing  European  operations by the end of 1999.  This process could result in
additional expenses or increase the amount of goodwill.

This  acquisition  is being  accounted for as a purchase.  The Company is in the
process of valuing the assets acquired and  liabilities  assumed for purposes of
allocating the purchase price.  Although the evaluation  process is not expected
to be  completed  until the end of 1999,  the  Company's  preliminary  estimates
indicate that goodwill of approximately $250 million will be recorded.


Note 4.  Public Offering of Debt

On May 28, 1999,  American Standard Inc. completed the sale of the equivalent of
$460 million of Senior Notes,  with an average interest rate of 7.7%,  issued in
three series:  250 million Euro Senior Notes due 2006;  100 million U.S.  Dollar
Senior  Notes due 2009 and 60  million  Sterling  Senior  Notes  due  2009.  Net
proceeds of $452 million from the offering were applied to refinance  borrowings
incurred to pay $150 million of 10-7/8% Senior Notes at maturity on May 15, 1999
and to refinance a  substantial  portion of the  purchase  price of the February
1999 Armitage/Dolomite acquisition. The May 28, 1999 sale of Senior Notes, which
are not  subject  to  redemption,  was  made  pursuant  to a shelf  registration
statement jointly filed by American Standard Companies Inc. and its wholly-owned
subsidiary  American Standard Inc. covering $1 billion of senior debt (the "1998
Shelf Registration"). Debt securities sold under the 1998 Shelf Registration are
issued by American  Standard  Inc. and  unconditionally  guaranteed  by American
Standard Companies Inc.


Note 5.  Comprehensive Income

Total  comprehensive  income,  consisting  of net  income  or loss  and  foreign
currency  translation effects, for the three months ended June 30, 1999 and 1998
was $127  million and $23  million,  respectively,  and for the six months ended
June 30, 1999 and 1998 was $192 million and $72 million, respectively.

Note 6.  Tax Matters

As  described in Note 7 of Notes to  Consolidated  Financial  Statements  in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, 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>

Note 7.  Impact of Recently Issued Accounting Standards

In 1998,  the Financial  Accounting  Standards  Board issued  Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities,  which is required
to be adopted in years  beginning  after June 15,  2000.  The  Company's  use of
derivative  instruments  and  hedging  activities  is  minimal  and,  therefore,
management  believes  that the  adoption  of  Statement  No. 133 will not have a
significant effect on the Company's results of operations or financial position.


Note 8.  Segment Data
<TABLE>

                         Summary Segment and Income Data
                              (Dollars in millions)
                                   (Unaudited)
<CAPTION>

                                             Three Months Ended           Six Months Ended
                                                  June 30,                    June 30,
                                          -------------------------   --------------------------
                                             1999          1998          1999           1998
                                          -----------   -----------   -----------    -----------
<S>                                      <C>           <C>           <C>            <C>
Sales:
      Air Conditioning Products             $ 1,188       $ 1,112       $ 2,130        $ 1,950
      Plumbing Products                         459           384           873            742
      Automotive Products                       264           274           556            546
      Medical Systems                            25            25            51             50
                                            -------       -------       -------        -------
                                            $ 1,936       $ 1,795       $ 3,610        $ 3,288
                                            =======       =======       =======        =======
Segment income (loss):
      Air Conditioning Products (a)         $   153       $   139       $   229        $   212
      Plumbing Products                          46            33            80             52
      Automotive Products                        36            42            76             84
      Medical Systems                            (5)           (5)          (10)            (9)
                                            -------       -------       -------        -------
                                                230           209           375            339
Equity in net income of
   unconsolidated joint ventures                  9             6            17             12
                                            -------       -------       -------        -------
                                                239           215           392            351
Interest expense                                 47            51            93            102
Corporate and other expenses                     38            33            65             57
                                            -------       -------       -------        -------
Income before income taxes and
   extraordinary item                       $   154       $   131       $   234        $   192
                                            =======       =======       =======        =======

<FN>
   (a)Financing  fees  paid  by  Air  Conditioning  to the  Company's  financial
      services joint venture of $7 million and $12 million for the three and six
      months  ended  June 30,  1998,  respectively,  have been  reclassified  to
      Corporate  expenses upon adoption of the new segment reporting standard as
      of December 31, 1998
</FN>
</TABLE>


<PAGE>



                          PART 1. FINANCIAL INFORMATION

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


     Results of Operations  for the Second  Quarter and First Six Months of 1999
Compared with the Second Quarter and First Six Months of 1998

     The Company  achieved  record sales of $1,936 million in the second quarter
of 1999, an increase of $141 million,  or 8% (9% excluding  unfavorable  foreign
exchange  effects),  from $1,795  million in the second  quarter of 1998.  Sales
increased  7% for Air  Conditioning  Products  and 20%  for  Plumbing  Products,
declined  4% for  Automotive  Products  and were at the same level as the second
quarter of 1998 for Medical Systems.

     Segment  income  for the  second  quarter of 1999 was also a record at $230
million, an increase of $21 million,  or 10% (12% excluding  unfavorable foreign
exchange  effects),  from $209  million in the second  quarter of 1998.  Segment
income increased 10% for Air Conditioning Products and 39% for Plumbing Products
but declined 14% for Automotive  Products.  Medical Systems' segment loss was at
the same level as in the second quarter of 1998.

     Sales for the first half of 1999 were $3,610  million,  an increase of $322
million, or 10% (with little overall effect from foreign exchange),  from $3,288
million  in the first  half of 1998.  Sales  increased  9% for Air  Conditioning
Products, 18% for Plumbing Products and 2% for Automotive Products,  while sales
for Medical  Systems  were at the same level as the first half of 1998.  Segment
income was $375  million  for the first half of 1999,  an  increase  of 11% (12%
excluding  unfavorable foreign exchange effects),  compared with $339 million in
the  first  half of  1998.  Segment  income  increased  8% for Air  Conditioning
Products and 55% for Plumbing Products but declined 10% for Automotive Products.
The segment loss for Medical  Systems was $10 million for the first half of 1999
compared with a loss of $9 million for the first half of 1998.

     Sales of Air Conditioning Products increased 7% (with little overall effect
from foreign  exchange) to $1,188 million for the second  quarter of 1999,  from
$1,112 million for the second quarter of 1998.  Worldwide  Applied Systems sales
increased 6% due to increases in the U.S.  commercial  equipment  business and a
strong  performance  in sales and service  operations,  partly offset by a small
decline in the international applied business,  primarily in Asia. U.S. sales of
commercial applied products increased 11% because of higher volumes,  reflecting
continued  strength in the U.S.  commercial applied business and the acquisition
of sales and service offices. Worldwide Unitary Systems sales increased 8% (with
little  foreign  exchange   effect)   primarily  from  higher  volumes  in  U.S.
residential and commercial  operations and a small increase in the international
unitary business. U.S. unitary sales increased 10% reflecting continued strength
in the U.S. commercial and residential unitary markets,  aided by the effects of
warmer-than-normal  weather.   International  unitary  sales  increased  2%  (3%
excluding  foreign  exchange   effects)   principally  as  a  result  of  volume
improvements in Europe, partly offset by a decline in the Middle East. Sales for
Air  Conditioning  Products  for the first  half of 1999  increased  by 9% (with
little  foreign  exchange  effect) to $2,130  million from $1,950 million in the
first half of 1998, primarily for the same reasons explaining the second quarter
increase  and the  adverse  effect in the first  quarter of 1998 of a  four-week
strike at the Lexington, Kentucky, air handling facility.
<PAGE>

         Segment income of Air Conditioning  Products increased 10% (with little
   effect from foreign  exchange) to $153 million in the second  quarter of 1999
   from $139 million in the second quarter of 1998.  Worldwide  Applied  Systems
   benefited  from  improved  volume in the U.S.,  partly  offset by weakness in
   international  markets.  Worldwide  Unitary  Systems  posted  strong  growth,
   primarily in the U.S., as both volume and margins  improved over an excellent
   prior year  performance.  Segment income for the first half of 1999 increased
   8% (with  little  effect from  foreign  exchange)  to $229  million from $212
   million in the first half of 1998,  essentially for the reasons mentioned for
   the second  quarter  increase and the effect in the first  quarter of 1998 of
   the strike at Lexington,  partly offset by the effect of a three-week  strike
   at the Clarksville commercial facility in the first quarter of 1999.

         Sales of Plumbing  Products  increased 19% (23%  excluding  unfavorable
   foreign exchange effects) to $459 million in the second quarter of 1999, from
   $384 million in the second quarter of 1998, primarily as a result of gains in
   Europe and the Americas.  The European increase included $76 million of sales
   as a result of the  Armitage/Dolomite  acquisition  on  February 2, 1999 (see
   Note 2 of Notes to Financial Statements), partly offset by a reduction of $17
   million of sales related to the divestiture of French distribution operations
   in the fourth quarter of 1998. Excluding the acquisition and the divestiture,
   sales in  Europe  and  Asia  were  essentially  flat.  Sales in the  Americas
   increased 13% (17% excluding  unfavorable  foreign  exchange  effects) due to
   continued  strong  growth  in the  U.S.  and  gains in  Latin  America.  U.S.
   operations achieved a 16% sales increase on higher volume,  primarily through
   expanding retail and wholesale  channels.  Sales of Plumbing Products for the
   first half of 1999 increased 18% (19% excluding  unfavorable foreign exchange
   effects) to $873 million  from $742  million in the first half of 1998.  This
   increase was due  principally  to the same factors  affecting  second quarter
   results.

         Segment income of Plumbing  Products for the second quarter of 1999 was
   $46 million,  an increase of 39% (48% excluding  unfavorable foreign exchange
   effects)  from $33 million  for the 1998 second  quarter.  The  increase  was
   principally  attributable to margin  improvements  from the  restructuring of
   European   operations   as  part  of  a  low-cost   sourcing   program,   the
   Armitage/Dolomite  acquisition  and  substantial  volume  improvements in the
   Americas.  The  successful  restructuring  of both the  Americas and European
   Plumbing businesses has substantially lowered their cost structures resulting
   in  improving  trends in margins and  profitability.  Segment  income for the
   first half of 1999 increased 54% (60% excluding  unfavorable foreign exchange
   effects)  to $80  million  from $52  million in the first  half of 1998.  The
   increase resulted primarily for the same reasons as those responsible for the
   second quarter increase.

         Sales of Automotive  Products for the second  quarter of 1999 were $264
   million,  a  decrease  of 4% (but an  increase  of 1%  excluding  unfavorable
   foreign  exchange  effects) from $274 million in the second  quarter of 1998.
   This  exchange-adjusted  increase resulted primarily from increased shipments
   of anti-lock  braking  systems (ABS) to the Company's  U.S.  braking  systems
   joint venture,  higher product content per vehicle on new model introductions
   in 1998  and  sales  by the  U.S.  compressor  manufacturing  joint  venture.
   Increased  export sales to the U.S. in the second  quarter of 1999  reflected
   the full phase-in of regulations  requiring ABS on all new heavy-duty  trucks
   and trailers.  Sales to European  commercial vehicle  manufacturers were down
   slightly  in the  quarter,  as unit  volume  of truck and bus  production  in
   Western Europe decreased 4% from the second quarter of 1998.  Brazilian sales
   also experienced a decline.  Sales of Automotive  Products for the first half
   of 1999 increased 2% (4% excluding  unfavorable  foreign exchange effects) to
   $556 million from $546 million in the first half of 1998,  primarily  for the
   reasons cited for the second quarter increase.
<PAGE>

         Segment income for  Automotive  Products for the second quarter of 1999
   decreased  $6 million  ($4 million  excluding  unfavorable  foreign  exchange
   effects) to $36 million from $42 million in the second quarter of 1998.  This
   was  primarily  the result of the weak economy in Brazil,  increased  product
   development  spending in Europe and product mix reflecting  increased  export
   sales.  Segment income for Automotive Products for the first half of 1999 was
   $76 million,  a decrease of 10% (8% excluding  unfavorable  foreign  exchange
   effects) from $84 million in the first half of 1998, principally for the same
   reasons cited for the second quarter decrease.

         Medical Systems sales were $25 million in the quarter,  the same as the
   prior year  second  quarter,  reflecting  increased  sales of new  diagnostic
   products  offset by the  expected  sales  declines of older  radioimmunoassay
   products.  The segment loss of $5 million was at the same level as the second
   quarter of 1998. Development costs of new diagnostic products and accelerated
   virus research  continues at a high level.  In the first half of 1999 Medical
   Systems  sales were $51 million and the segment  loss was $10  million,  both
   essentially  the same as for the first half of 1998,  primarily  for the same
   reasons as in the second quarter of 1999.

         Equity in net income of unconsolidated  joint ventures  increased to $9
   million  in the second  quarter  of 1999 from $6 million in the  year-earlier
   quarter,  and  increased  to $17  million  in the first half of 1999 from $12
   million in the 1998 first half,  reflecting  the  continued  strong growth of
   Automotive Products' U.S. braking systems joint venture.


   Other Summary Income Data Items

         Interest expense  decreased by $4 million in the second quarter of 1999
   and by $9  million  in the first half of 1999  compared  to the  year-earlier
   quarter and first half, due to lower average  interest rates achieved through
   1998 and 1999  debt  refinancings,  which  more  than  offset  the  effect of
   increased debt arising  principally from the  Armitage/Dolomite  acquisition.
   Corporate and other  expenses in the second quarter of 1999 were $38 million,
   $5 million  higher than in the prior year second quarter mainly due to higher
   corporate  spending.  For the  same  reasons,  in the  first  half  of  1999,
   corporate and other expenses were $8 million higher than in the first half of
   1998.

         The income tax provision for the second quarter of 1999 was $64 million
   and for the first half of 1999 was $97  million,  or 41.5% of pretax  income,
   compared with  provisions of $53 million and $78 million,  or 40.5% of pretax
   income (before extraordinary item) in the comparable periods of 1998.


   Liquidity and Capital Resources

         Net cash provided by operating activities,  after cash interest paid of
   $89 million,  was $29 million for the first six months of 1999, compared with
   net cash  provided  of $181  million  for the same  period of 1998.  The $152
   million  decrease  resulted  primarily  from  unfavorable  changes in working
   capital items principally related to growth of the business, payments against
   the  restructuring  reserve,  and  differences  in the timing of accruals and
   disbursements  in  the  two  periods.  Accounts  receivable  and  inventories
   increased  in the  first six  months of both  years,  reflecting  the  normal
   seasonal  pattern.  The  receivables  increase  was larger in 1999  primarily

<PAGE>

   because of increased  sales.  The Company made capital  expenditures  of $107
   million  for  the  first  six  months  of  1999,  including  $26  million  of
   investments in affiliated  companies and other  businesses (but excluding the
   Armitage/Dolomite  acquisition)  compared with capital  expenditures  of $107
   million in the first six months of 1998, including $10 million of investments
   in  affiliated  companies.  The Company also invested $34 million in computer
   software  in the first six months of 1999,  compared  with $14 million in the
   1998 period.

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

         In December 1998, the 1997 Credit Agreement was amended  principally to
   permit American  Standard to issue up to an additional $500 million principal
   amount of senior or subordinated unsecured debt securities,  and to lower the
   interest  coverage ratios and increase the debt coverage ratios applicable to
   the Company  beginning for periods  ending  December 31, 1998. The purpose of
   the amendment was primarily to accommodate the refinancing of $150 million of
   American  Standard's  10-7/8% senior notes due May 15, 1999 and the financing
   of  other  proposed  capital  expenditures,   including  the  acquisition  of
   Armitage/Dolomite described below.

         On February 2, 1999,  the Company  acquired the  Bathrooms  Division of
   Blue Circle  Industries PLC  (Armitage/Dolomite),  a manufacturer  of ceramic
   sanitaryware,  brassware and integrated  plumbing systems,  for approximately
   $430  million,  including  fees and expenses and net of cash  acquired,  with
   borrowings  under the Company's 1997 Credit  Agreement.  This  acquisition is
   being  accounted  for as a  purchase.  Armitage/Dolomite  had  1998  sales of
   approximately  $290 million and assets at December 31, 1998 of  approximately
   $250  million.  The  acquired  business  has 3 large and 9 small  facilities,
   located in the United  Kingdom  and Italy,  and employs  approximately  3,200
   people.  The primary  markets  for its  products  are in the United  Kingdom,
   Italy,  Ireland and  Germany.  The Company  expects to complete  its plans to
   integrate  Armitage/Dolomite  into existing European operations by the end of
   1999. This process could result in additional expenses or increase the amount
   of goodwill (see Note 3 of Notes to the Financial Statements).

          At  June  30,  1999,  the  Company  had  borrowings  of  $830  million
   outstanding under the Revolving Facilities.  There was $461 million available
   under the Revolving  Facilities  after  reduction for  borrowings and for $84
   million of letters of credit usage.  The Company's  foreign  subsidiaries had
   $74 million  available at June 30, 1999, under overdraft  facilities that can
   be withdrawn by the banks at any time. In addition,  the Company's operations
   in China have $32  million  available  under  bank  credit  facilities  after
   reduction  for  borrowings  of $12 million and letters of credit usage of $11
   million.

         On May 28,  1999,  American  Standard  Inc.  completed  the sale of the
   equivalent of $460 million of Senior Notes,  with an average interest rate of
   7.7%,  issued in three  series:  250 million Euro Senior Notes due 2006;  100
   million  U.S.  Dollar  Senior Notes due 2009 and 60 million  Sterling  Senior
   Notes due 2009.  Net proceeds of $452 million from the offering  were applied
   to refinance  borrowings incurred to pay $150 million of 10-7/8% Senior Notes
   at  maturity on May 15, 1999 and to  refinance a  substantial  portion of the
   purchase price of the February 1999  Armitage/Dolomite  acquisition.  The May
   28, 1999 sale of Senior Notes, which are not subject to redemption,  was made

<PAGE>

pursuant to the 1998 Shelf Registration (see Note 4 of Notes to Financial
Statements).  Debt securities sold under the 1998 Shelf  Registration are issued
by American  Standard Inc. and  unconditionally  guaranteed by American Standard
Companies Inc. The Company intends to use the net proceeds from any future sales
of such debt securities under the 1998 Shelf  Registration for general corporate
purposes,  which may include  certain  investments,  acquisitions,  additions to
working capital or capital expenditures.

     On May 6,  1999,  the  Company  engaged  Goldman  Sachs  & Co.  and  Vector
Securities  International,  Inc. as advisors  (the  "Advisors")  to evaluate the
potential and prospects for the Company's Medical Systems business and to review
and make  recommendations  to the Company's  Board of Directors  concerning  its
strategic  options.  On July 20, 1999 the Company issued a press release related
to the status and  progress  to date of  research  that has  identified  a virus
("SEN-V")  present  in blood  samples  of certain  humans  afflicted  with liver
diseases of unknown  cause (the text of which press  release is filed as Exhibit
99 to this Report).  The Board of Directors,  the Company's  management  and the
Advisors are continuing to explore  strategic  options for the Company's Medical
Systems segment with a view to protect and realize the potential  inherent value
to stockholders related to its recent findings regarding SEN-V.

     As described in Note 7 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, 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.


Year 2000 Readiness Disclosure

     The following is a Year 2000  Readiness  Disclosure in accordance  with the
Year 2000 Information and Readiness Disclosure Act.

     Year 2000 compliance plan. The Company has established a comprehensive Year
2000  initiative,  having  appointed teams  responsible for all of its locations
worldwide,  coordinated by team leaders reporting directly to the business group
leaders, and in some cases employing  third-party experts. The Vice President of
Information Technology, who reports directly to the Chairman and Chief Executive
Officer, heads the project.  Progress reports are made periodically to the Audit
Committee of the Board of Directors. The teams are responsible for assuring that
all core business systems and transactions with customers,  suppliers, financial
institutions  and other third parties will be Year 2000 ready.  Additionally,  a
consultant  has been  retained  at  corporate  headquarters  to provide  overall
guidance and assistance  with the compliance  plan.  Consultants  have also been
employed at various operating locations to augment the efforts of the local Year
2000 teams or to provide  expertise in certain areas. In general,  a coordinated
approach has been  undertaken by the Company's Year 2000 teams  worldwide,  with
"best  practices"  shared among teams.  The principal  phases of the  initiative
include:

               *  Inventory -  identification  of all  technology  and  systems,
                  including  imbedded  technology  in  manufacturing  and  other
                  operating  and control  systems  that could be affected by the
                  Year 2000 issue. This phase is essentially complete.

               *  Assessment - testing and  evaluating  whether  remediation  is
                  necessary and  prioritizing  tasks based on whether the system
                  is  evaluated  as  "critical",  the size of the system and the
                  perceived  risk.  This  phase is ongoing  but was  essentially
                  complete by the end of the first quarter of 1999.
<PAGE>

          *    Remediation and Testing - Remediation includes the replacement or
               modification of non-compliant  technology with technology that is
               Year 2000  compliant.  Remediation  of core systems was more than
               95%  complete  as of  June  30,  1999,  and  remediation  of  the
               remainder  will  be  completed  in the  third  quarter  of  1999.
               Remediation of non-core systems is approximately 85% completed as
               of June  30,  1999,  and  remediation  of the  remainder  will be
               completed  in the third and  fourth  quarters  of 1999.  Wherever
               possible,  new or modified  systems will be tested in a Year 2000
               environment from the beginning of the transaction  process to the
               end.  However,  since in many cases,  mainframe systems have been
               replaced  with vendor  provided  software  that has already  been
               fully tested for Year 2000  compliance,  testing of those systems
               is not  expected to reveal any  problems.  Most  systems  will be
               fully tested by the end of the third quarter. However, testing is
               expected to continue for some systems  during the fourth  quarter
               of 1999.

           *   Contingency  planning -  development  of  contingency  plans in
               situations  where there is substantial  risk that compliance will
               not  be  achieved  at any  Company  location  or by any  critical
               supplier in time to avoid Year 2000 problems.  Substantially  all
               contingency  plans are  expected to be in place by the end of the
               third quarter of 1999.

           *   Third  party  relationships  -  communicating  and  working  with
               suppliers,  customers  and  other  third  parties  with  whom the
               Company does business to minimize the potential  adverse  effects
               of  Year  2000  problems.   This  includes   evaluating  new  and
               previously sold products that incorporate equipment controls with
               imbedded  technology  to identify and resolve any  problems  that
               customers  may have  with  Company  products  as a result  of the
               arrival of the year 2000.

         State of readiness.  Management believes that substantial  progress has
   been made towards the objective of having all core business systems Year 2000
   compliant.  We define substantial progress as the fact that at June 30, 1999,
   approximately  90% of the Company's Year 2000 plan has been  completed.  When
   situations are identified  where there is substantial risk that any important
   objectives of the project will not be met, the Company has dedicated and will
   continue to dedicate additional resources.

         For several years the Company has been converting most of its mainframe
   computer  applications and systems worldwide to client server technology and,
   in  conjunction  therewith,  has been  installing  software that is Year 2000
   compliant.  For all systems other than mainframe,  software that is Year 2000
   compliant is also being installed,  including desktop  applications.  Most of
   these  initiatives were undertaken  irrespective of Year 2000  considerations
   and, with few exceptions, implementation would have been completed before the
   year 2000.  All such  installations  scheduled for completion in 1999 will be
   completed by the end of the third  quarter of 1999.  For those  installations
   not scheduled to be completed  until the year 2000,  revisions have been made
   to existing systems to ensure readiness.

         Third-party  relationships.  The Company has  initiated  communications
   with suppliers, customers and other third parties to identify and assess Year
   2000 risks and to develop  solutions that will minimize any adverse impact on
   the Company. Over 75% of the Company's suppliers have responded.  The Company
   expects  to  resolve  timely  any   identified   problems  with  critical  or
   non-responding suppliers and to develop contingency plans where possible. The
   Company's manufacturing  facilities are highly dependent on public utilities,

<PAGE>

   especially electrical power, natural gas, water and communications companies.
   There is a risk that  suppliers or others on whom the Company relies will not
   successfully address Year 2000 issues.  Should one or more critical suppliers
   be unable to supply us with  products or services at any of the Company's 120
   manufacturing locations, and the Company or the supplier not have established
   appropriate  contingency plans, such failure could result in the inability of
   the Company, at that location, to deliver products on a timely basis and have
   a material adverse effect on the results of operations at that location.

         The Company does not believe that it has  material  Year 2000  exposure
   with  respect  to  products  sold to  customers.  The only  Company  products
   containing  imbedded  electronic  systems  subject  to Year 2000  issues  are
   commercial air conditioning and medical  products.  The Company has evaluated
   the imbedded  electronic  control  systems in products sold to its commercial
   air conditioning  systems and medical products  customers.  Computer controls
   for  commercial  air  conditioning  systems  and medical  products  have been
   checked and replaced or modified where necessary. This process is essentially
   completed  for air  conditioning  products and will be completed  for medical
   products in the third quarter of 1999.

         The Company is evaluating  delivery  commitments to customers,  product
   warranties and  representations  made with respect to Year 2000 compliance of
   its  products.  Management  believes that it is  adequately  addressing  such
   issues and that, subject to the considerations described above, any potential
   material liability to third parties for Year 2000 failures in its products or
   inability to deliver products timely is remote.

         Risks and  contingency  plans.  Management  believes that the Company's
   most  reasonably  likely worst case  scenario is some  short-term,  localized
   disruptions  of systems,  manufacturing  operations,  facilities or suppliers
   that will affect  individual  business  operations,  rather than broad-based,
   systemic,  or long-term  problems  affecting  operating segments or groups of
   operations.  The most significant uncertainties relate to critical suppliers,
   particularly   electrical  power,  water,   natural  gas  and  communications
   companies,  and  suppliers  of parts  and  materials  that  are  vital to the
   continuity of  operations.  The Company  believes that the greatest  risks of
   such   disruptions   exist  outside  the  U.S.  and  Western  Europe,   where
   approximately 14% of the Company's sales occur, and that such disruptions, if
   any, will not have a material  effect on the Company's  results of operations
   or financial  position.  Contingency  plans are being  formulated  and put in
   place,  where possible,  for all critical  suppliers.  These measures include
   finding  alternative  sources of supply,  purchasing safety stocks of certain
   parts and materials and forming  emergency  response  teams at each operating
   location to deal with any problems which develop.

         Costs.  The Company's  estimated  cost to become Year 2000 compliant is
   approximately $22 million. Of this, approximately $15 million are costs being
   charged to expense as incurred,  including  internal  and  external  labor to
   repair or modify  existing  software,  and costs of  consultants  employed at
   various  locations to assist with  implementation  of the Company's plan. The
   balance of estimated costs represent  replacement hardware and software which
   is being  capitalized.  Through June 30, 1999,  approximately $16 million had
   been expended, of which $11 million had been charged to expense.  These costs
   are generally not incremental to existing information  technology budgets, as
   existing  internal  resources  were  redeployed  and the costs of consultants
   employed  are  less  than  10%  of  total  Year  2000  costs.  The  costs  of
   implementing  client server  technology and other  software  changes made for
   reasons  other  than the Year 2000 and  which  were not  accelerated  are not
   included  in  these  estimates.   There  were  no  significant  deferrals  of
   information  technology  projects  because of the Company's  response to Year
   2000 issues.  Information  technology planning has incorporated client server

<PAGE>

   and Year 2000  initiatives for several years and,  therefore,  there has been
   little effect on the Company's  operations because of unexpected deferrals of
   projects important to growth or  competitiveness.  All costs are being funded
   from operating cash flows or other resources available to the Company.  Based
   upon  information  currently  available  and  current  estimates,  management
   believes that the Company's costs to become Year 2000 compliant will not have
   a material  adverse effect on the Company's  financial  position,  results of
   operations or cash flows in future periods.  Total costs,  anticipated impact
   and the  expected  dates to complete  the  various  phases of the project are
   based on management's  best estimates using information  currently  available
   and certain  assumptions  about future events.  However,  no assurance can be
   given  that  actual  results  will be  consistent  with such  estimates  and,
   therefore, actual costs, impacts and completion dates could differ materially
   from those plans. See "Disclosure Regarding Forward Looking Statements".

   -----------------------

   Disclosure Regarding Forward Looking Statements

         Comments  in  this  Quarterly  Report  on  Form  10-Q  contain  certain
   forward-looking   statements  that  are  based  on  management's  good  faith
   expectations and belief  concerning future  developments.  Actual results may
   differ  materially  from  these  expectations  as a result  of many  factors,
   relevant  examples of which are set forth in the Company's 1998 Annual Report
   on Form 10-K and in the "Management's Discussion and Analysis" section of the
   Company's 1998 Annual Report to  Shareholders  and Quarterly  Reports on Form
   10-Q.



<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 5.  Other Information.

         For a discussion  of the public sale of the  equivalent of $460 million
   of Senior  Notes  pursuant  to the  Company's  shelf  registration  statement
   covering $1 billion of senior debt securities,  see "Management's  Discussion
   and Analysis of Financial  Condition  and Results of  Operations -- Liquidity
   and Capital Resources" in Part I, which is incorporated herein by reference.

   Item  6.  Exhibits and Reports on Form 8-K.

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

         (b) Reports on Form 8-K.

         (i) The  Company  filed a Current  Report on Form 8-K dated April
             29, 1999, that described:

          1. The announcement of the Company's earnings for the first quarter of
          1999.




<PAGE>



                                    SIGNATURE

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




                                                          AMERICAN STANDARD INC.








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









August 12, 1999



<PAGE>


                             AMERICAN STANDARD INC.

                                INDEX TO EXHIBITS





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

                   (27)                    Financial Data Schedule

                   (99)                    Press release dated July 20, 1999.





<PAGE>