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, 1995
                                                       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 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, 1995                                    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, 1995 and 1994 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 third  quarter and first nine months of 1995 are not
necessarily indicative of results for the entire year.
<TABLE>

                    AMERICAN STANDARD INC. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF OPERATIONS

<CAPTION>
                             (Dollars in millions)


                                          Three Months Ended   Nine Months Ended
                                              September 30,        September 30,
                                          1995          1994    1995        1994
<S>                                    <C>          <C>      <C>      <C> 

SALES                                  $1,316.3     $1,188.8 $3,910.3  $3,308.9 

COST AND EXPENSES
  Cost of sales                           975.1        883.5  2,892.7   2,487.1 
  Selling and administrative expenses     215.3        203.0    631.0     569.5 
  Other expense                             7.6         10.5     26.7      24.9 
  Interest expense                         51.3         65.6    162.5     194.3 
                                        1,249.3      1,162.6  3,712.9   3,275.8 
INCOME BEFORE INCOME TAXES AND
  EXTRAORDINARY ITEM                       67.0         26.2    197.4      33.1 
Income taxes                               23.6         15.1     78.0      46.7 

INCOME (LOSS) BEFORE
  EXTRAORDINARY ITEM                       43.4         11.1    119.4     (13.6)
Extraordinary loss on
    retirement of debt                        -        (30.1)       -         - 

NET INCOME (LOSS)                  $       43.4     $   11.1  $  89.3  $  (13.6)
<FN>


                             See accompanying notes
</FN>
</TABLE>


<PAGE>


Item 1.  Financial Statements (continued)
<TABLE>

                    AMERICAN STANDARD INC. AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED SUMMARY BALANCE SHEET
                             (Dollars in millions)

<CAPTION>
                                                September 30,       December 31,
<S>                                             <C>                  <C> 
                                                    1995                 1994
CURRENT ASSETS
Cash and cash equivalents                      $    54.4            $     92.7 
Accounts receivable                                739.0                 595.2 
Inventories
    Finished products                              228.5                 160.2 
    Products in process                             96.5                  82.5 
    Raw materials                                   93.9                  80.5 
                                                     418.9                 323.2
Other current assets                                72.5                  53.4 
TOTAL CURRENT ASSETS                             1,284.8               1,064.5 

FACILITIES, less accumulated depreciation;
    Sept. 1995 - $517.1; Dec. 1994 - $430.2        839.6                 812.7 
GOODWILL                                         1,071.4               1,053.0 
OTHER ASSETS                                       238.3                 225.9 
TOTAL ASSETS                                    $3,434.1              $3,156.1 

CURRENT LIABILITIES
Loans payable to banks                             249.2                  70.3 
Current maturities of long-term debt                63.6                 141.6 
Accounts payable                                   339.9                 350.5 
Accrued payrolls                                   176.8                 140.3 
Other accrued liabilities                          459.9                 366.0 
TOTAL CURRENT LIABILITIES                        1,289.4               1,068.7 
                                                                                                                  
LONG-TERM DEBT                                   1,757.3               2,152.3 
RESERVE FOR POSTRETIREMENT BENEFITS                486.3                 437.7 
OTHER LIABILITIES                                  306.0                 273.6 
TOTAL LIABILITIES                                3,839.0               3,932.3 

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                                    507.4                 214.6 
Accumulated deficit                               (747.1)               (836.4)
Foreign currency translation effects              (162.5)               (151.7)
Minimum pension liability adjustment                (2.7)                 (2.7)

TOTAL STOCKHOLDER'S DEFICIT                       (404.9)               (776.2)
                                                $3,434.1              $3,156.1 
<FN>

                             See accompanying notes
</FN>
</TABLE>


<PAGE>


Item    1.  Financial Statements (continued)
<TABLE>

                    AMERICAN STANDARD INC. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
                             (Dollars in millions)
<CAPTION>
                                                            Nine Months Ended
                                                                September 30,
<S>                                                         <C>            <C> 
                                                            1995           1994
Cash provided (used) by:
  Operating activities:
    Income (loss) before extraordinary item              $ 119.4        $(13.6)
    Depreciation (including asset loss provision in 1994)   83.6          95.3 
    Amortization of goodwill                                25.0          23.4 
    Non-cash interest                                       47.7          50.5 
    Non-cash stock compensation                             22.7          21.0 
    Changes in assets and liabilities:
      Accounts receivable                                 (130.2)       (118.3)
      Inventories                                          (85.6)        (77.9)
      Accounts payable and other accruals                  108.6         111.4 
      Other assets and liabilities                          10.3          35.6 
  Net cash provided by operating activities                201.5         127.4 

  Investing activities:
    Purchases of property, plant and equipment             (96.0)        (50.3)
    Investments in affiliated companies                    (18.8)        (12.9)
    Other                                                   12.9           9.0 
  Net cash used by investing activities                   (101.9)        (54.2)

  Financing activities:
    Capital contribution from parent                       269.7           .4 
    Loan from parent                                         4.8            - 
    Proceeds from issuance of long-term debt               469.1          9.3 
    Repayments of long-term debt                        (1,016.6)      (117.9)
    Net change in revolving credit facility                158.0         62.5 
    Net change in other short-term debt                     (5.7)       (12.8)
    Purchases of parent company common stock                (3.5)        (8.0)
    Other                                                  (13.5)           - 
  Net cash used by financing activities                   (137.7)       (66.5)

Effect of exchange rate changes on cash and
  cash equivalents                                           (.2)         3.0 
Net decrease in cash and cash equivalents                  (38.3)         9.7 
Cash and cash equivalents at beginning of period            92.7         53.2 
Cash and cash equivalents at end of period                  54.4     $   62.9 
<FN>

                             See accompanying notes
</FN>
</TABLE>



<PAGE>


                    AMERICAN STANDARD INC. AND SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS


Note 1.  The 1995 Refinancing

     As  described  in  Notes  2  and  10 of  Notes  to  Consolidated  Financial
Statements  in the  Company's  Annual  Report  on Form  10-K for the year  ended
December  31,  1994,  the  Company  completed  a major  refinancing  (the  "1995
Refinancing")  in the  first  quarter  of 1995,  including  the  initial  public
offering of common stock (the "IPO") by American  Standard  Companies  Inc. (the
parent of American  Standard Inc.) and an amended and restated credit  agreement
(the "1995 Credit  Agreement").  See  "Management's  Discussion  and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources."


Note 2.  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, 1994, 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.

Note 3.  Secondary Offering of Common Stock

     On September 7, 1995, the Company's  parent,  American  Standard  Companies
Inc.,  completed a secondary  offering of 22.5 million  shares of common  stock,
substantially  all of which shares were owned by Kelso ASI Partners,  L.P.,  the
Company's  largest  stockholder.  All of the shares  sold in the  offering  were
previously issued and outstanding  shares,  and the Company received no proceeds
from the offering.



<PAGE>




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

Overview

     Operating  results  improved  significantly  in the third quarter and first
nine  months of 1995  compared  with the third  quarter and first nine months of
1994, due principally to volume increases in the Air  Conditioning  Products and
Automotive  Products segments.  As a result of the Company's leveraged buyout in
1988, the results of operations  include the effects of purchase  accounting and
reflect a highly leveraged capital structure.
<TABLE>

                        SUMMARY SEGMENT AND INCOME DATA
                  (Dollars in millions except per share data)
                                  (Unaudited)

<CAPTION>
                                         Three Months Ended   Nine Months Ended
                                                September 30,      September 30,
<S>                                       <C>         <C>     <C>         <C> 
                                          1995        1994    1995        1994
SALES:
  Air Conditioning Products            $   776     $   693  $2,201      $1,861 
  Plumbing Products                        307         308     952         905 
  Automotive Products                      233         188     757         543 

  Total  sales                          $1,316      $1,189  $3,910      $3,309 


OPERATING INCOME:
  Air Conditioning Products             $   81      $   66  $  209      $  164 
  Plumbing Products                         23          29      96          88 
  Automotive Products                       36          19     123          39 
  Total  operating income                  140         114     428         291 

Interest expense                            51          66     162(a)      194 
Corporate items                             22          22      69          64 

Income before income taxes and
  extraordinary item                        67          26     197          33 
Income taxes                                24          15      78          47 
Income (loss) before extraordinary item $   43      $   11  $  119      $  (14)
<FN>

     (a) Had the initial  public  offering of the common stock of the  Company's
parent,  American Standard Companies Inc., and related debt refinancing occurred
on January 1, 1995,  interest  expense  for the first nine  months of 1995 would
have been reduced by $4 million.
</FN>
</TABLE>



<PAGE>



     Operating  income for the nine months ended  September  30, 1994,  included
charges (in the second  quarter) of $26 million  related to employee  severance,
consolidation of certain  production  facilities and the implementation of other
cost  reduction  actions.  In that same period the  Company  also  provided  $14
million of reserves  for losses on operating  assets  expected to be disposed of
prior to the expiration of their originally estimated useful lives.


     Results of  Operations  for the Third Quarter and First Nine Months of 1995
Compared with the Third Quarter and First Nine Months of 1994

Operating Review

     Consolidated  sales for the third quarter of 1995 were $1,316  million,  an
increase of $127 million, or 11% (10% excluding the favorable effects of foreign
exchange), from $1,189 million in the third quarter of 1994. Sales increased 12%
for Air  Conditioning  Products  and  24%  for  Automotive  Products,  but  were
essentially   identical  to  the  prior  year  quarter  for  Plumbing  Products.
Consolidated operating income for the third quarter of 1995 was $140 million, an
increase of $26 million,  or 23% (20% excluding the favorable effects of foreign
exchange),  from $114  million in the third  quarter of 1994.  Operating  income
increased 23% for Air Conditioning Products and 89% for Automotive Products, but
declined 21% for Plumbing Products.

     Consolidated  sales for the first nine months of 1995 were $3,910  million,
an increase of $601 million,  or 18% (15%  excluding  the  favorable  effects of
foreign  exchange),  from $3,309 million in the first nine months of 1994. Sales
increased  for all  three  segments  with  gains  of 18%  for  Air  Conditioning
Products, 5% for Plumbing Products and 39% for Automotive Products. Consolidated
operating income for the first nine months of 1995 was $428 million, an increase
of $137  million,  or 47%  (41%  excluding  the  favorable  effects  of  foreign
exchange), from $291 million in the first nine months of 1994. Excluding the $40
million  of special  charges  (described  above)  recorded  in the 1994  period,
operating  income improved 29% in the first nine months of 1995 from an adjusted
operating  income of $331 million in the comparable 1994 period.  Excluding such
special charges,  operating  income increased 22% for Air Conditioning  Products
and 132% for Automotive Products, but declined 10% for Plumbing Products.

     Sales of Air Conditioning  Products  increased 12% (with little effect from
foreign  exchange)  to $776  million  for the  third  quarter  of 1995 from $693
million for the comparable  quarter of 1994, as a result of strong gains in U.S.
and international  sales of applied and unitary commercial  systems.  Markets in
the United  States  have  continued  to  improve in 1995 in both the  commercial
replacement  and the commercial  new-construction  markets.  Sales of commercial
products  in the  United  States  increased  11%  because of  improved  markets,
accelerated  demand for chiller  replacement  (due to the  impending  ban on CFC
refrigerant  production),  higher  prices,  gains in market share and  increased
sales of newer,  higher-efficiency  products.  This gain was partly  offset by a
decrease  of 8%  in  residential  sales  resulting  from  reduced  shipments  of
residential  products  as  distributors  adjusted  to  the  Company's  shortened
production  cycle time and  delayed or  decreased  their  inventory  restocking.
International  sales of Air Conditioning  Products for the third quarter of 1995
increased  principally  because of volume increases in Europe,  the Far East and
Latin America.  Sales for Air Conditioning  Products in the first nine months of
1995  increased by 18% to $2,201  million from $1,861  million in the first nine
months  of  1994,  primarily  for  the  reasons  underlying  the  third  quarter
increases,  except that sales of  residential  products  increased  for the nine
month period  despite the decline in the third  quarter  because of  significant
volume gains in the first half of the year.

     Operating  income of Air Conditioning  Products  increased 23% (with little
effect from foreign  exchange) to $81 million in the third  quarter of 1995 from
$66 million in the third quarter of 1994. This  improvement  resulted  primarily
from  expanded  commercial  product sales and  productivity  gains in the United
States and improved results in international operations,  principally in Europe,
as well as smaller gains in the Far East and Latin America. Operating income for
residential  products  declined  because  of lower  volumes  and  increased  raw
material costs, the effects of which were moderated somewhat as prices recovered
partially  from lower levels  experienced in the last half of 1994 and the first
half of 1995. Nine-month 1995 operating income for Air Conditioning Products was
up 22%,  excluding  special  charges of $7 million from the nine months of 1994,
primarily for the reasons which led to the third quarter improvements.

     Sales of Plumbing  Products in the third quarter of 1995 were $307 million,
essentially  identical  to the third  quarter of 1994 (with  little  effect from
foreign exchange).  A sales increase of 6% for U.S.  operations was offset by an
overall  decrease  for  international  operations.  Sales in the  United  States
increased  primarily as a result of higher  volumes in the retail market channel
offset partly by lower prices on chinaware  due to  competitive  pressures.  For
international  operations,  sales increases in Italy, Greece and the Philippines
(primarily  from higher  volumes) were offset by sales  decreases in Germany (as
unexpected  market weakness which developed during the second quarter  continued
into the third  quarter),  in Mexico,  Canada and France  (because of  lingering
economic  weakness)  and in South Korea (due to lower  exports to other Far East
markets  increasingly  served by the Company's  expanding local joint ventures).
Sales of  Plumbing  Products  for the nine  months  ended  September  30,  1995,
increased 5% (4% excluding  foreign exchange  effects) to $952 million from $905
million  in the first  nine  months of 1994,  primarily  as the result of volume
gains in the first half of 1995.

     Operating income of Plumbing Products for the third quarter of 1995 was $23
million,  a  decrease  of 21% (22%  excluding  the  positive  effects of foreign
exchange)  compared with $29 million for the third quarter of 1994. The decrease
was  due  to  declines  for  both   international  and  U.S.   operations.   For
international operations,  operating income declined primarily because of market
weakness in Germany,  Brazil and Mexico, costs associated with implementation of
manufacturing   process  improvements  as  well  as  start-up  expenses  of  new
operations in the Far East and the Czech Republic. In addition,  because Italian
and United  Kingdom  ("U.K.")  operations  purchase  products from Germany,  the
strength of the  Deutschemark  against Italian and U.K.  currencies  resulted in
Italian  and U.K.  product  cost  increases  that  could not be fully  recovered
through pricing. In the United States,  third quarter results decreased slightly
from the prior year period because of lower prices and material cost  increases,
combined with higher than expected  costs of  production  facility  realignment.
Operating income for Plumbing Products for the first nine months of 1995 was $96
million,  an  increase  of 9% from $88 million in the first nine months of 1994.
Excluding  both  foreign  exchange  effects and  special  charges of $19 million
recorded  in the first nine months of 1994,  operating  income in the first nine
months of 1995  decreased by 15%,  primarily for the same reasons which affected
third quarter results.

     Sales of  Automotive  Products  in the  third  quarter  of 1995  were  $233
million,  an increase of 24% (16%  excluding  the  favorable  effects of foreign
exchange)  from $188 million in the third quarter of 1994.  Unit volume of truck
and bus  production  in  Western  Europe  increased  26% and  aftermarket  sales
increased 16%. The sales increase  resulted from  significantly  higher volumes,
reflecting the increased commercial vehicle production in Western Europe, the UK
(as a result of the  growing  utility  vehicle  business  in that  country)  and
Brazil.  Sales for the first nine months of 1995 were $757 million,  an increase
of 39% (26%  excluding  the  favorable  effects of foreign  exchange)  from $543
million  in the  first  nine  months  of 1994,  for the same  reasons  increases
occurred for the third quarter.

     Operating  income for Automotive  Products  increased to $36 million in the
third quarter of 1995,  an increase of 73%  excluding  the favorable  effects of
foreign exchange.  This increase was primarily attributable to the substantially
higher  sales  volume  in  improved  markets  in  nearly  all  Western  European
countries,  as  well  as  higher  margins  achieved  through  implementation  of
manufacturing  process  improvements,  productivity  improvements and other cost
reductions. Operating income for the first nine months of 1995 was $123 million,
an increase of 105% excluding both the favorable effects of foreign exchange and
special charges of $14 million from the 1994 period,  primarily  attributable to
the same factors which generated third quarter improvements.


Financial Review

     Interest  expense  decreased by $15 million in the third quarter and by $32
million in the first nine months of 1995  compared to the  year-earlier  periods
primarily as a result of reduced debt  balances  due to  application  of the net
proceeds  from the IPO and lower  overall  interest  costs (see  "Liquidity  and
Capital  Resources").  Corporate  items for the third  quarter  were at the same
level as in the 1994  quarter  but  increased  for the first nine months of 1995
primarily because of higher accretion expense related to postretirement benefits
as well as expenses of a corporate advertising campaign initiated in 1995.

     Income tax provisions for the three months and nine months ended  September
30,  1995,  were $24 million and $78  million,  respectively,  on income  before
income taxes and extraordinary item of $67 million for the three months and $197
million for the nine months. Income tax provisions for the three months and nine
months ended September 30, 1994, were $15 million and $47 million, respectively,
on income  before  income  taxes and  extraordinary  item of $26 million and $33
million, in the respective periods. Effective income tax rates for the three and
nine  months  ended  September  30,  1995 were  35.2% and  39.5%,  respectively,
compared  with 57.6% and 141.1% in the prior year periods.  The  unusually  high
effective rates in 1994 resulted  principally  from taxes on profitable  foreign
operations  while tax  benefits  were not  available  to  offset  losses on U.S.
operations.  In 1995 higher  levels of income in the U.S.  and  certain  foreign
operations  enabled  the  Company  to  recognize  previously   unrecognized  tax
benefits.  The unusual  relationship  between  the  pre-tax  results and the tax
provision  for both  1994  periods  is  explained  by tax rate  differences  and
withholding taxes on foreign earnings as well as by the nondeductibility for tax
purposes  of  the  amortization  of  goodwill  and  other  purchase   accounting
adjustments and of the share  allocations  made by the Company's  Employee Stock
Ownership Plan  ("ESOP").  Through 1994 the ESOP  allocations  were made under a
plan  established  in 1988 with a  reversion  of  excess  pension  plan  assets.
Beginning in 1995 Company  contributions to fund ESOP allocations  should be tax
deductible.
<PAGE>

     As a result  of the  repayment  of debt in the first  quarter  of 1995 upon
completion of the 1995 Refinancing (see "Liquidity and Capital Resources"),  the
nine month period ended September 30, 1995, included an extraordinary  charge of
$30 million  attributable  to the write-off of unamortized  debt issuance costs,
for which no tax benefit was available.


Cash Flows

     Net cash provided by operating activities, after cash interest paid of $104
million,  was $202 million for the first nine months of 1995  compared with $127
million for the first nine months of 1994.  The $75  million  increase  resulted
primarily from improved operating results. The Company made capital expenditures
of $115  million  for the first nine  months of 1995,  including  $19 million of
investments in affiliated  companies (compared with capital  expenditures of $63
million for the first nine months of 1994,  including $13 million of investments
in affiliated companies). Inventories and receivables increased during the first
nine  months of 1995  primarily  reflecting  the  increased  sales  volume.  The
principal financing activities during the first nine months of 1995 were related
to the 1995 Refinancing  described in "Liquidity and Capital  Resources" and the
scheduled repayment of $25 million of debt in the third quarter.

Liquidity and Capital Resources

     In the first  quarter of 1995 the Company  completed  the 1995  Refinancing
which reduced the amount of outstanding  debt,  significantly  lowered  interest
costs and provided less  restrictive  covenants.  The net proceeds from the IPO,
totaling  approximately  $281 million,  were used to repay  indebtedness and the
proceeds of the 1995 Credit Agreement,  which provided a secured multi-currency,
multi-borrower  credit facility  aggregating $1.0 billion,  replaced outstanding
borrowings under the Company's previous bank credit agreement.

     The 1995 Credit  Agreement  provides  reduced  borrowing  rates,  increased
borrowing capacity,  less restrictive  covenants and lower annual scheduled debt
maturities  through  2001.  The Company  believes  that amounts  available  from
operating  cash  flows and  funds  available  under  revolving  facilities  (the
"Revolving  Facilities")  incorporated  in the  1995  Credit  Agreement  will be
sufficient to meet its expected cash needs and planned capital  expenditures for
the foreseeable future.

     As of September 30, 1995,  the Company had  outstanding  borrowings of $217
million under the Revolving  Facilities.  There was $281 million available under
the Revolving  Facilities  after reduction for borrowings and for $52 million of
letters of credit usage.  In addition the  Company's  foreign  subsidiaries  had
approximately  $65 million  available  (after  reduction  for  borrowings of $32
million) under overdraft  facilities  which can be withdrawn by the banks at any
time. The Revolving  Facilities are  short-term  borrowings by their terms,  and
because a portion of the long-term debt under the Company's previous bank credit
agreement  was  replaced  with  borrowings  under the  Revolving  Facilities,  a
significantly  larger  portion  of  the  Company's  debt  is now  classified  as
short-term.
<PAGE>

     The 1995 Credit Agreement  contains covenants that limit certain activities
and  transactions  and  require  the  Company to meet  certain  financial  tests
described  in Note 10 of  Notes  to  Consolidated  Financial  Statements  in the
Company's  Annual  Report on Form 10-K for the year  ended  December  31,  1994.
Certain American Standard Inc. debt instruments also contain financial tests and
other  covenants.  In order  to  maintain  compliance  with  the  covenants  and
restrictions contained in its previous credit agreements,  it was necessary from
time to time for the  Company to obtain  waivers  and  amendments.  The  Company
believes it is currently in  compliance  with the  provisions of the 1995 Credit
Agreement,  but  may  in  the  future  have  to  obtain  waivers  or  amendments
thereunder.

     As described in Note 7 of Notes to Consolidated Financial Statements in the
Company's  Annual Report to  Stockholders  for the year ended December 31, 1994,
and as updated for 1995 under the caption "Management's  Discussion and Analysis
of  Financial  Condition  and  Results of  Operations  -  Liquidity  and Capital
Resources" in the Company's  Quarterly Report on Form 10-Q to the Securities and
Exchange  Commission for the three months ended June 30, 1995, there are pending
German Tax issues for the years 1984 through 1990. There has been no significant
change in  circumstances in relation to these issues since the second quarter of
1995.

     In November  1995 the  Company  successfully  completed  a tender  offer by
acquiring  substantially  all of the  outstanding  common shares and convertible
bonds  of  Etablissements   Porcher  ("Porcher"),   a  French  manufacturer  and
distributor  of  plumbing  products  in  which  the  Company  previously  had an
ownership  interest  of 32.88%.  The cost of the  acquisition,  estimated  to be
approximately  $25  million,  was funded  with a borrowing  under the  Company's
revolving credit facilities.  In addition,  approximately $36 million of Porcher
debt was assumed.  For the nine months  ended  September  30, 1995,  Porcher had
sales of $162 million.


                           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 which is incorporated herein by reference.


Item 5.  Other Information

     (a)  On  September  27,  1995,  the  Company's  parent,  American  Standard
Companies Inc.  completed a secondary  offering of 22.5 million shares of common
stock,  substantially all of which shares were owned by Kelso ASI Partners, L.P.
Upon  completion  of the  offering,  Kelso owned  approximately  29% of American
Standard Companies Inc. 76.3 million  outstanding shares of common stock. All of
the shares sold in the offering were previously  issued and outstanding  shares,
and the Company received no proceeds from the offering.

     (b) In November 1995 the Company  successfully  completed a tender offer by
acquiring  substantially  all of the  outstanding  common shares and convertible
bonds  of  Porcher  not  previously  owned  by the  Company.  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.  During the quarter ended  September 30, 1995, the
Company filed no reports on Form 8-K .



<PAGE>


                                   SIGNATURE

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







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









November 13, 1995



<PAGE>


                             AMERICAN STANDARD INC.

                               INDEX TO EXHIBITS



Exhibit No.                                   Description

    (27)                             Financial Data Schedule