Exhibit (4)(i)

                                    SIXTH  AMENDMENT  (this  "Sixth  Amendment")
                  dated as of  September  25, 2000 to the  Amended and  Restated
                  Credit Agreement dated as of January 31, 1997 (as amended, the
                  "Credit  Agreement";  capitalized terms used and not otherwise
                  defined herein shall have the meanings assigned to them in the
                  Credit Agreement,  as amended hereby), among American Standard
                  Companies Inc.  ("Holding");  American  Standard Inc. ("ASI");
                  the  Subsidiaries  of ASI listed in  Schedule  I thereto  (the
                  "Subsidiary   Borrowers"   and,   together   with   ASI,   the
                  "Borrowers");  the financial  institutions  party thereto (the
                  "Lenders");  The Chase Manhattan Bank, as administrative agent
                  for  the  Lenders  (in  such  capacity,   the  "Administrative
                  Agent");   Citibank,   N.A.,  as   Documentation   Agent  (the
                  "Documentation  Agent");  and  The  Bank of  Nova  Scotia  and
                  Nationsbank,    N.A.,    as    Co-Syndication    Agents   (the
                  "Co-Syndication  Agents" and,  together with the Documentation
                  Agent and the Administrative Agent, the "Agents").


                  ASI, Holding and the Subsidiary  Borrowers have requested that
the Required Lenders (i) consent to the sale by ASI of its Mexican-based Calorex
water  heating  business,  (ii)  consent to the sale by ASI of its  German-based
Perrot disc drum brake  business,  (iii) amend Section  3.04(a)(C) of the Credit
Agreement,  (iv) amend Section 6.05(b) of the Credit Agreement and (v) amend the
definition of "Guaranteed Swap Obligations" contained in the Domestic Guarantee.
The  undersigned  Lenders and the Agents are willing to grant such  consents and
agree to such  amendments on the terms and subject to the  conditions  set forth
herein. Accordingly, the parties hereto agree as follows:


ARTICLE I.  DEFINITIONS

                  For  purposes of this Sixth  Amendment,  the  following  terms
shall have the meanings set forth below:

                  "Calorex Water Heating  Business Sale" shall mean the sale, as
         defined in the letter dated  September 7, 2000 from Thomas S. Battaglia
         to each of the  Lenders,  to one or more  third  parties in one or more
         transactions  approved by ASI's Board of Directors of, whether by means
         of the sale of capital stock or assets,  or both,  ASI's  Mexican-based
         Calorex Water Heating Business.

                  "Disc-Drum  Brake  Business  Sale"  shall  mean the  sale,  as
         defined in the letter dated  September 7, 2000 from Thomas S. Battaglia
         to each of the  Lenders,  to one or more  third  parties in one or more
         transactions  approved by ASI's Board of Directors of, whether by means
         of the sale of capital  stock or assets,  or both,  ASI's  German-based
         Disc-Drum Brake Business.


ARTICLE II.       AMENDMENTS TO CREDIT AGREEMENT

                  SECTION  2.01.   Amendment  of  Section  3.04(a)(C).   Section
3.04(a)(C) of the Credit  Agreement is hereby amended to read in its entirety as
follows:

                  "(C) to finance the  repurchase by Holding (y) in an aggregate
         amount not to exceed $308,000,000 of shares of its common stock and (z)
         in an additional  aggregate amount not to exceed $400,000,000 of shares
         of its common stock;  provided that the aggregate amount of repurchases
         by Holding pursuant to clause (z) shall not exceed $100,000,000 in each
         consecutive 12-month period commencing on July 9, 1998."

                  SECTION  2.02.  Amendment  to  Section  6.05(b)  of the Credit
Agreement.  Section 6.05(b) of the Credit Agreement is hereby amended to read in
its entirety as follows:

                  "(b)   Investments  in  receivables   owing  to  ASI  and  its
         Subsidiaries  and payable or dischargeable in accordance with customary
         trade terms, and Investments in the Unified  Receivables  Company in an
         aggregate amount not to exceed (i) $20,000,000 and for each fiscal year
         beginning January 1, 1998 through December 31, 2000, an amount equal to
         110% of the amount available in the immediately preceding year and (ii)
         $50,000,000  for each  fiscal  year  beginning  on or after  January 1,
         2001;".

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ARTICLE III.      CONSENT TO CALOREX WATER HEATING BUSINESS SALE AND DISC-DRUM
                  BRAKE BUSINESS SALE

                  Pursuant to Section  6.02(a)(ii)(1)  of the Credit  Agreement,
the  undersigned  Lenders hereby  consent to the Calorex Water Heating  Business
Sale and the Disc-Drum Brake Business Sale,  provided that each of such sales is
conducted in compliance  with clauses (2) through (5) of Section  6.02(a)(ii) of
the Credit Agreement.


ARTICLE IV.       AMENDMENT TO DOMESTIC GUARANTEE

                  SECTION 4.01. Amendment of Certain Definition contained in the
Domestic Guarantee. The definition of "Guaranteed Swap Obligations" contained in
the Domestic Guarantee is hereby amended to read as follows:

                  ""Guaranteed  Swap  Obligations"  shall  mean the  obligations
         under (i)  existing  interest  rate and  currency  exchange  agreements
         entered  into by any of the  Borrowers  or  Guarantors  or any of their
         respective Subsidiaries (the "Obligors") with any financial institution
         which is a "Lender" under the 1993 Credit  Agreement and (ii) any other
         (x) interest rate and currency exchange agreement  substantially in the
         form of the Interest Rate and Currency Exchange  Agreement as published
         by the  International  Swap Dealers'  Association  Inc.,  (y) commodity
         purchase or option agreements  entered into in order to manage existing
         or  anticipated  commodity  price  risks  and  (z)  credit  derivatives
         (including any other credit risk protection  arrangements) entered into
         to hedge  against  changes in market  prices of ASI's debt  obligations
         and,  in the case of  clauses  (x),  (y) and (z),  not for  speculative
         purposes  by any  Obligor  with any  financial  institution  which is a
         "Lender"  (as the term is used  above) both as of the date on which the
         Swap  Agreement  is entered into and as of the date on which any action
         is taken pursuant to this Guarantee  ("Swap  Provider") (the agreements
         referred to in (i) and (ii) being together "Swap Agreements").


ARTICLE V.    REPRESENTATIONS AND WARRANTIES

                  Each of Holding, ASI and the other Borrowers hereby represents
and warrants (but, in the case of  representations  and  warranties  relating to
Credit Parties and their  Subsidiaries,  only as to itself and its Subsidiaries,
it being understood that Holding and ASI make all representations and warranties
as to all  parties)  to each  Lender  and the  Administrative  Agent  that  this
Amendment (a) has been duly authorized,  executed and delivered by Holding,  ASI
and each other  Borrower or Credit Party and  constitutes  the legal,  valid and
binding obligation of each such person enforceable against it in accordance with
its  terms,   except  as  enforcement  thereof  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  and  other  similar  laws
affecting  the  enforceability  of  creditors'  rights  generally and by general
principles of equity,  and (b) will not conflict in any respect  material to the
rights or  interests  of the Lenders  with or result in any breach of any of the
terms,  covenants,  conditions or provisions  of, or constitute  (with notice or
lapse of time or both) a default under,  or result in a required  prepayment of,
or (other than as  permitted  by the Credit  Agreement  as amended  hereby or as
contemplated by the Security  Documents) result in the creation or imposition of
(or the  obligation to create or impose) any Lien upon any of the  properties or
assets of any Credit Party or any of its Subsidiaries  pursuant to the terms of,
any indenture,  mortgage,  deed of trust, agreement or other instrument to which
any Credit Party is a party or by which it may be subject.


ARTICLE VI.   EFFECTIVENESS

                  The  consents  provided  for in  Article  III  hereof  and the
amendments  provided for in Articles II and IV hereof shall become  effective on
the date (the  "Effective  Date") on which the  following  conditions  precedent
shall have been satisfied:

                  (a)  the signature lines at the foot of this Amendment shall
                       have been executed by the Required Lenders;

                  (b) the Administrative Agent shall have received, on behalf of
         the Lenders, an Officer's Certificate of ASI, dated the Effective Date,
         confirming  compliance  with  the  conditions  precedent  set  forth in
         paragraphs (b) and (c) of Section 4.01 of the Credit Agreement  insofar
         as such conditions precedent relate to ASI and its subsidiaries; and


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                  (c) all legal matters incidental to this Sixth Amendment shall
         be satisfactory to the  Administrative  Agent and to Cravath,  Swaine &
         Moore, counsel for the Administrative Agent.

ARTICLE VII.   MISCELLANEOUS

                  SECTION 7.01 Credit Agreement.  Except as specifically  stated
herein,  the  Credit  Agreement  shall  continue  in full  force  and  effect in
accordance with the provisions thereof. As used therein,  the terms "Agreement",
"herein",  "hereunder",  "hereto",  "hereof" and words of similar  import shall,
unless the context otherwise requires, refer to the Credit Agreement as modified
hereby.

                  SECTION 7.02.  APPLICABLE LAW.  THIS SIXTH AMENDMENT SHALL BE
                                 ---------------
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK.

                  SECTION  7.03.   Expenses.   ASI  shall  pay  all   reasonable
out-of-pocket  expenses incurred by the Administrative  Agent in connection with
the preparation,  negotiation, execution, delivery and enforcement of this Sixth
Amendment,  including,  but not limited  to, the  reasonable  fees,  charges and
disbursements of Cravath,  Swaine & Moore, counsel for the Administrative Agent.
The agreement set forth in this Section 7.03 shall  survive the  termination  of
the Credit Agreement.

                  SECTION  7.04.  Counterparts.  This  Sixth  Amendment  may  be
executed  in any  number of  counterparts,  each of which  shall  constitute  an
original  but  all of  which  when  taken  together  shall  constitute  but  one
agreement. Delivery of an executed counterpart of a signature page of this Sixth
Amendment  by telecopy  shall be  effective  as delivery of a manually  executed
counterpart of this Sixth Amendment.

                  IN WITNESS WHEREOF,  the parties hereto have caused this Sixth
Amendment to be duly executed by their duly authorized  officers,  all as of the
date first above written.