SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[ 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 1-11415
                        AMERICAN STANDARD COMPANIES INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                                   13-3465896
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

One Centennial Avenue, P.O. Box 6820, Piscataway, NJ           08855-6820
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code              (732) 980-6000

           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.


                                                                  X Yes No

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

           Common stock, $.01 par value, outstanding at
             April 30, 2001                                  71,404,047 shares

<PAGE>


                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements

     American Standard Companies Inc. (the "Company") is a Delaware  corporation
that  owns all the  outstanding  common  stock of  American  Standard  Inc.  and
American  Standard  International  Inc.  ("ASII"),  both Delaware  Corporations.
Hereinafter,  "American Standard" or "the Company" will refer to the Company, or
to the Company and American Standard Inc. and ASII including their subsidiaries,
as the context requires.

<TABLE>
                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
                      UNAUDITED SUMMARY STATEMENT OF INCOME
                          (Dollars in millions except
                               per share amounts)

<CAPTION>
                                                         Three months ended
                                                              March 31,
                                                      -------------------------
                                                       2001               2000
                                                      ------            ------
<S>                                                 <C>               <C>
SALES                                                 $1,791            $1,822
                                                      ------            ------

COST AND EXPENSES

  Cost of sales                                        1,357             1,381
  Selling and administrative expenses                    282               296
  Other expense (income)                                   1                (3)
  Interest expense                                        47                48
                                                      ------            ------

                                                       1,687             1,722
                                                      ------            ------

INCOME BEFORE INCOME TAXES                               104               100
Income taxes                                              39                40
                                                      ------            ------

NET INCOME                                            $   65            $   60
                                                      ======            ======

Per basic common share:
    Net income                                        $ 0.92            $  .85
                                                      ======            ======

Per diluted common share:
    Net income                                        $ 0.90            $  .82
                                                      ======            ======

Average common shares outstanding
    Basic                                         70,600,212        71,025,480
    Diluted                                       72,640,292        73,059,767
<FN>

                             See accompanying notes

</FN>
</TABLE>

<PAGE>





Item 1.  Financial Statements (continued)
<TABLE>

                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
                         UNAUDITED SUMMARY BALANCE SHEET
                              (Dollars in millions
                               except share data)

<CAPTION>
                                                        March 31,   December 31,
                                                          2001           2000
                                                        --------    -----------
<S>                                                    <C>         <C>
 CURRENT ASSETS

 Cash and cash equivalents                               $   78         $   85
 Accounts receivable                                      1,029          1,027
 Inventories

   Finished products                                        454            381
   Products in process                                      124            117
   Raw materials                                            110            108
                                                         ------         ------
                                                            688            606
 Other current assets                                       159            161
                                                         ------         ------
 TOTAL CURRENT ASSETS                                     1,954          1,879

 FACILITIES, less accumulated depreciation:
   March 2001 - $583; Dec. 2000 - $604                    1,345          1,383
 GOODWILL                                                   927            935
 OTHER ASSETS                                               544            548
                                                         ------         ------
 TOTAL ASSETS                                            $4,770         $4,745
                                                         ======         ======

 CURRENT LIABILITIES
 Loans payable to banks                                  $   90         $   84
 Current maturities of long-term debt                        12             12
 Accounts payable                                           686            660
 Accrued payrolls                                           187            215
 Other accrued liabilities                                  843            836
                                                         ------         ------
 TOTAL CURRENT LIABILITIES                                1,818          1,807

 LONG-TERM DEBT                                           2,278          2,376
 RESERVE FOR POSTRETIREMENT BENEFITS                        403            408
 OTHER LIABILITIES                                          569            547
                                                         ------         ------
 TOTAL LIABILITIES                                        5,068          5,138

 STOCKHOLDERS' DEFICIT
 Preferred stock, 2,000,000 shares authorized,
   none issued and outstanding                                -              -
 Common stock $.01 par value, 200,000,000
   shares authorized; 71,135,398
   shares issued and outstanding

   in 2001; 69,532,574 in 2000                                1              1
 Capital surplus and other                                  661            609
 Treasury stock                                            (468)          (453)
 Accumulated deficit                                       (173)          (238)
 Deferred loss on hedge contracts                            (5)             -
 Foreign currency translation effects                      (314)          (312)
                                                          -----          -----


 TOTAL STOCKHOLDERS' DEFICIT                               (298)          (393)
                                                          -----          -----
                                                         $4,770         $4,745
                                                         ======         ======
<FN>

                             See accompanying notes
</FN>
</TABLE>

<PAGE>

Item     1.  Financial Statements (continued)
<TABLE>

                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF CASH FLOWS
                              (Dollars in millions)

<CAPTION>
                                                             Three months ended
                                                                   March 31,
                                                                   --------
                                                              2001        2000
                                                              ----        ----
<S>                                                          <C>         <C>
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Net income                                                $ 65        $ 60
    Adjustments to reconcile net income to net cash
      used by operations:
        Depreciation and amortization                           57          55
        Other non-cash items                                    19           3
        Changes in assets and liabilities:

           Accounts receivable                                 (19)        (66)
           Inventories                                         (90)        (60)
           Accounts payable and other accruals                  11         (55)
           Other assets and liabilities                         15          36
                                                              ----        ----
    Net cash provided (used) by continuing operations           58         (27)
    Net cash used by discontinued operations                     -          (4)
                                                              ----        ----
    Net cash provided (used) by operating activities            58         (31)
                                                              ----        ----


  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                  (29)        (37)
    Investments in affiliated companies
       and other businesses                                    (16)         (9)
    Investment in computer software                            (14)        (13)
    Other                                                       25           8
                                                              ----        ----
    Net cash used by investing activities                      (34)        (51)
                                                              ----        ----

  FINANCING ACTIVITIES:

    Net change in other long-term debt                          (1)         (7)
    Net change in credit facility                              (54)        110
    Net change in short-term debt                                4           6
    Purchases of treasury stock                                (27)        (49)
    Proceeds from exercise of stock options                     47           1
    Other                                                        1           1
                                                              ----        ----

  Net cash provided (used) by financing activities             (30)         62
                                                              ----        ----

Effect of exchange rate changes on cash and
    cash equivalents                                            (1)         (1)
                                                              ----        ----
Net decrease in cash and cash equivalents                       (7)        (21)
Cash and cash equivalents at beginning of period                85          61
                                                              ----        ----
Cash and cash equivalents at end of period                    $ 78       $  40
                                                              ====        ====
<FN>
                             See accompanying notes
</FN>
</TABLE>

<PAGE>


                        AMERICAN STANDARD COMPANIES INC.
                          NOTES TO FINANCIAL STATEMENTS

Note 1.  Basis of Financial Statement Presentation

The accompanying condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation of
financial data have been included. The results of operations for interim periods
are not necessarily indicative of the results that may be expected for the
entire year. The condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and accompanying notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000.

Note 2.  Restructuring and Asset Impairment Charges

2000 Restructuring Program

As described in Note 5 of Notes to Consolidated Financial Statements included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000,
in 2000 the Company committed to worldwide restructuring plans designed to
improve efficiency through the transfer of production to locations with lower
product costs, the closure of manufacturing and administrative facilities,
outsourcing production of certain products, capitalizing on synergistic
opportunities in several businesses and upgrading the effectiveness of the
organization. This program is designed to enhance shareholder value and improve
the Company's competitive position in its markets. In connection therewith, in
the fourth quarter of 2000 the Company recorded a net restructuring and asset
impairment charge of $70 million ($51 million net of tax benefits, or $.71 per
diluted share). This charge was comprised of $26 million for Air Conditioning
Systems and Services, $34 million for Plumbing Products and $15 million for
Vehicle Control Systems, net of a $5 million reversal of unneeded restructuring
charges recorded previously for the 1998-1999 restructuring program described
below. The Air Conditioning Systems and Services charge includes costs related
to a workforce reduction of 700 people to integrate international operations,
costs of non-cancelable lease obligations no longer to be used, and an asset
impairment charge. The Plumbing Products charge includes an asset impairment
write-down related to closure of one plant in the U.S. and a related workforce
reduction of 250 people. Production is being transferred to other facilities in
the U.S. and Mexico. The Plumbing Products charge also includes termination
costs for a workforce reduction of 350 people related to the centralization and
realignment of certain functions in Western Europe, the Americas and Asia to
eliminate redundancies. The Vehicle Control Systems charge primarily reflects
the transfer of production to a lower-labor cost facility in Poland and
consolidation of certain operations and administrative functions in Western
Europe to eliminate redundancies, resulting in a net workforce reduction of 450
people.

A total of 1,750 people are being terminated under this program, of which 290
had been terminated as of March 31, 2000.

<PAGE>


<TABLE>

Following is a summary of the 2000 restructuring program and asset impairment
charges (dollars in millions):
<CAPTION>

                                   Initial    Non-cash   Balance              Balance
                                     charge  Write-off   Dec. 31,   Paid in   Mar. 31,
                                    in 2000    in 2000     2000       2001     2001
                                    -------    -------    ------    -------   --------
<S>                                <C>        <C>        <C>       <C>       <C>
  Termination payments and other

    employee costs                   $ 47.4       $ -     $ 47.4     $  3.5     $ 43.9
  Asset impairments                    24.1       24.1        -           -          -
  Other                                 3.7         -        3.7         .1        3.6
                                     ------     ------    ------     ------     ------
                                     $ 75.2     $ 24.1    $ 51.1     $  3.6     $ 47.5
                                     ======     ======    ======     ======     ======
<FN>

The Company expects that essentially all of the $47.5 million balance as of
March 31, 2001 related to this restructuring program will be utilized by the end
of 2001.
</FN>
</TABLE>


1998-1999 Restructuring Program


As of March 31, 2001, the unutilized balance of accrued charges for this program
was $5.5 million, all of which the Company expects will be paid by the end of
2001.


Note 3.  Comprehensive Income


Total comprehensive income, consisting of net income, foreign currency
translation effects and deferred losses on hedge contracts, was $60 million and
$55 million for the three months ended March 31, 2001 and 2000, respectively.


Note 4.  Tax Matters

As described in Note 8 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000, there
are pending German tax issues for the years 1984 through 1994. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

Note 5.  Earnings Per Share

The average number of outstanding shares of common stock used in computing
diluted earnings per share for the three months ended March 31, 2001 and 2000
included 2,040,080 and 2,034,287 average incremental shares, respectively, for
the assumed exercise of stock options.

Note 6.  Impact of Recently Issued Accounting Standards

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities
("FAS 133"). Adoption of FAS 133 has not had a significant effect on the
Company's results of operations or financial position. The statement requires
the Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If the derivative is a hedge, depending on the nature of the hedge, changes in
fair value of derivatives are either offset against the change in fair value of
assets, liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The adoption of the statement resulted in the cumulative
effect of an accounting change of $.1 million being recognized as a loss in the
statement of net income. The accumulated deferred loss on hedge contracts was
$2.4 million as of January 1, 2001, and $4.7 million as of March 31, 2001, a
net increase of $2.3 million which was charged to comprehensive income.

<PAGE>

Note 7. Supplemental Consolidating Condensed Financial Information

         All of the Company's Senior Notes and the 9 1/4% Sinking Fund
Debentures were issued by its wholly owned subsidiary, American Standard Inc.
("ASI"). American Standard Companies Inc. (the "Parent Company") fully and
unconditionally guarantees the payment obligations under these securities (the
Company's "Public Debt"). In lieu of providing separate financial statements for
ASI, the Company has included the accompanying consolidating condensed financial
information. Management believes that separate financial statements of ASI are
not material to investors. The following supplemental financial information sets
forth, on an unconsolidated basis, statements of operations and statements of
cash flows for the three months ended March 31, 2001 and 2000, and balance
sheets as of March 31, 2001 and December 31, 2000 for the Parent Company and
ASI, and the subsidiaries of the Parent Company which are not subsidiaries of
ASI (the "Other Subsidiaries"). None of the Other Subsidiaries guarantees the
Public Debt of ASI. On December 31, 1999, the Company completed an internal
reorganization whereby ASI transferred ownership of all the Other Subsidiaries
and their intellectual property rights to another wholly owned subsidiary,
American Standard International Inc. Therefore, prior to December 31, 1999,
there were no Other Subsidiaries. The equity method of accounting is used to
reflect investments of the Parent Company in ASI and Other Subsidiaries.

<TABLE>

                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Unaudited)
<CAPTION>

                                                Parent                  Other                     Consolidated
            (Dollars in millions)              Company       ASI     Subsidiaries  Eliminations       Total
            ---------------------              -------     ------    ------------  ------------   ------------

<S>                                           <C>         <C>       <C>           <C>            <C>

  Sales                                                    $1,005        $ 839        $  (53 )        $1,791
                                                           ------        -----        -------         ------


  Costs and expenses:

    Cost of sales                                             774          636            (53)         1,357
    Selling and administrative expenses                       148          134                           282
    Other (income) expense                                                   1                             1
    Interest expense                                           37           10                            47
    Intercompany interest expense (income)                      5           (5)                            -
                                                           ------        -----        -------         ------

      Total expenses                                          964          776            (53)         1,687
                                                           ------        -----        -------         ------
  Income before income taxes and equity in
     net income of consolidated subsidiaries                   41           63              -            104
  Income taxes                                                 15           24              -             39
                                                           ------        -----        -------         ------
  Income before equity in net income of
     consolidated subsidiaries                                 26           39              -             65
  Equity in net income of consolidated

     subsidiaries                              $65              -            -          $ (65)             -
                                               ----        ------        -----        -------         ------


  Net income                                   $65         $   26       $   39          $ (65)        $   65
                                               ====        ======       ======          ======        ======
</TABLE>


<PAGE>

<TABLE>
                     CONSOLIDATING CONDENSED BALANCE SHEETS
                              AS OF MARCH 31, 2001
                                   (Unaudited)

<CAPTION>

                                                      Parent                  Other                    Consolidated
                (Dollars in millions)                 Company        ASI    Subsidiaries  Eliminations    Total
                ---------------------                 -------      -------  ------------  ------------  ----------
<S>                                                  <C>          <C>      <C>           <C>           <C>
  ASSETS
  Current assets:

    Cash and cash equivalents                          $    1      $   14       $   63                      $    78
    Accounts receivable, net                                2         463          564                        1,029
    Inventories                                                       342          346                          688
    Other current assets                                              100           59                          159
                                                       ------      ------       ------                       ------
      Total current assets                                  3         919        1,032                        1,954
  Facilities, net                                                     504          841                        1,345
  Goodwill, net                                                       137          790                          927
  Investment in subsidiaries                              174           -            -        $ (174)            -
  Other assets

                                                                      445           99                          544
                                                       ------      ------       ------        ------         ------
      Total assets                                     $  177      $2,005       $2,762        $ (174)        $4,770
                                                       ======      ======       ======        ======         ======
  LIABILITIES AND STOCKHOLDERS' (DEFICIT)

    EQUITY
  Current liabilities:

    Loans payable to banks                                                      $   90                         $ 90
    Current maturities of long-term debt                             $ 10            2                           12
    Other current liabilities                                         920          796                        1,716
                                                                   ------       ------                       ------
      Total current liabilities                                       930          888                        1,818
  Long-term debt                                                    1,792          486                        2,278
  Reserve for postretirement benefits                                 196          207                          403
  Intercompany accounts, net                           $  475         535       (1,010)                          -
  Other long-term liabilities                                         267          302                          569
                                                       ------      ------       ------        ------         ------
      Total liabilities                                   475       3,720          873        $    -          5,068
                                                       ------      ------       ------        ------         ------
      Total stockholders'(deficit)equity                 (298)     (1,715)       1,889          (174)          (298)
                                                       ------      ------       ------        ------         ------
      Total liabilities and stockholders'
       (deficit) equity                                $  177      $2,005       $2,762        $ (174)        $4,770
                                                       ======      ======       ======        ======         ======
</TABLE>

<PAGE>

<TABLE>

                 CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Unaudited)
<CAPTION>

                                                        Parent                Other                    Consolidated
                (Dollars in millions)                  Company     ASI     Subsidiaries  Eliminations      Total
                ---------------------                  -------     ---     ------------  ------------  ------------
<S>                                                   <C>         <C>     <C>           <C>            <C>
Cash provided (used) by:
  Operating activities:

    Net income                                         $ 65      $26         $39          $(65)         $ 65
    Adjustments to reconcile net income to net
       cash provided (used) by operations:
        Depreciation and amortization                             25          32                          57
        Other non-cash items                                      19           -                          19
        Equity in net income of subsidiary              (65)                                65             -
        Changes in assets and liabilities:
         Accounts receivable                                      28         (47)                        (19)
         Inventories                                             (15)        (75)                        (90)
         Accounts payable and other accruals                      30         (19)                         11
         Other assets and liabilities                            (15)         30                          15
                                                       ----     ----        ----          ----          ----


   Net cash provided (used) by operating
      activities                                          -       98         (40)            -            58
                                                       ----     ----        ----          ----          ----
  Investing activities:
      Purchase of property, plant and equipment                  (10)        (19)                        (29)
      Investments in affiliated companies and
        other businesses                                           -         (16)                        (16)
      Investments in computer software                            (8)         (6)                        (14)
      Other                                                       23           2                          25
                                                       ----     ----        ----          ----          ----
  Net cash provided (used) by investing activities        -        5         (39)            -           (34)
                                                       ----     ----        ----          ----          ----
  Financing activities:
      Decrease in other long-term debt                             -          (1)                         (1)
      Net change in credit facility                              (78)         24                         (54)
      Net change in short-term debt                                -           4                           4
      Purchases of treasury stock                       (27)       -           -                         (27)
      Net change in inter-company accounts              (20)     (30)         50                           -
      Proceeds from exercise of stock options            47        -           -                          47
      Other                                               1        -           -                           1
                                                       ----     ----        ----          ----          ----

   Net cash provided (used) by financing
      activities                                          1     (108)         77             -           (30)
                                                       ----     ----        ----          ----          ----

   Effect of exchange rate changes on cash and
      cash equivalents                                    -        -          (1)            -            (1)
                                                       ----     ----        ----          ----          ----
   Net increase (decrease) in cash and cash
      equivalents                                         1       (5)         (3)            -            (7)
                                                       ----     ----        ----          ----          ----
   Cash and cash equivalents at beginning of
      period                                              -       19          66             -            85
                                                       ----     ----        ----          ----          ----
  Cash and cash equivalents at end of period           $  1     $ 14        $ 63          $  -          $ 78
                                                       ====     ====        ====          ====          ====
</TABLE>

<PAGE>

<TABLE>

                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)
<CAPTION>

                                                Parent                   Other                     Consolidated
            (Dollars in millions)              Company       ASI      Subsidiaries  Eliminations       Total
            ---------------------              -------      -----    ------------  ------------    ------------
<S>                                           <C>          <C>       <C>           <C>            <C>

  Sales                                                    $1,087          $787          $ (52)        $1,822
                                                           ------          ----          -----         ------

  Costs and expenses:
    Cost of sales                                             828           595            (42)         1,381
    Selling and administrative expenses                       155           141                           296
    Other (income) expense                                     33           (26)           (10)            (3)
    Interest expense                                           41             7                            48
                                                           ------          ----          -----         ------
      Total expenses                                        1,057           717            (52)         1,722
                                                           ------          ----          -----         -------
  Income before income taxes and equity in
     net income of consolidated subsidiaries                   30            70              -            100
  Income taxes                                                 13            27              -             40
                                                           ------          ----          -----         ------
  Income before equity in net income of
     consolidated subsidiaries                                 17            43               -            60

  Equity in net income of consolidated             $ 60         -             -            (60)            -
                                                   ----    ------          ----          -----         ------
     subsidiaries
  Net income                                       $ 60    $   17          $ 43          $ (60)          $ 60
                                                   ====    ======          ====          =====           ====
</TABLE>



<TABLE>
                     CONSOLIDATING CONDENSED BALANCE SHEETS
                             AS OF DECEMBER 31, 2000


<CAPTION>
                                                 Parent                   Other                    Consolidated
            (Dollars in millions)               Company       ASI      Subsidiaries  Eliminations      Total
            ---------------------               -------      ----      ------------  ------------  ------------
<S>                                             <C>         <C>       <C>            <C>          <C>
  ASSETS
  Current assets:
    Cash and cash equivalents                              $   19        $   66                      $   85
    Accounts receivable, net                     $   1        492           534                        1027
    Inventories                                               327           279                         606
    Other current assets                                      101            60                         161
                                                 -----     ------        ------                      ------
      Total current assets                           1        939           939                       1,879
  Facilities, net                                             516           867                       1,383
  Goodwill, net                                               143           792                         935
  Investment in subsidiaries                     $ 100         -             -         $ (100)           -
  Other assets                                                410           138                         548
                                                 -----     ------        ------        ------        ------
      Total assets                               $ 101     $2,008        $2,736        $ (100)       $4,745
                                                 =====     ======        ======        ======        ======
  LIABILITIES AND STOCKHOLDERS'
     (DEFICIT) EQUITY Current liabilities:
    Loans payable to banks                                                $  84                       $  84
    Current maturities of long-term debt                     $ 10             2                          12
    Other current liabilities                                 908           803                       1,711
                                                           ------        ------                      ------
      Total current liabilities                               918           889                       1,807
  Long-term debt                                            1,889           487                       2,376
  Reserve for postretirement benefits                         193           215                         408
  Intercompany accounts, net                     $ 494        456          (950)                         -
  Other long-term liabilities                                 355           192                         547
                                                 -----     ------        ------        ------        ------
      Total liabilities                            494      3,811           833                       5,138
      Total stockholders' (deficit) equity        (393)    (1,803)        1,903        $ (100)         (393)
                                                 -----     ------        ------        ------        ------
      Total liabilities and stockholders'
          (deficit) equity                       $ 101    $ 2,008       $ 2,736        $ (100)      $ 4,745
                                                 =====    =======       =======        ======       =======
</TABLE>

<PAGE>

<TABLE>

                 CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)

<CAPTION>
                                                      Parent                  Other                      Consolidated
               (Dollars in millions)                  Company       ASI    Subsidiaries   Eliminations       Total
               ---------------------                  -------       ---    ------------   ------------   ------------
<S>                                                  <C>          <C>      <C>           <C>            <C>
  Cash provided (used) by:
     Operating activities:
      Net income                                          $60       $17         $  43           $(60)         $ 60
      Adjustments to reconcile net income to net
         cash provided (used) by operations:

          Depreciation and amortization                              18            37                           55
          Other non-cash items                              1         3             -             (1)            3
          Equity in net income of subsidiary              (60)                                    60             -
          Changes in assets and liabilities:
           Accounts receivable                                      (10)          (56)                         (66)
           Inventories                                              (51)           (9)                         (60)
           Accounts payable and other accruals             (3)       88          (143)             3           (55)
           Other assets and liabilities                               1            35                           36
                                                          ---       ---         -----          -----          ----
     Net cash provided (used) by continuing
        operations                                         (2)       66           (93)             2           (27)
     Net cash used by discontinued operations                        (4)            -                           (4)
                                                          ---       ---         -----          -----          ----
      Net cash provided (used) by operating
         activities                                        (2)       62           (93)             2           (31)
                                                          ---       ---         -----          -----          ----
    Investing activities:

        Purchase of property, plant and equipment                   (11)          (26)                         (37)
          Investments in affiliated companies and
             other businesses                              (1)        -            (9)             1            (9)
        Investments in computer software                            (10)           (3)                         (13)
        Other                                                         5             3                            8
                                                          ---       ---         -----          -----          ----
    Net cash used by investing activities                  (1)      (16)          (35)             1           (51)
                                                          ---       ---         -----          -----          ----
    Financing activities:
        Repayments of long-term debt                                 (6)           (1)                          (7)
        Net change in credit facility                                (4)          114                          110
        Net change in other short-term debt                           -             6                            6
        Purchases of treasury stock                       (49)      (49)            -             49           (49)
        Increase in loan from subsidiary                   49         -             -            (49)            -
        Issuance of common stock                            3                                     (3)
        Other                                                         2                                          2
                                                          ---       ---         -----          -----          ----
    Net cash provided (used) by financing
    activities                                              3       (57)          119             (3)           62
                                                          ---       ---         -----          -----          ----
    Effect of exchange rate changes on cash and
      cash equivalents                                      -         -            (1)             -            (1)
                                                          ---       ---         -----          -----          ----
    Net increase (decrease) in cash and cash
      equivalents                                           -       (11)          (10)             -           (21)
                                                          ---       ---         -----          -----          ----
    Cash and cash equivalents at beginning of
      period                                                         11            50                           61
                                                          ---       ---         -----          -----          ----
    Cash and cash equivalents at end of period            $ -       $ -         $  40          $   -          $ 40
                                                          ===       ===         =====          =====          ====
</TABLE>

<PAGE>


Note 8.  Segment Data

<TABLE>
                         Summary Segment and Income Data
                               Dollars in millions
                                   (Unaudited)

<CAPTION>
                                                Three Months Ended
                                                     March 31,
                                                     --------
                                               2001             2000
                                             ------           ------
<S>                                         <C>              <C>
Sales:
   Air Conditioning Systems and Services     $1,071           $1,067
   Plumbing Products                            455              459
   Vehicle Control Systems                      265              296
                                             ------           ------

        Total sales                          $1,791           $1,822
                                             ======           ======

Segment income:
   Air Conditioning Systems and Services      $ 101             $ 94
   Plumbing Products                             36               40
   Vehicle Control Systems                       46               44
                                             ------           ------
        Total segment income                    183              178

Equity in net income of unconsolidated
   joint ventures                                 6               10
                                             ------           ------
                                                189              188

Interest expense                                (47)             (48)
Corporate and other expenses                    (38)             (40)
                                             ------           ------

Income before income taxes                   $  104           $  100
                                             ======           ======

<FN>

   For a comparative analysis of this Summary Segment and Income Data, see
   Management's Discussion and Analysis of Financial Position and Results of
   Operations.
</FN>
</TABLE>


<PAGE>


                          PART 1. FINANCIAL INFORMATION

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


Results of  Operations  for the First  Quarter of 2001  Compared  with the First
Quarter of 2000

     Sales in the first  quarter of 2001 were $1,791  million,  a decrease of 2%
(up 1% excluding  unfavorable  foreign exchange  effects) from $1,822 million in
the first quarter of 2000. Sales increased slightly for Air Conditioning Systems
and Services, but decreased 1% for Plumbing Products and 10% for Vehicle Control
Systems.

     Segment  income was $183 million for the first quarter of 2001, an increase
of 3% (7% excluding  unfavorable  foreign exchange effects) from $178 million in
the first  quarter of 2000.  Segment  income  increased 7% for Air  Conditioning
Systems and  Services  and 5% for Vehicle  Control  Systems but declined 10% for
Plumbing Products.

     Sales of Air  Conditioning  Systems and Services  increased $4 million,  or
less than 1% (up 2% excluding  foreign  exchange  effects) to $1,071 million for
the first  quarter of 2001 from $1,067  million  for the first  quarter of 2000,
primarily  because of gains in U.S.  residential  and commercial  businesses and
growth in Asia.  This growth globally was a strong  performance  relative to the
generally weaker markets.  Worldwide  commercial  applied and commercial unitary
sales  decreased 1%  (increased  1% excluding  foreign  exchange  effects).  The
increase  (in local  currencies)  resulted  principally  from  gains in the U.S.
service  and  solutions  businesses.  U.S.  sales  in  the  commercial  business
increased  because of gains in price and in the service and solutions  business.
Sales outside the U.S., which are substantially commercial,  improved by 5% when
adjusted  for  divestitures  and  foreign  exchange,  with gains in Asia,  Latin
America and Canada,  partly offset by a drop in Europe. The recovery in Asia was
driven  primarily  by  expansion  of the global  accounts  business and improved
markets.  Residential  sales  in the  U.S.  increased  6%  benefiting  from  the
Company's  strong  position  in  the  premium  market,   expanding  distribution
(including  Sears and Home Depot in the retail  channel),  and continuing  share
gains in both cooling systems and furnaces.  The  residential  business gain was
achieved despite an estimated 14% residential market decline.

     Segment income of Air Conditioning  Systems and Services increased 7% (with
little  effect from foreign  exchange)  to $101 million in the first  quarter of
2001 from $94 million in the first quarter of 2000 as margins improved from 8.8%
to 9.4%. The worldwide  commercial  business  benefited  primarily from improved
volume in the sales and  solutions  business,  price  increases  in the U.S. and
higher volume in Asia. The residential business improved because of share gains,
a shift in customer demand to higher capacity,  higher  efficiency  products and
cost improvements.

     Sales of Plumbing  Products  decreased 1% (increased  4% excluding  foreign
exchange  effects)  to $455  million  in the first  quarter  of 2001,  from $459
million in the first  quarter of 2000.  The  exchange-adjusted  increase was the
result of gains in Europe. The European increase (8% excluding foreign exchange)
reflected  volume  improvements  in some  countries  and the  effects  of  minor
acquisitions.  The overall European  economy was slightly  weaker.  Sales in the
Americas  were  essentially  flat,  with a small  gain in the U.S.  offset  by a
decline in Latin America.  The increase in the U.S. was  relatively  strong when
viewed  against the first  quarter of 2000 that grew 21% and despite a softening
economy.  Sales through the retail  channel  expanded but the wholesale  channel
weakened. Marketing initiatives mitigated the weakness in wholesale markets with
a gain of four new  wholesale  distributors.  Market  share for  faucets  in the
retail channel also increased during the quarter.  Sales in other  international
operations declined moderately.
<PAGE>

         Segment income of Plumbing Products decreased 10% (3% excluding foreign
   exchange) to $36 million for the first quarter of 2001 from $40 million for
   the 2000 first quarter. The decrease was principally attributable to higher
   energy costs, partly offset by savings derived from materials management and
   Six Sigma initiatives. Segment income was down in the U.S. and Asia, flat in
   Europe and up slightly in Latin America. Margins declined from 8.7% in the
   first quarter of 2000 to 7.9% in the first quarter of 2001.

         Sales of Vehicle Control Systems for the first quarter of 2001 were
   $265 million, a decrease of 10% (3% excluding the unfavorable effects of
   foreign exchange) from $296 million in the first quarter of 2000, primarily
   because of a significant deterioration in the North American commercial
   vehicle market and a softening in European markets. Unit volumes of truck and
   bus production decreased 45% in the U.S. and 1% in Western Europe compared
   with the first quarter of 2000. The impact of these declines was tempered
   somewhat by increases in Brazil and Asia. Sales in Europe (excluding export
   sales to the U.S. marketing joint venture) were flat with the prior year
   despite the slight decline in commercial vehicle production. The decline in
   the North American market resulted in a significant drop in sales of
   anti-lock braking systems to the U. S. marketing joint venture. The cyclical
   nature of the commercial vehicle markets is being tempered by increased
   penetration, new applications with existing customers, acceleration of sales
   in new product lines and geographic expansion.

         Segment income for Vehicle Control Systems for the first quarter of
   2001 increased $2 million, or 5% (15% excluding foreign exchange effects) to
   $46 million from $44 million in the first quarter of 2000. Margins improved
   from 14.9% in the first quarter of 2000 to 17.4% in the first quarter of
   2001. This primarily reflected savings from materials management and Six
   Sigma programs, and the absence of costs associated with the move to Poland
   that were incurred in the first quarter of 2000.

   Other Summary Segment and Income Data Items

         Equity in net income of unconsolidated joint ventures decreased to $6
   million in the first quarter of 2001 from $10 million in the year-earlier
   quarter, reflecting the significant decline in the North American truck
   manufacturing market and its effect on Vehicle Control Systems' U.S. braking
   systems marketing joint venture.

         Interest expense decreased $1 million in the first quarter of 2001
   compared with the year-earlier quarter principally due to lower average debt
   balances. Corporate and other expenses in the first quarter of 2001 decreased
   $2 million from the prior-year first quarter primarily because of decreased
   minority interest in net income of consolidated joint ventures.

         The income tax provision for the first quarter of 2001 was $39 million,
   or 37.5% of pre-tax income, compared with a provision of $40 million, or
   39.75% of pre-tax income in the first quarter of 2000. The effective income
   tax rate is lower in 2000 primarily because of various tax planning
   initiatives.
<PAGE>


   Liquidity and Capital Resources

         Net cash provided by operating activities, after cash interest paid of
   $46 million, was $58 million for the first quarter of 2001, compared with net
   cash used of $31 million for the same period of 2000. The $89 million
   improvement resulted primarily from lower working capital usage and higher
   non-cash charges because Company contributions to the Employee Stock
   Ownership Plan (ESOP) were funded with shares of common stock in 2001 but
   with cash in the first quarter of 2000. In addition, net income and
   depreciation and amortization were higher in 2001. Inventories increased in
   the first quarter of both years, reflecting the normal seasonal pattern, but
   the increase was higher in the 2001 quarter because of a decision to increase
   certain air conditioning inventories to serve customers better in the
   upcoming summer season. The receivables increase of $19 million in 2001 was
   smaller than the first quarter 2000 increase primarily because growth in our
   businesses was significantly lower in 2001 than in 2000 when sales increased
   14% in local currencies. The Company made capital expenditures of $45 million
   for the first quarter of 2001, including $16 million of investments in
   affiliated companies and other businesses. This compared with capital
   expenditures of $46 million in the 2000 first quarter, including $9 million
   of investments in affiliated companies and other businesses. The Company also
   invested $14 million in computer software in the first quarter of 2001,
   compared with $13 million in the 2000 period. Additionally, the Company
   purchased approximately .5 million shares of its common stock in the first
   quarter of 2001 for $27 million compared with the purchase of 1.3 million
   shares for $49 million in the first quarter of 2000.

         In January 1997 the Company entered into the 1997 Credit Agreement
   which requires no repayment of principal prior to its expiration in January
   2002 and provides the Company with senior secured credit facilities
   aggregating $1.75 billion as follows: (a) a $750 million U.S. dollar
   revolving credit facility and a $625 million multi-currency revolving credit
   facility (the "Revolving Facilities"), and (b) a $375 million multi-currency
   periodic access credit facility. Up to $500 million of the Revolving
   Facilities may be used to issue letters of credit. On January 31, 2001, the
   Company made a $100 million prepayment which reduced the availability under
   the U.S. dollar revolving credit facility to $707 million, under the
   multi-currency revolving facility to $589 million and under the Periodic
   Access Facility to $354 million, or a total of $1.65 billion. The 1997 Credit
   Agreement contains restrictive covenants and other requirements with which
   the Company believes it is currently in compliance. Outstanding debt under
   the 1997 Credit Agreement is classified as long term because management
   believes a new credit agreement will be successfully negotiated.

         In December 1998, the 1997 Credit Agreement was amended to permit
   American Standard to issue up to an additional $500 million principal amount
   of senior or subordinated unsecured debt securities, to reorganize ownership
   of certain subsidiaries and intellectual property rights, and to lower the
   interest coverage ratios and increase the debt coverage ratios applicable to
   the Company beginning for periods ending December 31, 1998. The purpose of
   the amendment was primarily to accommodate the refinancing of $150 million of
   American Standard's 10 7/8% senior notes due May 15, 1999 and the financing
   of other proposed capital expenditures. In November 1999, the 1997 Credit
   Agreement was amended to permit the Company to sell its Medical Systems
   business and to increase the limit on annual lease payments. In September
   2000, the 1997 Credit Agreement was amended to extend the Company's
   authorization annually to repurchase up to $100 million of its Common Stock
   beyond July 9, 2001, to expand the Company's authorization, for hedging
   purposes, to enter into commodity purchase or option agreements and credit
   derivative agreements, and to increase the amount of equity the Company is
   authorized to invest in its financial services joint venture.

<PAGE>

     At March 31, 2001, the Company had  borrowings of $569 million  outstanding
under the  Revolving  Facilities.  There was $628  million  available  under the
Revolving  Facilities  after  reduction  for  borrowings  and for $99 million of
letters of credit usage.  The  Company's  foreign  subsidiaries  had $74 million
available at March 31, 2001, under overdraft facilities that can be withdrawn by
the banks at any time. In addition,  the Company's  operations in China have $15
million available under bank credit facilities after reduction for borrowings of
$20 million and letters of credit usage of $20 million.

     On May 28, 1999,  the Company  completed the sale of the equivalent of $460
million of Senior Notes,  with an average interest rate of 7.7%, issued in three
series:  250 million Euro Senior Notes due 2006; 100 million U.S.  Dollar Senior
Notes due 2009 and 60 million  Sterling  Senior Notes due 2009.  Net proceeds of
$452 million from the offering were applied to refinance  borrowings incurred to
pay $150  million of 10 7/8%  Senior  Notes at  maturity  on May 15, 1999 and to
refinance a  substantial  portion of the  purchase  price of the  February  1999
acquisition of  Armitage/Dolomite.  The May 28, 1999 sale of Senior Notes, which
are  not  subject  to  redemption,  was  made  pursuant  to a $1  billion  shelf
registration filed with the Securities and Exchange  Commission in November 1998
(the  "1998  Shelf  Registration").  Debt  securities  sold under the 1998 Shelf
Registration are issued by American Standard Inc. and unconditionally guaranteed
by American Standard  Companies Inc. The Company intends to use the net proceeds
from any future sales of such debt securities under the 1998 Shelf  Registration
for  general  corporate  purposes,   which  may  include  certain   investments,
acquisitions,  additions to working capital or capital expenditures. The Company
believes that the amounts  available from operating cash flows,  funds available
under its 1997 Credit Agreement (or successor  agreement) and future  borrowings
under  the  remaining  $540  million  of the  1998  Shelf  Registration  will be
sufficient to meet its expected operating needs and planned capital expenditures
for the foreseeable future.

     As described in Note 8 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000, there
are pending German Tax issues for the years 1984 through 1994. There has been no
change in the status of these issues since that report was filed.


Disclosure Regarding Forward Looking Statements

     Certain  of the  statements  contained  in  this  report  (other  than  the
historical  financial data and other  statements of historical  fact) including,
without limitation,  statements as to management's  expectations and belief, are
forward-looking  statements.  Forward-looking  statements  are made  based  upon
management's good faith  expectations and belief concerning future  developments
and their  potential  effect upon the Company.  There can be no  assurance  that
future  developments  will be in accordance  with such  expectations or that the
effect  of future  developments  on the  Company  will be those  anticipated  by
management.  Forward-looking  statements  can be  identified by the use of words
such as  "believe,"  "expect,"  "plans,"  "strategy,"  "prospects,"  "estimate,"
"project,"  "anticipate" and other words of similar meaning in connection with a
discussion  of future  operating or financial  performance.  This Report on Form
10-Q  includes  important  information  as to  risk  factors  in the  "Notes  to
Financial  Statements"  under the headings  "Restructuring  and Asset Impairment
Charges," "Tax Matters," and "Impact of Recently  Issued  Accounting  Standards"
and in the section  titled  "Management's  Discussion and Analysis of Results of
Operations and Financial  Position."  Many important  factors could cause actual
results to differ materially from management's expectations, including the level
of construction activity in the Company's Air Conditioning Systems and Services'
and Plumbing Products' markets


<PAGE>


   and the level of truck and bus production in the Company's Vehicle
   Control Systems markets; the ability of the Company to implement its
   restructuring program as planned; the timing of completion and success in the
   start-up of new production facilities; changes in U.S. or international
   economic conditions, such as inflation or interest rate fluctuations or
   recessions in the Company's markets; pricing changes to the Company's
   supplies or products or those of its competitors, and other competitive
   pressures on pricing and sales; labor relations; integration of acquired
   businesses; risks generally relating to the Company's international
   operations, including governmental, regulatory or political changes; changes
   in environmental, health or other regulations that may affect one or more of
   the Company's products or potential products and the inability to obtain
   regulatory approvals for one or more of the Company's potential products;
   changes in laws or different interpretations of laws including the risk that
   German judicial authorities will disagree with the opinions of the Company's
   German tax counsel or that may affect the Company's expected effective tax
   rate for 2001; the ability of the Company to successfully negotiate a new
   credit agreement; transactions or other events affecting the need for, timing
   and extent of the Company's capital expenditures; the extent of and the costs
   at which the Company effects repurchases of its common stock; and the extent
   to which the Company reduces outstanding debt.

<PAGE>


                           PART II. OTHER INFORMATION


   Item  1.  Legal Proceedings.


         For a discussion of German tax issues see "Management's Discussion and
   Analysis of Financial Condition and Results of Operations -- Liquidity and
   Capital Resources" in Part I of this report which is incorporated herein by
   reference.

   Item 5.  Other Information.


         At its annual meeting on May 3, 2001, the Board of Directors of
   American Standard Companies Inc. elected the following persons to the offices
   of the Company set forth below opposite their names:


     Frederic M. Poses        Chairman and Chief Executive Officer
     Lawrence B. Costello              Senior Vice President, Human Resources
     G. Peter D'Aloia         Senior Vice President and
                                                Chief Financial Officer
     W. Craig Kissel          Senior Vice President
     J. Paul McGrath          Senior Vice President, General
                                                Counsel and Secretary
     Marc Olivie              Senior Vice President
     James H. Schultz         Senior Vice President
     Gary Brogoch                      Vice President
     Wilfried Delker          Vice President
     Alberto Loreti           Vice President
     R. Scott Massengill      Vice President and Treasurer
     David R. Pannier         Vice President
     G. Ronald Simon          Vice President and Controller



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

         (a) Exhibits. The exhibits listed on the accompanying Index to Exhibits
         are filed as part of this quarterly report on Form 10-Q.

         (b) Reports on Form 8-K. During the quarter ended March 31, 2001, the
         Company filed no Current Reports on Form 8-K.





<PAGE>


                                    SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                AMERICAN STANDARD COMPANIES INC.








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









May 15, 2001



<PAGE>


                        AMERICAN STANDARD COMPANIES INC.

                                INDEX TO EXHIBITS



(The File Number of the Registrant, American Standard Companies Inc. is 1-11415)



                Exhibit No.                Description
                   (12)                    Ratio of Earnings to Fixed Charges