<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:        September 28, 1996
                                    ------------------------

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.



                 7,444,220 shares of Common stock $.01 par value
                 -----------------------------------------------
                            as of September 28, 1996


<PAGE>   2

                                      INDEX
                                                                         PAGE
                                                                         ----
PART I.    Financial Information

   Item 1. Condensed Consolidated Balance Sheets - September 28, 
                1996 and December 31, 1995                                 1

           Condensed Consolidated Statements of Income - For the
                Quarters and the Nine Months Ended September 28,
                1996 and September 30, 1995                                2

           Condensed Consolidated Statement of Shareholders'
                Equity - For the Nine Months Ended September 28,
                1996                                                       3

           Condensed Consolidated Statements of Cash Flows - For
                the Nine Months Ended September 28, 1996 and
                September 30, 1995                                         4

           Notes to Condensed Consolidated Financial Statements            5


   Item 2. Management's Discussion and Analysis of
                Results of Operations and Financial Condition             7-11


PART II.   Other Information                                               12


   Item 6. Exhibits and Reports on Form 8-K

           Signatures                                                      13


<PAGE>   3

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>
                                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                (Unaudited - in thousands, except per share data)
<CAPTION>
                                                   ASSETS
                                                                                  September 28,   December 31,
                                                                                      1996           1995
                                                                                    --------       --------
<S>                                                                                  <C>            <C>
CURRENT ASSETS:                                                                                   
         Cash and cash equivalents .............................................     $ 3,422        $ 9,078
         Accounts receivable, less allowance for doubtful accounts .............      30,451         24,108
         Inventories ...........................................................      22,686         21,315
         Prepaid income taxes ..................................................       1,714          2,793
         Prepaid expenses and other ............................................       1,372            462
         Assets held for sale ..................................................       1,786          3,736
                                                                                     -------        -------
                  Total current assets .........................................      61,431         61,492
                                                                                     -------        -------
                                                                                                  
         Net Property, Plant and Equipment .....................................      32,089         27,933
                                                                                     -------        -------
                                                                                                  
  OTHER ASSETS:                                                                                   
         Intangible Assets .....................................................         489            501
         Other .................................................................       2,633          3,983
                                                                                     -------        -------
                                                                                       3,122          4,484
                                                                                     -------        -------
                                                                                     $96,642        $93,909
                                                                                     =======        =======
                                                                                                  
                                        LIABILITIES AND SHAREHOLDERS' EQUITY                      
                                                                                                  
  CURRENT LIABILITIES:                                                                            
                                                                                                  
         Accounts payable ......................................................     $ 9,203        $ 6,526
         Accrued expenses ......................................................       8,620         11,104
         Accrued income taxes ..................................................         865            559
                                                                                     -------        -------
                  Total current liabilities ....................................      18,688         18,189
                                                                                     -------        -------
                                                                                                  
  OTHER NONCURRENT LIABILITIES .................................................       4,669          4,903
                                                                                     -------        -------
                                                                                                  
  DEFERRED INCOME TAXES ........................................................         447            611
                                                                                     -------        -------
                                                                                                  
  SHAREHOLDERS' EQUITY:                                                                           
         Preferred stock $.01 par value -                                                         
                  Authorized - 5,000,000 shares and Issued - None 
         Common stock $.01 par value -                                                                         
                  Authorized - 15,000,000 shares                                                  
                  Issued 7,658,420 shares in 1996 and 7,641,398 shares in 1995 .          76             76
         Additional paid-in capital ............................................      29,271         29,083
         Retained earnings .....................................................      46,772         44,313
         Treasury stock, 214,200 shares in 1996 and 213,200 shares in 1995 .....      (3,281)        (3,266)
                                                                                     -------        -------
                  Total shareholders' equity ...................................      72,838         70,206
                                                                                     -------        -------
                                                                                     $96,642        $93,909
                                                                                     =======        =======
                                                                                                  
</TABLE>                
         The accompanying notes are an integral part of these Condensed
                       Consolidated Financial Statements

                                                                               1

<PAGE>   4

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>

                                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                             (Unaudited - in thousands, except per share date)
<CAPTION>


                                            For the Quarter Ended      For the Nine Months Ended
                                            ---------------------      -------------------------
                                            Sept. 28,    Sept. 30,      Sept. 28,     Sept. 30,
                                              1996         1995           1996           1995
                                              ----         ----           ----           ----
<S>                                          <C>          <C>            <C>           <C>
NET SALES ..............................     $45,400      $43,830        $134,816      $134,620
                                                                      
COST OF GOODS SOLD .....................      32,852       31,480          98,018        96,491
                                             -------      -------        --------      --------
        Gross profit ...................      12,548       12,350          36,798        38,129
                                                                      
OPERATING EXPENSES:                                                   
        Selling ........................       4,363        3,575          12,420        11,176
        General and administrative .....       3,129        3,747          10,373        11,392
        Restructuring Charges ..........          --        1,875              --         1,875
                                             -------      -------        --------      --------
        Income from operations .........       5,056        3,153          14,005        13,686
                                                                      
                                                                      
OTHER INCOME (EXPENSE):                                               
        Interest expense ...............        (105)         (92)           (149)         (117)
        Interest income ................          20           22             180           147
        License and distributorship fees          50           75             156           196
        Other, net .....................          37          121              84           104
                                             -------      -------        --------      --------
              Income before provision                                 
              for income taxes .........       5,058        3,279          14,276        14,016
                                                                      
                                                                      
PROVISION FOR INCOME TAXES .............       1,947        1,279           5,496         5,466
                                             -------      -------        --------      --------
                                                                      
NET  INCOME ............................     $ 3,111      $ 2,000        $  8,780      $  8,550
                                             -------      -------        --------      --------
                                                                      
NET INCOME PER SHARE ...................     $  0.41      $  0.26        $   1.15      $   1.13
                                             =======      =======        ========      ========
                                                                      
WEIGHTED AVERAGE COMMON AND                                           
COMMON EQUIVALENT SHARES                                            
OUTSTANDING ............................       7,683        7,571           7,603         7,586
                                             =======      =======        ========      ========
                                                                      
</TABLE>                                                           

         The accompanying notes are an integral part of these Condensed
                       Consolidated Financial Statements

2


<PAGE>   5

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>
              CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                             (Unaudited - in thousands)
<CAPTION>                                                          
                                                                   Treasury Stock
                                         Additional                --------------                         
                                 Common    Paid-in    Retained        Number of
                                  Stock    Capital    Earnings    Shares      Cost
                                  -----    -------    --------    ------      ----
<S>                                <C>     <C>         <C>          <C>    <C>
BALANCE, December 31, 1995 ...     $76     $29,083     $44,313      213    ($3,266)
                                    
    Net income ...............      --          --       8,780       --         --
    Dividend ($.85 per share)       --          --      (6,321)      --         --
    Exercise of stock options       --         188          --       --         --
    Repurchase of common stock      --          --          --        1        (15)
                                   ---     -------     -------     ----    -------
                                    
BALANCE, September 28, 1996 .      $76     $29,271     $46,772      214    ($3,281)
                                   ===     =======     =======     ====    =======
</TABLE>

         The accompanying notes are an integral part of these Condensed
                       Consolidated Financial Statements


                                                                               3
<PAGE>   6

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
<TABLE>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited - in thousands)
<CAPTION>
                                                                        For the Nine Months Ended
                                                                        -------------------------
                                                                       September 28,  September 30,
                                                                           1996           1995
<S>                                                                       <C>            <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                          
     Net Income ....................................................      $8,780         $8,550
                                                                          ------         ------
     Adjustments to reconcile net income to net cash                                  
         provided by operating activities -                                           
              Depreciation and amortization ........................       3,932          3,659
              Provision for losses on accounts receivable ..........         181            148
              Loss on sale of fixed assets .........................          92              7
              Changes in assets and liabilities -                                     
                  (Increase) decrease in assets -                                     
                      Accounts receivable, net .....................      (6,524)        (5,164)
                      Inventory ....................................      (1,371)        (1,934)
                      Prepaid income taxes .........................       1,079            (75)
                      Prepaid expenses and other ...................        (910)          (208)
                      Other Assets .................................       1,194           (211)
                  Increase (decrease) in liabilities -                                
                      Accounts payable .............................       2,677          1,070
                      Accrued expenses .............................      (2,484)         1,444
                      Accrued income taxes .........................         306           (777)
                      Deferred income taxes ........................        (164)           130
                      Other noncurrent liabilities .................        (234)          (566)
                                                                          ------         ------
                                                                          (2,226)        (2,477)
                                                                          ------         ------
                           Net cash provided by operating activities       6,554          6,073
                                                                          ------         ------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                 
     Proceeds from sale of fixed assets ............................       1,991             20
     Capital expenditures ..........................................      (8,053)        (4,531)
                                                                          ------         ------
                           Net cash used in investing activities ...      (6,062)        (4,511)
                                                                          ------         ------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                 
     Cash dividends ................................................      (6,321)        (1,127)
     Repayment of long-term debt ...................................          --         (4,947)
     Repayment of short term debt ..................................      (3,500)            --
     Issuance of short term debt ...................................       3,500          1,615
     Issuance of common stock - exercise of stock options ..........         188            276
     Repurchase of treasury stock ..................................         (15)          (711)
                                                                          ------         ------
                           Net cash used in financing activities ...      (6,148)        (4,894)
                                                                          ------         ------
                                                                                      
NET DECREASE IN CASH AND CASH EQUIVALENTS ..........................      (5,656)        (3,332)
CASH AND CASH EQUIVALENTS, beginning of period .....................       9,078          9,038
                                                                          ------         ------
CASH AND CASH EQUIVALENTS, end of period ...........................      $3,422         $5,706
                                                                          ======         ======
CASH PAID FOR:                                                                        
     Interest ......................................................      $  121         $  161
     Income Taxes ..................................................      $4,258         $6,079
                                                                                   
</TABLE>
         The accompanying notes are an integral part of these Condensed
                       Consolidated Financial Statements.

4


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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)

1.   BASIS OF PRESENTATION
     ---------------------

     In the opinion of management, the accompanying unaudited condensed
     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 condensed
     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.   INVENTORIES
     -----------

<TABLE>
     Inventories are stated at the lower of cost or market and were as follows:
<CAPTION>
                                                September 28, 1996      December 31, 1995
                                                ------------------      -----------------
                                                             (in thousands)
     <S>                                              <C>                    <C>
     Raw Materials and Work in Process                $ 8,655                $10,388
     Finished Goods                                    14,031                 10,927
                                                      -------                -------
                                                      $22,686                $21,315
                                                      =======                =======
</TABLE>
                                                                
     Inventories valued under the last-in, first-out (LIFO) cost method
     comprised of approximately 63.2% of the September 28, 1996 totals and 57.0%
     of the 1995 totals.

3.   COMMON STOCK
     ------------

     During December 1994, the Board of Directors authorized a program to
     purchase up to 500,000 shares of the Company's common stock. Through
     September 28, 1996, the Company purchased 214,200 shares at an approximate
     cost of $3.3 million.

                                                                               5


<PAGE>   8

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (UNAUDITED)
                                   -----------

4.   PROVISION FOR INCOME TAXES
     --------------------------

     The effective income tax rates used in the interim financial statements are
     estimates of the full year's rates. The estimated effective income tax rate
     is 38.5% for 1996 and 39.0% for 1995. The Company's estimated effective
     income tax rates are higher than the statutory U. S. Federal income tax
     rates primarily due to state income taxes.


5.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

     On June 20, 1996, the Company entered into a compensation arrangement with
     its Vice Chairman which provides for certain payments in return for
     services provided during the next twelve months in assisting the Company in
     its exploration of alternatives to enhance shareholder value.

6.   MERGER AGREEMENT
     ----------------

     On August 28, 1996, the Company entered into a merger agreement with AMTROL
     Acquisition, Inc. ("Acquisition") and AMTROL Holdings, Inc. ("Holdings")
     each a company formed by affiliates of The Cypress Group L.L.C. Upon the
     approval of the shareholders of AMTROL at a special meeting to be held on
     November 12, 1996, and the satisfaction of certain other conditions,
     Acquisition will be merged with and into AMTROL, and AMTROL will become a
     wholly-owned subsidiary of Holdings. Upon consummation of the merger, each
     share of AMTROL common stock will be converted into the right to receive
     $28.25 in cash, without interest thereon.


6


<PAGE>   9

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

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


     RESULTS OF OPERATIONS
     ---------------------

<TABLE>
     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 Condensed Consolidated Statements of Income.
<CAPTION>
                                                       For the Quarter        For the Nine Months
                                                           Ended                     Ended
                                                   ---------------------     --------------------
                                                   Sept. 28,    Sept. 30     Sept. 28,    Sept. 30,
                                                     1996         1995         1996         1995
                                                     ----         ----         ----         ----
     <S>                                             <C>          <C>          <C>         <C>
     Net Sales                                       100.0%       100.0%       100.0%      100.0%
     Cost of Good Sold                                72.4         71.8         72.7        71.7
                                                     -----        -----        -----       -----
     Gross Profit                                     27.6         28.2         27.3        28.3
     Selling, General and Admin. Expense              16.5         16.7         16.9        16.7
     Restructuring Charges                              --          4.3           --         1.4
                                                     -----        -----        -----       -----
     Income from Operations                           11.1          7.2         10.4        10.2
     Interest Expense                                  (.2)         (.2)         (.1)        (.1)
     Interest Income                                    --           --           .1          .1
     Other Income, net                                  .3           .5           .2          .2
                                                     -----        -----        -----       -----
     Income before provision for
          income taxes and extraordinary item         11.2          7.5         10.6        10.4
     Provision for Income Taxes                        4.3          2.9          4.1         4.0
                                                     -----        -----        -----       -----
     Income before extraordinary item                  6.9%         4.6%         6.5%        6.4%
                                                     =====        =====        =====       =====
</TABLE>

     Net sales for the third quarter of 1996 increased by $1.6 million, or 3.6%,
     from the same period in 1995. The increase for the quarter was primarily
     attributable to a $2.9 million increase in domestic plumbing and heating
     product sales, particularly hot water maker and commercial HVAC systems
     products, which was partially offset by a $1.2 million decrease in sales of
     non-returnable chemical containers as compared to 1995. Net sales increased
     $.2 million, or .2%, in the first nine months of 1996 to $134.8 million
     from $134.6 million in the corresponding period in 1995. This increase was
     primarily attributable to increased sales of residential plumbing and
     heating products due to stronger demand in the new and replacement hydronic
     heating market as well as increased sales of residential well water
     products and increased international sales of chemical containers, offset
     by a weak domestic demand for chemical containers.


                                                                               7

<PAGE>   10

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

     Net sales attributable to the Company's water systems products increased
     $1.2 million (or 1.6%) in the first nine months of 1996 to $77.2 million,
     primarily due to increased sales of well water accumulators. Net sales
     attributable to the Company's HVAC products decreased $1.0 million (or
     1.7%) to $57.6 million in the first nine months of 1996, primarily due to a
     decrease of $3.2 million in chemical container sales resulting from a
     prebuy of domestic chemical containers in 1995, offset by increased sales
     of the Company's core HVAC products. The decline in domestic sales of
     chemical containers for both the third quarter and first nine months of
     1996 also reflects the continued transition from chloroflurocarbons 
     ("CFCs") to new alternative refrigerant gases which is expected to 
     continue until the aftermarket service demand for new refrigerant gases 
     grows to previous CFC levels.

     The gross profit in the third quarter increased by $.2 million or 1.6% from
     the previous year and the gross margin decreased to 27.6% of net sales in
     1996 from 28.2% in 1995. The gross profit percentage was adversely affected
     principally by inefficiencies associated with assimilating production
     requirements from the two plants closed during the past 12 months. For the
     nine months, gross profit decreased $1.3 million or 3.5% as compared to the
     same period in 1995, and the gross margin decreased to 27.3% of net sales
     in 1996 from 28.3% of net sales in 1995. This decrease was primarily due to
     the cost of production interruptions associated with plant closings as well
     as inclement weather.

     Selling, general and administrative expense, before plant closing charges
     of $1.9 million, in the third quarter of 1996, increased $.2 million to
     $7.5 million and decreased as a percentage of sales to 16.5% from 16.7% in
     1995. Selling, general and administrative expense increased during the
     quarter primarily due to increased selling expenses associated with high
     sales volume during the quarter as well as certain one time promotional
     expenses, offset, in part, by reduced administrative expense associated
     with the Chairman's office. For the nine month period, selling, general and
     administrative expense, before plant closing charges, increased $.3 million
     to 16.9% of net sales in 1996 from 16.7% in 1995, due to increased selling
     costs associated with the Do-It-Yourself distribution channel and certain
     one time promotional expenses, offset, in part, by reduced administrative
     expenses associated with the Chairman's office.

     Income from operations for the third quarter of 1996 was flat as compared
     to the corresponding period of 1995, before taking into account the
     restructuring charges of $1.9 million related to plant closings reflected
     in the 1995 third quarter. For the nine months ending September 28, 1996,
     income from operations decreased $1.5 million (or 10.0%) to $14.0 million
     from $15.5 million, before the restructuring charges of $1.9 million, in
     the corresponding period of 1995. This decrease was due to the lower gross
     margin.


8


<PAGE>   11

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------


     Net income for the third quarter of 1996 increased $1.1 million (or 55%) to
     $3.1 million from $2.0 million in the third quarter of 1995. For the nine
     month period ending September 28, 1995, net income increased $.2 million
     (or 2.3%) to $8.8 million from $8.6 million in the corresponding period in
     1995. Net income for the third quarter and first nine months of 1995
     reflected a restructuring charge of $1.9 million related to plant closings.

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------

     Working Capital at September 28, 1996 was $42.7 million and the ratio of
     current assets to current liabilities was 3.3 to 1.0. This compares with
     working capital of $43.3 million and a current ratio of 3.4 to 1.0 at
     December 31, 1995.

     The Company experienced an increase in its Accounts Receivable balance due
     to the increased level of sales activity when compared to the fourth
     quarter of 1995 and the increase in export sales of chemical containers and
     sales to the retail channel both of which generally carry extended payment
     terms.

     Cash provided by operations was $6.6 million for the nine months ended   
     September 28, 1996, representing an increase of $.5 million, as compared
     to $6.1 million for the corresponding period in 1996. The increase was
     primarily due to proceeds from life insurance policies and a reduction in
     prepaid income taxes. Also, the Company received cash from issuing common
     stock related to the exercise of stock options of $0.1 million and
     borrowed $3.5 million against its Revolving Line of Credit facility.
     During the nine months ended September 28, 1996, the Company invested $6.1
     million, net, in machinery and equipment and paid dividends of $6.3
     million including a special cash dividend of $.70 per share paid in the
     second quarter which represented the proceeds from the sale of the
     Company's Rogers, Arkansas manufacturing facility, expected proceeds from
     the sale of the Company's Plano, Texas facility and proceeds from life
     insurance policies.  As a result of the foregoing, the Company's cash
     balance decreased by $6.0 million.

                                                                               9

<PAGE>   12

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

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


     Capital expenditures for the nine months ended September 28, 1996 were $8.1
     million, an increase of $3.6 million, as compared to $4.5 million for the
     corresponding period in 1995. These expenditures related primarily to
     ongoing maintenance and upgrading of the Company's Manufacturing
     Technology. The Company's total capital expenditures for 1996 are 
     projected to be $10.5 million.

     The Company believes that its operating cash flow and available lines of
     credit will be adequate to fund its anticipated future capital commitments
     and working capital requirements.

     On April 24, 1996, the Company announced that its Board of Directors had
     retained Smith Barney Inc. and HSBC Securities, Inc. as financial advisors
     to help the Company explore strategic alternatives to enhance shareholder
     value, including a possible business combination, the sale of all or a
     portion of the Company, potential acquisitions or any other similar
     transactions.

     On August 28, 1996, the Company entered into a merger agreement with AMTROL
     Acquisition, Inc. ("Acquisition") and AMTROL Holdings, Inc. ("Holdings")
     each a company formed by affiliates of The Cypress Group L.L.C. Upon the
     approval of the shareholders of AMTROL at a special meeting to be held on
     November 12, 1996, and the satisfaction of certain other conditions,
     Acquisition will be merged with and into AMTROL, and AMTROL will become a
     wholly-owned subsidiary of Holdings. Upon consummation of the merger, each
     share of AMTROL common stock will be converted into the right to receive
     $28.25 in cash, without interest thereon.


10


<PAGE>   13

AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

     On October 4, 1996, the Company announced that it had restructured
     management in order to streamline control of manufacturing operations and
     to improve coordination of worldwide sales and marketing activities. The
     Board of Directors elected Samuel L. Daniels, Executive Vice President
     Sales and Marketing in charge of all marketing and sales for each of the
     Company's strategic business units. The Board also elected Clifford A.
     Peterson as Senior Vice President of Operations & Technology in charge of
     all manufacturing and new product development. Edward J. Cooney will
     continue as Senior Vice President and Chief Financial Officer. Also elected
     were Gerald J. Leary, Senior Vice President of the new established HVAC
     strategic business unit, Scott Bowers, Vice President of the Water Systems
     strategic business unit, Richard Meier, Vice President of Subsidiaries, and
     Timothy Johnson, Managing Director, Asia-Pacific Operations, each of whom
     will report to Mr. Daniels. In addition, the Board announced that it had
     elected Mary C. Richmond as Vice President of Corporate Development. The
     Company also announced that David Whittingham, Senior Vice President
     Containers and Brooks Herrick, Vice President Finance and Corporate
     Controller had submitted their resignations effective October 4, 1996.



                                                                              11
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

                           PART II - OTHER INFORMATION
                           ---------------------------

EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         None

     (b) Reports on Form 8-K

         Report on Form 8-K dated September 5, 1996, reporting execution of
         Merger Agreement dated August 28, 1996 among AMTROL Inc., A. I.
         Holdings, Inc. ("Holdings") and A.I. Acquisition, Inc. ("Acquisition"),
         a wholly-owned subsidiary of Holdings, whereby Holdings has agreed,
         subject to certain terms and conditions, to acquire all of the
         outstanding common shares of AMTROL Inc. for $28.25 per common share
         payable in cash, without interest, pursuant to the merger of
         Acquisition with and into AMTROL Inc.



12


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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:   October 21, 1996                        By: /s/ Kenneth L. Kirk
     --------------------------------               ---------------------
                                                Kenneth L. Kirk
                                                Chairman of the Board



Date:   October 21, 1996                        By: /s/ Edward J. Cooney
     --------------------------------               ----------------------
                                                Edward J. Cooney
                                                Senior Vice President
                                                Chief Financial Officer



                                                                              13