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, 1999
                                       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, 1999                                  70,439,557 shares


<PAGE>


                          PART 1. FINANCIAL INFORMATION

 Item 1.  Financial Statements

     American  Standard  Companies Inc. is a Delaware  corporation  organized in
March 1988, and has as its only investment all the  outstanding  common stock of
American  Standard  Inc.  Hereinafter,  "the  Company"  will  refer to  American
Standard  Companies Inc. or to its  subsidiary,  American  Standard Inc., as the
context requires.

     The  following   summary   statement  of  operations  of  the  Company  and
subsidiaries  for the three  months  ended  March 31, 1999 and 1998 has not been
audited,  but  management  believes that all  adjustments,  consisting of normal
recurring  items,  necessary to a fair  presentation of financial data for those
periods have been  included.  Results for the first three months of 1999 are not
necessarily indicative of results for the entire year.
<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,
                                                              --------
                                                        1999           1998
                                                        -----          ----
<S>                                                <C>              <C>   

SALES                                                $1,675          $1,493 
                                                     

COST AND EXPENSES
  Cost of sales                                        1,251          1,124 
  Selling and administrative expenses                    300            258 
  Other income                                            (2)            (1)
  Interest expense                                        46             51 
                                                      ------          ------
                                                       1,595          1,432 
                                                      ------          ------ 
INCOME BEFORE INCOME TAXES                                80             61 
Income taxes                                              33             25 
                                                      ------          ------

NET INCOME                                             $  47           $ 36 
                                                       =====           ====

NET INCOME PER COMMON SHARE
    Basic                                              $ .67          $ .50 
                                                       =====          =====
    Diluted                                            $ .65          $ .49 
                                                       =====          =====

Average common shares outstanding
    Basic                                         70,221,451     72,096,082 
    Diluted                                       71,903,290     74,290,956 

<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,
                                                      1999             1998
<S>                                               <C>              <C>    
                                                    --------        --------
 CURRENT ASSETS
 Cash and cash equivalents                             $  23           $ 65     
 Accounts receivable                                   1,090            939     
 Inventories                                                                    
   Finished products                                     338            269     
   Products in process                                   114             97     
   Raw materials                                         111             92     
                                                       -----         ------        
                                                         563            458     
 Other current assets                                    142            129     
                                                       -----         ------
 TOTAL CURRENT ASSETS                                  1,818          1,591     

 FACILITIES, less accumulated depreciation:
   March 1999 - $581; Dec. 1998 - $611                 1,325          1,241     
 GOODWILL                                              1,048            833     
 OTHER ASSETS                                            535            491     
                                                       -----         ------
 TOTAL ASSETS                                         $4,726         $4,156     
                                                       =====         ======

 CURRENT LIABILITIES
 Loans payable to banks                               $1,213          $ 732     
 Current maturities of long-term debt                    164            169     
 Accounts payable                                        571            544     
 Accrued payrolls                                        204            204     
 Other accrued liabilities                               755            702     
                                                       -----         ------
 TOTAL CURRENT LIABILITIES                             2,907          2,351     

 LONG-TERM DEBT                                        1,483          1,528     
 RESERVE FOR POSTRETIREMENT BENEFITS                     471            478     
 OTHER LIABILITIES                                       498            500     
                                                       -----         ------
 TOTAL LIABILITIES                                     5,359          4,857     

 STOCKHOLDERS' DEFICIT
 Preferred stock, 2,000,000 shares authorized,
   none issued and outstanding                             -              -       
 Common stock $.01 par value, 200,000,000
   shares authorized, 70,273,745
   shares issued and outstanding
   in 1999; 69,924,615  in 1998                            1              1     
 Capital surplus and other                               589            594     
 Treasury stock                                         (372)          (380)    
 Accumulated deficit                                    (645)          (692)    
 Foreign currency translation effects                   (206)          (224)    
                                                       -----         ------

 TOTAL STOCKHOLDERS' DEFICIT                            (633)          (701)    
                                                       -----         ------
                                                     $ 4,726         $4,156     
                                                     =======         ======
<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,
                                                                   1999     1998
                                                                   ----     ----
<S>                                                              <C>       <C>    

CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Net income                                                    $ 47     $ 36 
    Depreciation                                                    40       32 
    Amortization of goodwill and other intangibles                  12       12 
    Non-cash interest                                                2       16 
    Non-cash stock compensation                                      -        2 
    Changes in assets and liabilities:
        Accounts receivable                                       (112)     (50)
        Inventories                                                (62)     (65)
        Accounts payable and other accruals                         72       87 
        Other assets and liabilities                               (57)     (26)
                                                                  ----      ----
    Net cash provided (used) by operating activities               (58)      44
                                                                  ----      ----

  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                      (34)     (48)
    Investments in affiliated companies and other businesses       (19)     (10)
    Acquisition of Armitage/Dolomite, net of cash acquired        (430)       - 
    Other                                                           (8)      (6)
                                                                  ----      ---- 
    Net cash used by investing activities                         (491)     (64)
                                                                  ----      ----

  FINANCING ACTIVITIES:
    Proceeds from issuance of long-term debt                         -      761 
    Repayments of long-term debt                                   (18)      (9)
    Net change in revolving credit facility                        459     (653)
    Net change in other short-term debt                             67        1 
    Financing costs                                                  -      (30)
    Other                                                            -        5
                                                                  ----      ----
  Net cash provided by financing activities                        508       75
                                                                  ----      ----

Effect of exchange rate changes on cash and
    cash equivalents                                                (1)       -
                                                                  ----      ----  
Net increase (decrease) in cash and cash equivalents               (42)      55 
Cash and cash equivalents at beginning of period                    65       29
                                                                  ----      ----
Cash and cash equivalents at end of period                        $ 23      $84
                                                                  ====      ====

<FN>


                             See accompanying notes
</FN>
</TABLE>

<PAGE>

                        AMERICAN STANDARD COMPANIES INC.
                          NOTES TO FINANCIAL STATEMENTS

Note 1.  Restructuring and Asset Impairment Charges

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  $200 million ($186
million net of tax benefits),  including $185 million for Plumbing Products,  $7
million for Air Conditioning Products, $5 million for Automotive Products and $3
million for Medical Systems.

The Plumbing Products charge of $185 million reflects the closure of five plants
in Europe and two in North  America.  The charge  includes a loss on the sale of
the French  plumbing  distribution  operations,  costs  related  to a  workforce
reduction of approximately  1,600 people and,  applying the criteria of FAS 121,
write-downs of impaired fixed assets and related goodwill.

The Air  Conditioning  Products charge of $7 million involves the closure of one
plant in  Australia,  one plant in  Europe,  and a  workforce  reduction  of 115
people.  The  Automotive  Products  charge of $5  million  primarily  reflects a
workforce  reduction of 75 people in Europe related to having certain  machining
work  done  by  low-cost  outside  vendors  rather  than  in the  Company's  own
facilities and the closure of three small plants.  A restructuring  charge of $3
million was also recorded for Medical Systems,  relating to asset write-offs and
severance payments.

     Following is a summary of the  restructuring  and asset impairment  charges
accrued and activity through March 31, 1999 (dollars in millions):
<TABLE>
<CAPTION>
<S>                             <C>         <C>         <C>        <C>       <C>           <C>
                                                                     Balance  Paid first    Balance 
                                 Initial      Non-cash   Paid in     Dec. 31    quarter     March 31
                                   Charge    Write-off     1998       1998      of 1999       1999
                                   ------    ---------     -----      ------    --------      ----
   Termination payments
      to employees                  $49.8       $   -      $10.4       $39.4       $11.5       $27.9
   Other employee costs              33.6           -        4.3        29.3         2.6        26.7
   Facilities write-downs (a)        88.3         72.4       -          15.9          .1        15.8
   Loss on sale of French
      distribution business (b)      19.1         14.9       3.6          .6           -          .6
   Other                              9.5          1.4        .2         7.9          .3         7.6
                                   ------        -----     -----       -----       -----       -----
                                      

                                   $200.3        $88.7     $18.5       $93.1       $14.5       $78.6
                                   ======        =====     =====       =====       =====       =====
<FN>

     (a)Includes goodwill  write-down of $31.3 million related to the facilities
        write-down for the French plumbing manufacturing operations.

     (b) Includes goodwill write-off of $12.3 million.
</FN>
</TABLE>

Closure of all  facilities  affected is expected to be  completed  by the end of
1999.  The initial  charge of $200.3  million was  comprised  of non-cash  asset
write-downs of $88.7 million and accrued charges of $111.6 million. Of the $78.6
million  unpaid  balance of accrued  charges as of March 31,  1999,  the Company
expects  that $50 million  will be paid by the end of 1999 and the  remainder in
2000.
<PAGE>

The accrued  termination  payments to employees include only severance  payments
after termination.  Other employee related costs include negotiated supplemental
payments  to pension  funds and other  payments to union  organizations  for the
benefit  of  terminated  employees.  Of the 1,800  employees  being  terminated,
approximately   1,500  are  hourly   factory   workers  and  300  are   salaried
administrative  personnel. As of March 31, 1999, approximately 900 employees had
been terminated.

The facilities being closed and written down include eight owned and four leased
manufacturing plants, and the related manufacturing  equipment. The owned plants
are being held for disposal and, accordingly,  were written down to the lower of
carrying amount or fair value,  less costs to sell. Two of those facilities will
be demolished and the land held for sale.  Leases on the four rented  facilities
will be terminated upon payment of obligations specified or negotiated under the
lease  contracts.  Manufacturing  equipment  being  scrapped was written off and
equipment  being sold has been written  down to the lower of carrying  amount or
fair value,  less costs to sell. The net carrying  value of land,  buildings and
equipment  held for sale as of March 31,  1999 was $12  million.  The closure of
certain  facilities  necessitates the  investigation of potential  environmental
contamination or the legal or regulatory  requirement to remediate the facility.
In addition,  the sale of one facility  contractually  obligates  the Company to
demolish and remediate the site.

Approximately  one-half of other  restructuring  costs is leasehold  termination
costs, with the remainder  consisting of cash grants forfeited upon closure of a
facility in Italy, and other miscellaneous costs.

Note 2.  Acquisition

On February 2, 1999, the Company acquired the Bathrooms  Division of Blue Circle
Industries PLC, a manufacturer of ceramic sanitaryware, brassware and integrated
plumbing systems,  for approximately  $430 million,  including fees and expenses
and net of cash  acquired,  with  borrowings  under the  Company's  1997  Credit
Agreement.  On February  8, 1999,  The  Company  refinanced  $60 million of such
indebtedness  with the proceeds of a borrowing  under a short-term loan facility
provided by Goldman Sachs Credit Partners L.P. The acquired business consists of
two main  businesses,  Armitage  Shanks,  a  United  Kingdom  manufacturer,  and
Ceramica Dolomite,  an Italian manufacturer  ("Armitage/Dolomite")  and had 1998
sales  of  approximately  $290  million  and  assets  at  December  31,  1998 of
approximately  $250  million.  Armitage/Dolomite  has 3 major  facilities  and 9
smaller  facilities,  located  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. The Company is formulating plans to
integrate  Armitage/Dolomite  into existing  European  operations and expects to
complete  this  process by the end of 1999.  This  process  may result in action
being taken which could  result in  additional  costs or increase  the amount of
goodwill.

This  acquisition  is being  accounted for as a purchase.  The Company is in the
process of valuing the assets acquired and  liabilities  assumed for purposes of
allocating the purchase price.  Although the evaluation  process is not expected
to be  completed  until the end of 1999,  the  Company's  preliminary  estimates
indicate that goodwill of approximately $250 million will be recorded.

<PAGE>

Note 3.  Public Offering of Debt

On  May 4,  1999,  the  Securities  and  Exchange  Commission  ("SEC")  declared
effective a shelf  registration  statement  jointly  filed by American  Standard
Companies Inc. and its wholly-owned  subsidiary  American Standard Inc. covering
$1 billion of senior debt securities (the "1998 Shelf  Registration").  The debt
securities  to be sold  under  the 1998  Shelf  Registration  will be  issued by
American  Standard  Inc. and  unconditionally  guaranteed  by American  Standard
Companies Inc. The Company intends to use the net proceeds from the sale of such
debt securities for general corporate purposes,  which may include the repayment
of outstanding  debt,  including debt incurred to finance the acquisition of the
Bathrooms   Division  of  Blue  Circle   Industries  PLC,  as  well  as  certain
investments, acquisitions, additions to working capital or capital expenditures.

Note 4.  Comprehensive Income

Total comprehensive income (loss),  consisting of net income or loss and foreign
currency translation effects, for the three months ended March 31, 1999 and 1998
were $65 million and $49 million, respectively.

Note 5.  Tax Matters

As  described in Note 7 of Notes to  Consolidated  Financial  Statements  in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, there
are pending German tax issues for the years 1984 through 1990. See "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Liquidity and Capital Resources."

Note 6.  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, 1999 and 1998
included 1,681,839 and 2,194,874 average incremental shares,  respectively,  for
the assumed exercise of stock options.

Note 7.  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,  1999.  The  Company's  use of
derivative   instruments  and  hedging  activities  is  minimal,  and  therefore
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 8.  Segment Data
<TABLE>

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

                                                       Three Months Ended
                                                           March 31,
                                                           --------
<S>                                              <C>              <C> 
                                                    1999             1998
                                                  ------           ------
 Sales:                                          
    Air Conditioning Products                     $  942           $  838 
    Plumbing Products                                415              358 
    Automotive Products                              292              272 
    Medical Systems                                   26               25 
                                                  ------           ------

         Total  sales                             $1,675           $1,493 
                                                  ======           ======

 Segment income (loss):
    Air Conditioning Products                     $   76           $   73 
    Plumbing Products                                 34               19 
    Automotive Products                               39               42 
    Medical Systems                                   (4)              (4)
                                                  ------           ------
         Total segment income                        145              130 

 Equity in net income of unconsolidated
    joint ventures                                     8                6 
                                                  ------           ------
                                                     153              136 

 Interest expense                                    (46)             (51)
 Corporate items                                     (27)             (24)
                                                  ------           ------

 Income before income taxes                       $   80           $   61 
                                                  ======           ======  
</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 1999  Compared  with the First
Quarter of 1998

         The Company  achieved  record first quarter sales of $1,675  million in
   1999,  an increase of 12% from  $1,493  million in the first  quarter of 1998
   (with  little  effect from foreign  exchange).  Sales  increased  12% for Air
   Conditioning  Products,  16%  for  Plumbing  Products  and 7% for  Automotive
   Products,  while sales for Medical Systems were essentially at the same level
   as the first quarter of 1998.

         Segment  income was $145  million  for the first  quarter  of 1999,  an
   increase of 12% from $130  million in the first  quarter of 1998 (with little
   effect  from  foreign   exchange).   Segment  income  increased  4%  for  Air
   Conditioning  Products  and 79% for  Plumbing  Products,  but declined 7% for
   Automotive  Products.  Medical Systems' segment loss was at the same level as
   in the first quarter of 1998.

         Sales of Air Conditioning  Products  increased 12% (with little overall
   effect from foreign  exchange) to $942 million for the first  quarter of 1999
   from $838 million for the first quarter of 1998.  Worldwide  Applied  Systems
   sales increased 16% (15% excluding  foreign  exchange  effects) due to strong
   performance in the U.S.  commercial  equipment business and sales and service
   operations,  partly  offset by a small decline in the  international  applied
   business,  primarily  in Asia.  U.S.  sales of  commercial  applied  products
   increased 24% because of higher volumes, reflecting continued strength in the
   U.S.  commercial applied business and the adverse effect in the first quarter
   of 1998 of a  four-week  strike  at the  Lexington,  Kentucky,  air  handling
   facility.  Worldwide Unitary Systems sales increased 8% primarily from higher
   volumes in U.S.  residential and commercial  operations.  U.S.  unitary sales
   increased  9%  reflecting  continued  strength  in the  U.S.  commercial  and
   residential  unitary  markets.  International  unitary sales increased 4% (2%
   excluding  foreign  exchange  effects)  principally  as a  result  of  volume
   improvements  in Europe,  partly  offset by declines in Latin America and the
   Middle East.

         Segment income of Air Conditioning  Products  increased 4% (with little
   effect from  foreign  exchange)  to $76 million in the first  quarter of 1999
   from $73  million in the first  quarter of 1998.  Worldwide  Applied  Systems
   benefited from improved  volume in the U.S.,  which was offset by weakness in
   international markets.  Worldwide Unitary Systems posted strong growth in the
   U.S.  from  both  volume  and  margin  improvement  despite  the  effect of a
   three-week  strike  at the  Clarksville  commercial  facility.  International
   unitary  results  declined  due to weakness in Latin  America and Middle East
   markets.

         Sales of  Plumbing  Products  increased  16% (with  little  effect from
   foreign  exchange)  to $415 million in the first  quarter of 1999,  from $358
   million  in the first  quarter of 1998 as a result of gains in Europe and the
   Americas.  The European increase included $54 million of sales as a result of
   the Armitage/Dolomite acquisition on February 2, 1999 (see Note 2 of Notes to
   Financial  Statements),  partly offset by a reduction of $16 million of sales
   related to the  divestiture of Porcher  distribution in the fourth quarter of
   1998.  Sales in the Americas  increased 11% (17% excluding  foreign  exchange
   effects)  due to  strong  growth  in the U.S.  and  gains  in  Latin  America
   (excluding foreign exchange).  U.S. operations achieved an 18% sales increase
   on higher volume, primarily through expanding major retailers.
<PAGE>

         Segment  income of Plumbing  Products  increased 79% to $34 million for
   the first  quarter of 1999 from $19 million for the 1998 first  quarter.  The
   increase was principally  attributable to benefits from the  restructuring of
   European  operations to a low-cost  sourcing program,  the  Armitage/Dolomite
   acquisition and substantial volume improvements in the Americas.

         Sales of  Automotive  Products for the first  quarter of 1999 were $292
   million,  an increase of 7% (6% excluding  the  favorable  effects of foreign
   exchange)  from $272  million  in the first  quarter of 1998.  This  increase
   resulted  primarily  from  higher  volume,  as unit  volume  of truck and bus
   production in Western Europe  increased 4% over the first quarter of 1998. In
   addition,  sales  increased  because of higher product content per vehicle on
   new model introductions launched in 1998 and increased shipments of anti-lock
   braking  systems (ABS) to the Company's U.S.  braking  systems joint venture.
   Increased  sales in the U.S.  in the  first  quarter  of 1999  reflected  the
   continued phase-in of regulations  requiring ABS on all new heavy-duty trucks
   and trailers.  These gains were partly offset by a sharp decline in Brazilian
   sales.

         Segment  income for  Automotive  Products for the first quarter of 1999
   decreased  $3 million  (with  little  effect from  foreign  exchange)  to $39
   million from $42 million in the first  quarter of 1998.  This  reflected  the
   weak  economy in Brazil and  increased  product  development  spending in the
   European operations.

         Medical Systems sales were $26 million in the quarter,  essentially the
   same as the prior  year  first  quarter,  reflecting  increased  sales of new
   diagnostic   products   offset  by  the  expected  sales  declines  of  older
   radioimmunoassay  products.  The  segment  loss of $4 million was at the same
   level as the  first  quarter  of 1998.  Development  costs of new  diagnostic
   products  continues  at a high level and efforts  continue to obtain U.S. and
   European regulatory approvals of new diagnostic products and tests.

         Equity in net income of unconsolidated  joint ventures  increased to $8
   million in the first  quarter  of 1999 from $6  million  in the  year-earlier
   quarter,  reflecting the continued strong growth of Automotive Products' U.S.
   braking systems joint venture.


   Other Summary Income Data Items

         Interest  expense  decreased  $5 million  in the first  quarter of 1999
   compared  to  the  year-earlier  quarter  principally  due to  lower  average
   interest  rates  achieved  through  1998 debt  refinancings,  which more than
   offset  the  effect  of   increased   debt  arising   principally   from  the
   Armitage/Dolomite  acquisition.  Corporate  and other  expenses  in the first
   quarter of 1999 were $27  million,  $3 million  higher than in the prior year
   first  quarter  mainly due to  increased  minority  interest in net income of
   consolidated joint ventures and higher corporate spending.

         The income tax provision for the first quarter of 1999 was $33 million,
   or 41.5% of pretax income, compared with a provision of $25 million, or 40.5%
   of pretax income in the first quarter of 1998.

<PAGE>

   Liquidity and Capital Resources

     Net cash used by  operating  activities,  after cash  interest  paid of $47
million,  was $58 million for the first quarter of 1999,  compared with net cash
provided of $44 million for the same period of 1998.  The $102 million  decrease
resulted  primarily from unfavorable  changes in working capital items primarily
related to growth of the business. Accounts receivable and inventories increased
in the first quarter of both years,  reflecting the normal seasonal pattern. The
receivables  increase was larger in 1999 primarily  because of increased  sales.
The inventory  increase was  approximately the same as in 1998. The Company made
capital expenditures of $53 million for the first quarter of 1999, including $19
million  of  investments  in  affiliated  companies  and other  businesses  (but
excluding the Armitage/Dolomite  acquisition) compared with capital expenditures
of  $58  million  in the  first  quarter  of  1998,  including  $10  million  of
investments in affiliated companies.

     In January 1997 the Company  entered into the 1997 Credit  Agreement.  This
agreement,  which requires no repayment of principal  prior to its expiration in
2002,  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"),  which by their nature are short-term,  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 and certain other  American  Standard  Inc. debt  instruments  contain
restrictive  covenants and other requirements with which the Company believes it
is currently in compliance.

     As of December  22,  1998,  the Company  completed an amendment to its 1997
Credit Agreement.  The amendment  principally permits American Standard to issue
up to an  additional  $500 million  principal  amount of senior or  subordinated
unsecured debt securities, and lowers the interest coverage ratios and increases
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.

     On February 2, 1999,  the Company  acquired the Bathrooms  Division of Blue
Circle   Industries  PLC   (Armitage/Dolomite),   a   manufacturer   of  ceramic
sanitaryware,  brassware and integrated plumbing systems, for approximately $430
million,  including fees and expenses and net of cash acquired,  with borrowings
under the Company's 1997 Credit Agreement.  Armitage/Dolomite  had 1998 sales of
approximately $290 million and assets at December 31, 1998 of approximately $250
million.  The acquired business has 3 major facilities and 9 smaller facilities,
located 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.  The Company  plans to integrate  Armitage/Dolomite  into  existing
European  operations by the end of 1999. This process may result in action being
taken which could result in additional costs or increase the amount of goodwill.
This  acquisition  is being  accounted for as a purchase.  The Company is in the
process of valuing the assets acquired and  liabilities  assumed for purposes of
allocating the purchase price.  Although the evaluation  process is not expected
to be  completed  until the end of 1999,  the  Company's  preliminary  estimates
indicate that goodwill of approximately $250 million will be recorded. Temporary
refinancing of $60 million of the indebtedness  incurred to fund the acquisition
was obtained  pursuant to a short-term  Credit Agreement dated as of February 2,
1999 between  American  Standard  Companies  Inc.,  American  Standard  Inc. and
Goldman Sachs Credit Partners L.P. (the "Temporary Facility").  The indebtedness
under the Temporary Facility is
<PAGE>

senior  unsecured debt of American  Standard Inc., and is guaranteed by American
Standard  Companies  Inc.  Interest  accrued  on the amount  borrowed  under the
Temporary  Facility  at the rate of 7-3/8% per annum until March 22, 1999 and at
increased  rates  thereafter,  currently  7.925%.  It is  anticipated  that  the
outstanding  principal  amount under the Temporary  Facility will be repaid with
proceeds from the sale of debt securities to be offered to the public  following
the effectiveness of the shelf registration statement described above.

     At March 31, 1999, the Company had borrowings of $1,087 million outstanding
under the  Revolving  Facilities.  There was $210  million  available  under the
Revolving  Facilities  after  reduction  for  borrowings  and for $78 million of
letters of credit usage.  The  Company's  foreign  subsidiaries  had $87 million
available at March 31, 1999, under overdraft facilities that can be withdrawn by
the  banks  at any  time.  The  Company  also  had  $60  million  of  borrowings
outstanding under the Temporary Facility as described above.

     On May 4, 1999,  the Securities and Exchange  Commission  ("SEC")  declared
effective a shelf  registration  statement  jointly  filed by American  Standard
Companies Inc. and its wholly-owned  subsidiary  American Standard Inc. covering
$1 billion of senior debt securities (the "1998 Shelf  Registration").  The debt
securities  to be sold  under  the 1998  Shelf  Registration  will be  issued by
American  Standard  Inc. and  unconditionally  guaranteed  by American  Standard
Companies Inc. The Company intends to use the net proceeds from the sale of such
debt securities for general corporate purposes,  which may include the repayment
of outstanding  debt,  including debt incurred to finance the acquisition of the
Bathrooms  Division  of Blue  Circle  Industries  PLC,  as  well as for  certain
investments, acquisitions, additions to working capital or capital expenditures.

     The Company  plans to offer and sell up to $500  million of senior notes in
May 1999 under the 1998 Shelf Registration. Pending completion of that offering,
temporary financing of up to $150 million, at the same interest rates applicable
under the Temporary  Facility  described  above,  has been obtained from Goldman
Sachs Credit  Partners  L.P. to pay principal and interest at maturity on the 10
7/8% senior notes due May 15, 1999. To the exent  borrowings are made under this
temporary financing, they will be repaid from the proceeds of the sale of senior
notes under the 1998 Shelf Registration.

     On May 6, 1999, the Company  announced that it had engaged  Goldman Sachs &
Co. and Vector  Securities  International,  Inc. as  advisors  to  evaluate  the
potential and prospects for the Company's Medical Systems business and to review
and make  recommendations  to the Company's  Board of Directors  concerning  its
strategic options.

     As described in Note 7 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, there
are pending German Tax issues for the years 1984 through 1990. There has been no
change in the status of these issues since that report was filed.


   Year 2000 Readiness Disclosure

     The following is a Year 2000  Readiness  Disclosure in accordance  with the
Year 2000 Information and Readiness Disclosure Act.

     Year 2000 compliance plan. The Company has established a comprehensive Year
2000  initiative,  having  appointed teams  responsible for all of its locations
worldwide,  coordinated by team leaders reporting directly to the business group
leaders, and in some cases employing  third-party experts. The Vice President of
Information Technology, who reports directly to the Chairman and Chief Executive
Officer, heads the project.  Progress reports are made periodically to the Audit
Committee of the Board of Directors. The teams are responsible for assuring that
all core business systems and transactions
<PAGE>

   with customers,  suppliers,  financial  institutions  and other third parties
   will be Year 2000 ready.  Additionally,  a  consultant  has been  retained at
   corporate  headquarters to provide  overall  guidance and assistance with the
   compliance  plan.  Consultants  have also been employed at various  operating
   locations  to augment  the efforts of the local Year 2000 teams or to provide
   expertise  in certain  areas.  In general,  a  coordinated  approach has been
   undertaken by the Company's Year 2000 teams worldwide,  with "best practices"
   shared among teams. The principal phases of the initiative include:

                 Inventory -  identification  of all  technology  and  systems,
                 including  imbedded  technology  in  manufacturing  and  other
                 operating  and control  systems  that could be affected by the
                 Year 2000 issue. This phase is essentially complete.

                 Assessment - testing and  evaluating  whether  remediation  is
                 necessary and  prioritizing  tasks based on whether the system
                 is  evaluated  as  "critical",  the size of the system and the
                 perceived  risk.  This  phase is ongoing  but was  essentially
                 complete by the end of the first quarter of 1999.

                 Remediation and Testing - Remediation includes the replacement
                 or  modification of  non-compliant  technology with technology
                 that is Year 2000 compliant.  All new or modified  systems are
                 expected  to be  tested in a Year  2000  environment  from the
                 beginning of the transaction process to the end. Completion is
                 expected by mid-1999 for all core systems.  Existing  non-core
                 systems will be modified and tested, or contingency plans will
                 be put in place to  minimize or  eliminate  the effect of Year
                 2000 problems.  Completion of non-core  systems is expected in
                 the third and fourth quarters of 1999.

                 Contingency  planning - development  of  contingency  plans in
                 situations  where there is  substantial  risk that  compliance
                 will  not  be  achieved  at  any  Company  location  or by any
                 critical supplier in time to avoid Year 2000 problems.
                 Contingency plans are expected to be in place by mid-1999.

                 Third party  relationships  -  communicating  and working with
                 suppliers,  customers  and other third  parties  with whom the
                 Company  does  business  to  minimize  the  potential  adverse
                 effects of Year 2000  problems.  This includes  evaluating new
                 and  previously  sold  products  that  incorporate   equipment
                 controls with imbedded  technology to identify and resolve any
                 problems that  customers  may have with Company  products as a
                 result of the arrival of the year 2000.

         State of readiness.  Management believes that substantial  progress has
   been made towards the objective of having all core business systems Year 2000
   compliant.  The project's  phases are in varying  degrees of  completion.  We
   define substantial progress as the fact that at March 31, 1999, approximately
   85% of the Company's Year 2000 plan has been  completed.  When situations are
   identified where there is substantial  risk that any important  objectives of
   the project will not be met, the Company has  dedicated  and will continue to
   dedicate additional resources.
<PAGE>

         For several years the Company has been converting most of its mainframe
   computer  applications and systems worldwide to client server technology and,
   in  conjunction  therewith,  has been  installing  software that is Year 2000
   compliant.  For all systems other than mainframe,  software that is Year 2000
   compliant is also being installed,  including desktop  applications.  Most of
   these   initiatives   were   undertaken   irrespective   of  any  Year   2000
   considerations  and,  except for a few instances,  implementation  would have
   been completed  before the year 2000.  Substantial  progress has been made on
   these  installations and many of the individual projects have been completed.
   Completion  of most others is expected by mid-1999.  For those  installations
   not expected to be completed until the year 2000, revisions are being made to
   existing systems to ensure readiness.

         Third-party  relationships.  The Company has  initiated  communications
   with suppliers, customers and other third parties to identify and assess Year
   2000 risks and to develop  solutions that will minimize any adverse impact on
   the Company.  Over 75%, in number, of the Company's suppliers have responded,
   and the  Company  expects to  resolve  timely any  identified  problems  with
   critical or  non-responding  suppliers or to develop  contingency plans where
   possible.  The Company's  manufacturing  facilities  are highly  dependent on
   public  utilities,  especially  electrical  power,  natural  gas,  water  and
   communications  companies.  There is a risk that  suppliers or others on whom
   the Company relies will not successfully address Year 2000 issues. Should one
   or more  critical  suppliers be unable to supply us with products or services
   at any of the Company's 120 manufacturing  locations,  and the Company or the
   supplier not have established  appropriate  contingency  plans,  such failure
   could result in the inability of the Company,  at that  location,  to deliver
   products on a timely basis and have a material  adverse effect on the results
   of operations at that location.

         The Company does not believe that it has  material  Year 2000  exposure
   with  respect  to  products  sold to  customers.  The only  Company  products
   containing  imbedded  electronic  systems  subject  to Year 2000  issues  are
   commercial air conditioning and medical  products.  The Company is evaluating
   imbedded  electronic  control  systems in products  sold to  customers of its
   commercial air conditioning  systems and medical products.  Computer controls
   for  commercial  air  conditioning  systems  and medical  products  are being
   checked and replaced where necessary. This process is expected to be complete
   by mid-1999.

         The Company is evaluating  delivery  commitments to customers,  product
   warranties and  representations  made with respect to Year 2000 compliance of
   its  products.  Management  believes that it is  adequately  addressing  such
   issues and that, subject to the considerations described above, any potential
   material liability to third parties for Year 2000 failures in its products or
   inability to deliver products timely is remote.

         Risks and  contingency  plans.  Management  believes that the Company's
   most  reasonably  likely worst case  scenario is some  short-term,  localized
   disruptions  of systems,  manufacturing  operations,  facilities or suppliers
   that will affect  individual  business  operations,  rather than broad-based,
   systemic,  or long-term  problems  affecting  operating segments or groups of
   operations.  The most significant uncertainties relate to critical suppliers,
   particularly   electrical  power,  water,   natural  gas  and  communications
   companies,  and  suppliers  of parts  and  materials  that  are  vital to the
   continuity of operations.  Contingency  plans are being formulated and put in
   place,  where possible,  for all critical  suppliers.  These measures include
   finding  alternative  sources of supply and purchasing safety stocks of parts
   and  materials  if failure of a supplier is expected,  and forming  emergency
   response  teams at each  operating  location to deal with any problems  which
   develop.

         Costs.  The Company's  estimated  cost to become Year 2000 compliant is
   approximately $22 million. Of this, approximately $15 million are costs being
   charged to expense as incurred,  including  internal  and  external  labor to
   repair or modify  existing  software,  and costs of  consultants  employed at
   various  locations to assist with  implementation  of the Company's plan. The
   balance of estimated costs represent  replacement hardware and software to be
   capitalized.  Through  March 31,  1999,  approximately  $12  million had been
   expended,  of which $8 million had been  charged to expense.  These costs are
<PAGE>

   generally not  incremental to existing  information  technology  budgets,  as
   existing  internal  resources  were  redeployed  and the costs of consultants
   employed  are  less  than  10%  of  total  Year  2000  costs.  The  costs  of
   implementing  client server  technology and other  software  changes made for
   reasons  other  than the Year 2000 and  which  were not  accelerated  are not
   included  in  these  estimates.   There  were  no  significant  deferrals  of
   information  technology  projects  because of the Company's  response to Year
   2000 issues.  Information  technology planning has incorporated client server
   and Year 2000  initiatives for several years and,  therefore,  there has been
   little effect on the Company's  operations because of unexpected deferrals of
   projects important to growth or  competitiveness.  All costs are being funded
   from operating cash flows or other resources available to the Company.  Based
   upon  information  currently  available  and  current  estimates,  management
   believes that the Company's costs to become Year 2000 compliant will not have
   a material  adverse effect on the Company's  financial  position,  results of
   operations or cash flows in future periods.  Total costs,  anticipated impact
   and the  expected  dates to complete  the  various  phases of the project are
   based on management's  best estimates using information  currently  available
   and certain  assumptions  about future events.  However,  no assurance can be
   given  that  actual  results  will be  consistent  with such  estimates  and,
   therefore, actual costs, impacts and completion dates could differ materially
   from those plans. See "Disclosure Regarding Forward Looking Statements".

   -----------------------

   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 1998 Annual Report
   on Form 10-K and in the "Management's Discussion and Analysis" section of the
   Company's 1998 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.

         For a discussion of the Company's  shelf  registration  statement filed
   jointly by American Standard Companies Inc. and its wholly-owned  subsidiary,
   American  Standard Inc.  covering $1 billion of senior debt  securities,  see
   "Management's  Discussion and Analysis of Financial  Condition and Results of
   Operations  --  Liquidity  and  Capital   Resources"  in  Part  I,  which  is
   incorporated herein by reference.

   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.

               (i) The Company filed a Current  Report on Form 8-K dated 
                   February 12, 1999, that described:

                    1. The acquisition of the Bathrooms  Division of Blue Circle
                    Industries PLC.

                    2. The  short-term  credit  agreement  entered  into between
                    American Standard Companies Inc., American Standard Inc. and
                    Goldman  Sachs  Credit   Partners  L.P.  for  the  temporary
                    refinancing  of $60  million  of the  purchase  price of the
                    Bathrooms Division of Blue Circle Industries PLC.

                    3. The  announcement of the Company's  earnings for the year
                    ended December 31, 1998.

<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 13, 1999

<PAGE>

                        AMERICAN STANDARD COMPANIES INC.

                                INDEX TO EXHIBITS



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



                Exhibit No.                Description
                   (27)                    Financial Data Schedule