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, 2000

                                       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, 2000                                   70,226,846  shares



<PAGE>


                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements

     American Standard Companies Inc. (the "Company") is a Delaware  corporation
that has as its only  significant  assets 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 OPERATIONS
                           (Dollars in millions except
                               per share amounts)


<CAPTION>
                                                      Three months ended
                                                          March 31,

<S>                                               <C>                <C>
                                                    2000               1999
                                                  ------             ------

SALES                                             $1,822             $1,649
                                                  ------             ------

COST AND EXPENSES
  Cost of sales                                    1,381              1,238
  Selling and administrative expenses                296                283
  Other income                                        (3)                (2)
  Interest expense                                    48                 46
                                                  ------             ------
                                                   1,722              1,565
                                                  ------             ------
INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                                100                 84
Income taxes                                          40                 35
                                                  ------             ------

INCOME FROM CONTINUING OPERATIONS                     60                 49
Loss from discontinued operations                      -                 (2)
                                                  ------             ------
NET INCOME                                        $   60             $   47
                                                  ======             ======

Per basic common share:

    Income from continuing operations             $  .85             $  .70
    Loss from discontinued operations                  -               (.03)
                                                  ------             ------
    Net income                                    $  .85             $  .67
                                                  ======             ======

Per diluted common share:

    Income from continuing operations             $  .82             $  .68
    Loss from discontinued operations                  -               (.03)
                                                  ------             ------
    Net income                                     $ .82             $  .65
                                                  ======             ======

Average common shares outstanding
    Basic                                     71,025,480         70,221,451
    Diluted                                   73,059,767         71,903,290
<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,
                                                            2000        1999
                                                        ---------   -----------
<S>                                                    <C>         <C>
         CURRENT ASSETS

         Cash and cash equivalents                          $  40       $  61
         Accounts receivable                                1,043         986
         Inventories
           Finished products                                  337         286
           Products in process                                111          99
           Raw materials                                      125         120
                                                            -----       -----
                                                              573         505
         Net assets of discontinued
           operations held for sale                            52          51
         Other current assets                                 130         123
                                                            -----       -----
         TOTAL CURRENT ASSETS                               1,838       1,726

         FACILITIES, less accumulated depreciation:
           March 2000 - $582; Dec. 1999 - $571              1,393       1,414
         GOODWILL                                             956         991
         OTHER ASSETS                                         628         555
                                                            -----       -----
         TOTAL ASSETS                                      $4,815      $4,686
                                                           ======      ======

         CURRENT LIABILITIES
         Loans payable to banks                             $  90       $ 737
         Current maturities of long-term debt                  19          19
         Accounts payable                                     608         578
         Accrued payrolls                                     203         225
         Other accrued liabilities                            825         728
                                                            -----       -----
         TOTAL CURRENT LIABILITIES                          1,745       2,287

         LONG-TERM DEBT                                     2,596       1,887
         RESERVE FOR POSTRETIREMENT BENEFITS                  416         436
         OTHER LIABILITIES                                    535         572
                                                            -----       -----
         TOTAL LIABILITIES                                  5,292       5,182

         STOCKHOLDERS' DEFICIT
         Preferred stock, 2,000,000 shares authorized,
           none issued and outstanding                          -           -
         Common stock $.01 par value, 200,000,000
           shares authorized; 70,468,014
           shares issued and outstanding
           in 2000; 70,742,538 in 1999                          1           1
         Capital surplus and other                            581         595
         Treasury stock                                      (367)       (363)
         Accumulated deficit                                 (493)       (553)
         Foreign currency translation effects                (199)       (176)
                                                            -----       -----

         TOTAL STOCKHOLDERS' DEFICIT                         (477)       (496)
                                                            -----       -----
                                                           $4,815      $4,686
                                                           ======      ======
<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,
                                                          ------------------
                                                            2000      1999
                                                            ----      ----
<S>                                                        <C>       <C>
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Net income                                             $ 60      $ 47
    Adjustments to reconcile net income to net cash
      used by opertions:
        Loss from discontinued operations                     -         2
        Depreciation and amortization                        55        48
        Other non-cash items                                  3         2
        Changes in assets and liabilities:
           Accounts receivable                              (66)     (107)
           Inventories                                      (60)      (60)
           Accounts payable and other accruals              (55)       76
           Other assets and liabilities                      36       (55)
                                                           ----      ----
    Net cash used by continuing operations                  (27)      (47)
    Net cash used by discontinued operations                 (4)      (18)
                                                           ----      ----
    Net cash used by operating activities                   (31)      (65)
                                                           ----      ----

  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment               (37)      (32)
    Investments in affiliated companies
       and other businesses                                  (9)      (19)
    Investment in computer software                         (13)       (8)
    Acquisition of Armitage/Dolomite,
       net of cash acquired                                   -      (430)
    Other                                                     8         5
                                                           ----      ----
    Net cash used by investing activities                   (51)     (484)
                                                           ----      ----

  FINANCING ACTIVITIES:
    Repayments of long-term debt                             (7)      (18)
    Net change in credit facility                           110       459
    Net change in other short-term debt                       6        67
    Purchases of treasury stock                             (49)       (2)
    Other                                                     2         2
                                                           ----      ----
  Net cash provided by financing activities                  62       508
                                                           ----      ----

Effect of exchange rate changes on cash and
  cash equivalents                                           (1)       (1)
Net decrease in cash and cash equivalents                   (21)      (42)
Cash and cash equivalents at
      beginning of period                                    61        63
                                                           ----      ----
Cash and cash equivalents at end of period                 $ 40      $ 21
                                                           ====      ====
<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, 1999.

In the fourth quarter of 1999, the Board of Directors of the Company  approved a
plan for the  sale of the  Medical  Systems  segment.  The  Company  expects  to
complete the sale in the second quarter of 2000. Accordingly, Medical Systems is
reported as a  discontinued  operation  in the  accompanying  Unaudited  Summary
Statement of  Operations  and the  Company's  net  investment in that segment is
reported in the  accompanying  Unaudited  Summary Balance Sheet as net assets of
discontinued  operations  held for  sale.  Financial  statements  for all  prior
periods presented have been restated to reflect these classifications.

Borrowings  under the revolving  credit  facilities of the Company's bank credit
agreement  (the "1997 Credit  Agreement")  that were  previously  classified  as
short-term debt, have been classified as long-term debt as of March 31, 2000, as
the Company has the ability to refinance  such  borrowings  with  long-term debt
under the terms of the 1997 Credit Agreement.

Note 2.  Restructuring and Asset Impairment Charges

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, 1999,
in 1998 the Company  committed to restructuring  plans designed to achieve lower
product  costs and improved  efficiency.  Key elements of the plans  include the
transfer of  significant  manufacturing  capacity to locations  with lower labor
costs and the sale of certain  assets.  In  connection  therewith,  the  Company
determined that certain  long-lived  assets were impaired.  Accordingly,  in the
second half of 1998 the Company recorded charges totaling $197 million.

In 1999, after  re-evaluating  its plans, the Company recorded a net $15 million
restructuring  and asset  impairment  charge  that  reflected:  reversal  of $29
million of  unneeded  amounts  accrued  in 1998 for  certain  Plumbing  Products
facilities; accrual of additional charges of $17 million for the closure of five
Vehicle  Control  Systems  manufacturing  facilities;  accrual of $14 million to
reflect current estimates of certain other charges; and a $13 million impairment
charge related to a minority equity  investment that the Company does not expect
to recover.

<PAGE>

Following  is a summary of the unpaid  balances of the  restructuring  and asset
impairment  accruals,  and  activity  for the three  months ended March 31, 2000
(dollars in millions):
<TABLE>
<CAPTION>
                                               Paid in
                                 Balance     first three       Balance
                                Dec. 31,      months of       March 31,
                                  1999           2000           2000
                               ---------     ----------       --------
<S>                           <C>           <C>              <C>
      Termination payments
        to employees               $16.8         $  5.9         $ 10.9
      Other employee costs           7.4              -            7.4
      Facilities write-downs         1.3             .9             .4
      Other                          3.1              -            3.1
                                  ------         ------         ------
                                  $ 28.6         $  6.8         $ 21.8
                                  ======         ======         ======
</TABLE>


The Company  expects that  essentially  all of the $21.8  million  balance as of
March 31, 2000 will be utilized by the end of 2000. Of the 2,260 employees being
terminated, 1,380 had been terminated as of March 31, 2000.

Note 3.  Comprehensive Income

Total  comprehensive  income,  consisting  of net  income and  foreign  currency
translation effects, for the three months ended March 31, 2000 and 1999 were $55
million and $65 million, 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, 1999, 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, 2000 and 1999
included 2,034,287 and 1,681,839 average incremental shares,  respectively,  for
the assumed exercise of stock options.

Note 6.  Impact of Recently Issued Accounting Standards

In 1998,  the Financial  Accounting  Standards  Board issued  Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities,  which is required
to be adopted in years beginning after June 15, 2000.  Management  believes that
the  adoption of  Statement  No. 133 will not have a  significant  effect on the
Company's results of operations or financial position.


<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.  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, 2000 and 1999,  and balance  sheets as of March
31,  2000  and  December  31,  1999 for the  Parent  Company  and  ASI,  and the
subsidiaries of the Parent Company which are not subsidiaries of ASI (the "Other
Subidiaries") for 2000 only. None of the Other  Subsidiaries  guarantee the 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.  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, 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 subsidiaries  $60             -             -           ($60)            -
                                                    ----        ------          ----          -----        ------

  Net income                                         $60         $  17          $ 43           ($60)          $60
                                                    ====         =====          ====            ===           ===

</TABLE>

<PAGE>

<TABLE>

                     CONSOLIDATING CONDENSED BALANCE SHEETS
                              AS OF MARCH 31, 2000
                                   (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                                                   $   40                        $  40
    Accounts receivable, net                                       $ 463           580                        1,043
    Inventories                                                      295           278                          573
    Net assets of discontinued operations heldfor sale                52             -                           52
    Other current assets                                              49            81                          130
                                                                  ------        ------                        -----
      Total current assets                                           859           979                        1,838
    Facilities, net                                                  500           893                        1,393
    Goodwill, net                                                    147           809                          956
    Investment in subsidiaries                        $  (77)          -             -       $    77             -
    Intercompany receivables                                          76           408          (484)            -
    Loan receivable from parent                                      421           421          (842)            -
    Other assets                                                     439           189                          628
                                                      -------     ------        ------       --------       -------
      Total assets                                    $  (77)     $2,442        $3,699       $(1,249)       $ 4,815
                                                      =======     ======        ======       ========       =======
  LIABILITIES AND STOCKHOLDERS' (DEFICIT)
    EQUITY
  Current liabilities:

    Loans payable to banks                                                      $   90                      $    90
    Current maturities of long-term debt                           $  14             5                           19
    Other current liabilities                                        916           720                        1,636
                                                                  ------        ------                      -------
      Total current liabilities                                      930           815                        1,745
    Long-term debt                                                 2,121           475                        2,596
    Reserve for postretirement benefits                              197           219                          416
    Intercompany payables                                            408            76       $  (484)            -
    Loans payable to subsidiaries                        $400        421            21          (842)            -
    Other long-term liabilities                                      299           236                          535
                                                      -------     ------        ------       --------       -------
      Total liabilities                                  400       4,376         1,842        (1,326)         5,292
                                                      -------     ------        ------       --------       -------
      Total stockholders' (deficit) equity              (477)     (1,934)        1,857            77           (477)
                                                      -------     ------        ------       --------       -------
      Total liabilities and stockholders'             $  (77)     $2,442        $3,699       $(1,249)       $ 4,815
        (deficit) equity                              =======     ======        ======       ========       =======


</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)
                                                            ----     ----        ----        ----          ----
        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>

<TABLE>

                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (Unaudited)
<CAPTION>
                                                            Parent                                Consolidated
                  (Dollars in millions)                     Company        ASI      Eliminations      Total
                                                            -------      --------   ------------  ------------
<S>                                                        <C>            <C>      <C>            <C>

  Sales                                                                    $1,649                      $1,649

  Costs and expenses:
    Cost of sales                                                           1,238                       1,238
    Selling and administrative expenses                                       283                         283
    Other income                                                               (2)                         (2)
    Interest expense                                                           46                          46
                                                                            -----                      ------
      Total expenses                                                        1,565                       1,565
                                                                            -----                      ------
  Income from continuing operations before income taxes
      and equity in net income of consolidated subsidiaries                    84                          84

  Income taxes                                                                 35                          35
                                                                            -----                      ------
  Income from continuing operations before equity in
      net income of consolidated subsidiaries                                  49                          49

  Loss from discontinued operations                                            (2)                         (2)

  Equity in net income of subsidiaries                          $ 47            -         $ (47)            -
                                                                ----        -----         ------         ----

  Net income                                                    $ 47         $ 47         $ (47)         $ 47
                                                                =====        =====        ======         ====

</TABLE>

<PAGE>

<TABLE>
                     CONSOLIDATING CONDENSED BALANCE SHEETS
                             AS OF DECEMBER 31, 1999

<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                                    $   11       $    50                     $    61
    Accounts receivable, net                                        448           538                         986
    Inventories                                                     244           261                         505
    Net assets of discontinued operations
       held for sale                                                 51             -                          51
    Other current assets                                             38            85                         123
                                                                 ------       -------                     -------
      Total current assets                                          792           934                       1,726
  Facilities, net                                                   503           911                       1,414
  Goodwill, net                                                     148           843                         991
  Investment in subsidiaries                       $ (145)           -             -       $    145            -
  Intercompany receivables                                           43           825          (868)           -
  Loan receivable from parent                                       351            -           (351)           -
  Other assets                                                      455           100                         555
                                                    ------      -------       -------      --------       -------
      Total assets                                 $ (145)      $ 2,292       $ 3,613      $ (1,074)      $ 4,686
                                                    ======      =======       =======      ========       =======
  LIABILITIES AND STOCKHOLDERS'
    (DEFICIT) EQUITY
  Current liabilities:
    Loans payable to banks                                        $ 586         $ 151                       $ 737
    Current maturities of long-term debt                             18             1                          19
    Other current liabilities                                       750           781                       1,531
                                                                -------       -------                     -------
      Total current liabilities                                   1,354           933                       2,287
  Long-term debt                                                  1,556           331                       1,887
  Reserve for postretirement benefits                               204           232                         436
  Intercompany payables                                             825            43        $ (868)           -
  Loan payable to subsidiary                         $351            -             -           (351)           -
  Other long-term liabilities                                       299           273                         572
                                                   ------      -------       -------      --------        -------
      Total liabilities                               351         4,238         1,812        (1,219)        5,182
      Total stockholders' (deficit) equity           (496)       (1,946)        1,801           145          (496)
                                                   ------      -------       -------      --------        -------
      Total liabilities and stockholders'
          (deficit) equity                         $ (145)      $ 2,292       $ 3,613      $ (1,074)      $ 4,686
                                                   =======      =======       =======      ========       =======

</TABLE>

<PAGE>

<TABLE>

                 CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (Unaudited)
<CAPTION>
                                                       Parent                                 Consolidated
               (Dollars in millions)                  Company         ASI      Eliminations       Total
               ---------------------                  -------       -----      ------------    ---------
<S>                                                  <C>           <C>        <C>            <C>

 Cash provided (used) by:
    Operating activities:
      Net income                                        $    47         $ 47           $(47)         $ 47
      Adjustments to reconcile net income to net
       provided (used) by operations:
        Loss from discontinued operations                                  2                            2
        Depreciation and amortization                                     48                           48
        Other non-cash items                                               2                            2
        Equity in net income of subsidiary                  (47)           -             47             -
        Changes in assets and liabilities:
          Accounts receivable                                           (107)                        (107)
          Inventories                                                    (60)                         (60)
          Accounts payable and other accruals                             76                           76
          Other assets and liabilities                                   (55)                         (55)
                                                        -------        -----           ----           ---
  Net cash used by continuing operations                      -          (47)             -           (47)
  Net cash used by discontinued operations                               (18)                         (18)
                                                        -------        -----           ----           ---
  Net cash used by operating activities                                  (65)                         (65)
                                                        -------        -----           ----           ---
    Investing activities:
      Purchase of property, plant and equipment                          (32)                         (32)
      Investments in affiliated companies and
         other businesses                                    (5)         (19)             5           (19)
      Investments in computer software                                    (8)                          (8)
      Acquisition of Armitage/Dolomite                                  (430)                        (430)
      Other                                                                5                            5
                                                        -------        -----           ----           ---
  Net cash used by investing activities                      (5)        (484)             5          (484)
                                                        -------        -----           ----           ---
    Financing activities:
      Repayments of long-term debt                                       (18)                         (18)
      Net change in credit facility                                      459                          459
      Net change in other short-term debt                                 67                           67
      Purchases of treasury stock                            (2)          (2)             2            (2)
      Other                                                   7            2             (7)            2
                                                        -------        -----           ----           ---
  Net cash provided by financing activities                   5          508             (5)          508
                                                        -------        -----           ----           ---
  Effect of exchange rate changes on cash
        and cash equivalents                                              (1)                          (1)
                                                        -------        -----           ----           ---
  Net increase (decrease) in cash and
        cash equivalents                                      -          (42)             -           (42)
                                                        -------        -----           ----           ---
  Cash and cash equivalents at beginning of period            -           63                           63
                                                        -------        -----           ----           ---
  Cash and cash equivalents at end of period            $     -         $ 21           $  -           $21
                                                        =======        =====          =====           ===

</TABLE>

<PAGE>


Note 8.  Segment Data
<TABLE>

                         Summary Segment and Income Data
                               Dollars in millions
                                   (Unaudited)

  <CAPTION>
                                                           Three Months Ended

                                                                 March 31,
                                                              2000      1999
<S>                                                        <C>        <C>

   Sales:
      Air Conditioning Systems and Services                 $1,067      $  942
      Plumbing Products                                        459         415
      Vehicle Control Systems                                  296         292
                                                            ------      ------
           Total sales                                      $1,822      $1,649
                                                            ======      ======

   Segment income:
      Air Conditioning Systems and Services                 $   94      $   76
      Plumbing Products                                         40          34
      Vehicle Control Systems                                   44          39
                                                            ------      ------
           Total segment income                                178         149

   Equity in net income of unconsolidated
      joint ventures                                            10           8
                                                            ------      ------
                                                               188         157

   Interest expense                                            (48)        (46)
   Corporate items                                             (40)        (27)
                                                            ------      ------

   Income from continuing operations
      before income taxes                                   $  100      $   84
                                                            ======      ======

<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 2000  Compared  with the First
Quarter of 1999

         The Company  achieved  record first quarter sales of $1,822  million in
   2000, an increase of 10% (14% excluding unfavorable foreign exchange effects)
   from $1,649 million in the first quarter of 1999. Sales increased 13% for Air
   Conditioning  Systems and  Services,  11% for  Plumbing  Products  and 1% for
   Vehicle Control Systems.

         Segment  income was $178  million  for the first  quarter  of 2000,  an
   increase of 19% (25% excluding  unfavorable  foreign  exchange  effects) from
   $149 million in the first quarter of 1999.  Segment income  increased 24% for
   Air Conditioning Systems and Services,  18% for Plumbing Products and 13% for
   Vehicle Control Systems.

         The sales and segment income amounts  reflect  results from  continuing
   operations   only,  as  the  Medical  Systems   business  is  reported  as  a
   discontinued operation.

         Sales of Air  Conditioning  Systems  and  Services  increased  13% (14%
   excluding  foreign exchange  effects) to $1,067 million for the first quarter
   of 2000 from $942 million for the first  quarter of 1999.  Worldwide  Applied
   Systems sales increased 13% (14% excluding  foreign exchange  effects) due to
   strong  performance in the U.S.  commercial  equipment business and sales and
   service  operations.  U.S. sales of commercial  applied products and services
   increased  because of higher volumes,  reflecting  continued  strength in the
   U.S.  commercial market and benefiting from the introduction of a new line of
   high-efficiency chillers.  Additionally, there was significant improvement in
   the Far East outside of China.  Worldwide Unitary Systems sales increased 14%
   primarily from higher volumes in U.S. residential and commercial  operations,
   reflecting  continued strength in the U.S. commercial and residential unitary
   markets.  International  unitary sales also increased principally as a result
   of volume  improvements  in Latin America,  the Middle East and the Far East,
   except for China.

         Segment income of Air Conditioning  Systems and Services  increased 24%
   (with  little  effect  from  foreign  exchange)  to $94  million in the first
   quarter  of 2000 from $76  million  in the first  quarter  of 1999 as margins
   improved from 8.1% to 8.8%.  Worldwide  Applied Systems  benefited  primarily
   from  improved  volume in the U.S. and Far East.  Worldwide  Unitary  Systems
   posted  strong  growth  in  the  U.S.  from  volume  increases  and  improved
   internationally due to volume increases and cost improvements.

         Sales  of  Plumbing  Products  increased  11%  (16%  excluding  foreign
   exchange  effects) to $459  million in the first  quarter of 2000,  from $415
   million  in the first  quarter of 1999 as a result of gains in Europe and the
   Americas.  The European increase (23% excluding  foreign exchange)  reflected
   the  effects  of the  Armitage/Dolomite  acquisition  in  February  1999  and
   improving  economic  conditions.  Sales in the Americas  increased  12% (with
   little effect from foreign exchange) due to strong growth in the U.S., partly
   offset by a decline in Latin America. The increase in the U.S. was the result
   of higher  volume,  through both the expanding  retail and  wholesale  market
   channels. Sales in other international operations declined moderately.
<PAGE>

         Segment income of Plumbing Products  increased $6 million,  or 18% (29%
   excluding foreign exchange) to $40 million for the first quarter of 2000 from
   $34  million  for the  1999  first  quarter.  The  increase  was  principally
   attributable to volume increases and cost improvements from the restructuring
   of  European  operations  as  part  of  a  low-cost  sourcing  program,   the
   Armitage/Dolomite acquisition and substantial volume improvements in the U.S.
   The  successful  restructuring  of both the Americas  and  European  Plumbing
   businesses has lowered their cost  structures,  resulting in improving trends
   in margins and profitability. Margins improved from 8.2% in the first quarter
   of 1999 to 8.7% in the first quarter of 2000.

         Sales of Vehicle  Control  Systems  for the first  quarter of 2000 were
   $296 million,  an increase of 1% (10%  excluding the  unfavorable  effects of
   foreign  exchange) from $292 million in the first quarter of 1999,  primarily
   from  higher  volume in  Europe.  Unit  volumes  of truck and bus  production
   increased 6% in Western Europe and were essentially flat in the U.S. compared
   with the first  quarter of 1999.  In  addition,  sales  increased  because of
   higher   product   content  per  vehicle,   sales  by  the  U.S.   compressor
   manufacturing  joint  venture and  increased  shipments of anti-lock  braking
   systems (ABS) to the Company's U.S. braking systems joint venture. The higher
   sales to the U.S.  joint venture in the first  quarter of 2000  reflected the
   first-quarter  1999 full  phase-in of  regulations  requiring  ABS on all new
   heavy-duty trucks and trailers.  Additionally,  sales increased 19% in Brazil
   despite a 15% decline in that country's commercial vehicle production.

         Segment  income for Vehicle  Control  Systems for the first  quarter of
   2000 increased $5 million, or 13% (29% excluding foreign exchange effects) to
   $44 million  from $39 million in the first  quarter of 1999.  This  reflected
   higher volumes and cost reductions.  Margins improved from 13.4% in the first
   quarter of 1999 to 14.9% in the first quarter of 2000.

   Other Summary Segment and Income Data Items

         Equity in net income of unconsolidated  joint ventures increased to $10
   million in the first  quarter  of 2000 from $8  million  in the  year-earlier
   quarter,  reflecting the continued  strong growth of Vehicle Control Systems'
   U.S. braking systems joint venture and the Company's financial services joint
   venture.

         Interest  expense  increased  $2 million  in the first  quarter of 2000
   compared with the  year-earlier  quarter  principally  due to higher  average
   interest  rates.  Corporate  and other  expenses in the first quarter of 2000
   increased  $13  million  from the prior  year  first  quarter  mainly due to:
   increased  minority  interest in net income of  consolidated  joint ventures;
   higher  incentive   compensation  accruals  due  to  expected   profitability
   improvement;  increased  receivables  discount  fees  paid  to the  financial
   services joint venture as a result of higher sales;  and transition costs due
   to management changes.

         The income tax provision for the first quarter of 2000 was $40 million,
   or 39.75% of income from continuing operations,  compared with a provision of
   $35  million,  or 41.5% of income  from  continuing  operations  in the first
   quarter of 1999.  The  effective  income tax rate is lower in 2000  primarily
   because of an internal  reorganization of the Company's  subsidiary ownership
   which should be more tax efficient.


<PAGE>



   Liquidity and Capital Resources

         Net cash used by operating activities,  after cash interest paid of $46
   million,  was $31 million for the first  quarter of 2000,  compared  with net
   cash  used of $65  million  for the  same  period  of 1999.  The $34  million
   improvement resulted primarily from higher net income and higher depreciation
   and amortization.  Accounts receivable and inventories increased in the first
   quarter of both years,  reflecting the normal seasonal  pattern and growth in
   the  business.  The  receivables  increase of $66 million in 2000 was smaller
   than the first  quarter  1999  increase  primarily  because the average  days
   outstanding  improved by four days. The inventory increase of $60 million was
   essentially the same as in the 1999 first quarter,  but turnover was one-half
   turn lower and  reflected  a decision to  increase  certain air  conditioning
   inventories  to better serve  customers in the upcoming  summer  season.  The
   Company made  capital  expenditures  of $46 million for the first  quarter of
   2000,  including $9 million of investments in affiliated  companies and other
   businesses.  This  compared with capital  expenditures  of $51 million in the
   1999 first  quarter,  including  $19  million of  investments  in  affiliated
   companies  and  other   businesses   (but  excluding  the   Armitage/Dolomite
   acquisition  described  below).  The  Company  also  invested  $13 million in
   computer  software in the first quarter of 2000,  compared with $8 million in
   the 1999  period.  Additionally,  the  Company  purchased  approximately  1.3
   million  shares of its common  stock 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 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. The 1997 Credit Agreement contains  restrictive  covenants
   and other  requirements  with which the Company  believes it is  currently in
   compliance.

         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,   including  the  acquisition  of
   Armitage/Dolomite   described  below.  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.

         Borrowings under the revolving credit  facilities of the Company's 1997
   Credit  Agreement that were  previously  classified as short-term  debt, have
   been  classified  as long-term  debt as of March 31, 2000, as the Company has
   the ability to refinance such  borrowings with long-term debt under the terms
   of the 1997 Credit Agreement.

          At  March  31,  2000,  the  Company  had  borrowings  of $725  million
   outstanding under the Revolving Facilities.  There was $569 million available
   under the Revolving  Facilities  after  reduction for  borrowings and for $81
   million of letters of credit usage.  The Company's  foreign  subsidiaries had
   $89 million available at March 31, 2000, under overdraft  facilities that can
   be withdrawn by the banks at any time. In addition,  the Company's operations
   in China have $17  million  available  under  bank  credit  facilities  after
   reduction  for  borrowings  of $18 million and letters of credit usage of $20
   million.
<PAGE>

         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  Armitage/Dolomite  acquisition described below. 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.

         On  February  2,  1999,  the  Company  acquired  Armitage/Dolomite,   a
   manufacturer  of ceramic  sanitaryware,  brassware  and  integrated  plumbing
   systems,  for approximately  $427 million  (including fees and expenses) with
   borrowings under the Company's 1997 Credit  Agreement.  The acquired business
   consists of two  principle  businesses:  Armitage  Shanks,  a United  Kingdom
   manufacturer,  and Ceramica Dolomite, an Italian  manufacturer.  The acquired
   business  has  facilities  in the  United  Kingdom  and  Italy,  and  employs
   approximately  3,200 people.  The primary markets for its products are in the
   United Kingdom, Italy, Ireland and Germany.  Armitage/Dolomite had 1999 sales
   of $279 million  (for the eleven  months  following  the  acquisition).  This
   transaction  was  accounted  for as a purchase and the results of  operations
   have been included in the accompanying financial statements since the date of
   acquisition.  The purchase  price was allocated  based upon the fair value of
   the assets acquired and liabilities assumed at the date of acquisition.  This
   resulted in an excess of purchase price over the value of net assets acquired
   (goodwill) of $300 million which is being amortized over 40 years.

         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,
   1999,  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

         Comments  in  this  Quarterly  Report  on  Form  10-Q  contain  certain
   forward-looking   statements  that  are  based  on  management's  good  faith
   expectations and belief  concerning future  developments.  Actual results may
   differ  materially  from  these  expectations  as a result  of many  factors,
   relevant  examples of which are set forth in the Company's 1999 Annual Report
   on Form 10-K and in the "Management's Discussion and Analysis" section of the
   Company's 1999 Annual Report to  Shareholders  and Quarterly  Reports on Form
   10-Q.


<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 4,  2000,  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

         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

         Thomas S. Battaglia         Vice President and Treasurer
         Gary Brogoch                Vice President
         Wilfried Delker             Vice President
         George H. Kerckhove         Vice President
         Alberto Loreti              Vice President
         G. Eric Nutter              Vice President
         David R. Pannier            Vice President
         Raymond D. Pipes            Vice President
         James H. Schultz            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, 2000,  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, 2000



<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
                   (27)                Financial Data Schedule

                 (99) (i)              Press release dated February 10, 2000