<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

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


         For the quarterly period ended March 31, 2001

                                       OR

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


         For the Transition period from _______________ to ________________


                         Commission file number 0-20328


                                   AMTROL INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

          RHODE ISLAND                                 05-0246955
------------------------------------        -----------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)



                 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: $.01 Par Value: 100 shares of
Common stock as of May 15, 2001.



<PAGE>   2




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

                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001

                                      INDEX

                                                                            PAGE
PART I       FINANCIAL INFORMATION

  Item 1.    Consolidated Balance Sheets -
                 March 31, 2001 and December 31, 2000                         3

             Consolidated Statements of Operations -
                 For the Quarters Ended March 31, 2001 and April 1, 2000      4

             Consolidated Statements of Shareholders' Equity -
                 For the Quarters Ended March 31, 2001 and April 1, 2000      5

             Consolidated Statements of Cash Flows -
                 For the Quarters Ended March 31, 2001 and April 1, 2000      6

             Notes to Consolidated Financial Statements                       7

  Item 2.    Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                   14

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk      17



PART II      OTHER INFORMATION

  Item 1.    Legal Proceedings                                               18

  Item 2.    Changes in Securities and Use of Proceeds                       18

  Item 3.    Defaults Upon Senior Securities                                 18

  Item 4.    Submission of Matters to a Vote of Security Holders             18

  Item 5.    Other Information                                               18

  Item 6.    Exhibits and Reports on Form 8-K                                18

             Signatures                                                      19


                                       2
<PAGE>   3

                          AMTROL INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>

                                                                          UNAUDITED      AUDITED
                                                                          MARCH 31,    DECEMBER 31,
                                                                            2001          2000
                                                                          ---------    ------------
<S>                                                                       <C>           <C>
Current Assets:
      Cash and cash equivalents                                           $   1,277     $     704
      Accounts receivable, less allowance for doubtful accounts              27,009        27,591
      Inventories                                                            22,312        20,461
      Deferred income taxes - short-term                                      1,329         1,031
      Prepaid expenses and other                                              2,879         2,638
                                                                          ---------     ---------
         Total current assets                                                54,806        52,425
                                                                          ---------     ---------

Property, Plant and Equipment, Net                                           43,968        46,326

Other Assets:
      Goodwill                                                              160,544       161,880
      Deferred financing costs                                                4,296         4,572
      Deferred income taxes - long-term                                       5,095         4,755
      Other                                                                   1,284         1,146
                                                                          ---------     ---------
         Total other assets                                                 171,219       172,353
                                                                          ---------     ---------
                                                                          $ 269,993     $ 271,104
                                                                          =========     =========

                                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
      Current maturities of long-term debt                                $   4,027     $   3,873
      Notes payable to banks                                                  6,655         7,010
      Accounts payable                                                       20,895        23,869
      Accrued expenses                                                        7,650        10,538
      Accrued interest                                                        3,705           741
      Accrued income taxes                                                      744         1,293
                                                                          ---------     ---------
         Total current liabilities                                           43,676        47,324
                                                                          ---------     ---------

Other Noncurrent Liabilities                                                  4,711         4,439

Long Term Debt, Less Current Maturities                                     165,896       159,469

Shareholders' Equity
      Capital stock $.01 par value - authorized 1,000 shares,
         100 shares issued                                                       --            --
      Additional paid-in capital                                             89,762        89,903
      Retained deficit                                                      (29,104)      (26,649)
      Accumulated other comprehensive loss                                   (4,948)       (3,382)
                                                                          ---------     ---------
         Total shareholders' equity                                          55,710        59,872
                                                                          ---------     ---------
                                                                          $ 269,993     $ 271,104
                                                                          =========     =========
</TABLE>


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

                                       3
<PAGE>   4


                          AMTROL INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (UNAUDITED - IN THOUSANDS)

<TABLE>
<CAPTION>

                                               QUARTER ENDED
                                            ---------------------
                                            MARCH 31,    APRIL 1,
                                             2001          2000
                                            --------     --------

<S>                                         <C>          <C>
Net Sales                                   $ 46,434     $ 54,333

Cost of Goods Sold                            36,840       40,679
                                            --------     --------

Gross Profit                                   9,594       13,654

Operating Expenses:

Selling, general and administrative            6,931        6,998
Amortization of goodwill                       1,113        1,116
                                            --------     --------

Income from Operations                         1,550        5,540

Other Income (Expense):

Interest expense                              (4,882)      (4,861)
Interest income                                   33           30
License and distributorship fees                  73           52
Other, net                                       314          399
                                            --------     --------

Income (Loss) Before Provision (Benefit)
  For Income Taxes                            (2,912)       1,160

Provision (Benefit) for Income Taxes            (457)         849

                                            --------     --------
Net Income (Loss)                           ($ 2,455)    $    311
                                            ========     ========

</TABLE>

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

                                       4
<PAGE>   5

                          AMTROL INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                           (UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>


                                                                 QUARTER ENDED MARCH 31, 2001
                                            ------------------------------------------------------------------------------
                                                                                            ACCUMULATED
                                                            ADDITIONAL                         OTHER
                                               COMMON        PAID-IN        RETAINED       COMPREHENSIVE    COMPREHENSIVE
                                                STOCK        CAPITAL         DEFICIT       INCOME (LOSS)     INCOME (LOSS)
                                            ------------    ----------      ---------      -------------    --------------
<S>                                          <C>               <C>           <C>              <C>               <C>
Balance, December 31, 2000                  $        --      $ 89,903       $ (26,649)       $ (3,382)         $     --

     Net (loss)                                      --            --          (2,455)             --            (2,455)
     Repurchase of options and common stock          --          (141)             --              --                --
     Derivative instrument valuation                 --            --              --            (372)             (372)
     Currency translation adjustment                 --            --              --          (1,194)           (1,194)
                                            -----------      --------       ---------        --------          --------
Balance, March 31, 2001                     $        --      $ 89,762       $ (29,104)       $ (4,948)         $ (4,021)
                                            ===========      ========       =========        ========          ========
</TABLE>


<TABLE>
<CAPTION>

                                                                    QUARTER ENDED APRIL 1, 2000
                                            ------------------------------------------------------------------------------
                                                                                            ACCUMULATED
                                                            ADDITIONAL                         OTHER
                                               COMMON        PAID-IN        RETAINED       COMPREHENSIVE    COMPREHENSIVE
                                                STOCK        CAPITAL         DEFICIT       INCOME (LOSS)     INCOME (LOSS)
                                            -----------     ----------      ---------      -------------    --------------
<S>                                          <C>               <C>           <C>              <C>               <C>
Balance, December 31, 1999                  $        --      $90,156        $ (22,503)        $ (2,350)        $     --

     Net income                                      --           --              311               --              311
     Currency translation adjustment                 --           --               --             (931)            (931)
                                            -----------      -------        ---------         --------         --------
Balance, April 1, 2000                      $        --      $90,156        $ (22,192)        $ (3,281)        $   (620)
                                            ===========      =======        =========         ========         ========
</TABLE>


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

                                       5
<PAGE>   6


                          AMTROL INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED - IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                                QUARTER ENDED
                                                                           ----------------------
                                                                            MARCH 31,    APRIL 1,
                                                                              2001        2000
                                                                           ----------   ---------
<S>                                                                         <C>          <C>
Cash Flows Provided by (Used in) Operating Activities:
              Net income (loss)                                             $ (2,455)    $    311
              Adjustments to reconcile net income (loss) to net cash
                   provided by (used in) operating activities -
                          Depreciation and amortization                        3,522        3,696
                          Provision for losses on accounts receivable             38          (20)
                          Changes in operating assets and liabilities         (6,402)      (5,455)
                                                                            --------     --------
                               Net cash used in operating activities          (5,297)      (1,468)
                                                                            --------     --------
Cash Flows Provided by (Used in) Investing Activities:
              Proceeds from sale of property, plant and equipment                 --           30
              Capital expenditures                                              (714)      (1,667)
                                                                            --------     --------
                               Net cash used in investing activities            (714)      (1,637)
                                                                            --------     --------

Cash Flows Provided by (Used in) Financing Activities:
              Repayment of debt                                               (8,148)     (10,386)
              Issuance of debt                                                14,897       13,637
              Repurchase of options and common stock                            (141)          --
                                                                            --------     --------
                               Net cash provided by financing activities       6,608        3,251
                                                                            --------     --------

Net Increase in Cash and Cash Equivalents                                        597          146

Effect of exchange rate changes on cash and cash
  equivalents                                                                    (24)         (14)

Cash and cash equivalents, beginning of period                                   704          674

                                                                            --------     --------
Cash and cash equivalents, end of period                                    $  1,277     $    806
                                                                            ========     ========
</TABLE>


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


                                       6

<PAGE>   7



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

         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 10-K.

2.       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 consolidated financial statements and the reported amounts
         of revenues and expenses during the reporting period. Actual results
         could differ from those estimates.

3.       SIGNIFICANT ACCOUNTING POLICIES

         GOODWILL

         The excess of purchase price over the fair value of net assets acquired
         is allocated to goodwill and is included in other assets. Goodwill is
         being amortized over 40 years. The Company accounts for long-lived and
         intangible assets in accordance with Statement of Financial Accounting
         Standards ("SFAS") No. 121, Accounting for the Impairment of Long-Lived
         Assets and for Long-Lived Assets to be Disposed of. The Company
         continually reviews its intangible assets for events or changes in
         circumstances which might indicate the carrying amount of the assets
         may not be recoverable. The Company assesses the recoverability of the
         assets by determining whether the amortization of such intangibles over
         their remaining lives can be recovered through projected undiscounted
         future cash flows. The amount of impairment, if any, is measured based
         on the fair value of the impaired asset. At March 31, 2001, no such
         impairment of assets was indicated.


                                       7
<PAGE>   8


         REVENUE RECOGNITION

         The Company generally recognizes revenue upon shipment of its products
         to customers. The Company has reclassed shipping and handling costs to
         revenue consistent with the presentation required of Emerging Issues
         Task Force 00-10. These amounts were $2.5 million and $2.7 million for
         the quarters ended March 31, 2001 and April 1, 2000, respectively.

         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.

         FOREIGN CURRENCY TRANSLATION

         Assets and liabilities of non-U.S. operations have been translated into
         United States dollars at the quarter-end rate of exchange,
         shareholders' equity at historical rates, and revenues and expenses at
         the average exchange rates prevailing during the quarter. The
         cumulative effect of the resulting translation is reflected as a
         separate component of shareholders' equity.

         RECLASSIFICATIONS

         Certain amounts in prior periods have been reclassified to permit
         comparison to the current year presentation.

4.       ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         Effective January 1, 2001, the Company adopted SFAS No. 133 Accounting
         for Derivative Instruments and Hedging Activities, SFAS No. 137
         Accounting for Derivative Instruments and Hedging Activities - Deferral
         of the Effective Date of FASB Statement No. 133 - an Amendment of FASB
         Statement No. 133 and SFAS No. 138 Accounting for Certain Derivative
         Instruments and Certain Hedging Activities - an Amendment of FASB
         Statement No. 133 (collectively SFAS No. 133 as amended). SFAS No. 133
         as amended is required to be adopted no later than the beginning of the
         first fiscal year beginning on or after June 15, 2000. These standards
         are to be adopted as a change in accounting principle and cannot be
         applied retroactively to financial statements of prior periods.

         SFAS No. 133 as amended requires that derivatives be recorded at fair
         value on the balance sheet as an asset or liability. Derivatives must
         be recorded at fair value through earnings, unless specific hedge
         accounting criteria are met. Special accounting for qualifying hedges
         allows a derivative instrument's gains and losses to offset related
         results on the hedged item in the income statement, to the extent
         effective, and requires that a company must formally document,
         designate and assess the effectiveness of transactions that receive
         hedge accounting. SFAS No. 133 as amended, in part, allows


                                       8
<PAGE>   9

         special hedge accounting for fair value and cash flow hedges. The
         statement provides that the gain or loss on a derivative instrument
         designated and qualifying as a fair value hedging instrument as well as
         the offsetting loss or gain on the hedged item attributable to the
         hedged risk be recognized currently in earnings in the same accounting
         period. SFAS No. 133 as amended provides that the effective portion of
         the gain or loss on a derivative instrument designated and qualifying
         as a cash flow hedging instrument be reported as a component of
         accumulated other comprehensive income and be reclassified into
         earnings in the same period or periods during which the hedged
         forecasted transaction affects earnings. The ineffective portion of a
         derivative's change in fair value is recognized currently through
         earnings regardless of whether the instrument is designated as a hedge.

         The Company has one derivative contract consisting of an interest rate
         swap contract and an interest rate cap ("Contract") outstanding as of
         March 31, 2001, with an initial notional amount of $15 million,
         decreasing on a consistent basis with repayment terms of the underlying
         debt. Under this arrangement, which will mature on June 30, 2004, the
         Company receives the 90-day LIBOR rate and pays a fixed rate of 5.85%
         for the period from January 1, 2001 through maturity, unless LIBOR
         increases to 7.1%. If LIBOR increases to 7.1%, then the Company
         continues to receive the 90-day LIBOR rate but now pays the 90-day
         LIBOR rate for all subsequent periods capped at a maximum of 7.1%. The
         LIBOR rate has not exceeded 7.1% since inception of the Contract and it
         has been treated, prior to adoption, as a hedge and accounted for as
         such. The Contract has been designated as a cash flow hedge of variable
         future cash flows associated with the interest on the Bank Credit
         Agreement, Tranche B Long Term Debt, through May 13, 2004 (the maturity
         date of the debt).

         As of March 31, 2001, the fair value of the instrument ($0.4 million)
         was recorded in other noncurrent liabilities with a corresponding entry
         to accumulated other comprehensive income. Subsequent changes in the
         fair value of the swap will be recorded through accumulated other
         comprehensive income (except for changes related to ineffectiveness,
         which will be recorded currently through net income). The Company does
         not currently anticipate any material ineffectiveness under the hedge.

5.       INVENTORIES

         Inventories are stated at the lower of cost or market and were as
         follows (in thousands):



                                       MARCH 31, 2001      DECEMBER 31, 2000
                                       --------------      -----------------
Raw materials and work in process         $ 11,683             $ 10,322
Finished goods                              10,629               10,139
                                          --------             --------
                                          $ 22,312             $ 20,461
                                          ========             ========


                                       9

<PAGE>   10



6.       LONG-TERM DEBT

         REVOLVING CREDIT AND TERM LOANS

         The Company is party to a Bank Credit Agreement ("Agreement"), which
         provides for secured borrowings from a syndicate of lenders. The
         Agreement was amended on March 30, 2001 ("Amendment") to modify certain
         covenants to be more consistent with the Company's business plans. A
         portion ($3.9 million) of the Term Loans (the "Tranche A Term Loans")
         will mature on May 13, 2002, with quarterly amortization payments
         during the term of such loans. The remainder ($43.2 million) of the
         Term Loans (the "Tranche B Term Loans") will mature on May 13, 2004,
         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. Pursuant to the Amendment, commitments
         under the Revolving Credit Facility were reduced to $15.0 million on
         March 30, 2001. The Revolving Credit Facility will mature on May 13,
         2002. As of March 31, 2001, the amount outstanding under the revolving
         credit facility was $7.3 million.

         The Revolving Credit Facility also requires the Company to pay a
         commitment fee on the average daily aggregate unutilized portion of the
         Revolving Credit Facility at a rate of 0.5% per annum, payable
         quarterly in arrears, as well as a commission on trade and standby
         letters of credit of 1.25% per annum of the amount to be drawn under
         the Agreement.

         Pursuant to the Amendment, the loans under the Agreement bear interest,
         at the Company's option, at either (A) a "base rate" equal to the
         higher of (i) the federal funds rate plus 0.5% or (ii) the bank's prime
         lending rate plus (x) in the case of Tranche A Term Loans and loans
         under the Revolving Credit Facility, an applicable spread ranging from
         1.75% to 2.50% (determined based on the Company's leverage ratio) or
         (y) in the case of Tranche B Term Loans, 3.00%; or (B) a "Eurodollar
         rate" plus (x) in the case of Tranche A Term Loans and loans under the
         Revolving Credit Facility, an applicable spread ranging from 2.75% to
         3.50% (determined based on the Company's leverage ratio), or (y) in the
         case of Tranche B Term Loans, 4.00%. Swingline Loans may only be "base
         rate" loans.

         The Agreement contains a number of covenants that, among other things,
         restrict the ability of the Company and its subsidiaries to dispose of
         assets, incur additional indebtedness, incur guaranty obligations,
         repay other indebtedness or amend other debt instruments, pay
         dividends, create liens on assets, enter into leases, make investments,
         make acquisitions, engage in mergers or consolidations, make capital
         expenditures, engage in certain transactions with subsidiaries and
         affiliates and otherwise restrict corporate activities. In addition,
         the Agreement requires compliance with certain financial covenants,
         including requiring the Company to maintain a minimum level of earnings
         before income taxes, depreciation and amortization ("EBITDA"), a
         minimum ratio of EBITDA to interest expense and a maximum ratio of
         Indebtedness to EBITDA, in each case tested at the end of each fiscal
         quarter of the Company. Under certain

                                       10
<PAGE>   11

         circumstances, Cypress and/or its affiliates, may contribute equity to
         the Company in order to ensure compliance with certain covenants of the
         Agreement.

         The Company and/or affiliates of the Company, including entities
         related to Cypress may, from time to time, depending on market
         conditions, purchase the Senior Subordinated Notes previously issued by
         the Company in the open market or by other means.

         The Company's obligations under the Agreement are guaranteed by AMTROL
         Holdings Inc. and each direct and indirect domestic subsidiary of the
         Company. The Company's obligations under the Agreement are secured by
         substantially all assets of the Company and its subsidiaries.

         SENIOR SUBORDINATED NOTES

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

         The notes are redeemable at the option of the Company on or after
         December 31, 2001. The Notes will be subject to redemption, in whole or
         in part, at various redemption prices, declining from 105.313% of the
         principal amount to par on and after December 31, 2003. 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 Note Indenture contains certain affirmative and negative covenants
         and restrictions. As of March 31, 2001, the Company was in compliance
         with the various covenants of the Agreement and the Notes.

7.       PROVISION FOR INCOME TAXES

         The effective income tax rates used in the interim financial statements
         are estimates of the full year's rates. For 2001, the difference
         between the provision computed using the 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 foreign operations.

8.       BUSINESS SEGMENT INFORMATION

         The Company's reportable segments are delineated geographically. The
         segments are managed separately because of their different product
         offerings, markets served, manufacturing processes and cost structures.

         The Company's North American segment operates manufacturing facilities
         in Rhode Island, Kentucky, Maryland and Ohio, and operates a
         distribution facility in Ontario, Canada. This segment manufactures and
         markets products used principally in flow

                                       11
<PAGE>   12

         control, storage, heating, and other treatment of fluids in the water
         system and HVAC markets. These products are marketed throughout the
         world but primarily in North America, Western Europe, Asia and Mexico.

         The Company's European segment includes the Company's facilities in
         Guimaraes, Portugal, Donaueschingen, Germany and Swarzedz, Poland. The
         Guimaraes facility manufactures returnable and non-returnable steel gas
         cylinders for storing cooking, heating and refrigerant gases which are
         marketed throughout Europe, the Middle East and Africa, as well as the
         Far East. The Donaueschingen facility manufactures and distributes
         residential and commercial water heaters that are marketed primarily in
         Switzerland, Austria and Germany. The Swarzedz facility refurbishes gas
         cylinders.

         The primary criteria by which financial performance is evaluated and
         resources are allocated include revenues and EBITDA. The following is a
         summary of key financial data by segment:



                                                  FOR THE QUARTER ENDED
                                              ----------------------------
                                              MARCH 31,           APRIL 1,
                                                2001               2000
                                              ---------          ---------
Net Sales
   North America                              $  30,481          $  36,320
   Europe                                        15,953             18,013
                                              ---------          ---------
   Consolidated                               $  46,434          $  54,333
                                              =========          =========
Income from Operations
   North America                              $     552          $   4,368
   Europe                                           998              1,172
                                              ---------          ---------
   Consolidated                               $   1,550          $   5,540
                                              =========          =========
Depreciation and Amortization
   North America                              $   2,769          $   2,744
   Europe                                           753                952
                                              ---------          ---------
   Consolidated                               $   3,522          $   3,696
                                              =========          =========
EBITDA
   North America                              $   3,076          $   6,939
   Europe                                         2,125              2,459
                                              ---------          ---------
   Consolidated                               $   5,201          $   9,398
                                              =========          =========
Capital Expenditures
   North America                              $     445          $   1,178
   Europe                                           269                489
                                              ---------          ---------
   Consolidated                               $     714          $   1,667
                                              =========          =========
Long-Lived Assets
    North America                             $ 162,479          $ 168,443
    Europe                                       42,033             42,636
                                              ---------          ---------
    Consolidated                              $ 204,512          $ 211,079
                                              =========          =========

                                       12
<PAGE>   13

       Income from operations for the North American business segment above is
       reduced by goodwill amortization for each year presented. In addition,
       depreciation and amortization includes amortization relating to debt
       finance costs. EBITDA is earnings (net income/loss) before interest,
       taxes, depreciation and amortization. Readers of financial statements
       frequently consider EBITDA a useful tool in evaluating a company's
       performance. Therefore, the Company believes that inclusion of EBITDA is
       useful supplemental information. However, EBITDA is not a measure of true
       cash flow since it does not incorporate changes of other assets or
       liabilities that may generate or require cash. EBITDA is not a generally
       accepted accounting measure. Long-lived assets include property, plant
       and equipment and goodwill.

                                       13
<PAGE>   14




ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS

OVERVIEW

The discussion in this section should be read in conjunction with the Notes to
Consolidated Financial Statements of the Company included elsewhere herein.

The Company and its subsidiaries and their representatives may from time to time
make written or oral statements, including statements contained in the Company's
filings with the Securities and Exchange Commission (SEC) and in its reporting
to customers, which constitute or contain "forward-looking" statements as that
term is defined in the Private Securities Litigation Reform Act of 1995 or the
SEC in its rules, regulations and releases.

All statements other than statements of historical facts included in this Form
10-Q regarding the Company's financial position, strategic initiatives and
statements addressing industry developments are forward-looking statements. When
incorporated in this discussion, the words "expect(s)", "feel(s)", "believe(s)",
"anticipate(s)" and similar expressions are intended to identify these
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are expressed in good faith and are
believed to have a reasonable basis, there can be no assurance that such
expectations or beliefs will result or be achieved or accomplished. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The following are some of the important
factors that can vary or change or involve substantial risk and cause actual
results to differ materially from such expectations: the Company's ability to
successfully implement its business strategy; the availability and cost of raw
materials; changes in domestic or foreign government regulation or enforcement
policies, particularly related to refrigerant gas and building and energy
efficiency requirements; development of competing technologies; acceptance of
the Company's existing and planned new products in international markets;
competition in the Company's markets, particularly price competition; the rate
of growth of developing economies and demand for the Company's products; the
ultimate cost of future warranty claims; whether the Company succeeds in
acquiring new businesses; availability of capital; the abilities and judgment of
personnel; and general economic, financial and business conditions, both
domestically and internationally.

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.

                                       14

<PAGE>   15

                                                       FOR THE QUARTER ENDED
                                                      ----------------------
                                                      MARCH 31,     APRIL 1,
                                                         2001        2000
                                                      --------     ---------
Net sales                                               100.0%       100.0%
Cost of goods sold                                       79.3         74.9
                                                      -------      -------
Gross profit                                             20.7         25.1
Selling, general and administrative expenses             14.9         12.9
Amortization of goodwill                                  2.5          2.0
                                                      -------      -------
Income from operations                                    3.3         10.2
Interest expense                                        (10.5)        (8.9)
Interest income                                           0.1          0.1
Other income, net                                         0.8          0.8
                                                      -------      -------
Income (loss) before provision for income taxes          (6.3)         2.2
Provision (benefit) for income taxes                     (1.0)         1.6
                                                      -------      -------
Net income (loss)                                        (5.3)%        0.6%
                                                      =======      =======


Net sales for the first quarter of 2001 decreased $7.9 million or 14.5% compared
to the same period in 2000. In North America, net sales declined approximately
$5.8 million or 16.1% due principally to a generally weaker North American
economy and increased competition and pricing pressures in the Company's water
systems' markets. In addition, the weather, through heavy winter snowfalls and
spring flooding, has delayed the installation of new water wells. First quarter
2001 European net sales, down $2.1 million or 11.4% compared to the first
quarter of 2000, would have declined only $1.1 million if the value of the Euro
had not declined relative to the first quarter of 2000.

Gross profit for the first quarter of 2001 decreased $4.1 million or 29.7% from
the first quarter of 2000. As a percentage of net sales, the gross margin
percentage decreased to 20.7% in 2001 from 25.1% in 2000. The lower percentage
is attributable to both lower production volumes and lower selling prices.

Selling, General and Administrative expenses for the first quarter of 2001 were
substantially unchanged compared to the first quarter of 2000.

Earnings before interest expense, taxes, depreciation and amortization (EBITDA)
decreased 44.7% to $5.2 million for the first quarter of 2001, from $9.4 million
in the first quarter of 2000. As a percentage of net sales, EBITDA decreased
from 17.3% in 2000 to 11.2% in 2001.

The net loss for the first quarter of 2001 of $2.5 million compares to a net
income in the first quarter of 2000 of $0.3 million, an absolute change of $2.8
million.

                                       15
<PAGE>   16


LIQUIDITY AND CAPITAL RESOURCES

The Company's operating capital (defined as accounts receivable and inventory,
less accounts payable) increased $4.2 million from $24.2 million at December 31,
2000 to $28.4 million at March 31, 2001, consistent with seasonal operating
levels principally in the Company's water systems and cylinder businesses.

The Company has obtained financing under a Bank Credit Agreement (the
"Agreement"), as amended on March 30, 2001, which consists of $47.1 million of
senior term loans (the "Term Loans") and a $15.0 million revolving credit
facility (the "Revolving Credit Facility"). A portion ($3.9 million) of the Term
Loans (the "Tranche A Term Loans") will mature on May 13, 2002, with quarterly
amortization payments during the term of such loans. The remainder ($43.2
million) of the Term Loans (the "Tranche B Term Loans") will mature on May 13,
2004, 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 will mature on May 13, 2002. As of
March 31, 2001, the amount outstanding under the revolving credit facility was
$7.3 million. The Agreement is secured by substantially all the assets of the
Company and its domestic subsidiaries.

In November 1996, the Company issued, under an Indenture, $115.0 million of
Senior Subordinated Notes due 2006 (the "Notes"). The Notes are unsecured
obligations of the Company. The Notes bear interest at the rate of 10.625% per
annum payable semi-annually on each June 30 and December 31 commencing on June
30, 1997. The Notes are redeemable at the option of the Company on or after
December 31, 2001. From and after December 31, 2001, the Notes will be subject
to redemption at the option of the Company, in whole or in part, at various
redemption prices, declining from 105.313% of the principal amount to par on and
after December 31, 2003. 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 certain affirmative and negative
covenants and restrictions. As of March 31, 2001, the Company is in compliance
with the various covenants of the Indenture.

The Company intends to fund its future working capital, capital expenditures and
debt service requirements through cash flows generated from operations and
borrowings under the Revolving Credit Facility provided under the Agreement and
through the use of available cash balances. 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.

The Company will continue to selectively pursue strategic acquisitions, such as
the acquisitions of AMTROL ALFA and AMTROL NOVA. The Company believes that
strategic acquisitions,

                                       16
<PAGE>   17

both domestic and international, provide an effective means of increasing or
establishing a market presence in targeted markets and a means of identifying
and introducing new products and technologies in markets where it already has a
strong presence. The Company also believes that establishing local manufacturing
and distribution facilities in international markets significantly enhances its
ability to build strong customer relationships, understand local product
preferences and be price competitive.

INFLATION

The Company believes that inflation does not have a materially adverse effect on
its financial condition or results of operations. However, there can be no
assurance that sharply increasing raw material or fuel costs will not adversely
affect the Company's financial condition or results of operations. To minimize
the impact of fluctuating prices, the Company has negotiated annual contracts
with suppliers of certain key raw materials (primarily steel) for a significant
percentage of its expected usage through 2001.



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in information relating to market risk since
the Company's disclosure included in Item 7A of Form 10-K as filed with the
Securities and Exchange Commission on April 2, 2001.


                                       17


<PAGE>   18


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

                                     PART II


ITEM 1.     LEGAL PROCEEDINGS

No legal proceedings were terminated or filed against the Company during the
period covered by this report.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.     OTHER INFORMATION

None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

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


                                       18


<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:          May 15, 2001                By: /s/ ALBERT D. INDELICATO
    ---------------------------------          ---------------------------------
                                               Albert D. Indelicato
                                               President, Chairman of the Board,
                                               Chief Executive Officer and
                                               Director



Date:          May 15, 2001                By: /s/ LARRY T. GUILLEMETTE
     --------------------------------          ---------------------------------
                                               Larry T. Guillemette,
                                               Executive Vice President,
                                               Chief Financial Officer and
                                               Treasurer

                                       19