AMERICAN STANDARD INC., as Issuer

                 AMERICAN STANDARD COMPANIES INC., as Guarantor

                                       and

                        THE BANK OF NEW YORK, as Trustee

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


                          Third Supplemental Indenture

                           Dated as of April 13, 1998

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


                          7 3/8% Senior Notes due 2005



<PAGE>


                  THIRD SUPPLEMENTAL INDENTURE,  dated as of April 13, 1998 (the
"Third Supplemental Indenture"),  to the Indenture, dated as of January 15, 1998
(as amended, modified or supplemented from time to time in accordance therewith,
the  "Indenture"),   among  AMERICAN  STANDARD  INC.,  a  Delaware   corporation
(hereinafter called the "Issuer"), having its principal office at One Centennial
Avenue, P.O. Box 6820, Piscataway,  New Jersey 08835-6820, and AMERICAN STANDARD
COMPANIES INC., a Delaware  corporation  (hereinafter  called the  "Guarantor"),
having its principal office at One Centennial Avenue, P.O. Box 6820, Piscataway,
New Jersey 08835-6820, and THE BANK OF NEW YORK, a New York banking corporation,
as Trustee  hereunder  (hereafter  called the  "Trustee"),  having its principal
office at 101 Barclay Street, Floor 21 West, New York, New York 10286.

                                    RECITALS

                  WHEREAS,  the Issuer,  the Guarantor and the Trustee have each
duly  authorized  the execution and delivery of the Indenture to provide for the
issuance  from time to time of one or more series of its senior debt  securities
(the  "Securities")  to be  issued  in one or more  series  as in the  Indenture
provided;

                  WHEREAS,   the  Issuer  and  the  Guarantor  desire  and  have
requested  the Trustee to join them in the  execution and delivery of this Third
Supplemental Indenture in order to establish and provide for the issuance by the
Issuer and the  Guarantor  of a series of  Securities  designated  as its 7 3/8%
Senior Notes due 2005 (the "7 3/8% Notes") in the aggregate  principal amount of
$250,000,000,  substantially  in the form  attached  hereto as Exhibit A, on the
terms set forth herein;

                  WHEREAS,  Section  9.01  of  the  Indenture  provides  that  a
supplemental  indenture  may be entered into by the Issuer and the Guarantor and
the Trustee for such purpose provided certain conditions are met;

                  WHEREAS,  the  conditions  set forth in the  Indenture for the
execution and delivery of this Third  Supplemental  Indenture have been complied
with; and

                  WHEREAS,  all things necessary to make this Third Supplemental
Indenture a valid  agreement of the Issuer,  the Guarantor  and the Trustee,  in
accordance  with its terms,  and a valid  amendment of, and  supplement  to, the
Indenture have been done;

                  NOW, THEREFORE:

                  In   consideration  of  the  premises  and  the  purchase  and
acceptance  of the 7 3/8% Notes by the  Holders  thereof  the  Company  mutually
covenants and agrees with the Trustee,  for the equal and proportionate  benefit
of all Holders of the 7 3/8%  Notes,  that the  Indenture  is  supplemented  and
amended, to the extent and for the purposes expressed herein, as follows:

Section 1.                 SCOPE OF THIS THIRD SUPPLEMENTAL INDENTURE

                  (a)  The  changes,   modifications   and  supplements  to  the
Indenture  effected  by this Third  Supplemental  Indenture  in Section 2 hereof
shall only be  applicable  with  respect to, and govern the terms of, the 7 3/8%
Notes issued by the Issuer and the Guarantor, which shall be limited in original
aggregate  principal  amount to  $250,000,000,  and shall not apply to any other
Securities  which  may be  issued  under  the  Indenture  unless a  supplemental
indenture with respect to such other Securities  specifically  incorporates such
changes, modifications and supplements.

                  (b) Pursuant to this Third  Supplemental  Indenture,  there is
hereby  created  and  designated  a series of  Securities  under  the  Indenture
entitled "7 3/8%  Senior  Notes due 2005." The 7 3/8% Notes shall be in the form
of Exhibit A hereto.  The  Guarantee to be endorsed on the 7 3/8% Notes shall be
in substantially the form set forth in exhibit B.
<PAGE>

                    (1) the title of the  Securities  of such series shall be "7
         3/8%  Senior  Notes due 2005" and the 7 3/8% Notes are  endorsed to the
         benefit of Article XII of the Indenture;

                    (2) the 7 3/8% Notes shall be  initially  authenticated  and
         delivered  from time to time in aggregate  principal  amount limited to
         $250,000,000;

                    (3) the Notes will be issued at a price of 99.488%;

                    (4) the principal of each 7 3/8% Note shall be payable on 
         April 15, 2005;

                    (5) the 7 3/8%  Notes  shall  bear  interest  at the rate of
         seven and three hundred  seventy five  thousandths  per centum (7 3/8%)
         per annum;

                    (6) interest shall accrue on the 7 3/8% Notes from April 13,
         1998,  or the most recent date to which  interest has been paid or duly
         provided for; the Interest  Payment Dates for such Notes shall be April
         15 and October 15 in each year,  commencing  October 15, 1998,  and the
         Regular  Record Dates with respect to the  Interest  Payment  Dates for
         such Notes  shall be April 1 and  October 1 in each year,  respectively
         (whether or not a Business Day);

                    (7) the  Corporate  Trust Office of The Bank of New York, in
         New York,  New York shall be the place at which (i) the  principal  of,
         premium,  if any,  and  interest,  if any, on the 7 3/8% Notes shall be
         payable,  (ii)  registration of transfer of such Notes may be effected,
         (iii)  exchanges  of such Notes may be  effected  and (iv)  notices and
         demands  to or  upon  the  Issuer  in  respect  of such  Notes  and the
         Indenture may be served; and The Bank of New York shall be the Security
         Registrar for the 7 3/8% Notes;

                    (8)    the 7 3/8% Notes shall not be redeemable by the
         Issuer prior to Maturity;

                    (9)    not applicable;

                   (10)    not applicable;

                   (11)    not applicable;

                   (12)    not applicable;

                   (13)    not applicable;

                   (14)    not applicable;

                   (15) see Section 2 of this Third Supplemental Indenture;

                   (16)    not applicable;

                   (17)  the 7  3/8%%  Notes  are  to be  issued  as  Registered
         Securities;  each 7 3/8% Note is to be initially registered in the name
         of  Cede & Co.,  as  nominee  for The  Depository  Trust  Company  (the
         "Depositary").   The  7  3/8%  Notes  shall  not  be   transferable  or
         exchangeable, nor shall any purported transfer be registered, except as
         follows:

                    (i)    a 7  3/8%  Note  may be  transferred  in  whole,  and
                           appropriate  registration  of transfer  effected,  if
                           such  transfer is by such nominee to the  Depositary,
                           or by the Depositary to another nominee  thereof,  or
                           by any nominee of the Depositary to any other nominee
                           thereof,  or by the Depositary or any nominee thereof
                           to any successor securities depositary or any nominee
                           thereof; and

                   (ii)    a 7 3/8% Note may be exchanged for certificated notes
                           registered in the respective  names of the beneficial
                           holders thereof, and thereafter shall be transferable
                           without restriction, if:

                                    (A)  The   Depositary,   or  any   successor
                           securities depositary, shall have notified the Issuer
                           and the  Trustee  that it is  unwilling  or unable to
                           continue to act as securities depositary with respect
                           to such 7 3/8% Note or the Issuer  becomes aware that
                           the  Depositary  has ceased to be a  clearing  agency
                           registered under the Securities Exchange Act of 1934,
                           as amended,  and, in any such case, the Trustee shall
                           not have been  notified by the Issuer  within  ninety
                           (90) days of the  identity of a successor  securities
                           depositary with respect to such 7 3/8% Note;


<PAGE>

                                    (B) The Issuer  shall have  delivered to the
                           Trustee an  Issuer's  Order to the effect that such 7
                           3/8%  Note  shall be so  exchangeable  on and after a
                           date specified therein; or

                                    (C)  (1) an  Event  of  Default  shall  have
                           occurred  and be  continuing,  (2) the Trustee  shall
                           have given  notice of such Event of Default  pursuant
                           to Section 5.02 of the  Indenture and (3) there shall
                           have been  delivered to the Issuer and the Trustee an
                           Opinion of Counsel to the effect  that the  interests
                           of the beneficial  owners of such Security in respect
                           thereof  will  be  materially  impaired  unless  such
                           owners become Holders of certificated notes.

                   (18)    not applicable;

                   (19)    not applicable;

                   (20)    the 7 3/8% Notes will be issued in book entry form;

                   (21)    the 7 3/8% Notes are subject to the defeasance and 
                           covenant defeasance provisions of the Indenture;

                   (22)    not applicable;

                   (23)    not applicable; and

                   (24)    not applicable.

Section 2.                 ADDITIONAL PROVISIONS

                  (a) ADDITIONAL  DEFINITIONS Each of the following definitions,
which constitute part of this Third Supplemental Indenture, shall be inserted in
proper  alphabetical  order in Article I of the  Indenture.  Any  definition set
forth in the Indenture  which is also set forth below shall have the meaning set
forth below for purposes of terms of the Indenture  and this Third  Supplemental
Indenture.  Capitalized terms used in this Third Supplemental  Indenture but not
defined herein shall have the meaning ascribed to such terms in the Indenture.

                  "Attributable  Liens"  means  in  connection  with a sale  and
lease-back  transaction,  the lesser of (a) the fair market  value of the assets
subject to such transaction and (b) the present value  (discounted at a rate per
annum equal to the average interest borne by all outstanding  securities  issued
under the  Indenture  (which may  include  securities  in addition to the 7 3/8%
Notes)  determined on a weighted  average basis and compounded  semiannually) of
the obligations of the lessee for rental payments during the term of the related
lease.

                  "Capital Lease" means any Indebtedness  represented by a lease
obligation  of a person  incurred  with  respect to real  property or  equipment
acquired or leased by such person and used in its  business  that is required to
be recorded as a capital lease in accordance with GAAP.

                  "Closing Date"    means April 13, 1998.

                  "Exempted  Debt" means the sum of the following as of the date
of  determination:  (i) Indebtedness of the Issuer and Guarantor  incurred after
the  Closing  Date and  secured by Liens not  otherwise  permitted  by the first
sentence under Limitation on Liens below (Section 10.11),  and (ii) Attributable
Liens of the Issuer and Guarantor and their  Subsidiaries in respect of sale and
lease-back transactions entered into after the Closing Date, other than sale and
lease-back  transactions  permitted  by the  limitation  on sale and  lease-back
transactions set forth under Section 10.12. For purposes of determining  whether
or not a sale and  lease-back  transaction  is  "permitted"  by  Section  10.12,
Limitation on Sale and Lease-Back Transactions, the last paragraph under Section
10.11,  Limitation on Liens (creating an exception for Exempted  Debt),  will be
disregarded.

                  "Lien"   means  any  lien,   security   interest,   charge  or
encumbrance of any kind (including any conditional sale or other title retention
agreement,  any  lease in the  nature  thereof,  and any  agreement  to give any
security interest).
<PAGE>

                  "Permitted Liens" means (i) Liens securing  Indebtedness under
the  Facility and any initial or  subsequent  renewal,  extension,  refinancing,
replacement or refunding thereof; (ii) Liens on accounts receivable, merchandise
inventory,   equipment,   and  patents,   trademarks,   trade  names  and  other
intangibles,  securing Indebtedness;  (iii) Liens on any asset of the Issuer and
Guarantor,  any  Subsidiary,  or any joint  venture  to which the  Issuer or the
Guarantor  or any of their  Subsidiaries  is a party,  created  solely to secure
obligations  incurred to finance the refurbishment,  improvement or construction
of such asset,  which  obligations  are  incurred no later than 24 months  after
completion of such refurbishment, improvement or construction, and all renewals,
extensions,  refinancings,  replacements  or  refundings  of  such  obligations;
(iv)(a)  Liens given to secure the  payment of the  purchase  price  incurred in
connection  with  the  acquisition  (including  acquisition  through  merger  or
consolidation) of property (including shares of stock),  including Capital Lease
transactions in connection with any such acquisition,  and (b) Liens existing on
property at the time of acquisition thereof or at the time of acquisition by the
Issuer or  Guarantor  or a  Subsidiary  or any person then owning such  property
whether or not such  existing  Liens  were  given to secure  the  payment of the
purchase price of the property to which they attach; provided that, with respect
to clause (a), the Liens shall be given within 24 months after such  acquisition
and  shall  attach  solely  to  the  property  acquired  or  purchased  and  any
improvements  then or thereafter  placed thereon;  (v) Liens in favor of customs
and revenue  authorities arising as a matter of law to secure payment of customs
duties in connection  with the  importation  of goods;  (vi) Liens upon specific
items of  inventory  or other  goods and  proceeds of any person  securing  such
person's  obligations in respect of bankers'  acceptances  issued or created for
the account of such person to facilitate  the  purchase,  shipment or storage of
such inventory or other goods;  (vii) Liens securing  reimbursement  obligations
with respect to letters of credit that  encumber  documents  and other  property
relating to such letters of credit and the products and proceeds thereof; (viii)
Liens on key-man life insurance  policies granted to secure  Indebtedness of the
Issuer or  Guarantor  against  the cash  surrender  value  thereof;  (ix)  Liens
encumbering  customary  initial  deposits and margin deposits and other Liens in
the  ordinary  course of business,  in each case  securing  Indebtedness  of the
Company under  interest swap  obligations  and currency  agreements  and forward
contract,  option,  futures contracts,  futures options or similar agreements or
arrangements  designed  to protect the Issuer or the  Guarantor  or any of their
Subsidiaries  from  fluctuations in interest  rates,  currencies or the price of
commodities;  (x)  Liens  arising  out of  conditional  sale,  title  retention,
consignment  or similar  arrangements  for the sale of goods entered into by the
Issuer or  Guarantor  or any of their  Subsidiaries  in the  ordinary  course of
business and (xi) Liens in favor of the Issuer or Guarantor or any Subsidiary.

                  (b)  ADDITIONAL  SECTIONS  Each of the  following  provisions,
which  constitutes  part of this Third  Supplemental  Indenture,  is numbered to
conform with the format of the Indenture:

Section 10.11              Limitation on Liens

                  The Issuer and the Guarantor will not, and will not permit any
of their Subsidiaries to, create,  incur, or permit to exist, any Lien on any of
their respective properties or assets,  whether now owned or hereafter acquired,
or upon any income or profits therefrom,  in order to secure any Indebtedness of
either of the Issuer or the Guarantor,  without effectively providing that the 7
3/8%  Notes  shall be  equally  and  ratably  secured  until  such  time as such
Indebtedness is no longer secured by such Lien, except: (i) Liens existing as of
the Closing  Date;  (ii) Liens  granted  after the Closing Date on any assets or
properties of the Issuer or the Guarantor or any of their Subsidiaries  securing
Indebtedness  of the Issuer or the Guarantor  created in favor of the Holders of
the 7 3/8%  Notes;  (iii)  Liens  securing  Indebtedness  of the  Issuer  or the
Guarantor which is incurred to extend, renew or refinance  Indebtedness which is
secured by Liens  permitted to be incurred  under the  Indenture;  provided that
such Liens do not extend to or cover any property or assets of the Issuer or the
Guarantor  or any of their  Subsidiaries  other  than  the  property  or  assets
securing the Indebtedness being refinanced and that the principal amount of such
Indebtedness  does not exceed the  principal  amount of the  Indebtedness  being
refinanced; (iv) Permitted Liens; and (v) Liens created in substitution of or as
replacements for any Liens permitted by the preceding  clauses (i) through (iv),
provided  that,  based on a good faith  determination  of an officer each of the
Issuer  and the  Guarantor,  the  property  or asset  encumbered  under any such
substitute  or  replacement  Lien is  substantially  similar  in  nature  to the
property or asset  encumbered  by the  otherwise  permitted  Lien which is being
replaced.

                  Notwithstanding  the  foregoing,  the Issuer and the Guarantor
and any Subsidiary  may,  without  securing the 7 3/8% Notes,  create,  incur or
permit to exist Liens which would otherwise be subject to the  restrictions  set
forth in the preceding paragraph, if after giving effect thereto and at the time
of  determination,  Exempted  Debt does not  exceed  the  greater  of (i) 10% of
Consolidated Net Assets or (ii) $250,000,000.
<PAGE>

Section 10.12               Limitation on Sale and Lease-Back Transactions 
                                                     
                  The Issuer and Guarantor  will not, and will not permit any of
their  Subsidiaries  to, enter into any sale and lease-back  transaction for the
sale and leasing back of any  property or asset,  whether now owned or hereafter
acquired,  of the Issuer or Guarantor or any of their Subsidiaries  (except such
transactions (i) entered into prior to the Closing Date or (ii) for the sale and
leasing back of any property or asset by a Subsidiary of the Issuer or Guarantor
to the Issuer or Guarantor or (iii)  involving  leases for less than three years
or (iv) in which the lease for the  property or asset is entered into within 120
days after the later of the date of  acquisition,  completion of construction or
commencement or full operations of such property or asset) unless (a) the Issuer
or Guarantor or such Subsidiary  would be entitled under the Limitation on Liens
covenant  above to  create,  incur or permit to exist a Lien on the assets to be
leased in an amount at least equal to the Attributable  Liens in respect of such
transaction  without  equally and ratably  securing the 7 3/8% Notes, or (b) the
proceeds of the sale of the assets to be leased are at least equal to their fair
market value and the proceeds are applied to the purchase or acquisition  (or in
the case of real property,  the  construction)  of assets or to the repayment of
Indebtedness  of the  Issuer  or  Guarantor  or a  Subsidiary  of the  Issuer or
Guarantor which by its terms matures not earlier than one year after the date of
such repayment.



<PAGE>


                  IN WITNESS WHEREOF,  the parties hereto have caused this Third
Supplemental  Indenture  to be duly  executed as of the day and year first above
written.

                         
                        AMERICAN STANDARD INC.


                        By:    /s/    Thomas S. Battaglia       
                               Name:  Thomas S. Battaglia
                               Title: Vice President and Treasurer


                        AMERICAN STANDARD COMPANIES INC., as Guarantor


                        By:    /s/    Thomas S. Battaglia    
                               Name:  Thomas S. Battaglia
                               Title: Vice President and Treasurer

                       
                        THE BANK OF NEW YORK, as Trustee

                        By:    /s/   Van K. Brown  

                             Name:   Van K. Brown
                             Title:  Assistant Vice President


<PAGE>


                             FORM OF SENIOR SECURITY

                               [Face of Security]

If the Holder of this  Security (as  indicated  below) is The  Depository  Trust
Company  ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

Unless  this  Security  is  presented  by an  authorized  representative  of The
Depository  Trust Company  ("DTC"),  55 Water Street,  New York, New York to the
issuer or its agent for registration of transfer,  exchange or payment, and such
Security  issued is  registered in the name of CEDE & CO., or such other name as
requested by an authorized  representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL,  since the
registered owner hereof, CEDE & CO., has an interest herein.

Unless and until this  Security is exchanged in whole or in part for  Securities
in certificated  form, this Security may not be transferred except as a whole by
DTC to a nominee  thereof or by a nominee  thereof to DTC or another  nominee of
DTC or by DTC or any such  nominee  to a  successor  of DTC or a nominee of such
successor.


<PAGE>


                             AMERICAN STANDARD INC.
                          7 3/8% Senior Notes Due 2005

No. _______                                                         $_________

                                                           CUSIP No. ______


AMERICAN  STANDARD  INC.,  a Delaware  corporation  (herein  referred  to as the
"Issuer," which term includes any successor Person under the Indenture  referred
to on the  reverse  hereof),  for  value  received,  hereby  promises  to pay to
______________________________  or  registered  assigns  the  principal  sum  of
_______  Dollars on February  1, 2005 (the  "Stated  Maturity  Date") and to pay
interest  thereon from January 15, 1998 or from the most recent Interest Payment
Date to which  interest has been paid or duly  provided  for,  semi-annually  on
February  1 and  August 1 in each  year  (each,  an  "Interest  Payment  Date"),
commencing August 1, 1998, at the rate of 7 3/8% per annum,  until the principal
hereof is paid or duly  provided  for. The interest so payable,  and  punctually
paid or duly  provided  for, on any Interest  Payment Date will,  as provided in
such  Indenture,  be paid to the Holder in whose name this  Security  (or one or
more  Predecessor  Securities)  is  registered  at the close of  business on the
Regular  Record  Date for such  interest,  which  shall be January 15 or July 15
(whether  or not a  Business  Day),  as the case  may be,  next  preceding  such
Interest Payment Date at the office or agency of the Issuer  maintained for such
purpose;  provided,  however,  that such  interest may be paid,  at the Issuer's
option,  by  mailing a check to such  Holder  at its  registered  address  or by
transfer  of funds to an account  maintained  by such  Holder  within the United
States.  Any such  interest not so  punctually  paid or duly  provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this  Security  (or one or more  Predecessor
Securities)  is registered at the close of business on a Special Record Date for
the  payment  of such  Defaulted  Interest  to be fixed by the  Trustee,  notice
whereof  shall be given to Holders of Securities of this series not less than 10
days prior to such Special  Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities  exchange
on which the  Securities  of this series may be listed,  and upon such notice as
may be required by such  exchange,  all as more fully provided in the Indenture.
Interest  will be  computed  on the  basis of a 360-day  year of  twelve  30-day
months.

The  principal  of this  Security  payable  on the Stated  Maturity  Date or the
principal  of,  premium,  and  interest on this  Security  will be paid  against
presentation  of this Security at the office or agency of the Issuer  maintained
for that purpose in New York,  in such coin or currency of the United  States of
America as at the time of payment is legal  tender for the payment of public and
private debts.

Interest payable on this Security on any Interest Payment Date and on the Stated
Maturity  Date  will  include  interest  accrued  from  and  including  the next
preceding  Interest  Payment Date in respect of which  interest has been paid or
duly  provided for (or from and  including  January 15, 1998, if no interest has
been paid on this Security) to but excluding  such Interest  Payment Date or the
Stated  Maturity  Date, as the case may be. If any Interest  Payment Date or the
Stated  Maturity  Date  falls on a day that is not a  Business  Day,  as defined
below, principal, premium, and/or interest payable with respect to such Interest
Payment Date or Stated  Maturity  Date,  as the case may be, will be paid on the
next  succeeding  Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest  shall accrue on the amount so
payable  for the period  from and after  such  Interest  Payment  Date or Stated
Maturity  Date, as the case may be.  "Business  Day" means any day, other than a
Saturday or Sunday, on which banks in New York are not required or authorized by
law or executive order to close.

All payments of  principal,  premium,  and interest in respect of this  Security
will be made by the Issuer in immediately available funds.

Reference is hereby made to the further provisions of this Security set forth on
the reverse  hereof,  which further  provisions  shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual  signature of one of its authorized  signatories,  this Security shall
not be entitled to any benefit  under the  Indenture,  or be valid or obligatory
for any purpose.



<PAGE>


IN WITNESS  WHEREOF,  the Issuer has caused this  instrument to be duly executed
under its facsimile corporate seal.


Dated: ______________                                AMERICAN STANDARD INC.


                                                     By:           
                                                     Title:
Attest:



Assistant Secretary












TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

Dated:                              

THE BANK OF NEW YORK

as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

by                                          
   Authorized Signatory



<PAGE>


                              [Reverse of Security]

                             AMERICAN STANDARD INC.


This  Security is one of a duly  authorized  issue of  securities  of the Issuer
(herein called the "Securities"),  issued and to be issued in one or more series
under an Indenture, dated as of January 15, 1998 (herein called the "Indenture")
among the Issuer,  the Guarantor  and The Bank of New York,  as Trustee  (herein
called the  "Trustee,"  which term  includes  any  successor  trustee  under the
Indenture with respect to the series of which this Security is a part), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Issuer, the Trustee and the Holders of the Securities,  and of
the terms  upon  which the  Securities  are,  and are to be,  authenticated  and
delivered.  This  Security is one of the duly  authorized  series of  Securities
designated  on  the  face  hereof  (collectively,  the  "Securities"),  and  the
aggregate  principal  amount of the Securities to be issued under such series is
limited to $250,000,000 (except for Securities  authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Securities). All terms used
in this  Security  which are defined in the  Indenture  shall have the  meanings
assigned to them in the Indenture.

If an  Event of  Default,  as  defined  in the  Indenture,  shall  occur  and be
continuing,  the principal of the  Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

The  Indenture  permits,  with  certain  exceptions  as  therein  provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Guarantor and the rights of the Holders of the  Securities  under
the Indenture at any time by the Issuer,  the Guarantor and the Trustee with the
consent of the  Holders of not less than a majority of the  aggregate  principal
amount of all Securities  issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions  permitting the Holders
of not less than a majority of the aggregate principal amount of the Outstanding
Securities, on behalf of the Holders of all such Securities, to waive compliance
by the  Issuer and the  Guarantor  with  certain  provisions  of the  Indenture.
Furthermore,  provisions in the Indenture  permit the Holders of not less than a
majority  of the  aggregate  principal  amount,  in  certain  instances,  of the
Outstanding  Securities of any series to waive,  on behalf of all of the Holders
of  Securities  of such series,  certain past  defaults  under the Indenture and
their  consequences.  Any such consent or waiver by the Holder of this  Security
shall be conclusive  and binding upon such Holder and upon all future Holders of
this  Security and other  Securities  issued upon the  registration  of transfer
hereof or in exchange  hereafter or in lieu  hereof,  whether or not notation of
such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Issuer,  which is absolute
and  unconditional,  to pay the  principal of (and premium) and interest on this
Security  at the times,  places and rate,  and in the coin or  currency,  herein
prescribed.

As provided in the  Indenture  and  subject to certain  limitations  therein and
herein set forth,  the transfer of this Security is  registrable in the Security
Register of the Issuer upon  surrender  of this  Security  for  registration  of
transfer at the office or agency of the Issuer in any place where the  principal
of (and premium) and interest on this Security are payable, duly endorsed by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Issuer and the Security  Registrar duly executed by, the Holder hereof or by his
attorney duly  authorized in writing,  and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

As provided in the  Indenture  and  subject to certain  limitations  therein and
herein set forth,  this Security is exchangeable for a like aggregate  principal
amount of Securities of different authorized  denominations but otherwise having
the same terms and  conditions,  as requested by the Holder hereof  surrendering
the same.

The  Securities  of this series are  issuable  only in  registered  form without
coupons in denominations of $1,000 and any integral multiple thereof.

No  service  charge  shall be made  for any such  registration  of  transfer  or
exchange,  but the  Issuer  and  the  Guarantor  may  require  payment  of a sum
sufficient to cover any tax or other  governmental  charge payable in connection
therewith.

Prior to due  presentment  of this Security for  registration  of transfer,  the
Issuer,  the  Guarantor,  the Trustee and any agent of the Issuer or the Trustee
may treat the  Person in whose name this  Security  is  registered  as the owner
hereof for all purposes,  whether or not this  Security be overdue,  and neither
the  Issuer,  the  Trustee nor any such agent shall be affected by notice to the
contrary.

No recourse shall be had for the payment of the principal of or premium,  or the
interest  on this  Security,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or based on or in respect of the  Indenture  or any  indenture
supplemental thereto, against any past, present or future stockholder, employee,
officer, director, incorporator,  limited or general partner, as such, of the or
of any  successor,  either  directly  or through  the  Issuer or any  successor,
whether  by  virtue  of  any  constitution,  statute  or  rule  of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

The  Indenture  and  the  Securities  shall  be  governed  by and  construed  in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed  entirely in such State  without  regard to conflicts of law
principles thereof.



<PAGE>


ASSIGNMENT FORM

                  To assign this Securities, fill in the form below:

                  I or we assign and transfer this Security to


         
         (Print or type assignee's name, address and zip code)

        

         (Insert assignee's soc. sec. or tax I.D. No.)

         and irrevocably appoint                              agent to transfer
         this Security on the books of the Company.  The agent may substitute 
         another to act for him.


Date: ____________________ Your Signature: ____________________

Signature Guarantee: __________________________________

                       (Signature must be guaranteed)


Sign exactly as your name appears on the other side of this Security.


                          FORM OF NOTATION ON SECURITY
                  RELATING TO AMERICAN STANDARD COMPANIES INC.

                  The Guarantor has  unconditionally  guaranteed,  to the extent
set forth in the Indenture and subject to the provisions in the  Indenture,  the
due and punctual  payment and  performance  of the  obligations of the Issuer in
connection with the Indenture and each Series of Securities  issued  thereunder.
In case of the  failure  of the  Issuer  punctually  to perform or make any such
payment, the Guarantor hereby agrees to cause such payment and performance to be
made punctually.

                  The  obligations  of the  Guarantor  to the Holders and to the
Trustee  pursuant to the  Guarantee and the Indenture are expressly set forth in
Article  Twelve of the  Indenture  and reference is hereby made to the Indenture
for the precise terms of the Guarantee.  Capitalized  terms used and not defined
herein have the meanings ascribed thereto in the Indenture.

AMERICAN STANDARD COMPANIES INC.


By:                                                     
       Name:                                            
       Title:                                           


Attest:


By:                                                     
       Name:                                            
            [Assistant] Secretary


(Seal)