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 June 30, 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
               July 31, 2000                                 69,887,008 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          Six Months Ended
                                                            June 30,                   June 30,
                                                            --------                   --------
<S>                                                    <C>         <C>        <C>        <C>
                                                          2000        1999        2000       1999
                                                        ------      ------      ------     ------
SALES                                                   $2,046      $1,911      $3,868     $3,559
                                                        ------      ------      ------     ------

COST AND EXPENSES
  Cost of sales                                          1,503       1,412       2,883      2,650
  Selling and administrative expenses                      316         294         612        576
  Other (income) expense                                    (1)         (1)         (4)        (4)
  Interest expense                                          49          47          98         93
                                                        ------      ------      ------     ------
                                                         1,867       1,752       3,589      3,315
                                                        ------      ------      ------     ------
INCOME FROM CONTINUING OPERATIONS
    BEFORE INCOME TAXES                                    179         159         279        244
Income taxes                                                71          66         111        101
                                                        ------      ------      ------     ------

INCOME FROM CONTINUING OPERATIONS                          108          93         168        143
Loss from discontinued operations, net of tax                -          (3)          -         (6)
                                                        ------      ------      ------     ------

NET INCOME                                              $  108      $   90      $  168     $  137
                                                        ======      ======      ======     ======

PER COMMON SHARE
    Basic:   Income from continuing operations           $1.54      $ 1.32       $2.38     $ 2.03
             Loss from discontinued operations               -        (.05)          -       (.08)
                                                        ------      ------      ------     ------
             Net income                                 $ 1.54      $ 1.28       $2.38     $ 1.95
                                                        ======      ======      ======     ======

    Diluted: Income from continuing operations          $ 1.48      $ 1.28       $2.31     $ 1.97
             Loss from discontinued operations               -        (.05)          -       (.08)
                                                        ------      ------      ------     ------
             Net income                                 $ 1.48      $ 1.23       $2.31     $ 1.89
                                                        ======      ======      ======     ======

Average common shares outstanding
    Basic                                            70,263,450  70,463,006  70,644,465 70,342,896
    Diluted                                          72,761,173  73,139,151  72,780,990 72,415,699

<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>
                                                    June 30,      December 31,
                                                      2000           1999
                                                  ----------      -----------
<S>                                              <C>             <C>
CURRENT ASSETS
Cash and cash equivalents                            $   92        $  61
Accounts receivable                                   1,147          986
Inventories
  Finished products                                     371          286
  Products in process                                   121           99
  Raw materials                                         120          120
                                                      -----        -----
                                                        612          505
Net assets of discontinued operations
  held for sale                                          52           51
Other current assets                                    126          123
                                                      -----        -----
TOTAL CURRENT ASSETS                                  2,029        1,726

FACILITIES, less accumulated depreciation:
  June 2000 - $593; Dec. 1999 - $571                  1,387        1,414
GOODWILL                                                945          991
OTHER ASSETS                                            627          555
                                                      -----        -----
TOTAL ASSETS                                         $4,988       $4,686
                                                     ======       ======

CURRENT LIABILITIES
Loans payable to banks                                 $ 88        $ 737
Current maturities of long-term debt                     14           19
Accounts payable                                        673          578
Accrued payrolls                                        233          225
Other accrued liabilities                               853          728
                                                      -----        -----
TOTAL CURRENT LIABILITIES                             1,861        2,287

LONG-TERM DEBT                                        2,622        1,887
RESERVE FOR POSTRETIREMENT BENEFITS                     415          436
OTHER LIABILITIES                                       537          572
                                                      -----        -----
TOTAL LIABILITIES                                     5,435        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; 69,859,376
  shares issued and outstanding
  in 2000; 70,742,538 in 1999                             1            1
Capital surplus and other                               588          595
Treasury stock                                         (409)        (363)
Accumulated deficit                                    (385)        (553)
Foreign currency translation effects                   (242)        (176)
                                                      -----        -----

TOTAL STOCKHOLDERS' DEFICIT                            (447)        (496)
                                                      -----        -----
                                                     $4,988       $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>

                                                          Six months ended
                                                               June 30,
                                                          ----------------
                                                          2000       1999
                                                          ----       ----
<S>                                                     <C>        <C>
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:
    Net income                                            $168       $137
    Adjustments to reconcile net income
        to net cash used by operations:
    Loss from discontinued operations                        -          6
    Depreciation and amortization                          108        101
    Other non-cash items                                     4          4
    Changes in assets and liabilities:
        Accounts receivable                               (177)      (184)
        Inventories                                       (107)       (45)
        Accounts payable and other accruals                 99         31
        Other assets and liabilities                        38        (16)
                                                          ----       ----
    Net cash provided by continuing activities             133         34
    Net cash used by discontinued operations               (10)       (20)
                                                          ----       ----
    Net cash provided by operating activities              123         14

  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment              (86)       (77)
    Investments in affiliated companies
        and other businesses                               (27)       (26)
    Investment in computer software                        (31)       (34)
    Acquisition of Armitage/Dolomite,
        net of cash acquired                                 -       (427)
    Other                                                    7          7
                                                          ----       ----
    Net cash used by investing activities                 (137)      (557)
                                                          ----       ----

  FINANCING ACTIVITIES:
    Proceeds from issuance of long-term debt                 -        460
    Repayments of long-term debt                           (46)      (171)
    Net change in credit facility                          171        220
    Net change in other short-term debt                      6         16
    Purchases of treasury stock                            (94)        (2)
    Other                                                    9          1
                                                          ----       ----
  Net cash provided by financing activities                 46        524
                                                          ----       ----

Effect of exchange rate changes on cash and
    cash equivalents                                        (1)         1
                                                          ----       ----
Net increase (decrease) in cash and
      cash equivalents                                      31        (18)
Cash and cash equivalents at beginning
      of period                                             61         63
                                                          ----       ----
Cash and cash equivalents at end of period                $ 92       $ 45
                                                          ====       ====
<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 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 third 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 since 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 six  months  ended  June 30,  2000
(dollars in millions):
<TABLE>
<CAPTION>

                                               Paid in
                                Balance       first six       Balance
                                Dec. 31,      months of       June 30,
                                  1999           2000          2000
                                 ------        ------         -------
<S>                            <C>            <C>            <C>
 Termination and other
    employee costs               $ 24.2         $ 5.9          $ 18.3
 Facilities write-downs             1.3            .9              .4
 Other                              3.1            .1             3.0
                                 ------        ------         -------
                                 $ 28.6        $  6.9          $ 21.7
                                 ======        ======         =======

<FN>
The Company expects that essentially all of the $21.7 million balance as of June
30,  2000 will be  utilized  by the end of 2000.  Of the 2,260  employees  being
terminated, 1,405 had been terminated as of June 30, 2000.
</FN>
</TABLE>


Note 3.  Comprehensive Income

Total  comprehensive  income,  consisting  of net  income and  foreign  currency
translation  effects,  for the three months ended June 30, 2000 and 1999 was $65
million and $127  million,  respectively,  and for the six months ended June 30,
2000 and 1999 was $102 million and $192 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 June 30, 2000 and 1999
included 2,497,723 and 2,676,145 average incremental shares,  respectively,  for
the assumed  exercise of stock options and vesting of  restricted  stock awards.
The  six-month  periods  ended June 30,  2000 and 1999  included  2,136,525  and
2,072,803 average incremental shares, respectively.


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 six months ended June 30, 2000 and 1999,  and balance  sheets as of June 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
Subsidiaries") 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 JUNE 30, 2000
                                   (Unaudited)

<CAPTION>

                                                Parent                  Other                   Consolidated
            (Dollars in millions)              Company       ASI     Subsidiaries  Eliminations    Total
                                               ------        ---     ------------  ------------  -----------
<S>                                          <C>           <C>      <C>          <C>            <C>
  Sales                                                     $1,306       $793       $(53)        $2,046
                                                             -----       ----       -----        ------

  Costs and expenses:
    Cost of sales                                              993        573         (63)        1,503
    Selling and administrative expenses                        189        140         (13)          316
    Other (income) expense                                     (33)         9          23            (1)
    Interest expense                                            43          6                        49
                                                             -----       ----       -----        ------

      Total expenses                                         1,192        728        (53)         1,867
                                                             -----       ----       -----        ------
  Income before income taxes and equity in
    net income of consolidated subsidiaries                    114         65           -           179
  Income taxes                                                  47         24           -            71
                                                             -----       ----       -----        ------
  Income before equity in net income of
    consolidated subsidiaries                                   67         41            -          108

  Equity in net income of consolidated             $108          -          -      $ (108)            -
                                                   ----      -----       ----       -----        ------
  subsidiaries

  Net income                                       $108     $   67    $    41      $ (108)       $  108
                                                   ====   =========   ========     =======       ======

</TABLE>


<PAGE>


Note 7. Supplemental Consolidating Condensed Financial Information (continued)
------------------------------------------------------------------
<TABLE>


                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (Unaudited)
<CAPTION>

                                               Parent                      Other                   Consolidated
            (Dollars in millions)              Company          ASI     Subsidiaries Eliminations     Total
                                               -------         ----     ------------  -----------  ------------
<S>                                           <C>             <C>      <C>           <C>          <C>
  Sales                                                        $2,393      $1,580      $(105)        $3,868
                                                               -------     -------      -----        ------

  Costs and expenses:
    Cost of sales                                               1,821       1,167       (105)         2,883
    Selling and administrative expenses                           344         281        (13)           612
    Other (income) expense                                          -         (17)        13             (4)
    Interest expense                                               84          14                        98
                                                              -------     -------      -----         ------
      Total expenses                                            2,249       1,445       (105)         3,589
                                                              -------     -------      -----         ------
  Income before income taxes and equity in
    net income of consolidated subsidiaries                       144         135          -            279
  Income taxes                                                     60          51          -            111
                                                              -------     -------      -----         ------
  Income before equity in net income of
    consolidated subsidiaries                                      84          84          -            168

  Equity in net income of consolidated             $168             -           -      $(168)             -
                                                   -----      -------     -------      -----         ------
  subsidiaries

  Net income                                       $168      $     84     $    84      $(168)         $ 168
                                                   =====     =========    =======      =====          =====
</TABLE>



<TABLE>

                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1999
                                   (Unaudited)
<CAPTION>

                                                 Parent                           Consolidated
                  (Dollars in millions)          Company     ASI    Eliminations     Total
                                                 -------   ------   ------------  ------------
<S>                                            <C>        <C>      <C>           <C>
  Sales                                                    $1,911                  $1,911
                                                           ------                  ------

  Costs and expenses:
    Cost of sales                                           1,412                   1,412
    Selling and administrative expenses                       294                     294
    Other income                                               (1)                     (1)
    Interest expense                                           47                      47
                                                           ------                  ------

      Total expenses                                        1,752                   1,752
                                                           ------                  ------
  Income from continuing operations
      before income taxes and equity
      in net income of consolidated                           159                     159
  subsidiaries

  Income taxes                                                 66                      66
                                                           ------                  ------
  Income from continuing operations
      before equity in net income of
      consolidated subsidiaries                                93                      93

  Loss from discontinued operations                            (3)                     (3)

  Equity in net income of subsidiaries                $90                 $ (90)        -
                                                      ---  ------        ------    ------
                                                                -

  Net income                                          $90  $   90         $ (90)   $   90
                                                      ==== ======        ======    ======
</TABLE>

<PAGE>


Note 7. Supplemental Consolidating Condensed Financial Information (continued)
------------------------------------------------------------------
<TABLE>


                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                   (Unaudited)
<CAPTION>

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

  Sales                                                 $3,559                   $3,559
                                                        -------                  ------

  Costs and expenses:
    Cost of sales                                        2,650                    2,650
    Selling and administrative expenses                    576                      576
    Other income                                            (4)                      (4)
    Interest expense                                        93                       93
                                                       -------                   ------

      Total expenses                                     3,315                    3,315
                                                       -------                   ------
  Income from continuing operations
    before income taxes and equity
    in net income of consolidated                          244                      244
  subsidiaries

  Income taxes                                             101                      101
                                                       -------                   ------
  Income from continuing operations
     before equity in net income of
     consolidated subsidiaries                             143                      143

  Loss from discontinued operations                         (6)                      (6)

  Equity in net income of subsidiaries           $137              $ (137)            -
                                                 ----  -------     ------        ------
                                                             -

  Net income                                     $137  $   137     $ (137)        $ 137
                                                 ====  =======    =======        ======
</TABLE>

<PAGE>


Note 7. Supplemental Consolidating Condensed Financial Information (continued)
------------------------------------------------------------------
<TABLE>
                     CONSOLIDATING CONDENSED BALANCE SHEETS
                               AS OF JUNE 30, 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                                      $  15       $  77                      $ 92
    Accounts receivable, net                                         542         605                     1,147
    Inventories                                                      218         394                       612
    Net assets of discontinued operations
          held for sale                                               52           -                        52
    Other current assets                                              71          68       $(13)           126
                                                                 -------     -------    -------        -------
      Total current assets                                           898       1,144        (13)         2,029
  Facilities, net                                                    477         910                     1,387
  Goodwill, net                                                      138         807                       945
  Investment in subsidiaries                             $ 7           -           -         (7)            -
  Other assets                                                       495         132                       627
                                                        -----    -------     -------    -------        -------
      Total assets                                      $  7      $2,008     $ 2,993    $   (20)       $ 4,988
                                                        =====    =======     =======    =======        =======
  LIABILITIES AND STOCKHOLDERS' (DEFICIT)
    EQUITY
  Current liabilities:
    Loans payable to banks                                                      $ 88                     $  88
    Current maturities of long-term debt                            $ 11           3                        14
    Other current liabilities                                        970         802      $ (13)       $ 1,759
                                                                 -------     -------    -------        -------
      Total current liabilities                                      981         893        (13)         1,861
  Long-term debt                                                   2,125         497                     2,622
  Reserve for postretirement benefits                                195         220                       415
  Intercompany accounts, net                            $454         379        (833)                        -
  Other long-term liabilities                                        312         225                       537
                                                       -----     -------     -------    -------        -------
      Total liabilities                                  454       3,992       1,002         13)         5,435
                                                       -----     -------     -------    -------        -------
      Total stockholders' (deficit) equity             ( 447)     (1,984)      1,991        (7)           (447)
                                                       -----     -------     -------    -------        -------
      Total liabilities and stockholders'               $  7      $2,008      $2,993      $ (20)       $ 4,988
        (deficit equity)                               =====     =======     =======     ======        =======
</TABLE>

<PAGE>


Note 7. Supplemental Consolidating Condensed Financial Information (continued)
------------------------------------------------------------------
<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            -
Other assets                                                   455        100                         555
                                                 ------     ------     ------        ------        ------

    Total assets                                  $(145)    $1,898     $2,788          $145        $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 accounts, net                        $ 351        431       (782)                         -
Other long-term liabilities                                    299        273                         572
                                                 ------     ------     ------                      ------
    Total liabilities                               351      3,844        987                       5,182
    Total stockholders' (deficit) equity           (496)    (1,946)     1,801          $145          (496)
                                                 ------     ------      -----        ------        ------
    Total liabilities and stockholders'
        (deficit) equity                          $(145)    $1,898     $2,788          $145        $4,686
                                                 ======    =======    =======        ======       =======
</TABLE>

<PAGE>
Note 7. Supplemental Consolidating Condensed Financial Information (continued)
------------------------------------------------------------------
<TABLE>

                 CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
                     FOR THE SIX MONTHS ENDED JUNE 30, 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                                            $168      $ 84         $ 84          $(168)        $ 168
     Adjustments to reconcile net income to net
     cash provided (used) by operations:

         Depreciation and amortization                        -        35            73                         108
         Other non-cash items                                           4             -                           4
         Equity in net income of subsidiaries              (168)                                  168             -
         Changes in assets and liabilities:
          Accounts receivable                                         (89)          (88)                       (177)
          Inventories                                                  25          (132)                       (107)
          Accounts payable and other accruals                 2       167           (69)           (1)           99
          Other assets and liabilities                        1      (114)          150             1            38
                                                         ------     -----         -----        ------        ------
   Net cash provided by continuing operations                 3       112            18             -           133
   Net cash used by discontinued operations                           (10)            -                         (10)
                                                         ------     -----         -----        ------        ------
   Net cash provided by operating activities                  3       102            18             -           123
                                                         ------     -----         -----        ------        ------
   Investing Activities:
       Purchase of property, plant and equipment                      (11)          (75)                        (86)
       Investments in affiliated companies and
         other businesses                                   (20)       20           (27)
                                                                                                                (27)
       Investments in computer software                               (19)          (12)                        (31)
       Other                                                           13           (6)                           7
                                                         ------     -----         -----        ------        ------
   Net cash used by investing activities                    (20)        3          (120)            -          (137)
                                                         ------     -----         -----        ------        ------
   Financing activities:
       Repayments of long-term debt                                   (43)           (3)                        (46)
       Net change in credit facility                                   43           128                         171
       Net change in other short-term debt                              -             6                           6
       Purchases of treasury stock                          (94)                      -                         (94)
       Increase in loan from subsidiary                     103      (103)            -                           -
       Other                                                  8         2            (1)                          9
                                                         ------     -----         -----        ------        ------
   Net cash provided (used) by financing activities          17      (101)          130             -            46
                                                         ------     -----         -----        ------        ------
   Effect of exchange rate changes on cash and
     cash equivalents                                         -         -            (1)            -            (1)
                                                         ------     -----         -----        ------        ------
   Net increase (decrease) in cash and cash
     equivalents                                              -         4            27             -            31
                                                         ------     -----         -----        ------        ------
   Cash and cash equivalents at beginning of
     period                                                            11            50                          61
                                                        ------     -----         -----        ------        ------
   Cash and cash equivalents at end of period           $     -    $   15       $    77       $     -        $   92
                                                        =======    ======       =======       =======        ======
</TABLE>

<PAGE>


Note 8. Supplemental Consolidating Condensed Financial Information (continued)
------------------------------------------------------------------
<TABLE>

                 CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
                     FOR THE SIX MONTHS ENDED JUNE 30, 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                                      $137      $137        $(137)         $137
    Adjustments to reconcile net income to net
      cash provided (used) by operations:
      Loss from discontinued operations                          6                          6
      Depreciation and amortization                            101                        101
      Other non-cash items                                       4                          4
      Equity in net income of subsidiary            (137)        -          137             -
      Changes in assets and liabilities:
        Accounts receivable                                   (184)                      (184)
        Inventories                                            (45)                       (45)
        Accounts payable and other accruals                     31                         31
        Other assets and liabilities                           (16)                       (16)
                                                    ----      ----        -----         -----
Net cash used by continuing operations                 -        34            -            34
Net cash used by discontinued operations                       (20)                       (20)
                                                    ----      ----        -----         -----
Net cash used by operating activities                           14                         14
                                                    ----      ----        -----         -----
  Investing activities:
    Purchase of property, plant and equipment                  (77)                       (77)
    Investments in affiliated companies and
       other businesses                               (2)      (26)           2           (26)
    Investments in computer software                           (34)                       (34)
    Acquisition of Armitage/Dolomite                          (427)                      (427)
    Other                                                        7                          7
                                                    ----      ----        -----         -----
Net cash used by investing activities                 (2)     (557)           2          (557)
                                                    ----      ----        -----         -----
  Financing activities:
   Proceeds from issuance of long-term debt                    460                        460
    Repayments of long-term debt                              (171)                      (171)
    Net change in credit facility                              220                        220
    Net change in other short-term debt                         16                         16
    Purchases of treasury stock                       (2)                                  (2)
    Change in intercompany accounts, net              (4)        4
    Other                                              8        (5)          (2)            1
                                                    ----      ----        -----         -----
Net cash provided by financing activities              2       524           (2)          524
                                                    ----      ----        -----         -----
Effect of exchange rate changes on cash
   and cash equivalents                                          1                          1
                                                    ----      ----        -----         -----
Net increase (decrease) in cash and
   cash equivalents                                    -       (18)           -           (18)
Cash and cash equivalents at beginning of period                63                         63
                                                    ----      ----        -----         -----
Cash and cash equivalents at end of period          $  -      $ 45         $  -          $ 45
                                                    ====      ====         ====          ====

</TABLE>


<PAGE>

Note 8.  Segment Data

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

                                                  Three Months Ended           Six Months Ended
                                                       June 30,                    June 30,
                                                  ------------------           ----------------

                                                  2000          1999          2000           1999
                                               -----------   -----------   -----------    -----------
<S>                                          <C>            <C>           <C>            <C>
Sales:
      Air Conditioning Systems and Services      $ 1,293       $ 1,188       $ 2,359        $ 2,130
      Plumbing Products                              479           459           939            873
      Vehicle Control Systems                        274           264           570            556
                                                 -------       -------       -------        -------

                                                 $ 2,046       $ 1,911       $ 3,868        $ 3,559
                                                 =======       =======       =======        =======
Segment income:
      Air Conditioning Systems and Services      $   174       $   153       $   268        $   229
      Plumbing Products                               50            46            90             80
      Vehicle Control Systems                         38            36            82             76
                                                 -------       -------       -------        -------

                                                     262           235           440            385
Equity in net income of unconsolidated
     joint ventures                              -------       -------       -------        -------
                                                       9             9            19             17

                                                     271           244           459            402
Interest expense                                      49            47            98             93
Corporate and other expenses
                                                 -------       -------       -------        -------
                                                      43            38            82             65
                                                 -------       -------       -------        -------

Income from continuing operations
      before income taxes                        $   179       $   159       $   279        $   244
                                                 =======        ======       =======        =======

<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  Second  Quarter  and First Six  Months of 2000
Compared with the Second Quarter and First Six Months of 1999

         The  Company  achieved  record  sales of $2,046  million  in the second
   quarter  of  2000,  an  increase  of  $135  million,  or  7%  (10%  excluding
   unfavorable  foreign  exchange  effects),  from $1,911  million in the second
   quarter  of  1999.  Sales  increased  9% for  Air  Conditioning  Systems  and
   Services, 4% for Plumbing Products and 4% for Vehicle Control Systems.

         Segment income for the second quarter of 2000 was also a record at $262
   million,  an  increase  of $27  million,  or 11% (14%  excluding  unfavorable
   foreign exchange  effects),  from $235 million in the second quarter of 1999.
   Segment income  increased 14% for Air Conditioning  Systems and Services,  9%
   for Plumbing Products and 6% for Vehicle Control Systems.

         Sales for the first half of 2000 were  $3,868  million,  an increase of
   $309 million,  or 9% (12% excluding  unfavorable  foreign exchange  effects),
   from $3,559  million in the first half of 1999.  Sales  increased 11% for Air
   Conditioning  Systems  and  Services,  8% for  Plumbing  Products  and 3% for
   Vehicle Control  Systems.  Segment income was $440 million for the first half
   of 2000,  an  increase of 14% (18%  excluding  unfavorable  foreign  exchange
   effects),  compared  with $385  million  in the first  half of 1999.  Segment
   income  increased  17% for Air  Conditioning  Systems and  Services,  13% for
   Plumbing Products and 8% 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  9% (10%
   excluding  the effect of foreign  exchange) to $1,293  million for the second
   quarter  of  2000,  from  $1,188  million  for the  second  quarter  of 1999.
   Worldwide  Applied Systems sales increased 9% (11% 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
   increased because of higher volumes,  reflecting  continued  strength in U.S.
   markets and increased  market share.  Sales  benefited  from expansion of the
   global  accounts  program,  the  acquisition of sales and service offices and
   sales of  Integrated  Comfort  Systems,  which  combine  new  high-efficiency
   chillers,  air  handlers,  terminal  products and  controls  into one system.
   Additionally,  there was  significant  improvement in the Far East outside of
   China,  solid growth in Latin America and modest growth in Europe.  Worldwide
   Unitary Systems sales increased 8% (9% excluding  foreign  exchange  effects)
   primarily from higher volumes in U.S.  residential and commercial  operations
   and a small increase in the  international  unitary  business.  U.S.  unitary
   sales  increased  primarily   reflecting  gains  in  market  share  for  both
   commercial  and  residential  products and the effects of  warmer-than-normal
   weather.  International  unitary sales  increased  principally as a result of
   volume  improvements  in  Latin  America  and the  Far  East.  Sales  for Air
   Conditioning Systems and Services for the first half of 2000 increased by 11%
   (12%  excluding  foreign  exchange  effects)  to $2,359  million  from $2,130
   million in the first half of 1999,  primarily for the same reasons explaining
   the second quarter increase.
<PAGE>

         Segment income of Air Conditioning  Systems and Services  increased 14%
   (with  little  effect from  foreign  exchange)  to $174 million in the second
   quarter of 2000 from $153  million  in the second  quarter of 1999 as margins
   improved  from  12.9% to 13.5%.  Worldwide  Applied  Systems  benefited  from
   improved volume in the U.S. and Far East (excluding China). Worldwide Unitary
   Systems  posted  strong  growth  in  the  U.S.  from  volume   increases  and
   strengthened  outside the U.S. due to cost  improvements.  Segment income for
   the  first  half of 2000  increased  17% (with  little  effect  from  foreign
   exchange)  to $268  million  from $229  million  in the  first  half of 1999,
   essentially for the reasons mentioned for the second quarter increase.

         Sales of Plumbing  Products  increased  4% (10%  excluding  unfavorable
   foreign exchange effects) to $479 million in the second quarter of 2000, from
   $459 million in the second quarter of 1999, primarily as a result of gains in
   Europe  and the  Americas.  The  European  increase  (13%  excluding  foreign
   exchange)  reflected  improving  economic  conditions and market share gains.
   Sales in the Americas increased 9% (with little effect from foreign exchange)
   due to  strong  growth  in the U.S.,  partly  offset  by a  decline  in Latin
   America.  The U.S.  sales  increase  resulted from higher  volume,  primarily
   through  expanding  retail and wholesale  channels and gains in market share.
   Sales of  Plumbing  Products  for the first  half of 2000  increased  8% (13%
   excluding  unfavorable  foreign  exchange  effects) to $939 million from $873
   million in the first half of 1999.  This increase was due  principally to the
   same factors affecting second quarter results.

         Segment income of Plumbing  Products for the second quarter of 2000 was
   $50 million,  an increase of 9% (14% excluding  unfavorable  foreign exchange
   effects)  from $46 million  for the 1999 second  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 10.0% in the second
   quarter of 1999 to 10.4% in the second  quarter of 2000.  Segment  income for
   the first  half of 2000  increased  13% (17%  excluding  unfavorable  foreign
   exchange  effects) to $90 million from $80 million in the first half of 1999.
   The increase resulted primarily for the same reasons as those responsible for
   the second quarter increase.

         Sales of Vehicle  Control  Systems for the second  quarter of 2000 were
   $274 million,  an increase of 4% (13% excluding  unfavorable foreign exchange
   effects)  from $264  million in the second  quarter of 1999,  primarily  from
   higher volume in Europe.  Unit volumes of truck and bus production  increased
   7.5% in Western Europe in the second quarter of 2000 compared with the second
   quarter of 1999.  Sales  increased  because of the  improved  market,  higher
   product  content per vehicle,  gains in market share and expanding sales into
   the non-heavy-duty truck market. Additionally, sales increased 30% in Brazil,
   primarily as a result of a 16% increase in that country's  commercial vehicle
   production,   and  sales  improved  for  the  U.S.  compressor  manufacturing
   business.  Shipments  of  anti-lock  braking  systems to the  Company's  U.S.
   braking  systems joint venture  decreased as U.S. truck  production  declined
   12%. Sales of Vehicle Control Systems for the first half of 2000 increased 3%
   (12% excluding  unfavorable  foreign  exchange  effects) to $570 million from
   $556 million in the first half of 1999,  primarily  for the reasons cited for
   the second quarter increase.

         Segment  income for Vehicle  Control  Systems for the second quarter of
   2000 increased $2 million ($6 million excluding  unfavorable foreign exchange
   effects) to $38 million from $36 million in the second quarter of 1999.  This
   primarily  reflected  higher volumes and cost  reductions in Europe.  Margins
   improved  from  13.6% in the  second  quarter  of 1999 to 13.9% in the second
   quarter of 2000.  Segment  income for Vehicle  Control  Systems for the first
   half of 2000 was $82 million,  an increase of 8% (24%  excluding  unfavorable
   foreign  exchange  effects)  from  $76  million  in the  first  half of 1999,
   principally for the same reasons cited for the second quarter increase.

<PAGE>

   Other Summary Segment and Income Data Items

         Equity in net income of unconsolidated joint ventures was $9 million in
   the second  quarter of 2000,  the same as in the  year-earlier  quarter,  and
   increased  to $19  million in the first half of 2000 from $17  million in the
   1999 first  half.  This  reflected  growth of Air  Conditioning  Systems  and
   Services' compressor  manufacturing joint venture and the Company's financial
   services joint venture,  offset by a decrease in earnings of Vehicle  Control
   Systems' U.S.  braking systems joint venture,  as a result of the slowdown in
   U.S. heavy-duty truck production.

         Interest expense  increased by $2 million in the second quarter of 2000
   and by $5  million  in the first half of 2000  compared  to the  year-earlier
   quarter and first  half,  primarily  due to higher  average  interest  rates.
   Corporate and other expenses increased by $5 million in the second quarter of
   2000  and  by  $17  million  in  the  first  half  of  2000  compared  to the
   year-earlier  quarter and first  half.  These  increases  were mainly due to:
   higher  incentive  compensation  accruals due to  profitability  improvement;
   increased  receivables  discount  fees paid to the financial  services  joint
   venture  as a result  of higher  sales;  transition  costs due to  management
   changes;  and increased  minority  interest in income of  consolidated  joint
   ventures.

         The income tax provision for the second quarter of 2000 was $71 million
   and for the first  half of 2000 was $111  million,  or 39.75% of income  from
   continuing  operations,  compared  with  provisions  of $66  million and $101
   million,  or 41.5% of income from  continuing  operations  in the  comparable
   periods of 1999.  The  effective  income tax rate is lower in 2000  primarily
   because of an internal  reorganization of the Company's  subsidiary ownership
   that should be more tax efficient.


   Liquidity and Capital Resources

         Net cash provided by operating activities,  after cash interest paid of
   $94 million, was $123 million for the first six months of 2000, compared with
   net cash  provided  of $14  million  for the same  period  of 1999.  The $109
   million  improvement  resulted primarily from higher net income and favorable
   changes in net working capital. Accounts receivable and inventories increased
   in the first half of both years,  reflecting the normal  seasonal  pattern of
   the  air  conditioning  business  and  overall  growth  of the  Company.  The
   receivables  increase  of $177  million in the first half of 2000 was smaller
   than  the  first-half  1999  increase  primarily  because  the  average  days
   outstanding improved by four days in the 2000 period versus two days in 1999.
   The inventory increase in 2000 of $107 million was substantially  larger than
   in 1999, as turnover was four-tenths of a turn lower and reflected a decision
   to increase certain air conditioning inventories to better serve customers in
   the North  American  summer  season.  The  increase in  accounts  payable and
   accruals  reflected growth of the business and timing differences in accruals
   and payments.  The Company made capital  expenditures of $113 million for the
   first half of 2000,  including  $27  million  of  investments  in  affiliated
   companies and other  businesses.  This compared with capital  expenditures of
   $103  million in the 1999 period,  including  $26 million of  investments  in
   affiliated    companies   and   other    businesses    (but   excluding   the
   Armitage/Dolomite acquisition described below). The Company also invested $31
   million in computer  software in the first six months of 2000,  compared with
   $34 million in the 1999 period. Additionally,  in the first half of 2000, the
   Company  purchased  approximately  2.4 million shares of its common stock for
   $94  million  pursuant  to the  Company's  program,  approved by the Board of
   Directors in July 1998,  to repurchase up to $300 million of shares of common
   stock through July 8, 2001.  Purchases  under the repurchase plan are for the
   purpose of  offsetting  the  dilutive  effects of  stock-based  awards  under
   certain of the Company's benefit plans. During 2000, the Company intends to
   apply approximately one-third of its available free cash flow to stock re-
   purchases and the majority of the remainder to repayment of debt.
<PAGE>

         On August 3, 2000, the Company announced a definitive agreement to sell
   its  DiaSorin  unit,  the largest  part of its medical  business,  to a group
   consisting  of SNIA,  a  high-tech  industrial  firm;  Interbanca,  a leading
   Italian merchant bank;  Iniziativa  Piemonte, a private equity firm; and four
   members of DiaSorin's  current  management.  The sale,  subject to regulatory
   approvals,  has been approved by the boards of all companies involved, and is
   expected  to close  in the  third  quarter  of 2000.  This  transaction  will
   complete the Company's exit from the medical business for  approximately  the
   net recoverable value established in the fourth quarter of 1999.

         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 increase the limit on annual lease  payments and to
   obtain consent for the Company to sell its Medical Systems business.

         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 since 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  June  30,  2000,  the  Company  had  borrowings  of  $793  million
   outstanding under the Revolving Facilities.  There was $499 million available
   under the Revolving  Facilities  after  reduction for  borrowings and for $83
   million of letters of credit usage.  The Company's  foreign  subsidiaries had
   $79 million  available at June 30, 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  4.  Submission of Matters to a Vote of Security Holders.
   --------  ----------------------------------------------------

         The Company's 2000 Annual Meeting of  Stockholders  ("Annual  Meeting")
   was held on May 4, 2000. At the Annual Meeting,  the Company's  stockholders:
   (a)  elected two Class II  Directors  with terms  expiring  at the  Company's
   Annual  Meeting of  Stockholders  in 2003;  (b) approved the Stock  Incentive
   Plan,  the  Annual  Incentive  Compensation  Plan,  the  Long-Term  Incentive
   Compensation  Plan and the LTIP Alternate Plan for purposes of Section 162(m)
   of the Internal Revenue Code which denies a publicly-traded company a Federal
   income tax deduction for compensation in excess of $1 million paid to certain
   of its executive officers except to the extent that such compensation is paid
   pursuant to a shareholder  approved plan and upon the attainment of objective
   performance criteria;  and (c) ratified the selection of Ernst & Young LLP as
   independent  certified public accountants of the Company and its consolidated
   subsidiaries for 2000.

         Following  the Annual  Meeting,  three Class I Directors,  having terms
   expiring in 2002,  and three Class III  Directors,  having terms  expiring in
   2001, continued in office.

         The following sets forth the results of voting at the Annual Meeting:
<TABLE>
<CAPTION>

                                                                                                           Broker
                                                                                     Non
                  Matters                    For         Against      Abstentions   Votes

<S>                                       <C>           <C>          <C>           <C>
 Election of Directors*
 ---------------------
 - For a term expiring at the Annual
    Meeting of Stockholders in 2003

    Frederic M. Poses                      54,214,335       555,661     *              0
    J. Danforth Quayle                     53,863,879       906,118     *              0

 Approval of the Stock Incentive Plan      44,196,426    10,415,751      186,031       0
 ------------------------------------

 Approval of the Annual
 Incentive Compensation Plan               53,435,749     1,171,623      190,835       0
 ---------------------------

 Approval of the Long-Term Incentive
 Compensation Plan                         52,111,781     2,449,850      236,289       0
 -----------------

 Approval of the LTIP
 Alternate Plan                            51,877,597     2,694,722      225,600       0
 --------------

 Selection of Independent
 Accountants                               54,371,112       339,686       87,657       0
 -----------

<FN>

   * With  respect to the  election of  directors,  the form of proxy  permitted
   shareholders to check boxes indicating  votes either "For" or "Withheld",  or
   to vote "For all except" and to name exceptions;  votes relating to directors
   designated above as "Against"  include votes cast as "Withheld" and for named
   exceptions.
</FN>
</TABLE>
<PAGE>

   Item 5.  Other Information.

     As discussed in Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources,  on August 3, 2000,
the Company announced its agreement to sell the DiaSorin medical business. Filed
as an exhibit to this  Report is the  company's  press  release  announcing  the
agreement.


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 fiscal  quarter ended June 30, 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)









August 14, 2000



<PAGE>


                        AMERICAN STANDARD COMPANIES INC.

                                INDEX TO EXHIBITS



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


                Exhibit No.                Description
<S>            <C>                        <C>
                   (12)                    Ratio of Earnings to Fixed Charges
                   (27)                    Financial Data Schedule
                   (99)                    Press Release dated August 3, 2000
                                           Relating to Sale of Medical Business

</TABLE>