UNITED STATES
                                         SECURITIES AND EXCHANGE COMMISSION
                                                 WASHINGTON, 20549

                                                     FORM 10-K

[X]   Annual Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 For the Fiscal year ended December 31, 1994

[   ] Transition Report to Section 13 or 15(d) of the Securities Exchange Act of
      1934 For the transition period from                     to
                                     
                         Commission File Number 1-11415

                        AMERICAN STANDARD COMPANIES INC.
             (Exact name of registrant as specified in its charter)
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  DELAWARE                                                                        13-3465896
(State or other jurisdiction of                                                 (I.R.S. Employer
incorporation or organization)                                                Identification No.)
One Centennial Avenue, P.O. Box 6820, Piscataway, New Jersey                       08855-6820
(Address of principal executive office)                                           (Zip Code)
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Registrant's telephone number, including area code: (908) 980-6000
Securities registered pursuant to Section 12(b) of the Act:
  Title of each class              Name of each exchange on which registered 
 Common Stock, $.01 par value                    New York Stock Exchange, Inc.
    (and associated Common Stock Rights)

Securities registered pursuant to Section 12 (g) of the Act: None.

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.Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of  Registrant's  knowledge in definitive  proxy or information  statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. (Not applicable;  the Common Stock was first registered as a class of
securities  pursuant to Section 12(b) of the Securities  Exchange Act of 1934 on
February 2, 1995.)

The  aggregate  market  value  of  the  voting  stock  (Common  Stock)  held  by
non-affiliates  of the Registrant as of the close of business on March 10 , 1995
was $628,233,963  based on the closing sale price of the common stock on the New
York Stock Exchange consolidated tape on that date.

Number of  shares  outstanding  of each of the  Registrant's  classes  of Common
Stock, as of the close of business on March 10, 1995:

  Common Stock, $.01 par value                               76,044,757  Shares


Documents incorporated by reference:                 Part of the Form 10-K into
  Document (Portions only)                       which document is incorporated.
Annual Report to Stockholders for the year                   Parts I, II and IV
ended December 31, 1994

Definitive Proxy Statement dated March 27,
1995 for use in connection with the Annual Meeting
of Stockholders to be held on May 4 , 1995                            Part III
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                                                 TABLE OF CONTENTS

                                                                                 Page
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                                                       PART I

Item 1.         Business.                                                          1
Item 2.         Properties.                                                       15
Item 3.         Legal Proceedings.                                                16
Item 4.         Submission of Matters to a Vote of Security Holders.              17
                Executive Officers of the Registrant.                             18

                                                      PART II

Item 5.         Market for the Registrant's Common Equity and Related
                   Stockholder Matters.                                           21
Item 6.         Selected Financial Data.                                          22
Item 7.         Management's Discussion and Analysis of Financial Condition
                    and Results of  Operations.                                   23
Item 8.         Financial Statements and Supplementary Data.                      23
Item 9.         Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure.                          23


                                                      PART III

Item 10.        Directors and Executive Officers of the Registrant.               24
Item 11.        Executive Compensation.                                           24
Item 12.        Security Ownership of Certain Beneficial Owners and Management.   24
Item 13.        Certain Relationships and Related Transactions.                   24


                                                      PART IV

Item 14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K.  25
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                                                    PART I


ITEM 1.   BUSINESS

 American Standard Companies Inc. (the "Company") is a Delaware corporation that
has as its only significant  asset all the outstanding  common stock of American
Standard Inc., a Delaware corporation  ("American Standard Inc.").  Hereinafter,
"American  Standard"  or "the  Company"  will  refer to the  Company,  or to the
Company and American Standard Inc.,  including its subsidiaries,  as the context
requires.  The Company was formed in 1988 by Kelso & Company,  L.P. ("Kelso") to
effect the acquisition (the "Acquisition") of American Standard Inc. The Company
changed its name from ASI Holding  Corporation  to American  Standard  Companies
Inc. in November 1994. In the first quarter of 1995 the Company sold  15,112,300
shares of its common stock at $20 per share in an initial  public  offering (the
"Offering"), which yielded net proceeds of approximately $282 million which were
used to reduce indebtedness.

American  Standard  is  a   globally-oriented   manufacturer  of  high  quality,
brand-name products in three major product groups: air conditioning systems (56%
of 1994 sales);  bathroom and kitchen fixtures and fittings (27% of 1994 sales);
and braking control systems for medium-sized and heavy trucks,  buses,  trailers
and utility vehicles (17% of 1994 sales).  American  Standard is a market leader
in each of these business segments in the principal geographic areas in which it
competes.  The Company's brand names include  TRANE(R) and  AMERICAN-STANDARD(R)
for  air  conditioning  systems,  AMERICAN-STANDARD(R),   IDEAL-STANDARD(R)  and
STANDARD(R) for plumbing  products and WABCO(R) for braking and related systems.
The  Company   emphasizes   technologically   advanced   products  such  as  air
conditioning   systems   that   utilize    energy-efficient    compressors   and
environmentally-preferred   refrigerants,  water-saving  plumbing  products  and
commercial  vehicle  braking and related  systems  (including  antilock  braking
systems, "ABS") that utilize electronic controls. At December 31, 1994, American
Standard had 94 manufacturing facilities in 32 countries.


Overview of Business Segments

 American Standard operates three business segments:  Air Conditioning Products,
Plumbing  Products  and  Automotive  Products  (formerly  named   Transportation
Products).

 Air Conditioning Products.  American Standard is a leading U.S. manufacturer of
air  conditioning   systems  for  both  domestic  and  export  sales,  and  also
manufactures   air   conditioning   systems  outside  the  United  States.   Air
Conditioning Products manufactures "applied" (custom engineered, site-assembled)
and "unitary" (self-contained,  factory-assembled) air conditioning systems that
are sold  primarily  under the  TRANE(R) and AMERICAN  STANDARD(R)  names.  Over
one-half of Air  Conditioning  Products'  sales in 1994 was in the  replacement,
renovation  and  repair  markets  which  have  been less  cyclical  than the new
residential and commercial  construction  markets.  Air  Conditioning  Products'
sales in these periods to the commercial  and  residential  markets  represented
approximately  75% and 25%,  respectively,  of Air Conditioning  Products' total
sales. Management believes that Air Conditioning Products is well positioned for
growth because of its high quality,  brand-name  products,  significant existing
market  shares,  the  introduction  of new product  features  such as electronic
controls,  the  expansion of its broad  distribution  network and  conversion to
environmentally-preferred refrigerants.


 Plumbing Products.  American Standard is a leading manufacturer in Europe and a
number of other countries of bathroom and kitchen  fixtures and fittings for the
residential  and  commercial  construction  markets and retail  sales  channels.
Plumbing   Products   manufactures   and  distributes  its  products  under  the
AMERICAN-STANDARD(R),   IDEAL-STANDARD(R)  and  STANDARD(R)  names.   Management
believes that Plumbing  Products is well  positioned  for growth due to the high
quality of its  brand-name  products,  significant  existing  market shares in a
number of countries  and the  expansion  of existing  operations  in  developing
market areas  throughout the world  (principally the Far East, Latin America and
Eastern Europe).

 Automotive Products.  Automotive Products is a leading manufacturer,  primarily
in Europe and  Brazil,  of brake and  related  systems  for the  commercial  and
utility  vehicle  industry.  Its most important  products are pneumatic  braking
systems and related  electronic and other control  systems  (including  antilock
braking  systems)  marketed  under the WABCO(R) name for  medium-size  and heavy
trucks,  tractors,  buses,  trailers  and utility  vehicles.  American  Standard
supplies vehicle  manufacturers such as Mercedes-Benz,  Volvo, Iveco (Fiat), RVI
(Renault)  and Rover.  Management  believes  that  Automotive  Products  is well
positioned to benefit from improved  market  conditions in Europe and Brazil and
increasing  demand in a number of markets  (including  the U.S.  commercial  and
utility  vehicle  markets) for ABS and other  sophisticated  electronic  control
systems,  as well as from the  technological  advances embodied in the Company's
products and its close relationships with a number of vehicle manufacturers.

Strategy

  Globalization

 American  Standard has historically had a significant  global presence.  One of
its major  strategic  objectives is to continue to expand that presence  through
the growth of existing  operations  and the  establishment  of new operations in
developing  market areas in the Far East, Latin America and Eastern Europe.  The
Company often uses joint  ventures  with local  manufacturing  and  distribution
partners to facilitate risk sharing and to allow the Company to benefit from the
additional expertise of local market participants.

 Air Conditioning Products plans to continue to expand its operations in the Far
East, Latin America and Europe.  It has recently  established a joint venture in
Australia and is  establishing  joint ventures in the Peoples  Republic of China
("PRC").  Air Conditioning  Products also recently  expanded its sales forces in
the Far East and Latin America.

 Plumbing Products entered new markets through joint ventures in Eastern Europe,
Spain and Portugal and is  continuing  to expand using this  approach.  Plumbing
Products  is  significantly  expanding  its  operations  in the PRC  through its
affiliate,  A-S China Plumbing  Products  Limited  ("ASPPL"),  to which American
Standard is obligated to contribute $10 million and has contributed an operation
valued at $20 million for an initial  ownership  position of 27% with  effective
control over day-to-day operations.  In April 1994, ASPPL received other capital
commitments  of $82.5  million.  As of December 31,  1994,  ASPPL had drawn down
approximately $6.7 million of American Standard's $10 million capital commitment
and approximately $55 million of the capital commitments of its other investors.
ASPPL is expanding its operations to Beijing, Tianjin, Shanghai and Guangzhou in
order to  provide  a full  product  line of  fixtures,  fittings,  and  bathtubs
throughout the PRC market.  ASPPL has entered into six joint ventures with local
business concerns which, together with one wholly-owned operation, have received
business  licenses  from  Chinese  government  authorities.  These  include  two
chinaware  manufacturing  facilities  currently under construction,  an existing
chinaware  manufacturing  facility  being  expanded and two  operating  fittings
plants and two operating steel tub factories.  The Company's  ownership interest
in ASPPL is expected  to increase  over time to up to 51% of the equity of ASPPL
through  reinvestment  of royalties and  management  fees and may increase above
that level through additional stock purchases.

 Automotive Products,  headquartered in Europe, has recently acquired a business
in Spain,  is in the  process  of  establishing  joint  ventures  in the PRC and
Eastern  Europe and plans to expand its existing joint ventures in Japan and the
United States.

  Demand Flow Technology

 To build on its position as a leader in each of its  industries and to increase
sales and operating income, American Standard began in 1990 to apply Demand Flow
methods to all its businesses.  Under Demand Flow,  products are produced as and
when  required by the  customer,  the  production  process is  streamlined,  and
quality control is integrated into each step of the manufacturing  process.  The
benefits of Demand Flow include better  customer  service,  quicker  response to
changing market needs, improved quality control, higher productivity,  increased
inventory  turnover  rates and  reduced  requirements  for  working  capital and
manufacturing and warehouse space.

 As part of American  Standard's  strategy to integrate  Demand Flow into all of
its operations,  over 75% of American Standard's  approximately 38,000 employees
worldwide  had been trained in Demand Flow as of December 31, 1994.  Demand Flow
has been  implemented in  substantially  all of American  Standard's  production
facilities.  In addition,  American Standard is implementing Demand Flow methods
in its acquired operations such as Perrot, a German brake manufacturer  acquired
in  January  1994.   American   Standard  is  also   applying   Demand  Flow  to
administrative  functions and is re-engineering its organizational  structure to
manage its businesses based on processes instead of functions.

 American Standard  believes that its  implementation of Demand Flow methods has
achieved significant  benefits.  Product cycle time (the time from the beginning
of the  manufacturing  of a product to its  completion) has been reduced and, on
average,  inventory turnover rates have almost tripled.  Principally as a result
of the  implementation  of  Demand  Flow,  American  Standard  has  achieved  an
aggregate  $264 million  reduction in  inventories  from December 31, 1989 while
sales have grown 34% for the same period.  American  Standard  further  believes
that as a result of the introduction of Demand Flow,  employee  productivity has
risen  significantly,  customer  service  has  improved  and,  without  reducing
production  capacity,  the Company has been able to free more than three million
square feet of manufacturing and warehouse space, allowing for expansion,  plant
consolidation or other uses.

Air Conditioning Products Segment

 Air Conditioning Products began with the 1984 acquisition by the Company of The
Trane Company, a manufacturer and distributor of air conditioning products since
1913.  Air  conditioning  products  are sold  primarily  under the  TRANE(R) and
AMERICAN-STANDARD(R)  names. In 1994 Air Conditioning Products, with revenues of
$2,480 million,  accounted for  approximately 56% of the Company's sales and 51%
of its operating income. Air Conditioning  Products derived approximately 16% of
its sales in 1994 from  operations  outside the United States and over half from
the  replacement,  renovation  and repair  markets,  which in  general  are less
cyclical than the new residential and commercial construction markets.

 Air Conditioning  Products manufactures three general types of air conditioning
systems.  The  first,  called  "unitary,"  which  is sold  for  residential  and
commercial applications,  is a factory-assembled central air conditioning system
which generally encloses in one or two units all the components to cool or heat,
clean,  dehumidify or humidify,  and move air. The second,  called "applied," is
typically  custom-engineered  for commercial use and involves field installation
of several different components of the air conditioning system. Trane is a world
leader in both unitary and applied air  conditioning  products.  The third type,
called "mini-split," is a small unitary air conditioning  system,  generally for
residential use, which operates  without air ducts.  Air  Conditioning  Products
manufactures and distributes  mini-split  units  principally in the Far East and
Europe.

 Product and marketing programs have been, and are being,  developed to increase
penetration in the growing  replacement,  repair, and servicing  businesses,  in
which  margins  are  higher  than on sales of  original  equipment.  Much of the
equipment sold in the fast-growing  air  conditioning  markets of the 1960's and
1970's is  reaching  the end of its useful  life.  Also,  equipment  sold in the
1980's  is  likely  to  be  replaced  earlier  than  originally   expected  with
higher-efficiency  products  recently  developed  to  meet  required  efficiency
standards  and to capitalize on the  availability  of  environmentally-preferred
refrigerants.

 In May 1994 a subsidiary of the Company,  Standard  Compressors Inc., concluded
the final  arrangements for a partnership formed in December 1993 with Heatcraft
Technologies  Inc.,  a  subsidiary  of  Lennox   International   Inc.,  for  the
manufacture  of  compressors  for  use in  air  conditioning  and  refrigeration
equipment.  Each partner has a 50% interest in the partnership,  called Alliance
Compressors,  which initially will  manufacture  reciprocating  compressors in a
section of the Company's  existing facility in Tyler,  Texas.  Construction of a
new facility in  Natchitoches,  Louisiana,  for the  manufacture of a new scroll
compressor  being developed for use primarily in residential air conditioners is
expected to begin in 1995,  with startup  scheduled for 1996. In connection with
this arrangement,  American Standard received $22.5 million, of which $8 million
was  for  assets   transferred  and  $14.5  million  for  an  initial  preferred
distribution.  American  Standard  will receive two  additional  payments of $10
million  each,   dependent  upon  achieving   technological   and  manufacturing
milestones in the development of the new scroll compressor.

 Many of the products  manufactured by Air  Conditioning  Products utilize HCFCs
and in the past utilized CFCs as  refrigerants.  Various  federal and state laws
and  regulations,  principally  the 1990 Clean Air Act  Amendments,  require the
eventual phase-out of the production and use of these chemicals because of their
possible  deleterious  effect on the earth's  ozone  layer if released  into the
atmosphere.  Phase-in of substitute  refrigerants  will require  replacement  or
modification of much of the air conditioning equipment already installed,  which
management  believes  has created a new market  opportunity.  In order to ensure
that the Company's products will be compatible with the substitute refrigerants,
Air Conditioning  Products has been working closely with the manufacturers  that
are  developing  substitutes  for  those  refrigerants  being  phased  out.  Air
Conditioning  Products  has  incurred  and will  continue to incur  research and
development  costs  in  this  effort.   These  costs  and  the  substitution  of
alternative  refrigerants  are not expected to have a material adverse impact on
Air Conditioning Products. See "General-Regulations and Environmental Matters."

Various  federal and state  statutes,  including the National  Appliance  Energy
Conservation  Act of 1987, as amended,  impose energy  efficiency  standards for
certain of the Company's unitary air conditioning products. Although the Company
has been able to meet or exceed such  standards to date,  stricter  standards in
the future  could  require  substantial  research  and  development  expense and
capital expenditures to maintain compliance.


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 At December 31, 1994 Air Conditioning Products had 28 manufacturing plants in 8
countries, employing approximately 16,000 people.

     Air  Conditioning  Products  comprises  three  operating  groups:   Unitary
Products, North American Commercial, and International.

  Unitary Products Group

 Unitary  Products,  which accounted for  approximately  42% of Air Conditioning
Products' 1994 sales,  manufactures and distributes  products for commercial and
residential  unitary  applications in the United States. This group benefits the
most from the growth of the  replacement  market for  residential and commercial
air  conditioning  systems.  Other major  suppliers  in the  unitary  market are
Carrier, Intercity Products, Rheem, and Lennox.

 Commercial  unitary products range from 2 to 120 tons and include  combinations
of   air   conditioners,    heat   pumps,   and   gas   furnaces,   along   with
variable-air-volume   equipment  and   integrated   control   systems.   Typical
applications  are  in  retail  stores,  small-to-medium-size  office  buildings,
manufacturing  plants,  restaurants,  and commercial buildings located in office
parks and strip  malls.  These  products are sold  through 81  commercial  sales
offices in 121 locations.  Residential  central air conditioning  products range
from 1 to 5 tons  and  include  air  conditioners,  heat  pumps,  air  handlers,
furnaces,  and coils.  These  products  are sold through  independent  wholesale
distributors  and  Company-owned  sales offices in over 250 locations to dealers
and contractors who sell and install the equipment.

 During 1994 the Unitary  Products  Group  successfully  introduced  several new
products,   including   a  new  line  of  outdoor   condensing   units  for  the
AMERICAN-STANDARD(R)  brand;  a new furnace  line;  micro-electronic  controlled
large rooftop units; rooftop units with special features that appeal to national
accounts; and a large rooftop line (27.5 tons to 50 tons).

 The Company  also markets an  AMERICAN-STANDARD(R)  brand name product to serve
distributors  who typically carry other products in addition to air conditioning
products.

  North American Commercial Group

 North American  Commercial  Group  (formerly named  Commercial  Systems Group),
which accounted for approximately 37% of Air Conditioning  Products' 1994 sales,
manufactures and distributes  products in the United States for sale in the U.S.
and Canada for air conditioning  applications in larger commercial,  industrial,
and  institutional  buildings.  Other major suppliers of commercial  systems are
Carrier, York, and McQuay.

North  American  Commercial  Group  distributes  its products  through 100 sales
offices.  Thirty of these offices are  Company-owned  and 70 are franchised.  In
1993 the Company acquired the franchises in New York City; Birmingham,  Alabama;
and Columbia,  South Carolina. In 1994 the Company acquired the Toronto, Canada,
and St. Louis,  Missouri offices.  In 1995 the Company acquired the Albany,  New
York  office and expects to continue  to acquire  major sales  offices  from its
franchisees.

 Over  the last  few  years  the  North  American  Commercial  Group  has  added
additional  aftermarket  business  activities,  such as emergency rentals of air
conditioning  equipment.  Also,  the  group  has  expanded  its line to  include
components for converting  installed  centrifugal  chiller  products to use more
environmentally-preferred refrigerants.

 During  1993 and 1994  the  Company  successfully  introduced  a number  of new
products such as the high-efficiency  centrifugal  chiller,  expanded air cooled
series R chiller line,  and the new fan coil line.  Integrated  Comfort  Systems
continue to grow as a percentage of total sales.  Indoor air quality is emerging
as a significant  new  application  to be served by the  Company's  products and
services.

  International Group

 The  International   Group,  which  accounted  for  approximately  21%  of  Air
Conditioning Products' 1994 sales,  manufactures applied and unitary products in
foreign facilities  operated by subsidiaries and joint ventures and exports many
of the products  manufactured  in the United States by the Unitary  Products and
North American Commercial Groups.

 Air  Conditioning  Products  expects to continue the  expansion of its presence
outside the U.S. In France, in addition to its plants in Epinal and Charmes, the
group  opened a plant in late 1991 in  Mirecourt  to build  mini-splits  and air
moving products known as fan coils  utilizing  Demand Flow  technology.  The fan
coil line is tailored to the European  market,  and the mini-split  products are
being sold in Europe,  the Middle East and the Far East. An operation was opened
in 1992 in Colchester,  U.K., to provide large air handling products to the U.K.
Like the  North  American  Commercial  Group,  the  International  Group  has an
extensive  network  of  sales  and  service  agencies,  both  Company-owned  and
franchised,  to provide  maintenance  and  warranty  service  for its  equipment
installed  around  the  world.  In  1992 a  joint  venture  in  Egypt  commenced
operations.

 The Company has increased  its presence in Asia by expanding its  operations in
Malaysia,  purchasing an air conditioning manufacturing and distribution firm in
Taiwan in 1990,  and entering  into a sales and  manufacturing  joint venture in
Thailand in 1991.  The  Company  has  recently  established  a joint  venture in
Australia  and is  establishing  joint  ventures  in the PRC. An  important  new
product  for the  Far  East  markets,  which  went  into  production  in 1992 in
Malaysia,  is a double-walled  air handler  designed for ease of manufacture and
compatibility with the Demand Flow process.

Plumbing Products Segment

 Plumbing  Products  manufactures and distributes  bathroom and kitchen fixtures
and fittings primarily under the  IDEAL-STANDARD(R),  AMERICAN-STANDARD(R),  and
STANDARD(R) names. In 1994 Plumbing  Products,  with revenues of $1,218 million,
accounted  for 27 % of the  Company's  sales and 31 % of its  operating  income.
Plumbing  Products  derived  approximately  73 % of its total  1994  sales  from
operations outside the United States.

 Approximately  53% of Plumbing  Products'  sales  consists  of  vitreous  china
fixtures,  26% consists of fittings  (typically brass), 7% consists of bathtubs,
and the remainder  consists of related plumbing  products.  Throughout the world
these  products are generally  sold through  wholesalers  and  distributors  and
installed by plumbers and  contractors.  In the United  States sales through the
retail  channel have  continued to grow and accounted for  approximately  24% of
U.S. Plumbing  Products' sales in 1994. In total the residential market accounts
for  approximately  75% of Plumbing  Products'  sales,  with the  commercial and
industrial markets providing the remaining 25%.

 Plumbing Products operates through three primary  geographic  groups:  European
Plumbing  Products,  the Americas Group  (comprising U.S.  Plumbing Products and
Americas  International),  and the Far East Group.  Plumbing  Products' fittings
operations  are organized as the  Worldwide  Fittings  Group,  which has primary
responsibility  for faucet  technology,  product  development and manufacturing,
with  manufacturing  facilities  in  Europe,  the U.S.,  and  Mexico.  Worldwide
Fittings  sales  and  operating  results  are  reported  in  the  three  primary
geographic groups within which it operates.

 European Plumbing Products, which sells products primarily under the brand name
IDEAL-STANDARD(R),  manufactures  and distributes  bathroom and kitchen fixtures
and fittings through  subsidiaries or joint ventures in Germany,  Italy, France,
England,  Greece, the Czech Republic,  Bulgaria,  Spain, Portugal, and Egypt. In
1991 the Company purchased 32% of Etablissements Porcher ("Porcher"),  a leading
French  manufacturer  and  distributor of plumbing  products with  manufacturing
facilities for ceramic fixtures, cast iron and acrylic bathtubs, brass fittings,
and plastic  components in seven locations and with  company-owned  distribution
outlets throughout France.

 U.S. Plumbing manufactures bathroom and kitchen fixtures and fittings,  selling
under the brand names AMERICAN-STANDARD(R) and STANDARD(R) in the United States.
Americas International  manufactures bathroom and kitchen fixtures and fittings,
selling   under   the   names   AMERICAN-STANDARD(R),   IDEAL-STANDARD(R),   and
STANDARD(R),  through its wholly owned operations in Mexico,  Canada, and Brazil
and its majority-owned subsidiaries in Central America.

 The Far East Group  manufactures  bathroom and kitchen  fixtures and  fittings,
selling under the names AMERICAN-STANDARD(R), IDEAL-STANDARD(R), and STANDARD(R)
through  its  wholly  owned  operations  in  South  Korea,  its   majority-owned
operations in Thailand and the Philippines,  and its manufacturing joint venture
in Indonesia and is  developing a new joint  venture in Vietnam.  The Company is
also significantly expanding its operations in the PRC. See - "Globalization".

 The market for the Company's  plumbing products is divided into the replacement
and remodeling  market and the new  construction  market.  The  replacement  and
remodeling  market accounts for about 60% of the European and U.S. groups' sales
but  only  about  40%  of the  sales  of the  Far  East  group,  for  which  new
construction is more important.  In the United States and Europe the replacement
and  remodeling   market  has  historically   been  more  stable  than  the  new
construction  market and has shown moderate  growth over the past several years.
In 1994 the new  construction  market in Europe continued a recovery which began
in some countries in 1993 after  declining  generally for several years.  In the
U.S. the new  construction  market hit its recent low in early 1991 but had some
recovery  through  1994.  The new  construction  market,  in which  the  product
selection  is made by builders or  contractors,  is more  price-competitive  and
volume-oriented  than the replacement and remodeling  market. In the replacement
and remodeling  market consumers make the model selection and,  therefore,  this
market is more  responsive  to quality  and  design  than  price,  making it the
principal market for higher-margin luxury products. Although management believes
it must  continue  to offer a full line of  fixtures  and  fittings  in order to
support its distribution system, Plumbing Products' current strategy is to focus
on  increasing  its sales of  higher-margin  products  in the  middle  and upper
segments of both the remodeling and new construction markets.

 Plumbing  Products  also has  continued  its programs to expand its presence in
high-quality  showrooms  and  showplaces  featuring its  higher-end  products in
certain major  countries.  These  programs,  along with expanded  sales training
activities,  have  enhanced the image of the  Company's  products  with interior
designers, decorators, consumers and plumbers.

 In the United  States a Retail  Division has been  established  to focus on the
unique needs of the growing  mass retail home center  industry,  using  products
sourced from several of the Company's  manufacturing  locations  throughout  the
Americas.  This market channel accounted for about 24% of U.S.  Plumbings' sales
in 1994, and this proportion is expected to grow.

 In an  effort to  capture  a larger  share of the  replacement  and  remodeling
market,  over the last few years  Plumbing  Products has introduced a variety of
new products  designed to suit  customer  tastes in  particular  countries.  New
offerings  include  additional  colors  and  ensembles,   bathroom  suites  from
internationally known designers, and electronically  controlled products. Faucet
technology  is  centered on  anti-leak,  anti-scald  and other  features to meet
emerging consumer and legislative requirements.

 Water-saving fixtures and fittings have been a major focus of Plumbing Products
for the past several  years,  particularly  in light of recent  water  shortages
experienced  in a number of areas of the U.S.  The Company  produces  one of the
most extensive  lines of water-saving  fixtures  available in the United States.
Manufacture of water-saving  toilets was mandated for residential use by federal
law commencing in January 1994 and for commercial use in January 1997.

 Many of the Company's  bathtubs are made from a proprietary  porcelain on metal
composite,  AMERICAST(R),  which has gained an increasing share of the worldwide
market.  Products made from the composite  AMERICAST(R)  have the  durability of
cast iron with only  one-half  the  weight  and are  characterized  by  improved
resistance to breaking and chipping.  AMERICAST(R)  products are easier to ship,
handle and install and are less  expensive to produce  than cast iron  products.
Use  of  this  advanced  composite  was  extended  to  kitchen  sinks,  bathroom
lavatories and acrylic surfaced products during 1991 and 1992.

 At December 31, 1994,  Plumbing Products employed  approximately  16,200 people
and,  including  affiliated  companies,   had  52  manufacturing  plants  in  22
countries.

 In the U.S.  Plumbing  Products has several  important  competitors,  including
Kohler Company and Masco  Corporation in selected product lines.  There are also
important   competitors  in  foreign  markets,   for  the  most  part  operating
nationally. Friederich Grohe GmbH, the major manufacturer of fittings in Europe,
is a pan-European competitor.  In Europe Villeroy Boch and Sanitec are the major
fixtures competitors, and in the Far East Toto is the major competitor.

Automotive Products Segment

 Automotive  Products  manufactures  air  brake  and  related  systems  for  the
commercial  vehicle industry in Europe and Brazil and markets under the WABCO(R)
name. Automotive Products' most important products are pneumatic braking systems
and related electronic control and other systems and components  (including ABS)
for  medium-size  and  heavy  trucks,  tractors,  buses,  trailers  and  utility
vehicles. In 1994 Automotive Products, with sales of $759 million, accounted for
17 % of the  Company's  sales  and  17% of its  operating  income.  The  Company
believes that  Automotive  Products is a worldwide  technological  leader in the
heavy truck and bus braking industry.  Electronic controls,  first introduced in
ABS in the early 1980's,  are increasingly  applied in other systems sold to the
commercial vehicle industry.

 The  Company's  Automotive  products are sold directly to vehicle and component
manufacturers.   Spare  parts  are  sold   through   both   original   equipment
manufacturers and an independent distribution network.  Although the business is
not dependent on a single or related group of customers,  sales of truck braking
systems are  dependent  on the demand for heavy  trucks.  Some of the  Company's
important  customers are  Mercedes-Benz,  Volvo, Iveco (Fiat), RVI (Renault) and
Rover. Principal competitors are Knorr, Robert Bosch, and Bendix.

 The European market for new trucks,  buses,  trailers,  and  replacement  parts
recovered strongly in 1994 after significant declines in 1992 and 1993. European
legislation  mandating  the phase-in of ABS beginning in 1991 has had a positive
impact on sales and is  expected  to  continue  to do so. The  Brazilian  market
continued its recovery which began in 1993 after declining in 1992.

 The WABCO(R) ABS system,  which the Company believes leads the market, has been
installed in approximately  726,000 heavy trucks,  buses, and trailers worldwide
since 1981. Annual sales volume in Europe has significantly  increased in recent
years to  approximately  132,000  units in 1994 and to 44,000 units  annually in
other markets,  primarily the United States and Japan.  In addition,  Automotive
Products  has  developed  electronically   controlled  pneumatic  gear  shifting
systems,   electronically  controlled  air  suspension  systems,  and  automatic
climate-control  and door-control  systems for the commercial  vehicle industry.
These  systems  have  resulted  in  greater  sales per  vehicle  for  Automotive
Products.  Significant progress was made in recent years in market acceptance of
electronically  controlled  systems.  New  products  under  development  are  an
advanced electronic braking system and additional  electronic drive line control
systems.  In addition,  Automotive  Products has  developed and  implemented  an
electronic data interchange  system,  which links certain customers  directly to
Automotive Products' information systems, providing timely, accurate information
and just-in-time delivery to the customer.

 Automotive Products and affiliated  companies have 14 manufacturing  facilities
and 7 sales  organizations  operating in 17 countries.  Principal  manufacturing
operations are in Germany,  France, the United Kingdom,  and Brazil.  Automotive
Products has joint  ventures in the United  States with  Rockwell  International
(Rockwell  WABCO),  in Japan with Sanwa  Seiki  (SANWAB),  and in India with TVS
Group (Clayton Sundaram). There is also a licensee in the PRC.

 In January  1994 the Company  acquired  Perrot,  a German  brake  manufacturer.
Through  this  acquisition  the  Company  will be able to offer  complete  brake
systems for trucks, buses and trailers,  especially in the important and growing
air-disc brake business.

     Since 1991 ABS for commercial  vehicles has been gaining  acceptance in the
United States and Japan,  where  Automotive  Products  participates  through its
joint venture  operations.  Rockwell WABCO is now a supplier of WABCO systems to
Freightliner,   Mack,   Volvo-GM,   Kenworth,   Peterbilt   and  other   vehicle
manufacturers  in North  America.  SANWAB  supplies  Hino,  Nissan  and  trailer
manufacturers in Japan. In most European countries, ABS has become mandatory for
commercial  vehicles.  In March 1955,  the U.S.  Department  of  Transportation,
National   Highway  Traffic  Safety   Administration   adopted  amended  federal
regulations  which  require that new medium and heavy  vehicles be equipped with
antilock brake systems (ABS). These amended regulations will be phased in over a
two-year period beginning in March 1997.  Automotive  Products  believes it is a
good position to take advantage of this opportunity.

 At December 31, 1994, Automotive Products employed approximately 5,600 people.

Information  concerning  revenues and operating profit and loss  attributable to
each of the Company's business segments and geographic areas is set forth in the
Company's  1994 Annual  Report to  Stockholders  on pages 10 though 14 under the
caption entitled "Management's Discussion and Analysis" and on page 36 under the
caption entitled "Segment Data" which are incorporated herein by reference,  and
information  concerning  identifiable  assets of each of the Company's  business
segments  is set  forth  on page  37 of the  Company's  1994  Annual  Report  to
Stockholders  under the caption entitled  "Segment Data",  which is incorporated
herein by reference.

General

  Raw Materials

 The Company purchases a broad range of materials and components  throughout the
world in  connection  with its  manufacturing  activities.  Major items  include
steel, copper tubing, aluminum,  ferrous and nonferrous castings, clays, motors,
and electronics.  The ability of the Company's suppliers to meet performance and
quality  specifications  and delivery  schedules is important to its operations.
The Company is working  closely with its  suppliers  to integrate  them into the
Demand Flow  manufacturing  process by developing with them just-in-time  supply
delivery schedules to coordinate with the Company's customer demand and delivery
schedules.  The Company  expects this closer working  relationship  to result in
better control of inventory  quantities  and quality and lower related  overhead
and  working  capital  costs.   The  energy  and  materials   required  for  its
manufacturing  operations have been readily available,  and the Company does not
foresee any significant shortages.

  Patents, Licenses and Trademarks

 The Company's  operations are not dependent to any significant  extent upon any
single or related group of patents,  licenses,  franchises or  concessions.  The
Company's operations also are not dependent upon any single trademark,  although
some  trademarks  are  identified  with a number of the  Company's  products and
services and are of  importance  in the sale and  marketing of such products and
services. Some of the more important of the Company's trademarks are:

     Business Segment                        Trademark

        Air Conditioning Products       TRANE(R)
                                        AMERICAN-STANDARD(R)
        Plumbing Products               AMERICAN-STANDARD(R)
                                        IDEAL-STANDARD(R)
                                        STANDARD(R)
        Automotive Products             WABCO(R)
                                        WABCO WESTINGHOUSE(R)
                                        CLAYTON DEWANDRE
                                        PERROT

 The Company from time to time has granted patent  licenses to, and has licensed
technology from, other parties.

  Research and Product Development

The Company made expenditures of $118 million in 1994, $110 million in 1993, and
$110  million in 1992 for  research  and  product  development  and for  product
engineering. The expenditures for research and product development only were $39
million in 1994,  $43 million in 1993 and $40 million in 1992 and were  incurred
primarily by  Automotive  Products  and Air  Conditioning  Products.  Automotive
Products,  which  expended  the  largest  amount,  has  conducted  research  and
development in recent years on advanced  electronic braking systems,  heavy-duty
disc brake systems,  and additional  electronic  control  systems for commercial
vehicles. Air Conditioning Products' research and development  expenditures were
primarily  related  to  alternative,   environmentally-preferred   refrigerants,
compressors,  heat  transfer  surfaces,  air  flow  technology,   acoustics  and
micro-electronic  controls.  Any amount spent on customer sponsored research and
development  activities in these periods was  insignificant.  Computer  software
product development costs capitalized amounted to $2 million in each of 1994 and
1993.

  Regulations and Environmental Matters

 The  Company's  U.S.  operations  are  subject  to  federal,  state  and  local
environmental  laws and regulations that impose  limitations on the discharge of
pollutants  into  the  air,  water  and soil  and  establish  standards  for the
treatment,  storage and disposal of solid and hazardous  wastes. A number of the
Company's plants are in the process of making changes or modifications to comply
with  such laws and  regulations  as well as  undertaking  response  actions  to
address soil and groundwater issues at certain of its facilities. The Company is
a party  to a number  of  remedial  actions  under  various  federal  and  state
environmental  laws and regulations  that impose liability on companies to clean
up, or contribute to the cost of cleaning up, sites at which hazardous wastes or
materials  were disposed or released,  including  approximately  30  proceedings
under the Comprehensive  Environmental Response,  Compensation and Liability Act
and similar  state  statutes  in which the Company has been named a  potentially
responsible  party  or  a  third  party  by  a  potentially  responsible  party.
Expenditures  in 1992,  1993 and 1994 to evaluate and remediate  such sites were
not  material.   On  the  basis  of  the  Company's  historical  experience  and
information  currently available,  the Company believes that these environmental
actions  will not have a material  adverse  effect on its  financial  condition,
results of operations or liquidity.

 Additional sites may be identified for environmental remediation in the future,
including properties  previously  transferred by the Company and with respect to
which the Company may have contractual indemnification  obligations. The Company
cannot  estimate  at this  time the  ultimate  aggregate  costs of all  remedial
actions because of (a)  uncertainties  surrounding the nature and application of
environmental   regulations,   (b)  the  Company's  lack  of  information  about
additional sites at which it may be listed as a potentially  responsible  party,
(c) the level of clean-up  that may be  required  at specific  sites and choices
concerning the technologies to be applied in corrective actions,  (d) the number
of contributors  and the financial  capacity of others to contribute to the cost
of remediation at specific sites and (e) the time periods over which remediation
may occur.

 On May 31,  1994,  the  Company's  Salem,  Ohio plant  received  a Request  for
Information Pursuant to the Clean Air Act from the U.S. Environmental Protection
Agency (Region 5). This request was fully complied with by July 22, 1994. During
the  development  of the response,  American  Standard  noted several  questions
concerning  the  status of certain  air  sources.  On August 2,  1994,  American
Standard Inc. proposed to enter a consensual "Findings and Orders" with the Ohio
Environmental  Protection  Agency to resolve these questions.  The potential for
and amount of any penalties is uncertain.  However,  the Company does not expect
that these matters will result in material liabilities.

 The   Company's   international   operations   are  also   subject  to  various
environmental statutes and regulations. Generally, these requirements tend to be
no more  restrictive  than those in effect in the  United  States.  The  Company
believes it is in substantial compliance with such existing domestic and foreign
environmental statutes and regulations.

 Although  there is  currently  no  federal  standard  for lead  discharge  into
drinking water,  the Federal Safe Drinking Water Act imposes a limit on the lead
content  of  plumbing  fittings  of  8%  by  weight.   In  addition,   the  U.S.
Environmental  Protection  Agency is  considering  proposing  a maximum  federal
standard  of  approximately  11 to 15 parts per  billion of lead  leachate  from
faucets in drinking water.

 On December 15, 1992 the Company,  along with 15 other major  manufacturers  of
plumbing  fittings,  was sued in the Superior  Court of the State of California,
County of San Francisco by the State of California. The same companies were sued
in a  companion  case,  filed the same day,  by the  Natural  Resources  Defense
Council  and a  second  environmental  group.  In each  case  plaintiffs  sought
injunctive relief,  civil penalties and compensatory  damages,  alleging,  inter
alia,  that faucets sold by the parties  discharged  lead into drinking water in
excess of minimum standards allegedly established by Proposition 65. Pursuant to
Proposition 65, a discharge of lead into a source of drinking water in excess of
0.5 micrograms  per day is prohibited,  although the State of California has not
yet  established  any  methodology  for measuring  this  discharge.  The Company
believes that the lead  limitations  should not apply to faucets because faucets
are not a "source" of drinking water as contemplated  by the legislation  (e.g.,
reservoirs, streams, etc.). The suits also claim that warnings provided with the
fittings  relating to such lead discharge are  inadequate.  Although most of the
Company's  fittings  contain and discharge some amount of lead, the lead content
of the Company's  fittings is one of the lowest in the industry,  and all of the
Company's  fittings will fall below the proposed federal discharge  standard and
fall below the current federal weight  standards  mentioned  above.  The Company
believes its exposure in the  California  suits is minimal,  if any. The Company
also believes that its low-lead  fittings and its continuing  efforts to further
reduce lead content will afford the Company a  competitive  edge.  The discharge
claim in the State's case has been dismissed and has been appealed.

 In September  1987 the United  States  became a signatory  to an  international
agreement  known as the Montreal  Protocol on Substances  that Deplete the Ozone
Layer (the "Montreal Protocol").  The Montreal Protocol requires its signatories
to reduce  production  and  consumption  of CFCs.  In November 1992 the Montreal
Protocol was amended in Copenhagen,  Denmark,  to phase out all except  critical
uses of CFCs by January 1, 1996, and to limit  consumption of HCFCs beginning in
1996 and phase them out  completely by 2030. In 1988 the EPA issued  regulations
implementing  the Montreal  Protocol in the United States.  Mexico,  the Federal
Republic of Germany,  the United  Kingdom,  France and other countries have also
become signatories to the Montreal Protocol. The manner in which these countries
implement the Montreal Protocol and regulate CFCs could differ from the approach
taken in the United States.

 The 1990 Clean Air Act Amendments (the "CAAA")  implement the Montreal Protocol
by  establishing a program for limiting the production and use of CFCs and other
ozone-depleting  chemicals.  Under the CAAA the  production  and  consumption of
"Class I  substances,"  including  CFCs,  are  being  phased  out,  and most are
currently scheduled to be banned completely by 1996.

 The EPA has taken final action to totally phase out  production of CFCs by 1996
and phase out production of the long-lived  HCFCs,  such as HCFC-22,  for use in
new  equipment  by 2010 and totally by 2020,  while  adopting  the current  CAAA
schedule for the short-lived  HCFCs,  such as HCFC-123,  by phasing them out for
use in new equipment by 2020 and completely out of production in 2030.

 The Company derived significant  revenues in 1993 and prior years from sales of
air conditioning  products  utilizing Class I substances,  particularly  CFC-11.
However, the more recent versions of these products are designed to operate with
substitute short-lived Class II substances, such as HCFC-123, which, the Company
believes,  under  current  proposals  is not likely to be subject to a phase-out
accelerated from the 2020/2030  schedule of the CAAA, or with  refrigerants that
do not affect ozone and are not regulated at all. Beginning with orders accepted
after January 1, 1993, Air Conditioning  Products ceased selling CFC-11 with any
of its products.

 The  Company  continues  to derive  substantial  revenues  from  servicing  and
repairing  installed  equipment that use Class I substances.  The emissions from
servicing and repairing of equipment that use Class I substances  were regulated
by the EPA  beginning  in  mid-1993,  although the Company does not expect these
regulations  to have a material  adverse  effect on its  financial  condition or
results of operations. The Company believes that these regulations will have the
effect of generating additional product sales and parts and service revenues, as
existing air conditioning equipment operating on CFCs is converted to operate on
environmentally-preferred  refrigerants or replaced,  although this is likely to
happen  only over a number of years and the  Company is unable to  estimate  the
magnitude or timing of such additional conversion or replacements.  In addition,
the Company  currently offers a number of products that improve the operation of
existing installed equipment using alternative refrigerants.

 Prior to the  effectiveness  of any  prohibition  on use of Class I or Class II
substances it will be necessary for the Company and its  competitors  to address
the need to  substitute  permitted  refrigerants  for the  Class I and  Class II
substances used in their products. Adoption of the new refrigerants will require
replacement or modification of much of the air  conditioning  equipment  already
installed.  The Company  has been  working  closely  with the  manufacturers  of
refrigerants that are developing substitutes for the CFCs and HCFCs to be phased
out  in  order  to  ensure  that  its  products  will  be  compatible  with  the
substitutes.   Although  the  Company  believes  that  its  commercial  products
currently  in  production  will  not  require  substantial  modification  to use
substitutes,  residential and light commercial  products produced by the Company
and its competitors may require  modification for substitute  refrigerants.  The
costs  of the  substitution  of  alternative  refrigerants  are  expected  to be
reflected in product pricing and accordingly are not expected to have a material
adverse impact on the Company.

   Employees

 The Company  employed  approximately  38,000  people  (excluding  employees  of
unconsolidated  joint venture companies) at December 31, 1994. The Company has a
total of 18 labor union contracts in North America (covering approximately 8,500
employees),  two of which expire in 1995 (covering  approximately 940 employees)
and seven of which expire in 1996 (covering approximately 4,800 employees). Both
of the  contracts  expiring in 1995 and a contract  covering  approximately  200
Canadian  employees  which  expired  in the  last  quarter  of  1994  have  been
successfully  renegotiated.  There can be no  assurance  that the  Company  will
successfully  negotiate the labor  contracts  expiring  during 1996 without work
stoppages.   However,   the  Company  does  not   anticipate   any  problems  in
renegotiating  those  contracts  that would  materially  affect  its  results of
operations.

 In 1994,  230  Plumbing  Products  employees  went on strike for 64 days at the
Landsdowne (Toronto),  Canada chinaware  manufacturing plant. In 1991, 1,200 Air
Conditioning  Products  employees  went on strike  for 54 days at the  LaCrosse,
Wisconsin facility and, in 1989, 1,300 Air Conditioning Products workers went on
strike  for 40 days at the  Clarksville,  Tennessee  facility.  Other than these
strikes,  the Company has not experienced any other  significant  work stoppages
since 1985.  The Company also has a total of 40 labor  contracts  outside  North
America (covering  approximately  18,000  employees),  where the Company has not
experienced any significant work stoppage in the last five years.

 Although  the Company  believes  relations  with its  employees  are  generally
satisfactory,  there can be no assurance  that the Company  will not  experience
significant  work  stoppages in the future or that its relations  with employees
will continue to be satisfactory.

     Customers

 The business of the Company taken as a whole is not  dependent  upon any single
customer or a few customers.

     International Operations

 The Company conducts  significant  non-U.S.  operations through subsidiaries in
most of the major countries of Western Europe,  Canada,  Brazil, Mexico, Central
American countries,  Malaysia, the Philippines,  South Korea, Thailand,  Taiwan,
Australia and Egypt.  In addition,  the Company  conducts  business in these and
other  countries  through  affiliated  companies and  partnerships  in which the
Company owns 50% or less of the stock or partnership interest.

 Because the Company has manufacturing operations in 32 countries,  fluctuations
in  currency  exchange  rates may have a  significant  impact  on its  financial
statements.  Such fluctuations have much less effect on local operating results,
however,  because the Company  for the most part sells its  products  within the
countries in which they are manufactured. The allocation of purchase costs which
resulted from the Acquisition increased the asset exposure of foreign operations
from an accounting  perspective;  however,  since the  Acquisition  in 1988, the
effects of exchange  volatility  have been  ameliorated by the  denomination  in
foreign currencies of a portion of the Company's borrowings.
<PAGE>
ITEM 2.   PROPERTIES

     At December 31, 1994 the Company  conducted  its  manufacturing  activities
through 94 plants in 32  countries,  of which the  principal  facilities  are as
follows:

 Business Segment
                   Location            Major Products Manufactured at Location

Air Conditioning   Clarksville, TN     Commercial unitary air conditioning
  Products         Fort Smith, AK      Commercial unitary air conditioning
                   La Crosse, WI       Applied air conditioning systems
                   Lexington, KY       Air handling products
                   Macon, GA           Commercial air conditioning systems
                   Pueblo, CO          Applied air conditioning systems
                   Rushville, IN       Air handling products
                   Trenton, NJ         Residential gas furnaces and air handlers
                   Tyler, TX           Residential air conditioning
                   Waco, TX            Water source heat pumps and air handling
                                           products
                   Charmes, France     Applied air conditioning systems
                   Epinal, France      Applied air conditioning systems
                   Mirecourt, France   Mini-splits and air handling products
Plumbing Products  Salem, OH           Enameled-steel fixtures and acrylic 
                                           bathtubs
                   Tiffin, OH          Vitreous china
                   Trenton, NJ         Vitreous china
                   Toronto, Canada     Vitreous china and enameled-steel
                                           fixtures
                   Hull, England       Vitreous china and acrylic bathtubs
                   Middlewich, England Vitreous china
                   Dole, France        Vitreous china and acrylic bathtubs
                   Neuss, Germany      Vitreous china
                   Wittlich, Germany   Brass plumbing fittings
                   Orcenico, Italy     Vitreous china
                   Brescia, Italy      Vitreous china
                   Mexico City, Mexico Vitreous china, water heaters
                   Monterrey, Mexico   Brass plumbing fittings
                   Bangkok, Thailand   Vitreous china
                   Seoul, South Korea  Brass plumbing fittings
                   Manila, Philippines Vitreous china

Automotive        Campinas, Brazil     Braking equipment
  Products        Leeds, England       Braking equipment
                  Claye-Souilly, France Braking equipment
                  Hanover, Germany     Braking equipment
                   Mannheim, Germany   Foundation brakes


 Except for the properties located in Mirecourt, France and Manila, Philippines,
all of the plants described above are owned by the Company or a subsidiary.  The
properties listed above located in the United States,  Canada,  and the U.K. are
subject to mortgages  securing the Company's  obligations  under its bank credit
agreement which was amended and restated  effective  February 9, 1995 (the "1995
Credit  Agreement").  The Company is obligated to mortgage the properties listed
above located in France (other than the property located in Mirecourt) to secure
certain  obligations under the 1995 Credit Agreement and related  documents.  In
addition,  to the extent required by the respective indentures pursuant to which
certain debt securities of American  Standard Inc. were issued,  the obligations
<PAGE>
of American  Standard Inc. under such debt  instruments are secured by mortgages
on principal U.S.  properties  equally and ratably with  indebtedness  under the
1995 Credit Agreement.  Through joint ventures,  the Company participates in the
operation (or is in the process of  constructing) up to seven plants in the PRC,
and  operates one plant in each of Indonesia  and India.  The Company  considers
that its properties are generally in good condition,  are well  maintained,  and
are generally suitable and adequate to carry on the Company's business.

 In 1994 several Air  Conditioning  Products'  plants operated near capacity and
others operated moderately below capacity.

 In 1994 Plumbing  Products' plants outside the United States operated at levels
of   utilization   which  varied  from  country  to  country  but  overall  were
satisfactory.  Potteries  (plants which produce vitreous china goods) located in
the United  States  also  operated  at levels  which  management  believes to be
satisfactory.

 Automotive  Products'  plants generally  operated  moderately below capacity in
1994.


ITEM 3.  LEGAL PROCEEDINGS

 American  Standard Inc. is the defendant in a lawsuit brought by Entech Sales &
Service,  Inc.,  on behalf of an  alleged  class of  contractors  engaged in the
service and repair of commercial air conditioning equipment. The suit, which was
filed on March 5, 1993,  in the United  States  District  Court for the Northern
District of Texas, alleges principally that the manner in which Air Conditioning
Products distributes repair service parts for its equipment violates the Federal
antitrust  laws.  It demands $680 million in damages  (which would be subject to
trebling under the antitrust laws) and injunctive relief. American Standard Inc.
has filed an answer  denying all claims of  violation  and is  defending  itself
vigorously.  The district court recently denied class certification with respect
to two of the three violations alleged in the suit. These alleged violations may
now only be asserted by Entech on its own behalf.  With respect to the one claim
which was  certified  as a class  action,  alleging a price  fixing  conspiracy,
management  believes  that, on the basis of the facts now known to it, the claim
is without  merit.  In  management's  opinion the  litigation  will not have any
material  adverse effect on the financial  position,  cash flows,  or results of
operations of the Company.

     For a discussion  of German tax issues see Note 7 of Notes to  Consolidated
Financial Statements incorporated by reference herein (see Item 14(a) of Part IV
hereof).  For a  discussion  of  environmental  issues  see "Item 1.  Business -
General- Regulations and Environmental Matters."



<PAGE>



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

By the written  consent dated as of November 2, 1994 of the holder of 45,000,000
shares  (adjusted for the 2.5 to 1 stock split effected in December 1994) of the
common  stock of the  Company,  constituting  a  majority  of the  common  stock
outstanding  (the  "Majority  Stockholder"),   an  amendment  to  the  Company's
Certificate of Incorporation was adopted (i) effecting a change in the Company's
name  to   "American   Standard   Companies   Inc."  and  (ii)   providing   for
indemnification  of  directors  and  officers of the  Company and certain  other
parties, and allowing for indemnification of employees and agents of the Company
and certain  other parties to the fullest  extent now or hereafter  permitted by
the General Corporation Law of the State of Delaware.

By the written consent of the Majority Stockholder dated as of December 1, 1994,
an  amendment  to  the  Company's   Certificate  of  Incorporation  was  adopted
increasing  the authorized  number of shares of the Company's  common stock from
28,000,000  to  200,000,000  and  providing  for the issuance of up to 2,000,000
shares of  preferred  stock,  having  such terms as the Board of  Directors  may
determine,  and providing  for other  matters  relating to such common stock and
preferred stock.

By the written  consent of the  Majority  Stockholder  dated as of December  28,
1994, the following  individuals were elected as directors of the Company,  each
to serve in office  until the next  annual  meeting of the  stockholders  of the
Company or until such individual's  respective successor shall have been elected
and shall qualify,  or until such  individual's  earlier  death,  resignation or
removal as provided in the By-Laws of the Company:


Steven E. Anderson                         Roger W. Parsons
Horst Hinrichs                             J. Danforth Quayle
Emmanuel A. Kampouris                      David M. Roderick
George H. Kerckhove                        John Rutledge
Shigeru Mizushima                          Joseph S. Schuchert
Frank T. Nickell



<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF THE REGISTRANT

In reliance on General  Instruction  G to Form 10-K,  information  on  executive
officers of the Registrant is included in this Part I. The following  table sets
forth certain  information  as of March 10, 1995 with respect to each person who
is an executive officer of the Company:
<S>                                     <C>          <C> 

                Name                   Age                            Position with Company

Emmanuel A.  Kampouris....              60         Chairman, President and Chief Executive Officer, and Director
Horst Hinrichs............              62         Senior Vice President, Automotive Products, and Director
George H.  Kerckhove......              57         Senior Vice President, Plumbing Products, and Director
Fred A.  Allardyce........              53         Vice President and Chief Financial Officer
Alexander A.  Apostolopoulos            52         Vice President and Group Executive, Plumbing Products
                                                     Americas
Thomas S.  Battaglia......              52         Vice President and Treasurer
Gary A.  Brogoch..........              44         Vice President and Group Executive, Plumbing Products,
                                                     PRC
Roberto Canizares M.......              45         Vice President, Air Conditioning Products, Asia Pacific Zone
Wilfried Delker...........              54         Vice President and Group Executive,  Plumbing Products,
                                                     Worldwide Fittings
Adrian B.  Deshotel.......              49         Vice President, Human Resources
Cyril Gallimore...........              65         Vice President, Systems and Technology
Luigi Gandini.............              56         Vice President and Group Executive, Plumbing Products,
                                                     Europe
Daniel Hilger.............              54         Vice President and Group Executive, Air Conditioning Products,
                                                     Europe, Middle East and Africa
Joachim D.  Huwendiek.....              64         Vice President, Automotive Products, Germany
Frederick W.  Jaqua.......              73         Vice President, Special Counsel and Assistant Secretary
Richard A.  Kalaher.......              54         Vice President, General Counsel and Secretary
W.  Craig Kissel..........              43         Vice President and Group Executive, Air Conditioning Products,
                                                     Unitary Group
William A.  Klug..........              62         Vice President and Group Executive, Air Conditioning Products,
                                                     International
Jean-Claude Montauze......              48         Vice President, Automotive Products, France
G.  Eric Nutter...........              59         Vice President, Automotive Products, the United Kingdom
Raymond D.  Pipes.........              45         Vice President and Group Executive, Plumbing Products,
                                                     Far East
Bruce R.  Schiller........              50         Vice President, Air Conditioning Products,
                                                     Compressor Business
James H.  Schultz.........              46         Vice President and Group Executive, Air Conditioning Products,
                                                     North American Commercial Group
G.  Ronald Simon..........              53         Vice President and Controller
Wade W.  Smith............              44         Vice President, U.S.  Plumbing Products
Benson I.  Stein..........              57         Vice President, General Auditor
Robert M.  Wellbrock......              48         Vice President, Taxes
</TABLE>

Each  officer of the Company is elected by the Board of Directors to hold office
until the first Board  meeting  after the Annual  Meeting of  Stockholders  next
succeeding his election.

None of the Company's officers has any family  relationship with any director or
other officer.  "Family relationship" for this purpose means any relationship by
blood, marriage or adoption, not more remote than first cousin.

 Set forth below is the principal  occupation of each of the executive  officers
named above during the past five years (except as noted,  all positions are with
the Company and American Standard Inc.).

     Mr. Kampouris was elected Chairman in December 1993 and President and Chief
Executive  Officer in February  1989.  He is also a director of Daido Hoxan Inc.
Mr. Kampouris has served as a director of the Company since July 1988.

     Mr. Hinrichs was elected Senior Vice  President,  Automotive  Products,  in
December 1990.  Prior thereto he served as Vice  President and Group  Executive,
Automotive Products, from 1987 to 1990. Mr. Hinrichs has served as a director of
the Company since March 1991.

     Mr. Kerckhove was elected Senior Vice President, Plumbing Products, in June
1990.  Prior  thereto he was Vice  President  and Group  Executive  of  European
Plumbing  Products  from 1988  until June 1990.  Mr.  Kerckhove  has served as a
director of the Company since September 1990.

     Mr.  Allardyce was elected Vice  President and Chief  Financial  Officer in
January 1992.  Prior thereto he served as Vice  President  and  Controller  from
February 1983 until December 1991.

     Mr. Apostolopoulos was elected Vice President and Group Executive, Americas
International  Plumbing  Products,  in December 1990. Prior thereto he served as
the executive in charge of Plumbing Products' joint ventures from September 1989
to November 1990.

     Mr.  Battaglia was elected Vice President and Treasurer in September  1991.
Prior thereto he was Assistant Treasurer from June 1977.

 Mr. Brogoch was elected Vice President and Group Executive,  Plumbing  Products
in the PRC, in  December  1994.  Prior  thereto he served as Vice  President  of
Plumbing  Products'  operations in the PRC from August 1993 until December 1994.
Previously  he  served as Vice  President  of  Finance  and  Planning,  European
Plumbing Products from August 1991 until August 1993 and as Managing Director of
the Company's Indonesian joint venture from November 1986 to August 1991.

     Mr. Canizares was elected Vice President,  Air Conditioning  Products' Asia
Pacific  Zone,  in December  1990.  Prior  thereto he served as the executive in
charge of this zone and Manager of Planning and Distribution  from November 1986
to November 1990.

 Mr. Delker was elected Vice President and Group Executive,  Worldwide Fittings,
Plumbing Products, in April 1990. Prior thereto he served as executive in charge
of the Company's  brass fittings  manufacturing  operations from June 1982 until
March 1990.

     Mr. Deshotel was elected Vice President,  Human Resources, in January 1992.
Prior  thereto  he served as Group Vice  President,  Human  Resources,  for U.S.
Plumbing Products from January 1980 until December 1991.

     Mr.  Gallimore  was elected  Vice  President,  Systems and  Technology,  in
December  1990.   Prior  thereto  he  served  as  the  executive  in  charge  of
Manufacturing and Technology from 1984 to November 1990.

 Mr. Gandini was elected Vice President and Group Executive,  European  Plumbing
Products,  in July 1990.  Prior  thereto  he served as General  Manager of Ideal
Standard S.p.A., the Italian subsidiary of the Company,  from January 1978 until
June 1990.

     Mr. Hilger was elected Vice President and Group Executive, Air Conditioning
Products, in Europe, Middle East and Africa, in June 1988.

     Mr. Huwendiek was elected Vice President,  Automotive  Products in Germany,
in January 1992.  Prior thereto he served as Managing  Director of WABCO Germany
since June 1987.

     Mr.  Jaqua was  elected  Vice  President,  Special  Counsel  and  Assistant
Secretary in March 1995.  Prior to that he was Vice  President,  General Counsel
and Secretary since April 1989.


<PAGE>



 Mr. Kalaher was elected Vice President,  General Counsel and Secretary in March
1995,  having served as Acting General  Counsel and Acting  Secretary since June
1994. Prior thereto, he was Vice President and General Counsel of AMAX Inc. from
1991 to 1994 and Vice President and Associate General Counsel from 1985 to 1991.

 Mr. Kissel was elected Vice President in charge of Air  Conditioning  Products'
Unitary Products Group in January 1992,  becoming Group Executive in March 1994.
He  served  as Vice  President,  Sales and  Distribution,  for Air  Conditioning
Products,  from December 1990 until January 1992 and served as divisional Senior
Vice President in charge of U.S. Sales from January to November 1990.

 Mr. Klug was elected  Vice  President  in 1985 and has been Group  Executive in
charge of Air Conditioning Products' Trane International since December 1993. He
served as Group  Executive,  Unitary  Products  Group,  from  April  1990  until
December 1993. He was Group  Executive,  North American Sales and  Distribution,
Air Conditioning Products, from October 1987 to March 1990.

 Mr.  Montauze was elected Vice  President,  Automotive  Products in France,  in
October  1994.  He  served  as Vice  President  of  Finance  and  Controller  of
Automotive  Products at the  Brussels  headquarters  from  September  1989 until
September 1994.

 Mr.  Nutter was  elected  Vice  President,  Automotive  Products  in the United
Kingdom,  in January 1992. Prior thereto he served as Vice President and General
Manager  of  WABCO  Automotive  U.K.  Limited,  the  United  Kingdom  automotive
subsidiary of the Company from March 1991 until December 1991 and Group Managing
Director  of the  United  Kingdom  automotive  subsidiary  from June 1987  until
February 1991.

 Mr.  Pipes was elected  Vice  President  and Group  Executive  for the Far East
Region of  Plumbing  Products in May 1992.  Prior  thereto he served as Managing
Director of American Standard Inc.'s  Philippine  subsidiary from May 1990 until
April 1992 and was Vice President,  Control & Finance, of U.S. Plumbing Products
Group from March 1985 until April 1990.

 Mr. Schiller was elected Vice President,  Compressor Business (Air Conditioning
Products) in March 1994. Prior thereto he served as General Manager,  Compressor
Business  Group,  from May 1993 to February  1994 and  Manager and then  General
Manager of the Company's Tyler, Texas, facility from March 1986 to April 1993.

     Mr. Schultz was elected Vice President and Group Executive,  North American
Commercial Group of Air Conditioning Products, in 1987.

     Mr. Simon was elected Vice President and Controller in January 1992.  Prior
thereto  he served as Vice  President  and  Controller  of the Air  Conditioning
Products' North American Commercial Group from December 1984 to December 1991.

 Mr. Wade W. Smith was elected Vice President,  U.S. Plumbing  Products,  in May
1992.  Prior  thereto  he served as Vice  President  in charge of the  Chinaware
Business Unit of U.S.  Plumbing Products from February 1992 until April 1992 and
from April 1987 to February 1992 he was Vice  President  and General  Manager of
the Building  Automation Systems Division of the North American Commercial Group
of Air Conditioning Products.

     Mr. Stein was elected Vice President,  General Auditor, in March 1994; from
December 1986 to February 1994 he was the Company's General Auditor.

     Mr. Wellbrock was elected Vice President, Taxes, effective January 1, 1994.
Prior thereto he served as Director of Taxes from 1988 through 1993.


<PAGE>


                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
    STOCKHOLDER MATTERS

The common stock of the Company is listed on the New York Stock  Exchange,  Inc.
(the "Exchange").  The common stock was first traded on the Exchange on February
3, 1995 concurrently  with an underwritten  initial public offering of shares of
the  Company's  common  stock with an initial  price to the public of $20.00 per
share  (the  "Offering").  Prior to that time  there was no  established  public
trading  market for these  shares.  All share data  herein  reflect the 2.5 to 1
stock split effected in December 1994.

An Amended and Restated  Stockholders  Agreement  among the  Company,  Kelso and
management  investors was adopted in December  1994. In January 1995 the Company
adopted  a  Restated   Certificate  of  Incorporation,   Amended  Bylaws  and  a
Stockholder  Rights  Agreement.   The  Restated   Certificate  of  Incorporation
authorizes  the Company to issue up to 200,000,000  shares of common stock,  par
value $.01 per share and 2,000,000 shares of preferred stock, par value $.01 per
share of which the Board of Directors  designated 900,000 shares as a new series
of Junior  Participating  Cumulative  Preferred Stock. Each outstanding share of
common stock has associated with it one right to purchase a specified  amount of
Junior Participating Cumulative Preferred Stock at a stipulated price in certain
circumstances  relating  to changes  in  ownership  of the  common  stock of the
Company.

The number of holders of record of the common  stock of the  Company as of March
10, 1995, was 474.

There were no dividends  declared on the Company's common stock in 1993 or 1994.
The Company  has no separate  operations  and its  ability to pay  dividends  or
repurchase  its common stock will be totally  dependent upon the extent to which
it receives  dividends or other funds from  American  Standard Inc. The terms of
the Company's 1995 Credit Agreement and certain  publicly-traded debt securities
of American  Standard  Inc.  prohibit or restrict the payment of  dividends  and
other extensions of funds by American Standard Inc. to the Company.


<PAGE>

<TABLE>


<CAPTION>


ITEM 6. SELECTED FINANCIAL DATA

                            Selected Financial Data
                  (Dollars in millions, except per share data)

                                                         Year Ended December 31

<S>                             <C>            <C>             <C>            <C>           <C> 
                                1994           1993            1992           1991          1990
                                ----           ----            ----           ----          ----
Statement of
Operations Data:
Sales                        $4,457        $ 3,830          $3,792        $ 3,595       $ 3,637
Cost of sales                 3,377          2,903           2,852          2,752         2,750
Selling and                     779            692             679            615           630
administrative
  expenses
Other (income)                   57             38              24              8             5
expense
Loss on sale of                   -              -               -             22             -
Tyler Refrigeration
Interest expense                259            278             289            286           294
                           --------      ---------        --------      ---------     ---------
Income (loss) before
income taxes,
  extraordinary item
  and                           (15)           (81)            (52)           (88)          (42)
  cumulative effect
  of change in
  accounting method
Income taxes                     62             36               5             23            12
Loss before
extraordinary item
  and cumulative                (77)          (117)            (57)          (111)          (54)
  effect of
  change in
  accounting method
Extraordinary loss
on retirement                    (9)           (92)              -               -            -
  of debt (a)
Cumulative effect of
change in                          -             -               -            (32)            -
                         -----------   ------------    -----------       ---------  -----------
  accounting method
  (b)
Net Loss                        (86)          (209)            (57)          (143)          (54)
Preferred dividend                 -            (8)            (16)           (14)          (12)
                          ----------    -----------       ---------      ---------    ----------
(c)
Net loss applicable         $   (86)      $   (217)        $   (73)       $  (157)     $    (66)
                            ========      =========        =======        ========     =========
to common shares

Per Common Share (d):
  Loss before
  extraordinary item
    and cumulative           $(1.29)        $(2.11)         $(1.24)       $ (2.14)      $ (1.12)
    effect of
    change in
    accounting method
  Extraordinary loss
  on retirement                (.15)         (1.55)               -              -            -
    of debt
  Cumulative effect
  of change in                    -               -               -          (.55)
                          ---------   -------------   -------------      ---------    ----------
    accounting method                                                                         -
Net loss per common          $(1.44)      $  (3.66)       $  (1.24)       $ (2.69)    $   (1.12)
                             =======      =========       =========       ========    ==========
share
Average number of
outstanding              59,933,435     59,313,073      58,636,118     58,338,195    58,597,918
  common shares and
  equivalents

Balance Sheet Data
(at end of
  period):
  Working capital              $(14)      $     80        $    292       $    228      $    347
  Goodwill (net)              1,053          1,026           1 102          1,208         1,323
  Total assets                3,156          2,987           3,126          3,270         3,488
  Total debt                  2,364          2,336           2,145          2,180         2,287
  Exchangeable                    -               -            133            117           104
  preferred stock (c)
  Stockholders'                (798)          (723)           (449)          (350)         (200)
  deficit
<FN>

Footnotes appear on the following page.
</FN>
</TABLE>


<PAGE>


Footnotes to Selected Financial Data:


(a)      The  retirements of debt in connection  with a 1993  refinancing  and a
         1994 October borrowing resulted in extraordinary charges of $92 million
         in 1993 and $9 million in 1994 (including call premiums,  the write-off
         of deferred debt issuance  costs,  and in 1993 the loss on cancellation
         of foreign currency swap contracts) on which there were no tax benefits
         (see  Notes 7 and 10 of  Notes  to  Consolidated  Financial  Statements
         included  in the  Company's  1994  Annual  Report to  Stockholders  and
         incorporated herein by reference).

(b)      Represents the cumulative  effect of the accounting  changes related to
         postretirement  benefits  other than  pensions  and  warranty  contract
         revenues at January 1, 1991. The cumulative  effect of these accounting
         changes increased the  postretirement  benefit and warranty accruals at
         January 1, 1991 by $52 million and  increased  the net loss in the year
         by a total of $32 million (net of the tax effect).

(c)      In June 1993 the exchangeable preferred stock was exchanged for 12 3/4%
         Junior  Subordinated  Debentures  which were  redeemed on November  21,
         1994.

(d)       Per share data and average number of outstanding common shares and
          equivalents data reflect the 2.5 to 1 stock split effected in December
          1994.






ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

 Management's  discussion and analysis of the financial condition and results of
operations  of the Company is set forth on pages 10 through 17 of the  Company's
1994 Annual Report to Stockholders and is incorporated herein by reference.


 ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Incorporated  herein by  reference  from the  Company's  1994 Annual  Report to
Stockholders are the financial  statements and related  information listed under
the heading "1. Financial  Statements" in the Index to Financial  Statements and
Financial Statement Schedules on page 28 hereof.


     ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

          Not Applicable.


<PAGE>



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information  concerning  the  directors  of  the  Company  is set  forth  in the
Company's  definitive  Proxy  Statement  dated March 27, 1995:  in the first and
fourth  paragraphs under the section entitled "1. Election of Directors" on page
4 thereof and under the section  entitled  "Directors" on pages 5 and 6 thereof;
and is incorporated herein by reference.

 For  information   concerning  the  executive  officers  of  the  Company,  see
"Executive Officers of the Registrant" under Part I of this report.

 None of the Company's  directors or officers has any family  relationship  with
any other director or officer. ("Family relationship" for this purpose means any
relationship by blood, marriage or adoption, not more remote than first cousin.)

ITEM 11.  EXECUTIVE COMPENSATION

 Information  concerning executive compensation and related matters is set forth
in the Company's  definitive  Proxy  Statement  dated March 27, 1995 as follows:
under the section entitled  "Directors'  Fees and Other  Arrangements" on page 7
thereof, under the section entitled "Executive  Compensation" on pages 9 through
13 thereof,  under the section entitled  "Compensation  Committee Interlocks and
Insider  Participation" on page 15 and in the second through seventh  paragraphs
of the section entitled "Certain  Relationships and Related Party  Transactions"
on pages 15 through 17 thereof,  and is incorporated  herein by reference except
for the section entitled "Management Development and Nominating Committee Report
on  Compensation  of Executive  Officers of the  Company"  appearing on pages 13
through 15.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 Information concerning shares of common stock of the Company beneficially owned
by  management  and  others  is set  forth  under the  section  entitled  "Stock
Ownership" on pages 3 and 4 in the Company's  definitive  Proxy  Statement dated
March 27, 1995 and is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 The information  required by this item is set forth in the Company's definitive
Proxy  Statement  dated  March 27,  1995  under the  section  entitled  "Certain
Relationships and Related Party Transactions" on pages 15 through 17 thereof and
is incorporated herein by reference.


<PAGE>



                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a) 1 and 2.   Financial statements and financial statement schedules

                  The financial statements and financial statement schedules are
                  listed in the  accompanying  index to financial  statements on
                  page 27 of this  annual  report on Form  10-K.  The  financial
                  statements  indicated on the index appearing on page 27 hereof
                  are incorporated herein by reference.

3.          Exhibits

                  The exhibits are listed on the accompanying  index to exhibits
                  and are incorporated  herein by reference or are filed as part
                  of this annual report on Form 10-K.

(b)  Reports on Form 8-K for the quarter ended December 31, 1994.

                  During  the  fourth  quarter  ended  December  31,  1994,  the
                  Registrant  filed a Current  Report on Form 8-K dated November
                  10,  1994  reporting  an  Amendment  to  its   Certificate  of
                  Incorporation  to (a) change the name of the  Registrant  from
                  ASI Holding  Corporation to American  Standard  Companies Inc.
                  and (b) add  indemnification  provisions  to the  Registrant's
                  Certificate of Incorporation.


<PAGE>


                                   SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
                        AMERICAN STANDARD COMPANIES INC.
                         By: /s/ EMMANUEL A. KAMPOURIS
                            (Emmanuel A. Kampouris)
                Chairman, President and Chief Executive Officer
March 31 , 1995

 Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated on March 31, 1995:


/s/  Emmanuel A.  Kampouris
(Emmanuel A.  Kampouris)               Chairman, President and Chief Executive 
(Principal                                  Officer; Director Executive Officer)

/s/  FRED A.  ALLARDYCE
(Fred A.  Allardyce)                  Vice President and Chief Financial Officer
                                          (Principal Financial Officer)

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

/s/  STEVEN E.  ANDERSON
(Steven E.  Anderson)                              Director

/s/  HORST HINRICHS
(Horst Hinrichs)                                   Director

/s/  GEORGE H.  KERCKHOVE
George H.  Kerckhove)                              Director

/s/  SHIGERU MIZUSHIMA
(Shigeru Mizushima)                                Director

/s/  FRANK T.  NICKELL
(Frank T.  Nickell)                                Director

/s/  ROGER W.  PARSONS
(Roger W.  Parsons)                                Director

/s/  J.  DANFORTH QUAYLE
(J.  Danforth Quayle)                              Director

/s/  DAVID  M.  RODERICK
(David M.  Roderick)                               Director

/s/  JOHN RUTLEDGE
(John Rutledge)                                    Director

/s/  JOSEPH S.  SCHUCHERT
(Joseph S.  Schuchert)                             Director



<PAGE>


                         INDEX TO FINANCIAL STATEMENTS
                       AND FINANCIAL STATEMENT SCHEDULES
                                   COVERED BY
                     REPORT OF CERTIFIED PUBLIC ACCOUNTANTS

                                                                     1994
                                                                  Annual Report
                                                                        to
                                                                  Stockholders
                                                                     (Pages)
       
     1. Financial Statements  (incorporated by reference from the 
Company's 1994 Annual Report 1994 Annual Report to Stockholders 

Consolidated  Balance  Sheet at December 31, 1994,  and 1993           22
Years ended December 31, 1994,  1993,  and 1992: 
    Consolidated  Statement of  Operations                             21
    Consolidated  Statement of Cash Flows                              23 
    Consolidated Statement of Stockholders'Deficit                     24
Notes to Financial Statements                                        25-35 
Segment Data                                                         36-37
Quarterly Data (Unaudited)                                             38
Report of Independent Auditors                                         20


                                                                      Form
                                                                      10-K
                                                                     (Pages)

2. Financial statement schedules,years ended
   December 31, 1994, 1993, and 1992

III Condensed Financial Information of Registrant                    29-32
VIII Valuation and Qualifying Accounts                                34

    All other  schedules  have  been  omitted  because  the  information  is not
    applicable  or is not  material  or  because  the  information  required  is
    included in the financial statements or the notes thereto.


<PAGE>



                     CONSENT OF INDEPENDENT AUDITORS

    We consent to the  incorporation  by reference  in this Annual  Report (Form
    10-K) of American  Standard  Companies Inc. of our report dated February 16,
    1995 included in the 1994 Annual Report to Stockholders of American Standard
    Companies Inc.

    Our audits also  included  the  financial  statement  schedules  of American
    Standard  Companies  Inc.  listed in Item  14(a).  These  schedules  are the
    responsibility of the Company's management. Our responsibility is to express
    an opinion  based on our audits.  In our opinion,  the  financial  statement
    schedules  referred  to above,  when  considered  in  relation  to the basic
    financial  statements  taken  as a whole,  present  fairly  in all  material
    respects the information set forth therein. 

    Ernst & Young LLP

    New York, New York
    March 29, 1995


<PAGE>




         SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              STATEMENTS OF OPERATIONS (Parent Company Separately)
                             (Dollars in thousands)
                                                     Year Ended December 31
                                                  1994        1993         1992

                                                  ----        ----         ----
Interest income                              $      219    $   188   $      273
Interest expense                                    219        188          273
Equity in net loss of subsidiary                (86,421)  (208,567)     (57,238)
                                               ---------  ---------    ---------
Net loss                                       $(86,421) $(208,567)    $(57,238)
                                               =========  ==========   =========

                       See notes to financial statements
<PAGE>



<TABLE>

<CAPTION>


               SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF
                            REGISTRANT - (Continued)

                   BALANCE SHEET (Parent Company Separately)
                             (Dollars in thousands)



                                                                                                  December 31,
<S>                                                                                  <C>             <C>
                                     ASSETS
                                                                                             1994             1993
                                                                                             ----             ----
Investment in subsidiary                                                               $(774,560)       $(695,287)

                                   LIABILITIES

Loan payable to subsidiary                                                                 1,640            2,588
Stock repurchase obligation (Note C)                                                      21,429           24,938

                              STOCKHOLDERS' DEFICIT

Common stock, $.01 par value, 200,000,000 shares authorized;
 shares issued and outstanding, 60,932,457 in 1994; 61,424,123 in 1993                       609              614
Capital surplus                                                                          194,236          188,369
Subscriptions receivable                                                                 (1,640)           (2,588)
ESOP shares                                                                                    0           (4,331)
Accumulated deficit                                                                     (836,424)        (750,003)
Foreign currency translation effects                                                    (151,721)        (149,220)
Minimum pension liability adjustment                                                      (2,689)          (5,654)
                                                                                     ------------    -------------
Total stockholders'deficit                                                              (797,629)        (722,813)
<FN>
                                                                                        ---------        ---------
                                                                                       $(774,560)       $(695,287)

                                             See notes to financial statements.
</FN>
</TABLE>



<PAGE>
<TABLE>

         SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              STATEMENT OF CASH FLOWS (Parent Company Separately)
                             (Dollars in thousands)

<CAPTION>
                                                                                       Year Ended December 31,
                                                                                 1994             1993            1992
<S>                                                                           <C>           <C>             <C>
                                                                                 ----             ----            ----
Cash flows from operating activities:
  Net  loss                                                                 $(86,421)       $(208,567)       $(57,238)
  Adjustments to reconcile net loss to net cash provided by
    operating activities
  Equity in net loss of subsidiary                                            86,421          208,567          57,238
Net cash flow from operating activities                                            0                                0
                                                                                                    0
Cash provided (used) by investing activities:
  Investment in subsidiary                                                    (3,976)          (4,585)         (3,105)
  Purchase of common stock by subsidiary                                      16,927           12,194          10,950
Net cash  provided by  investing  activities                                  12,951            7,609           7,845
 Cash  provided (used) by financing activities:
  Issuance of common stock                                                     3,976            4,585           3,105
  Common stock repurchases                                                   (16,927)         (12,194)        (10,950)
  Repayments on subscriptions receivable                                         786              482             653
  Repayment of loan from subidiary                                              (786)            (482)           (653)
                                                                         ------------   --------------     -----------
Net cash used by financing activities                                        (12,951)          (7,609)         (7,845)
                                                                           ----------    -------------      ----------

Net change in cash and cash equivalents                                $           0    $           0     $          0
                                                                       ==============   ==============   =============
<FN>                                                                                                


                                             See notes to financial statements.

</FN>
</TABLE>

<PAGE>



                SCHEDULE III -- CONDENSED FINANCIAL INFORMATION
                          ON REGISTRANT -- (Continued)

           NOTES TO FINANCIAL STATEMENTS (Parent Company Separately)

         (A)      The notes to the consolidated financial statements of American
                  Standard Companies Inc., formerly ASI Holding Corporation (the
                  "Parent  Company"),  are an integral  part of these  condensed
                  financial statements.

         (B)      The Parent  Company was organized by Kelso & Company,  L.P., a
                  private   merchant   banking  firm,  to   participate  in  the
                  acquisition of American  Standard Inc. (the  "Acquisition") in
                  1988. American Standard Inc.'s common stock is owned solely by
                  the  Parent   Company.   The  Parent   Company  has  no  other
                  investments or operations.

          (C)       The Parent  Company  has sold its  common  stock to
                    management  employees in connection with the Acquisition and
                    issued  common  stock  under  various  employee  benefit and
                    incentive  plans  including  the ESOP.  As no public  market
                    existed for the stock prior to the initial  public  offering
                    in the  first  quarter  of 1995  (see  Note D),  the  Parent
                    Company,   to  provide   liquidity  to  employees  who  have
                    terminated employment, has made purchases of such employees'
                    stock.  Subsequent to December 2, 1994 the Parent Company is
                    no  longer  obligated  to  make  such  purchases.  Purchases
                    through December 31, 1994, were based upon fair market value
                    appraisals  obtained in connection with the ESOP. The amount
                    paid  on  such  stock  purchases  is  subject  to an  annual
                    limitation  contained in American  Standard  Inc.'s  lending
                    arrangements and debt instruments (the "Annual Limitation").
                    As the amount owed to terminated  employees has exceeded the
                    Annual  Limitation,  a liability for the unpaid  balance has
                    been  recorded  on the  financial  statements  of the Parent
                    Company  with a  concomitant  reduction  in common stock and
                    capital surplus accounts. 

               (D)  In the  first  quarter  of  1995  the  Parent  Company  sold
                    15,112,300  shares of its common stock in an initial  public
                    offering at an initial price to the public of $20 per share.
                    This  offering  yielded net proceeds of  approximately  $282
                    million  (including  proceeds from the exercised  portion of
                    the underwriters'  over-allotment option and after deducting
                    underwriting discounts and expenses), which were transferred
                    to   American   Standard   Inc.   and  used  to  reduce  its
                    indebtedness . Of the total net proceeds  transferred,  $270
                    million was contributed to the capital of American  Standard
                    Inc.  and $12 million  was  advanced  under an  intercompany
                    demand note.



<PAGE>
<TABLE>



               SCHEDULE VIII - VALUATION  AND  QUALIFYING  ACCOUNTS  Years ended
                 December 31, 1994, 1993, and 1992
                             (Dollars in thousands)
<CAPTION>

           Description                                                                                Foreign
                                                 Balance      Additions                               Currency     Balance
                                               Beginning      Charged to                 Other        Translation  End of
                                               of Period      Income      Deductions     Changes      Effects      Period
<S>                                            <C>         <C>           <C>            <C>          <C>          <C>


1994:
Reserve deducted from assets:
Allowance for doubtful
accounts receivable                              $  15,666   $  10,208   $(6,868)(A)    $     533    $      30    $  19,569

Reserve for post-retirement
benefits                                         $ 387,038   $  44,352   $(23,062)(B)   $   3,188(C)  $  26,192    $ 437,708

1993:
Reserve deducted from assets:
Allowance for doubtful
accounts receivable                              $  12,827   $  10,118   $(6,584)(A)    $     --      $    (695)   $  15,666

Reserve for post-retirement
benefits                                         $ 368,868   $  48,827   $(25,815)(B)    $11,832 (D)  $ (16,674)   $ 387,038

1992:
Reserve deducted from assets:
Allowance for doubtful
accounts receivable                              $  14,667   $   6,489   $(7,262)(A)    $      -      $  (1,067)   $  12,827

Reserve for post-retirement
benefits                                         $ 357,878   $  47,374   $(24,495)(B)    $     -      $ (11,889)   $ 368,868
<FN>

The reserve for postretirement benefits excludes the activity for currently funded U.S. pension plans.
(A)      Accounts charged off.
(B)      Payments made during the year.
(C)      Includes $3 million reduction in minimum pension liability primarily offset by $5 million from acquisition of new
         business.
(D)      Includes $19 million increase in minimum pension  liability offset by a
         $7 million reduction resulting from curtailment of certain plans.

</FN>
</TABLE>

<PAGE>
MERICAN STANDARD COMPANIES INC.

                               INDEX TO EXHIBITS

                  (Item 14(a)3 - Exhibits Required by Item 601
                   of Regulation S-K and Additional Exhibits)


(The Commission File Number of American Standard  Companies Inc. (formerly named
ASI Holding Corporation),  the Registrant (sometimes  hereinafter referred to as
"Holding"),  and for all Exhibits incorporated by reference,  is 1-11415, except
those Exhibits  incorporated  by reference in filings made by American  Standard
Inc. (the "Company") whose Commission File Number is 1-470.  Prior to filing its
Registration  Statement on Form S-2 on November 10, 1994,  Holding's  Commission
File Number was 33-23070.)

     (3) (i) Restated Certificate of Incorporation of Holding;  previously filed
as Exhibit 3(i) in Amendment No. 4 to Registration  Statement No. 33-56409 under
the  Securities  Act of 1933,  as amended,  filed  January 31, 1995,  and herein
incorporated by reference.

     (ii)  Amended  By-Laws of  Holding;  previously  filed as Exhibit  3(ii) in
Amendment No. 4 to Registration  Statement No. 33-56409 under the Securities Act
of 1933,  as  amended,  filed  January  31,  1995,  and herein  incorporated  by
reference.

     (4) (i) Form of Common Stock  Certificate  previously filed as Exhibit 4(i)
in Amendment No. 3 to  Registration  Statement No. 33-56409 under the Securities
Act of 1933,  as amended,  filed  January 5, 1995,  and herein  incorporated  by
reference.

         (ii) Indenture,  dated as of November 1, 1986,  between the Company and
Manufacturers  Hanover  Trust  Company,  Trustee,  including  the form of 9-1/4%
Sinking Fund Debenture Due 2016 issued pursuant  thereto on December 9, 1986, in
the aggregate  principal amount of  $150,000,000;  previously filed as Exhibit 4
(iii) in the  Company's  Form 10-K for the fiscal year ended  December 31, 1986,
and herein incorporated by reference.

     (iii)  Instrument of Resignation,  Appointment and Acceptance,  dated as of
April 25, 1988 among the  Company,  Manufacturers  Hanover  Trust  Company  (the
"Resigning Trustee") and Wilmington Trust Company


<PAGE>


                                                         
     (the "Successor Trustee"), relating to resignation of the Resigning Trustee
and  appointment of the Successor  Trustee,  under the Indenture  referred to in
Exhibit (4) (ii)  above;  previously  filed as Exhibit (4) (ii) in  Registration
Statement  No.  33-64450 of the Company  under the  Securities  Act of 1933,  as
amended, and herein incorporated by reference.

         (iv) Indenture, dated as of May 15, 1992, between the Company and First
Trust National  Association,  Trustee,  relating to the Company's 10-7/8% Senior
Notes due 1999,  in the  aggregate  principal  amount of  $150,000,000;  copy of
Indenture  previously  filed as Exhibit  (4) (i) by the Company in its Form 10-Q
for the quarter ended June 30, 1992, and herein incorporated by reference.

     (v) Form of  10-7/8%  Senior  Notes due 1999  included  as Exhibit A to the
Indenture described in (4) (iv) above.

         (vi) Indenture dated as of May 15, 1992,  between the Company and First
Trust National  Association,  Trustee,  relating to the Company's 11-3/8% Senior
Debentures due 2004, in the aggregate principal amount of $250,000,000;  copy of
Indenture  previously filed as Exhibit (4) (iii) by the Company in its Form 10-Q
for the quarter ended June 30, 1992, and herein incorporated by reference.

     (vii) Form of 11-3/8%  Senior  Debentures due 2004 included as Exhibit A to
the Indenture described in (4) (vi) above.

         (viii) Form of Indenture, dated as of June 1, 1993, between the Company
and  United  States  Trust  Company of New York,  as  Trustee,  relating  to the
Company's 9-7/8% Senior Subordinated Notes Due 2001; previously filed as Exhibit
(4) (xxxi) in Amendment  No. 1 to  Registration  Statement  No.  33-61130 of the
Company under the Securities Act of 1933, as amended, and herein incorporated by
reference.

         (ix) Form of Note evidencing the 9-7/8% Senior  Subordinated  Notes Due
2001  included as Exhibit A to the Form of  Indenture  referred to in (4) (viii)
above.

     (x) Form of Indenture, dated as of June 1, 1993, between the Company and


<PAGE>


                 United States Trust  Company of New York, as Trustee,  relating
to the Company's  10-1/2%  Senior  Subordinated  Discount  Debentures  Due 2005;
previously  filed as Exhibit (4)  (xxxiii) in  Amendment  No. 1 to  Registration
statement  No.  33-61130 of the Company  under the  Securities  Act of 1933,  as
amended, and herein incorporated by reference.

     (xi) Form of Debenture evidencing the 10-1/2% Senior Subordinated  Discount
Debentures  Due 2005 included as Exhibit A to the Form of Indenture  referred to
in (4) (x) above.

     (xii) Assignment and Amendment  Agreement,  dated as of June 1, 1993, among
the  Company,  Holding,  certain  subsidiaries  of the  Company,  Bankers  Trust
Company,  as agent under the 1988 Credit Agreement,  the financial  institutions
named as Lenders in the 1988 Credit Agreement and certain additional Lenders and
Chemical Bank, as Administrative Agent and Arranger; previously filed as Exhibit
(4)(xiii) in  Amendment  No. 1 to  Registration  Statement  No.  33-64450 of the
Company under the Securities Act of 1933, as amended, and herein incorporated by
reference.

         (xiii) Credit  Agreement,  dated as of June 1, 1993, among the Company,
Holding, certain subsidiaries of the Company and the lending institutions listed
therein,  Chemical  Bank, as  Administrative  Agent and Arranger;  Bankers Trust
Company,  The Bank of Nova Scotia, The Chase Manhattan Bank, N.A., Deutsche Bank
AG, The Long-Term Credit Bank of Japan,  Ltd., New York Branch,  and NationsBank
of North Carolina, N.A., as Managing Agents, and Banque Paribas, Citibank, N.A.,
and Compagnie  Financiere de CIC et de l'Union  Europeenne,  New York Branch, as
Co-Agents;  previously  filed  as  Exhibit  (4)  (xiv)  in  Amendment  No.  I to
Registration  Statement No.  33-64450 of the Company under the Securities Act of
1933, as amended, and herein incorporated by reference.

     (xiv) First Amendment,  Consent and Waiver,  dated as of February 10, 1994,
to the Credit  Agreement  referred to in (4) (xiii) above;  previously  filed as
Exhibit  (4) (xvii) by the  Company  in its Form 10-K for the fiscal  year ended
December 31, 1993, and herein incorporated by reference.

     (xv)  Second  Amendment,  dated  as of  October  21,  1994,  to the  Credit
Agreement referred to in paragraph (4) (xiii) above; previously filed as Exhibit
(4) (xviii) in  Registration  Statement No. 33-56409 under the Securities Act of
1933, as amended, filed November 10, 1994, and herein incorporated by reference.

     (xvi)  Assignment  and  Amendment  Agreement  dated as of February 9, 1995,
among  Holding,  the  Company,  certain  subsidiaries  of the  Company,  and the
financial  institutions listed in Schedule I thereto (the Original Lenders); the
financial  institutions listed in Schedule II thereto (the Continuing  Lenders),
including  Chemical Bank as  Administrative  Agent for the Original  Lenders and
Continuing  Lenders  and as  Collateral  Agent  for  the  Original  Lenders  and
Continuing Lenders.

         (xvii) Amended and Restated Credit  Agreement,  dated as of February 9,
1995, among Holding,  the Company,  certain  subsidiaries of the Company and the
lending  institutions  listed therein,  Chemical Bank, as Administrative  Agent;
Citibank,  N.A. and NationsBank,  N.A.  (Carolinas),  as Senior Managing Agents;
Bank of America Illinois,  The Bank of Nova Scotia,  Bankers Trust Company,  The
Chase  Manhattan  Bank,  N.A.,  Compagnie  Financiere  de  CIC  et de  L'  Union
Europeenne,  Credit Suisse, Deutsche Bank AG, The Industrial Bank of Japan Trust
Company,  The Long Term Credit Bank of Japan,  Limited  and The  Sumitomo  Bank,
Ltd., as Managing Agents;  and The Bank of New York,  Canadian  Imperial Bank of
Commerce, The Fuji Bank, Limited and The Sanwa Bank Limited, as Co-Agents,  with
exhibits but without  schedules.  (This  Amended and Restated  Credit  Agreement
replaces  the  Credit  Agreement  dated as of June 1,  1993  (the " 1993  Credit
Agreement")  referred to in Exhibit (4) (xiii) above, but the Security Documents
and the Guarantee  Documents  entered into pursuant to the 1993 Credit Agreement
continue  in force and  effect as  amended  by the  Credit  Documents  Amendment
Agreement dated as of February 9, 1995 described in Exhibit (4) (xviii) below.

        (xviii) Credit  Documents  Amendment  Agreement  dated as of February 9,
1995, among Holding,  the Company,  certain domestic and foreign subsidiaries of
the Company,  and Chemical Bank, as Administrative Agent and as Collateral Agent
for the Lenders  under the Amended and  Restated  Credit  Agreement  dated as of
February 9, 1995, described in Exhibit (4) (xvii) above.

         (xix) Stockholders  Agreement,  dated as of July 7, 1988, as amended as
of August 1, 1988, among Holding,  Kelso ASI Partners,  L.P., and the Management
Stockholders named therein;  previously filed as Exhibit 4.19 in Amendment No. 2
to the  Registration  Statement No. 33-23070 of Holding under the Securities Act
of 1933, as amended, and herein incorporated by reference.

         (xx) Amendment to Section 2.1 of the Stockholders Agreement referred to
in paragraph (4) (xix) above,  effective as of January 1, 1991; previously filed
as Exhibit  (4)  (xxvii)  by Holding in its Form 10-K for the fiscal  year ended
December 31, 1992, and herein incorporated by reference.

         (xxi)  Supplement  and  Amendment  dated as of September 4, 1991 to the
Stockholders  Agreement  dated as of July 7, 1988,  as  amended,  referred to in
paragraph  (4) (xix)  above;  previously  filed as Exhibit (4) (ii) in Holding's
Form 10-Q for the quarter ended  September 30, 1991, and herein  incorporated by
reference.

         (xxii) Amended Paragraph 6. 1 of the Stockholders Agreement referred to
in  paragraph  (4) (xix) above,  effective  as of September 2, 1993;  previously
filed as Exhibit  (4) (xxi) in  Holding's  Form 10-K for the  fiscal  year ended
December 31, 1993, and herein incorporated by reference.

         (xxiii)  Revised  Schedule of Priorities,  effective as of November 21,
1994,  as  adopted  by  the  Board  of  Directors  of  Holding  pursuant  to the
Stockholders  Agreement  dated as of July 7, 1988,  as  amended,  referred to in
paragraph (4) (xix) above.

     (xxiv) Amended and Restated Stockholders Agreement, dated as of December 2,
1994, among Holding,  Kelso ASI Partners,  L.P. and the Management  Stockholders
named  therein;  previously  filed  as  Exhibit  4 (xxi) in  Amendment  No. 1 to
Registration  Statement  No.  33-56409  under  the  Securities  Act of 1933,  as
amended, filed December 20, 1994, and herein incorporated by reference.

     (xxv) Form of Rights Agreement, dated as of January 5, 1995 between Holding
and Citibank, N.A. as Rights Agent.

     (10)1 (i) American Standard Inc. Long-Term Incentive  Compensation Plan, as
amended and  restated  as of  February  3, 1995;  copy of plan is being filed as
Exhibit  (10) (i) by the  Company  in its Form 10-K for the  fiscal  year  ended
December 31, 1994,  concurrently  with the filing of Holding's Form 10-K for the
same year, and herein incorporated by reference.

         (ii) Trust  Agreement for American  Standard Inc.  Long-Term  Incentive
Compensation Plan and Supplemental Incentive Plan, as amended and restated as of
February 3, 1995; copy of Trust Agreement is being filed as Exhibit (10) (ii) by
the  Company  in its Form 10-K for the  fiscal  year ended  December  31,  1994,
concurrently  with the  filing of  Holding's  Form 10-K for the same  year,  and
herein incorporated by reference.

         (iii) American Standard Inc. Annual Incentive Plan; previously filed as
Exhibit  (10) (vii) by the  Company  in its Form 10-K for the fiscal  year ended
December 31, 1988, and herein incorporated by reference.

         (iv) American Standard Inc.  Management  Partners' Bonus Plan effective
as of July 7, 1988;  previously  filed as Exhibit (10) (i) in the Company's Form
10-Q for the quarter  ended  September  30,  1988,  and herein  incorporated  by
reference;  amendments  to Plan  adopted  on June 7, 1990,  previously  filed as
Exhibit (4) (ii) in the Company's Form 10-Q for the quarter ended June 30, 1990,
and herein incorporated by reference.

         (v) American Standard Inc.  Executive  Supplemental  Retirement Benefit
Program,  as restated to include  all  amendments  through  December  31,  1993;
previously  filed as Exhibit  (10) (vii) by the Company in its Form 10-K for the
fiscal year ended December 31, 1993, and herein incorporated by reference.

         (vi)  American-Standard  Employee Stock  Ownership Plan, as amended and
restated as of January 1, 1994; copy of Amendment is being filed as Exhibit (10)
(vi) by the  Company in its Form 10-K for the fiscal  year  ended  December  31,
1994, concurrently with the filing of Holding's Form 10-K for the same year, and
herein incorporated by reference.

     (vii)  Amendment No. 1 to American  Standard  Employee Stock Ownership Plan
described  in Exhibit  (10) (vi) above,  authorized  December  1, 1994;  copy of
Amendment  is being filed as Exhibit  (10) (vii) by the Company in its Form 10-K
for the fiscal year ended  December  31, 1994,  concurrently  with the filing of
Holdings Form 10-K for the same year, and herein incorporated by reference.

         (viii)  Amendment No. 2 to American  Standard  Employee Stock Ownership
Plan  described in Exhibit (10) (vi) above,  authorized  March 2, 1995;  copy of
Amendment  is being filed as Exhibit (10) (viii) by the Company in its Form 10-K
for the fiscal year ended  December  31, 1994,  concurrently  with the filing of
Holding's Form 10-K for the same year, and herein incorporated by reference..

         (ix) American-Standard  Employee Stock Ownership Trust Agreement, dated
as of December 1, 1991, between ASI Holding  Corporation and Fidelity Management
Trust  Company (as  successor to Citizens & Southern  Trust  Company  (Georgia),
N.A.), as trustee;  previously filed as Exhibit (10) (xiv) by the Company in its
Form 10-K for the fiscal year ended December 31, 1991,  and herein  incorporated
by reference.

         (x) Consulting Agreement made July 1, 1988, with Kelso & Company,  L.P.
concerning general management and financial  consulting services to the Company;
previously  filed as Exhibit  (10)  (xviii) in the  Company's  Form 10-K for the
fiscal year ended December 31, 1988, and herein incorporated by reference.

         (xi)  Agreement,  dated as of  December  2, 1994,  among  Holding,  the
Company and Kelso & Company, L.P., amending the Consulting Agreement referred to
in paragraph (10) (x) above;  previously filed as Exhibit (10) (xi) in Amendment
No. 1 to  Registration  Statement No. 33-56409 under the Securities Act of 1933,
as amended, filed December 20, 1994, and herein incorporated by reference.

         (xii) American Standard Inc. Supplemental Compensation Plan for Outside
Directors,  as amended  through  February  3, 1995;  a copy of the Plan is being
filed as Exhibit  (10) (xii) by the Company in its Form 10-K for the fiscal year
ended December 31, 1994, concurrently with the filing of Holding's Form 10-K for
the same year, and herein incorporated by reference.

         (xiii) ASI  Holding  Corporation  1989  Stock  Purchase  Loan  Program;
previously filed as Exhibit (10) (i) in Holdings Form 10-Q for the quarter ended
September 30, 1989, and herein incorporated by reference.

         (xiv)  Corporate  Officers  Severance  Plan  adopted by the  Company in
December, 1990, effective April 27, 1991; previously filed as Exhibit (10) (xix)
by the Company in its Form 10-K for the fiscal year ended December 31, 1990, and
herein incorporated by reference.

         (xv) Estate  Preservation  Plan,  adopted by the  Company in  December,
1990;  previously filed as Exhibit (10) (xx) by the Company in its Form 10-K for
the fiscal year ended December 31, 1990, and herein incorporated by reference.

     (xvi) Amendment adopted in March 1993 to Estate  Preservation Plan referred
to in (10) (xv) above;  previously filed as Exhibit (10)(xvii) by the Company in
its  Form  10-K  for  the  fiscal  year  ended  December  31,  1993  and  herein
incorporated by reference.

         (xvii) Summary of terms of Unfunded Deferred  Compensation Plan adopted
December 2, 1993; previously filed as Exhibit (10) (xviii) by the Company in its
Form 10-K for the fiscal year ended December 31, 1993 and herein incorporated by
reference.

     (xviii) American Standard  Companies Inc. Stock Incentive Plan;  previously
filed as Exhibit  (10) (xx) in Amendment  No. 3 to  Registration  Statement  No.
33-56409 under the Securities Act, as amended, filed January 5, 1995, and herein
incorporated by reference.

         (xix) American  Standard Inc. and Subsidiaries  1994-1995  Supplemental
Incentive  Compensation  Plan (formerly  named TNE Incentive  Plan),  as amended
through February 3, 1995; copy of Plan is being filed as Exhibit (10) (xviii) by
the  Company  in its Form 10-K for the  fiscal  year ended  December  31,  1994,
concurrently  with the  filing of  Holding's  Form 10-K for the same  year,  and
herein incorporated by reference.

     (xx) Form of  Indemnification  Agreement;  previously filed as Exhibit (10)
(xxi) in  Amendment  No. 3 to  Registration  Statement  No.  33-56409  under the
Securities  Act  of  1933,  as  amended,  filed  January  5,  1995,  and  herein
incorporated by reference.

     (13) 1994 Annual Report to Stockholders.  (Only those portions specifically
incorporated  by reference are filed; no other portions of the Annual Report are
to be deemed filed.)

(21)              Listing of Holding's subsidiaries.

(27)              Financial Data Schedule.

     1Items in this series 10 consist of  management  contracts or  compensatory
plans or arragnements with the exception of (10)(x) and (xi).