SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                                FORM 10-Q/A NO.1

(Mark One)

[ X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996
                                                       OR

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                 .

                         Commission file number 33-64450
                             AMERICAN STANDARD INC.
             (Exact name of Registrant as specified in its charter)

 Delaware 25-0900465
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)
  
One Centennial Avenue, P.O. Box 6820, Piscataway, NJ               08855-6820
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code              (908) 980-6000


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


                                                                    X Yes No

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

           Common stock, $.01 par value, outstanding at

               October 31, 1996                                         1,000
                                                                      (shares)





<PAGE>



                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements

      The Company has restated its financial statements to properly record costs
and  expenses  of its French  subsidiary,  Porcher  S.A.,  of $2 million  and $9
million  in  the  three  months  and  nine  months  ended  September  30,  1996,
respectively.  The  following  consolidated  summary  statement of operations of
American Standard Inc. (the "Company") and subsidiaries for the three months and
nine  months  ended  September  30,  1996 and 1995  has not  been  audited,  but
management believes that all adjustments,  consisting of normal recurring items,
necessary  for a fair  representation  of financial  data for those periods have
been  included.  Results  for the first  three- and  nine-month  periods are not
necessarily indicative of results for the entire year.
<TABLE>

                                 AMERICAN STANDARD INC. AND SUBSIDIARIES
                                UNAUDITED SUMMARY STATEMENT OF OPERATIONS

                                              (In millions)
<CAPTION>


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

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

COST AND EXPENSES
  Cost of sales                                1,115        975      3,282     2,893
  Selling and administrative expenses            226        215        684       631
  Asset impairment loss                            -          -        235         -
  Other expense                                   10          8         28        27
  Interest expense                                49         51        151       162
                                               -----     ------    -------     -----
                                           
                                               1,400      1,249      4,380     3,713
INCOME (LOSS) BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                        85         67        (12)      197
Income taxes                                      29         24         80        78
                                               -----     ------    --------       --

INCOME (LOSS) BEFORE
    EXTRAORDINARY ITEM                            56         43        (92)      119
Extraordinary loss on retirement of debt           -          -          -       (30)
                                               -----     ------    --------      ---
NET INCOME (LOSS)                           $     56    $    43   $    (92) $      89
                                            ========    =======   =========  ========
<FN>


                                           See accompanying notes

</FN>
</TABLE>

<PAGE>


Item 1.  Financial Statements (continued)

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

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

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

CURRENT LIABILITIES
Loans payable to banks                                  $   181      $   240
Current maturities of long-term debt                         65           73
Accounts payable                                            412          438
Accrued payrolls                                            166          172
Other accrued liabilities                                   446          374
                                                            ----         ---
TOTAL CURRENT LIABILITIES                                 1,270        1,297

LONG-TERM DEBT                                            1,738        1,770
RESERVE FOR POSTRETIREMENT BENEFITS                         502          482
OTHER LIABILITIES                                           378          351
                                                            ---          ---
TOTAL LIABILITIES                                         3,888        3,900

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S DEFICIT
Preferred stock, Series A, 1,000 shares issued
    and outstanding, par value $.01                           -            -
Common stock, 1,000 shares issued and
    outstanding, $.01 par value.                              -            -
Capital surplus                                             554          520
Accumulated deficit                                        (817)        (725)
Foreign currency translation effects                       (180)        (175)
                                                           ----         ---- 
TOTAL STOCKHOLDER'S DEFICIT                                (443)        (380)
                                                           ----         ----
                                                         $3,445       $3,520
                                                         ======       ======

                             See accompanying notes


<PAGE>


Item    1.  Financial Statements (continued)

                     AMERICAN STANDARD INC. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
                                  (In millions)
                                                            Nine Months Ended
                                                              September 30,
                                                           1996         1995
                                                           ----         ----
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Income (loss) before extraordinary item            $   (92)     $   119
    Asset impairment loss                                  235            -
    Depreciation                                            91           84
    Amortization of goodwill                                21           25
    Non-cash interest                                       47           48
    Non-cash stock compensation                             25           23
    Changes in assets and liabilities:
      Accounts receivable                                  (58)        (130)
      Inventories                                          (67)         (86)
      Accounts payable and other accruals                   16           70
      Other assets and liabilities                         (18)          49
                                                           ----          --
  Net cash provided by operating activities                200          202
                                                           ----         ---

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

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

Effect of exchange rate changes on cash and
  cash equivalents                                          (1)           -
                                                            --            -
Net decrease in cash and cash equivalents                  (20)         (39)
Cash and cash equivalents at beginning of period            89           93
                                                            ---          --
Cash and cash equivalents at end of period              $   69      $    54
                                                        =======     =======



                             See accompanying notes



<PAGE>


                                 AMERICAN STANDARD INC. AND SUBSIDIARIES

                                      NOTES TO FINANCIAL STATEMENTS


Note 1.  Adoption of New Accounting Pronouncement

        Effective  January 1, 1996, the Company  adopted  Statement of Financial
Accounting  Standards  No. 121 ("FAS 121"),  Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of,  resulting in a
non-cash charge of $235 million in the first quarter of 1996. See  "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Overview."

Note 2.  Tax Matters

        As described in Note 5 of Notes to Consolidated  Financial Statements in
the Company's  Annual Report on Form 10-K for the year ended  December 31, 1995,
there are  pending  German  tax  issues for the years  1984  through  1990.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Liquidity and Capital Resources."




<PAGE>


                                      PART 1. FINANCIAL INFORMATION

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

Overview


<PAGE>


         Operating  income increased 15% to $161 million in the third quarter of
1996 from $140  million in the third  quarter  of 1995 on strong  growth for Air
Conditioning Products and an improvement by Plumbing Products,  offset partly by
a decrease for Automotive Products related to weak markets. Effective January 1,
1996 the Company adopted FAS 121 related to impairment of long-lived  assets. As
a result, the Company recorded a non-cash charge in the first quarter of 1996 of
$235 million,  over 90% of which  represented  the  write-down of goodwill,  for
which there is no tax benefit.  Excluding this charge,  operating income for the
first nine  months of 1996 was $454  million,  an  increase  of 6% over the $428
million of operating income in the first nine months of 1995.



<PAGE>
<TABLE>


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

<CAPTION>

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

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

Operating income before asset impairment loss:
       Air Conditioning Products                $  111       $    81      $   284       $   209
       Plumbing Products                            29            23           79            96
       Automotive Products                          21            36           91           123
                                                    --            --          ---           ---
                                                   161           140          454           428
Asset impairment loss:
     Air Conditioning Products                       -             -         (121)            -
     Plumbing Products                               -             -         (114)            -
                                                   ---           ---         ----           ---
                                                     -             -         (235)            -
                                                   ---           ---         ----           ---
    Total operating income                         161           140          219           428
Interest expense                                   (49)          (51)        (151)         (162)
Corporate and other expenses                       (27)          (22)         (80)          (69)
                                                   ---           ---          ---           ---

Income (loss) before income
    taxes and extraordinary item               $    85       $    67      $   (12)      $   197
                                               =======       =======      =======       =======

</TABLE>


<PAGE>



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

         Consolidated  sales for the third quarter of 1996 were $1,485  million,
an increase of $169 million,  or 13% (14% excluding the  unfavorable  effects of
foreign  exchange),  from  $1,316  million in the third  quarter of 1995.  Sales
increased 19% for Air Conditioning Products and 17% for Plumbing Products, while
sales for Automotive  Products  decreased 12% compared with the third quarter of
1995.  Operating  income  for the third  quarter  of 1996 was $161  million,  an
increase  of $21  million,  or 15% (16%  excluding  the  unfavorable  effects of
foreign  exchange),  from $140 million in the third  quarter of 1995.  Operating
income increased 37% for Air Conditioning Products and 26% for Plumbing Products
but decreased 42% for Automotive Products.

         Consolidated  sales for the  first  nine  months  of 1996  were  $4,368
million,  an increase of $458 million,  or 12% (13%  excluding  the  unfavorable
effects of foreign  exchange),  from $3,910  million in the first nine months of
1995.  Sales  increased 18% for Air  Conditioning  Products and 13% for Plumbing
Products,  while sales for Automotive  Products  declined 9%.  Operating  income
(excluding the asset impairment  charge  previously  mentioned) was $454 million
for the  first  nine  months  of  1996,  an  increase  of 6% (7%  excluding  the
unfavorable  effects of foreign  exchange),  compared  with $428  million in the
first nine  months of 1995.  Operating  income for the first nine months of 1996
increased  36% for Air  Conditioning  Products  but  declined  18% for  Plumbing
Products and 26% for Automotive Products.

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

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

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

         Operating income of Plumbing Products  increased 26% (27% excluding the
unfavorable effects of foreign exchange) to $29 million for the third quarter of
1996 from $23 million for the third  quarter of 1995 as a result of a solid gain
in  U.S.  operating  income,   partly  offset  by  a  decline  in  international
operations.  In the U.S., operating income improved because of the higher sales,
benefits of lower-cost  product sourcing from the Company's  Mexican  facilities
and manufacturing and operating cost improvements. For international operations,
operating  income  gains in Latin  America  were  offset by declines in the weak
European markets,  particularly in Germany and France,  and, to a lesser extent,
in Italy.  In addition,  margins in France were lower than in the prior year due
to increased  costs.  The Company has  undertaken  actions to better  assimilate
Porcher into its European plumbing products  operations and to improve operating
performance.  Despite a gain for U.S. operations, operating income for the first
nine months of 1996,  excluding  the  aforementioned  asset  impairment  charge,
declined by 18% (17%  excluding  foreign  exchange  effects) from the first nine
months of 1995  because of a decline in  international  operations  in the first
half of 1996, including the effects of the first quarter Philippines strike.

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

         Operating income for Automotive  Products for the third quarter of 1996
was $21 million,  a decrease of 42% (39%  excluding the  unfavorable  effects of
foreign  exchange) from $36 million in the third quarter of 1995. This reflected
the lower sales and start-up costs associated with new product  introductions on
1997 truck models, offset partly by productivity improvements.  Operating income
for Automotive  Products for the first nine months of 1996 decreased by 26% (24%
excluding the unfavorable  effects of foreign exchange) to $91 million from $123
million  in the first  nine  months of 1995,  principally  for the same  reasons
described with respect to the third quarter.



<PAGE>



Financial Review

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

         Income  tax  provisions  for the three  months  and nine  months  ended
September 30, 1996 were $29 million and $80 million, respectively, compared with
provisions of $24 million and $78 million in the corresponding  periods of 1995.
Effective  income tax rates for the third  quarter  and nine months of 1996 were
34.5% and 35.6% of pretax income  (excluding the asset impairment  charge in the
nine month  period on which  there is no tax  benefit),  compared  with rates of
35.2% and 39.5% in the corresponding  year-earlier  periods.  Both third quarter
periods  reflect  reductions  in the  estimated  full year tax rates.  The lower
effective tax rates resulted from increased  levels of U.S. income (enabling the
Company to recognize previously unrecognized tax benefits in both 1995 and 1996)
and, in 1996, from proportionately  greater pretax income earned in the U.S. (at
a lower effective rate) compared to that earned in higher-rate  jurisdictions in
Europe and elsewhere.

         As a result of the redemption of debt in the first quarter of 1995 upon
completion  of a  refinancing,  the  first  nine  months  of  1995  included  an
extraordinary charge of $30 million attributable to the write-off of unamortized
debt issuance costs, for which no tax benefit was available.


Cash Flows
         Net cash provided by operating activities,  after cash interest paid of
$87 million,  was $200 million for the first nine months of 1996,  compared with
$202 million of net cash provided for the similar period of 1995.  Higher income
before  extraordinary item (excluding the non-cash asset impairment loss of $235
million) along with improved  working capital  utilization were offset by higher
payments on  liabilities,  especially  income  taxes.  Inventory  turnover as of
September 30, 1996,  improved one full turn from September 30, 1995, and working
capital as a percent of sales  improved  nearly one  percentage  point.  Capital
expenditures for the first nine months of 1996 were $135 million,  including $12
million  of   investments  in  affiliated   companies,   compared  with  capital
expenditures  of $115  million in the first nine months of 1995,  including  $19
million of investments in affiliated companies. Scheduled debt repayments of $50
million were made during the first nine months of 1996.


Liquidity and Capital Resources

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

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

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

    As described in Note 5 of Notes to Consolidated  Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, there
are pending German Tax issues for the years 1984 through 1990. There has been no
change in the status of these issues since that report was filed.



<PAGE>


                           PART II. OTHER INFORMATION




Item  1.  Legal Proceedings.

           For a discussion  of German tax issues see  "Management's  Discussion
and Analysis of Financial  Condition  and Results of Operations -- Liquidity and
Capital  Resources"  in Part I of this report  which is  incorporated  herein by
reference.


Item  6.  Exhibits and Reports on Form 8-K

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

           (b) Reports on Form 8-K. During the quarter ended September 30, 1996,
           the Company filed no reports on Form 8-K.




<PAGE>


                                    SIGNATURE

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







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









November 13, 1996



<PAGE>


                             AMERICAN STANDARD INC.

                                INDEX TO EXHIBITS

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



                 Exhibit No.               Description
                    (27)                   Financial Data Schedule