<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For the quarterly period ended:      OCTOBER 4, 1997
                                     ---------------

Commission file number:                  0-20328
                                         -------

                                   AMTROL INC.
             (exact name of registrant as specified in its charter)

   RHODE ISLAND                                               05-0246955
   ------------                                               ----------


                 1400 DIVISION ROAD, WEST WARWICK, RI 02893-1008
                 -----------------------------------------------
                    (Address of principal executive offices)



Registrant's telephone number, including area code:       (401) 884-6300
                                                          --------------


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






                    100 SHARES OF COMMON STOCK $.01 PAR VALUE
                    -----------------------------------------
                              as of October 4, 1997

<PAGE>   2

AMTROL INC. AND SUBSIDIARIES


         FORM 10-Q FOR THE QUARTER AND NINE MONTHS ENDED OCTOBER 4, 1997



                                      INDEX


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
PART I.     FINANCIAL INFORMATION

   Item 1.  Consolidated Balance Sheets -
                October 4, 1997 and December 31, 1996                         1

            Consolidated Statements of Operations -
                For the Quarter and Nine Months Ended October 4, 1997
                (Successor Company) and September 28, 1996
                (Predecessor Company)                                         2

            Consolidated Statement of Shareholders' Equity -
                For the Nine Months Ended October 4, 1997                     3

            Consolidated Statements of Cash Flows -
                For the Nine Months Ended October 4, 1997
                (Successor Company)
                and September 28, 1996 (Predecessor Company)                  4

            Notes  to Consolidated Financial Statements                       5

   Item 2.  Management's Discussion and Analysis of Results of
                Operations and Financial Condition                            10


PART II.    OTHER INFORMATION

   Item 6.  Exhibits and Report on Form 8-K                                   16


            Signatures                                                        17

</TABLE>


<PAGE>   3


                          AMTROL INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED - IN THOUSANDS )


<TABLE>
<CAPTION>

                                     ASSETS
                                                                      OCTOBER 4,       DECEMBER 31,
                                                                         1997              1996
                                                                      ----------       ------------
<S>                                                                   <C>              <C>
CURRENT ASSETS:
      Cash and cash equivalents                                        $  6,636          $  6,383
      Accounts receivable, less allowance for doubtful accounts          32,508            21,861
      Accounts receivable - tax refund.                                     549             2,000
      Inventories                                                        26,667            24,783
      Prepaid income taxes                                                1,734             1,734
      Prepaid expenses and other                                            912               691
      Assets held for sale                                                  846             1,500
                                                                       --------          --------
         Total current assets                                            69,852            58,952
                                                                       --------          --------

Net Property, Plant and Equipment                                        48,272            36,889

OTHER ASSETS:
      Cash surrender value of officers' life insurance                      506             1,614
      Goodwill                                                          167,882           147,756
      Financing Costs                                                     7,722             8,387
      Other                                                               1,417             1,285
                                                                       --------          --------
                                                                        177,527           159,042
                                                                       --------          --------
                                                                       $295,651          $254,883
                                                                       ========          ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
      Current maturities of long term debt                               $4,849              $825
      Accounts payable                                                   13,617             5,794
      Accrued expenses                                                   13,627            14,472
      Accrued interest                                                    3,964             2,232
      Accrued income taxes                                                1,757               582
                                                                       --------          --------
         Total current liabilities                                       37,814            23,905
                                                                       --------          --------

LONG TERM DEBT, LESS CURRENT INSTALLMENTS                               182,546           159,175
                                                                       --------          --------

OTHER NONCURRENT LIABILITIES                                             12,211             4,544
                                                                       --------          --------

DEFERRED INCOME TAXES                                                       224               222
                                                                       --------          --------

SHAREHOLDERS' EQUITY:
      Common stock $.01 par value- Authorized-1,000 shares
        Issued-100 shares.                                                   --                --
      Additional paid-in capital                                         69,326            69,326
      Retained earnings                                                  (6,470)           (2,289)
                                                                       --------          --------
         Total shareholders' equity                                      62,856            67,037
                                                                       --------          --------
                                                                       $295,651          $254,883
                                                                       ========          ========

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                                                             (1)


<PAGE>   4


                          AMTROL INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (UNAUDITED - IN THOUSANDS)



<TABLE>
<CAPTION>

                                             FOR THE QUARTER ENDED            FOR THE NINE MONTHS ENDED
                                         -----------------------------       ---------------------------
                                         OCTOBER 4,      SEPTEMBER 28,       OCTOBER 4,    SEPTEMBER 28,
                                            1997             1996               1997            1996
                                         (SUCCESSOR      (PREDECESSOR        (SUCCESSOR     (PREDECESSOR
                                          COMPANY)          COMPANY)          COMPANY)        COMPANY)
                                         ----------      -------------       ----------    -------------
<S>                                      <C>             <C>                 <C>           <C>

Net sales                                 $48,166           $45,400           $136,711        $134,816

Cost of goods sold                         35,905            32,852            101,788          98,018
                                          -------           -------           --------        --------
Gross profit                               12,261            12,548             34,923          36,798


Selling                                    3,378             4,363             10,265          12,420
General and administrative                  3,270             3,129              9,058          10,373
Plant Closing Costs                         2,500                --              2,500              --
Amortization of Goodwill                    1,035                --              2,910              --
                                          -------           -------           --------        --------
          Income from operations            2,078             5,056             10,190          14,005


Interest expense                           (4,949)             (105)           (13,896)           (149)
Interest income                                55                20                345             180
License and distributorship fees               80                50                190             156
Other, net                                    297                37                286              84
                                          -------           -------           --------        --------
      Income (loss) before provision      
        for income taxes                   (2,439)            5,058             (2,885)         14,276


Provision for income taxes                    456             1,947              1,253           5,496
                                          -------           -------           --------        --------
Net (loss) income                         ($2,895)          $ 3,111            ($4,138)       $  8,780
                                          =======           =======           ========        ========

</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.

                                                                             (2)



<PAGE>   5

                          AMTROL INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                           (UNAUDITED - IN THOUSANDS )


<TABLE>
<CAPTION>
                                                 Additional
                                     Common       Paid - in      Retained
                                     Stock         Capital       Earnings
                                     ------      ----------      --------
<S>                                  <C>         <C>             <C>

BALANCE, December 31, 1996             -           69,326         (2,289)
      Currency Conversion Loss                                       (43)
      Net Loss.                        -                          (4,138)
                                     =====         ======         ======
BALANCE, October  4, 1997              -           69,326         (6,470)
                                     =====         ======         ======

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.









                                                                             (3)


<PAGE>   6


                          AMTROL INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED - IN THOUSANDS)


<TABLE>
<CAPTION>

                                                                             FOR THE NINE MONTHS ENDED
                                                                           OCTOBER 4,      SEPTEMBER 28,
                                                                              1997             1996
                                                                           (SUCCESSOR      (PREDECESSOR
                                                                            COMPANY)         COMPANY)
                                                                           ----------      -------------
<S>                                                                        <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
      Net (Loss) Income                                                      ($4,138)        $ 8,780
      Adjustments to reconcile net (loss) income to net cash used by
       operating activities -
                 Depreciation                                                  4,394           3,932
                 Amortization                                                  3,782
                 Provision for losses on accounts receivable                     207             181
                 Loss on sale of fixed assets                                      2              92

      Changes in assets and liabilities                                        2,637          (6,431)
                                                                            --------         -------

                        Net cash provided by operating activities              6,884           6,554

CASH FLOWS FROM INVESTING ACTIVITIES:
      Investment in Alfa                                                     (22,786)
      Investment in Alfa net non-cash assets                                  (4,173)
      Proceeds from sale of fixed assets                                         681           1,991
      Capital expenditures                                                    (6,061)         (8,053)
                                                                            --------         -------

                        Net cash used in investing activities                (32,339)         (6,062)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Repayment of long term debt                                             (1,292)
      Repayment of short term debt                                                            (3,500)
      Issuance of short term debt                                             20,000           3,500
      Deferred installment finance and acquisition costs                       7,000
      Cash dividends                                                                          (6,321)
      Issuance of common stock - exercise of stock options                                       188
      Repurchase of treasury stock                                                               (15)
                                                                            --------         -------

                        Net cash provided by (used) in financing              25,708          (6,148)
                        activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             253          (5,656)

CASH AND CASH EQUIVALENTS, beginning of period                                 6,383           9,078
                                                                            --------         -------
CASH AND CASH EQUIVALENTS, end of period                                    $  6,636         $ 3,422
                                                                            ========         =======

CASH PAID FOR:
      Interest                                                              $ 11,112         $   121
      Income taxes                                                          $     36         $ 4,258

</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.



                                                                             (4)


<PAGE>   7



AMTROL INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.       CONSOLIDATED FINANCIAL STATEMENTS

         In the opinion of management, the accompanying unaudited consolidated
         financial statements contain all adjustments necessary to present
         fairly, in accordance with generally accepted accounting principles,
         the Company's financial position, results of operations and cash flows
         for the interim periods presented. Such adjustments consisted of only
         normal recurring items. The results of operations for the interim
         periods shown in this report are not necessarily indicative of results
         for any future interim period or for the entire year. These
         consolidated financial statements do not include all disclosures
         associated with annual financial statements and accordingly should be
         read in conjunction with the consolidated financial statements and
         notes thereto included in the Company's Annual Report on Form 10K.

2.       BASIS OF PRESENTATION

         For periods prior to November 13, 1996, the accompanying consolidated
         financial statements represent the consolidated results and financial
         position of AMTROL Inc. and Subsidiaries (the Predecessor). On November
         13, 1996, the Predecessor merged with AMTROL Acquisition, Inc., a
         wholly-owned subsidiary of AMTROL Holdings Inc., a Delaware corporation
         organized by The Cypress Group L.L.C. as more fully described in Note 3
         (the Merger). Financial statements for periods subsequent to November
         12, 1996 represent the consolidated financial statements of AMTROL Inc.
         and Subsidiaries (the Successor) after giving effect to the Merger.
         References to the Company refer to the Predecessor prior to the Merger
         and the Successor post-Merger.

3.       MERGER AND FINANCING

         AMTROL Acquisition Inc. ("Acquisition") and AMTROL Holdings Inc.
         ("Holdings") were formed by The Cypress Group L.L.C. ("Cypress") in
         1996 to effect the acquisition of all of the outstanding common stock
         of the Predecessor through the Merger of Acquisition with and into the
         Successor. Upon consummation of the Merger on November 13, 1996, all of
         the outstanding common stock of Acquisition was converted into common
         stock of the Successor and the Successor became a wholly-owned
         subsidiary of Holdings. The Successor, as the surviving entity,
         continues to be named AMTROL Inc. Holdings has no other material
         assets, liabilities or operations other than those that result from its
         ownership of the common stock of the Successor.





                                                                             (5)



<PAGE>   8


AMTROL INC. AND SUBSIDIARIES



              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D.)
                                   (UNAUDITED)


3.       MERGER AND FINANCING (CONT'D.)


         The Merger has been accounted for as a purchase transaction effective
         as of November 13, 1996, in accordance with Accounting Principles Board
         Opinion No. 16, Business Combinations, and EITF Issue No. 88-16, Basis
         in Leveraged Buyout Transactions and, accordingly, the consolidated
         financial statements for the periods subsequent to November 12, 1996
         reflect the purchase price, including transaction costs, allocated to
         tangible and intangible assets acquired and liabilities assumed, based
         on their estimated fair values as of November 12, 1996, which may be
         revised at a later date. The excess of the purchase price over the fair
         value of net assets acquired has been allocated to goodwill.


4.       USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

5.       SIGNIFICANT ACCOUNTING POLICIES

         GOODWILL

         Goodwill represents the excess of purchase price over the fair value of
         net assets acquired in connection with the Merger (approximately $146
         million) and the Alfa Acquisition (approximately $22 million) and is
         included in other assets. Goodwill is being amortized over 40 years.


         DEFERRED FINANCING COSTS

         Deferred financing costs are stated at cost as a component of other
         assets and amortized over the life of the related debt using the
         effective interest method. Amortization of deferred financing costs is
         included in interest expense.









                                                                             (6)

<PAGE>   9


AMTROL INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D.)
                                   (UNAUDITED)



6.       INVENTORIES

         Inventories are stated at the lower of cost or market and were as
         follows:

<TABLE>
<CAPTION>
                                                OCTOBER 4, 1997      DECEMBER 31, 1996
                                                ---------------      -----------------
                                                           (in thousands)
         <S>                                    <C>                  <C>

         Raw Materials and Work in Process          $ 8,704               $ 9,429
         Finished Goods                              17,581                15,354
                                                    -------               -------
                                                    $26,667               $24,783
                                                    =======               =======
</TABLE>

         Inventories valued under the last-in, first-out (LIFO) cost method
         comprised approximately 62.4% of the October 4, 1997 totals and 60.5 %
         of the 1997 totals.


7.       LONG-TERM DEBT AND NOTES PAYABLE TO BANKS

         In November 1996, the Company entered into a Bank Credit Agreement (the
         "Agreement") that provides for secured borrowings from a syndicate of
         lenders consisting of (i) a five and one-half year revolving credit
         facility providing for up to $30 million in revolving loans, $5.0
         million of which may be used for letters of credit (the "Revolving
         Credit Facility") and (ii) a term loan facility providing for $45.0
         million in term loans, consisting of a five and one-half year Tranche A
         Term Loan of $20.0 million and a seven and one-half year Tranche B Term
         Loan for $25.0 million (collectively, the Term Loans).

         On June 30, 1997, the Company borrowed $20.0 million under the
         Revolving Credit Facility to finance the Alfa Acquisition (see Note
         10).

         In connection with the Merger, the Company issued $115.0 million of
         Senior Subordinated Notes due in 2006 (the "Notes"). The Notes are
         unsecured obligations of the Company. The Notes bear interest at a rate
         of 10.625% per annum, which is payable semi-annually on each June 30
         and December 31, commencing on June 30, 1997.

         Under the terms of both the Agreement and the Note indenture, AMTROL is
         required to comply with certain financial covenants and restrictions
         with which AMTROL was in compliance at October 4, 1997.








                                                                             (7)


<PAGE>   10


AMTROL INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D.)
                                   (UNAUDITED)

8.       PROVISION FOR INCOME TAXES

         The effective income tax rates used in the interim financial statements
         are estimates of the full year's rates. The difference for 1997 between
         a provision computed using the respective statutory U.S. federal income
         tax rate and the provision for income taxes in the accompanying
         consolidated financial statements is primarily the result of goodwill
         amortization and certain foreign operating losses for which there is no
         tax benefit.

9.       SALE OF ASSETS

         In May 1997, the Company sold all of the assets, subject to
         substantially all liabilities, of its American Granby Inc. subsidiary.
         Accordingly, the results of American Granby are included in the
         accompanying consolidated statements of operations for the first five
         months of 1997 as compared to the entire nine month period in 1996. Net
         sales and operating income included in the accompanying consolidated
         statements are as follows:

<TABLE>
<CAPTION>

                                              QUARTER  ENDED                   NINE MONTHS ENDED
                                        October 4,     September 28,      October 4,      September 28,
                                           1997            1996              1997             1996
                                        ----------     -------------      ----------      -------------
<S>                                     <C>            <C>                <C>             <C>

         Net Sales                         $--             $4.8              $7.6             $15.4
         Operating Income                   --               --                --                .2

</TABLE>

         In May 1997, the Company sold its Peru, Indiana production facility and
         the related pump business. AMTROL transferred certain production
         activities performed in Peru to the Company's West Warwick, RI
         facility. The Company believes that the operational efficiencies gained
         through production consolidation will offset lost contribution from the
         pump business.

         The Company utilized the net proceeds of the sales of approximately
         $6.0 million to fund seasonal working capital demands as well as the
         Alfa Acquisition.

10.      ACQUISITION

         On June 30, 1997, the Company entered into a Promissory Agreement and a
         Complementary Document to the Promissory Agreement (collectively, the
         "Purchase Agreements") to acquire all the outstanding capital shares of
         Petroleo Mecanica Alfa, S.A., a corporation organized under the laws of
         Portugal ("Alfa").

         Alfa is a leading designer and manufacturer of reusable steel gas
         cylinders used for heating and refrigerant gases and maintains a
         production facility in Guimaraes, Portugal. AMTROL expects to integrate
         Alfa into its existing business of manufacturing and distributing water
         and HVAC systems. This will provide a significant low cost
         manufacturing base for AMTROL products for distribution in Europe and
         the Far East.


                                                                             (8)

<PAGE>   11

AMTROL INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D.)
                                   (UNAUDITED)


         The agreement is for an aggregate purchase price of $25,500,000 (in
         United States dollars). AMTROL assumed immediate management control of
         Alfa (the "Acquisition") and, accordingly, the consolidated balance
         sheet of AMTROL as of October 4, 1997 reflects the balances of Alfa as
         of such date. AMTROL paid $20 million of the purchase price on June 30,
         1997 from borrowings available under AMTROL's existing credit facility.
         The balance of $5.5 million, which is reflected in Other Non-current
         Liabilities on the balance sheet, is expected to be paid in December
         1997 and will be funded by cash provided from working capital. The
         Acquisition is subject to, and has received, approvals required under
         Portuguese laws governing concentration of industries and free
         competition.

         The operating results of Alfa are included in the third quarter and
         year-to-date sales and operating income in the accompanying financial
         statements and amounted to $7.8 million and $.8 million, respectively.

11.      PLANT CLOSING

         In September 1997, the Company ceased operations at its Singapore
         production facility. The Company plans to relocate its production of
         non-returnable chemical containers to other facilities, including its
         newly acquired "Alfa" facility in Guimaraes, Portugal. The Company's
         third quarter and year-to-date results include a pre-tax charge to
         operating expenses of $2.5 million in connection with the closure. At
         October 4, 1997, the $2.5 million charge is included in accrued
         expenses on the consolidated balance sheet.











                                                                             (9)



<PAGE>   12


AMTROL INC. AND SUBSIDIARIES


ITEM 2.


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION




OVERVIEW

The following discussion should be read in conjunction with the consolidated
Financial Statements and Notes thereto appearing elsewhere in this report. This
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1993 and Section 21E of the Securities Exchange Act of
1934. Such statements involve risks and uncertainties that could cause actual
results to differ materially from those set forth in such forward-looking
statements. Among other things, expectations for upcoming periods are based on
assumptions which management believes to be reasonable at this time, including
assumptions concerning the volume and product mix of sales. Moreover, there can
be no assurances when initiatives undertaken by the Company to rationalize its
manufacturing operations and improve plant productivity will be successful.
Other significant potential risks and uncertainties include the following: risks
associated with indebtedness; uncertainties of its acquisition strategy,
including the successful integration of the Alfa Acquisition; high level of
competition in the Company's markets; importance and costs of product
innovation; risks associated with international operations; product liability
exposure and the risk of adverse effects of economic and regulatory conditions
on sales; and risks associated with environmental matters.

The consolidated balance sheet of the Company at October 4, 1997 reflects
allocation of the purchase price to the assets acquired in the Merger and
reflects the balances of Alfa as of such date. Operating results subsequent to
the Merger are comparable to prior periods, with the exception of depreciation,
interest expense and amortization of intangible assets, the sale of the
Company's American Granby accessory business and the acquisition of the Alfa
subsidiary.












                                                                            (10)


<PAGE>   13

AMTROL INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentages of
the Company's net sales represented by certain income and expense items in the
Company's Consolidated Statements of Operations.

<TABLE>
<CAPTION>

                                           For The Quarter Ended             For The Nine Months Ended

                                         Oct.4, 1997   Sept. 28, 1996     Oct. 4, 1997    Sept. 28, 1996
                                          Successor     Predecessor        Successor       Predecessor
                                           Company        Company           Company          Company
                                         -----------   --------------     ------------    --------------
         <S>                             <C>           <C>                <C>             <C>


         Net Sales                          100.0%         100.0%            100.0%           100.0%
         Cost of Good Sold                   74.5           72.4              74.5             72.7
                                            -----          -----             -----            -----
         Gross Profit                        25.5           27.6              25.5             27.3
         Selling, General and
             Administrative Expenses         13.8           16.5              14.1             16.9
         Plant Closing Costs                  5.2             --               1.8               --
         Amortization of Goodwill             2.1             --               2.1               --
                                            -----          -----             -----            -----
         Income from Operations               4.4           11.1               7.5             10.4
         Interest Expense                   (10.3)           (.2)            (10.2)             (.1)
         Interest Income                       .1             --                .3               .1
         Other Income, net                     .8             .2                .3               .2
                                            -----          -----             -----            -----
         Income before provision
             for income taxes                (5.0)          11.1              (2.1)            10.6
         Provision for Income Taxes           1.0            4.3                .9              4.1
                                            -----          -----             -----            -----
         Net (Loss) Income                   (6.0)%          6.8%             (3.0)%            6.5%
                                            =====          =====             =====            =====

</TABLE>

Results for the quarter and year-to-date periods were impacted by: (i) the
acquisition of Alfa on June 30, 1997 (see Note 10) as sales and income from this
subsidiary were included in the quarter and year-to-date periods in 1997, but
were not included in the comparable period in 1996; (ii) the divestiture of the
American Granby accessory business in May 1997 (see Note 9) as 1997 did not
include sales and income from the accessory business subsequent to May which
were included in the comparable period in 1996; and (iii) the closing of the
Company's Singapore production facility in the third quarter which resulted in a
charge of $2.5 million to operating expenses (See Note 11).

Net third quarter sales increased $2.8 million or 6.1% compared to the
comparable 1996 period. The quarter-to-quarter comparison is affected by the
acquisition of Alfa and the sale of American Granby, as well as the sale of the
Company's pump business at the Peru facility. Excluding the results of these
businesses, sales would have increased approximately 1%. Container product sales
increased approximately $.9 million or 11% in the 1997 third quarter as compared
to 1996. Sales of the Company's water systems products and plumbing and heating
products in the third quarter were essentially even with the 1996 period, after
giving effect to the sale of the Company's pump business in May 1997.

                                                                            (11)


<PAGE>   14


AMTROL INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS (CONT'D)

The gross profit in the third quarter decreased by $0.3 million or 2.3% from the
previous year, while the margin percentage decreased to 25.5% of net sales in
1997 from 27.6% in 1996. The inclusion of the operating results for the Alfa
subsidiary in the consolidated results for the quarter deflated the margin
percentage as the margins generated on reusable steel gas cylinders produced at
this facility are lower than many other Amtrol products. Excluding the results
of the new Alfa subsidiary, the margin percentage for the third quarter would
have been 27.3%. The gross profit percentage was unfavorably affected by
unanticipated high costs associated with the new Singapore production facility
through the end of August. Also, during 1997 the Company experienced higher
product returns than normal, caused by a manufacturing process problem which has
since been corrected. The Company believes these incremental product returns
will diminish significantly by the end of 1997. In addition, while the Company
believes it has successfully maintained market volume and position in the
chemical container business, competitive pricing actions as well as the movement
of chemical container customers towards long-term single source contracts, have
adversely affected margins.

Net sales for the nine months ended October 4, 1997 increased $1.9 million or
about 1% compared to 1996. The year-to-year comparison is affected by the
acquisition of Alfa and the sale of American Granby, as well as the sale of
the Company's pump business at the Peru facility. Excluding the results of these
businesses, sales would have increased approximately 2%. Sales of water systems
products were even with last year, while sales of container products and
plumbing and heating products increased.

The gross profit and margin percentage for the nine months ended October 4, 1997
were impacted by the same business influences which affected the quarterly
results. Gross profit decreased by $1.9 million or 5.1% as compared to the same
period in 1996, and the gross profit percentage decreased to 25.5% of net sales
in 1997 from 27.3% in 1996. Excluding the results of the new Alfa subsidiary,
the margin percentage for the nine month period would have been 26.1%.

Selling, General and Administrative expenses decreased $.8 million or 11.2% to
$6.6 million in the third quarter of 1997, and as a percentage of net sales was
13.8% in 1997 and 16.5% in 1996. For the first nine months of 1997, Selling,
General and Administrative Expenses decreased by $3.5 million to $19.3 million,
or 14.1% of net sales in 1997 from $22.8 million or 16.9% of net sales in 1996.
In the third quarter and the nine month period, expenses decreased primarily due
to reductions in corporate overhead and restructuring of the Company's general
and administrative staff, as part of the Company's new business strategy.

Earnings before interest expense, taxes, depreciation and amortization (EBITDA)
in the third quarter of 1997 amounted to $7.7 million compared to $6.5 million
in the 1996 third quarter, an increase of $1.2 million or 18.5%. For the nine
months, EBITDA increased by $2.7 million or 14.9% to $20.8 million, from $18.1
million in 1996.





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<PAGE>   15


AMTROL INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS (CONT'D)

As discussed in the accompanying financial statements, the Company ceased
operations of its Singapore production facility at the end of August. In
connection with the closure of this facility, the Company recorded a pre-tax
charge of $2.5 million relating to severance, lease termination and other
related costs. The facility had generated losses since it was placed into
production in the fourth quarter of 1996 due to difficulties in sourcing quality
steel and high fixed costs in relation to production volume. The Company is
currently relocating production to other facilities, including the recently
acquired Alfa facility in Portugal, and continues to serve the needs and
requirements of its Asia/Pacific customers without interruption.

Amortization expense of $1.0 million for the second quarter and $2.9 million for
the nine months of 1997 results from amortization of goodwill recorded as part
of purchase accounting in connection with the Merger and the acquisition of
Alfa.

Interest expense of $4.9 million for the third quarter and $13.9 million for the
nine month period reflects the Company's higher levels of debt related to the
financing of the Merger and the Alfa acquisition.

Net (loss) for the third quarter was $2.9 million, a decrease in income of $6.0
million compared to 1996. The third quarter net loss includes the $2.5 million
pre-tax charge relating to the closure of the Singapore facility as well as the
higher amortization and interest expense of $5.9 associated with the Merger and
the Alfa acquisition.

INFLATION

In recent years, inflation has been modest and has not had a material impact
upon the results of the Company's operations.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital at October 4, 1997 was $32.0 million and the ratio of current
assets to current liabilities was 1.85 to 1.0. This compares with working
capital of $35.1 million and a current ratio of 2.5 to 1.0 at December 31, 1996.

The Company experienced an increase in its Accounts Receivable balance due to
the increased level of sales activity, reflecting seasonal demand, when compared
to the fourth quarter of 1996, and to the inclusion of receivables from the
recently acquired Alfa subsidiary. Inventories, as well as accounts payable,
also increased from the previous year end due to the inclusion of the Alfa
subsidiary.

The Company's cash balance increased $.3 million compared to the end of 1996.
During the nine months ended October 4, 1997, operating activities provided cash
of $6.9 million. During this same period, the Company invested $5.4 million,
net, in machinery and equipment and repaid debt of $1.3 million. Proceeds from
the May 1997 sale of the American Granby accessories business approximated $6.0
million. These funds were used to partly fund the acquisition of Alfa in June
1997.


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<PAGE>   16


AMTROL INC. AND SUBSIDIARIES


LIQUIDITY AND CAPITAL RESOURCES (CONT'D.)

The Company's total capital expenditures for 1997 are projected to be $8.0
million. The projection reflects planned capital investments at the new Alfa
facility intended to exploit opportunities for improving productivity at that
location.

In connection with the Merger, AMTROL issued $115.0 million of Senior
Subordinated Notes due 2006 (the "Notes") issued under an Indenture dated as of
November 13, 1996. The Notes are unsecured obligations of AMTROL. The Notes bear
interest at a rate of 10.625% per annum and are payable semi-annually on each
June 30 and December 31 commencing on June 30, 1997. In addition, on or prior to
December 31, 1999, the Company may use the net cash proceeds of one or more
public equity offerings to redeem up to 35% of the aggregate principal amount of
the Notes originally issued at a redemption price of 110.625% of the principal
amount thereof plus accrued interest to the date of redemption. Upon a "Change
of Control" (as defined in the Indenture), each Note holder has the right to
require the Company to repurchase such holder's Notes at a purchase price of
101% of the principal amount plus accrued interest. The Indenture contains
affirmative and negative covenants and restrictions similar to those required
under the terms of the Bank Credit Agreement discussed below. As of October 4,
1997, AMTROL is in compliance with the various covenants of the Indenture.

The Company has a substantial amount of indebtedness. The Company intends to
fund its future working capital expenditures and debt service requirements
through cash flows generated from operations (including the results of
initiatives to significantly reduce operating expenses), borrowings under the
revolving credit facility (the "Revolving Credit Facility") provided under the
Bank Credit Agreement and through the use of available cash balances ($6.6
million at October 4, 1997). (Upon consummation of the Merger on November 13,
1996, the Company became party to the Bank Credit Agreement. The Bank Credit
Agreement provides for $45.0 million of senior term loans (the "Term Loans") and
a $30.0 million Revolving Credit Facility. A portion ($20.0 million) of the Term
Loans (the "Tranche A Term Loans") will mature five and one-half years after the
effective date of the Merger, with quarterly amortization payments during the
term of such loans. The remainder ($25.0 million) of the Term Loans (the
"Tranche B Term Loans") will mature seven and one-half years after the effective
date of the Merger, with nominal quarterly amortization prior to the maturity of
the Tranche A Term Loans and with the remaining amounts amortizing on a
quarterly basis thereafter. The Revolving Credit Facility includes a sublimit
providing for up to $20.0 million of availability on a revolving credit basis to
finance permitted acquisitions. On June 30, 1997, the Company borrowed $20
million, representing the entire acquisition sublimit under the Revolving Credit
Facility, to fund the acquisition of Alfa. The commitments under the Revolving
Credit Facility and the acquisition sublimit will reduce by $5.0 million in the
fourth year and $10.0 million in the fifth year after the effective date of the
Merger, November 13, 1996. The Revolving Credit Facility will mature five and
one-half years after the effective date of the Merger. The Bank Credit Facility
is secured by substantially all assets of the Company and its subsidiaries.






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<PAGE>   17


AMTROL INC. AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES (CONT'D.)

Management believes that cash generated from operations, together with
borrowings available under the Revolving Credit Facility, will be sufficient to
meet the Company's working capital and capital expenditure needs in the
foreseeable future. The Company may consider other options available to it in
connection with funding future working capital and capital expenditure needs,
including the issuance of additional debt and equity securities.

In May 1997, the Company sold all of the assets, subject to substantially all
liabilities, of its American Granby Inc. subsidiary. Also in May 1997, the
Company sold its Peru, Indiana production facility and the related pump
business. AMTROL transferred certain production activities performed in Peru to
the Company's West Warwick, RI facility. The Company believes that the
operational efficiencies gained through production consolidation will offset
lost contribution from the pump business. As discussed previously, the Company
ceased operations of its Singapore Facility at the end of August 1997 and
expects to relocate the production of non-returnable chemical containers to
other facilities, including the newly acquired Alfa facility in Portugal.














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<PAGE>   18

AMTROL INC. AND SUBSIDIARIES

                                     PART II




ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K


No reports or exhibits on form 8-K were filed during the period covered by this
report.















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<PAGE>   19


AMTROL INC. AND SUBSIDIARIES



SIGNATURES



Pursuant to the requirements 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.



                                                   AMTROL INC.


Date: November 17, 1997                            By:  s\s  John P. Cashman
      -----------------                                -------------------------
                                                       John P. Cashman
                                                       Chairman, President and
                                                       Chief Executive Officer



Date: November 17, 1997                            By: s\s Edward J. Cooney
      -----------------                                -------------------------
                                                       Edward J. Cooney
                                                       Senior Vice President
                                                       Chief Financial Officer



















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