<PAGE>   1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                               FORM 10-Q/A No. 1

(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, 1996

                                       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              (908) 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, 1996                                    78,266,791
                                                                 (shares)
<PAGE>   2




                          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 Company has restated its financial statements to properly record
costs and expenses of its French subsidiary, Porcher S.A., of $4 million and $7
million in the three months and six months ended June 30,1996, respectively. The
following summary statement of operations of the Company and subsidiaries for
the three months and six months ended June 30, 1996 and 1995 has not been
audited, but management believes that all adjustments, consisting of normal
recurring items, necessary for a fair presentation of financial data for those
periods have been included. Results for the three-and six-month periods of 1996
are not necessarily indicative of results for the entire year.

                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
                    UNAUDITED SUMMARY STATEMENT OF OPERATIONS

                               (In millions except
                                   share data)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                           Six Months Ended
                                                               JUNE 30,                                    June 30,
                                                               --------                                    --------
                                                         1996                 1995                 1996                  1995
                                                    --------------       --------------       --------------        --------------
<S>                                                <C>                  <C>                  <C>                   <C>
SALES                                               $      1,518.3       $      1,370.8       $      2,882.6        $      2,594.0
                                                    --------------       --------------       --------------        --------------
COST AND EXPENSES
  Cost of sales                                            1,135.9              1,008.5              2,167.0               1,917.6
  Selling and administrative expenses                        229.9                215.1                457.1                 415.7
  Asset impairment loss                                         --                   --                235.2                    --
  Other expense                                                9.8                  8.4                 17.4                  19.1
  Interest expense                                            50.8                 53.8                102.3                 111.2
                                                    --------------       --------------       --------------        --------------
                                                           1,426.4              1,285.8              2,979.0               2,463.6
  INCOME (LOSS) BEFORE INCOME TAXES
    AND EXTRAORDINARY ITEM                                    91.9                 85.0                (96.4)                130.4
    Income taxes                                              33.3                 35.5                 50.3                  54.4
                                                    --------------       --------------       --------------        --------------


    INCOME (LOSS) BEFORE
    EXTRAORDINARY ITEM                                        58.6                 49.5               (146.7)                 76.0
    Extraordinary loss on retirement of debt                    --                   --                   --                 (30.1)
                                                    --------------       --------------       --------------        --------------

    NET INCOME (LOSS)                               $         58.6       $         49.5       $       (146.7)       $         45.9
                                                    ==============       ==============       ===============       ==============
    Income (loss) per common share:
    Income (loss) before extraordinary item         $          .75       $          .65       $        (1.89)       $         1.04
    Extraordinary loss on retirement of debt                    --                   --                   --                  (.41)
                                                    --------------       --------------       --------------        --------------
    NET INCOME (LOSS)                               $          .75       $          .65       $        (1.89)       $          .63
                                                    ==============       ==============       ==============        ==============
                                                    
    Average number of outstanding common shares         77,876,499           75,986,928           77,595,299            72,954,598
</TABLE>


                             See accompanying notes


                                       2
<PAGE>   3
Item 1.  Financial Statements (continued)

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

<TABLE>
<CAPTION>


                                                                                JUNE 30,      DECEMBER 31,
                                                                                  1996            1995
                                                                                  ----            ----
<S>                                                                          <C>             <C>
CURRENT ASSETS

Cash and cash equivalents                                                     $   23.6        $   88.7
Accounts receivable                                                              864.4           771.0
Inventories
    Finished products                                                            231.8           190.7
    Products in process                                                           90.2            84.7
    Raw materials                                                                 96.9            86.9
                                                                              --------        --------
                                                                                 418.9           362.3
    Other current assets                                                          92.2            72.9
                                                                              --------        --------
    TOTAL CURRENT ASSETS                                                       1,399.1         1,294.9

    FACILITIES, less accumulated depreciation;
    June 1996 - $540.3; Dec. 1995 - $513.6                                       912.0           924.5
    GOODWILL                                                                     855.0         1,081.6
    OTHER ASSETS                                                                 223.9           218.6
                                                                              --------        --------
    TOTAL ASSETS                                                              $3,390.0        $3,519.6
                                                                              ========        ========

    CURRENT LIABILITIES

    Loans payable to banks                                                    $  207.1        $  240.0
    Current maturities of long-term debt                                          69.3            72.9
    Accounts payable                                                             436.6           438.2
    Accrued payrolls                                                             161.7           171.4
    Other accrued liabilities                                                    414.8           384.1
                                                                              --------        --------
    TOTAL CURRENT LIABILITIES                                                  1,289.5         1,306.6

    LONG-TERM DEBT                                                             1,750.8         1,770.1
    RESERVE FOR POSTRETIREMENT BENEFITS                                          502.2           482.4
    OTHER LIABILITIES                                                            343.6           350.6
                                                                              --------        --------
    TOTAL LIABILITIES                                                          3,886.1         3,909.7

    STOCKHOLDERS' DEFICIT

    Preferred stock, 2,000,000 shares authorized, none issued
    and outstanding                                                                 --              --
    Common stock $.01 par value, 200,000,000 shares
    authorized; 78,184,084 shares issued and
    outstanding in 1996; 76,733,010 in 1995                                         .8              .8
    Capital surplus and other                                                    548.1           508.6
    Accumulated deficit                                                         (871.5)         (724.8)
    Foreign currency translation effects                                        (173.5)         (174.7)
                                                                              --------        --------

    TOTAL STOCKHOLDERS' DEFICIT                                                 (496.1)         (390.1)
                                                                              --------        --------
                                                                              $3,390.0        $3,519.6
                                                                              ========        ========
</TABLE>
                             See accompanying notes



                                       3
<PAGE>   4
Item 1.  Financial Statements (continued)

                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
             UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

                              (Dollars in millions)

<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED
                                                             JUNE 30,
                                                         1996        1995
                                                         ----        ----
<S>                                                  <C>            <C>
CASH PROVIDED (USED) BY:
  OPERATING ACTIVITIES:

    Income (loss) before extraordinary item           $(146.7)       $ 76.0
    Asset impairment loss                               235.2            --
    Depreciation                                         60.4          55.8
    Amortization of goodwill                             13.7          16.6
    Non-cash interest                                    32.1          31.7
    Non-cash stock compensation                          16.6          15.2
    Changes in assets and liabilities:

      Accounts receivable                               (93.4)       (148.8)
      Inventories                                       (52.8)        (96.7)
      Accounts payable and other accruals                26.0         109.7
      Other assets and liabilities                      (44.2)         24.6
                                                        -----          ----

  Net cash provided by operating activities              46.9          84.1
                                                         ----          ----


  INVESTING ACTIVITIES:
    Purchases of property, plant and equipment          (75.0)        (56.3)
    Investments in affiliated companies                  (1.8)        (17.1)
    Other                                                20.0          10.6
                                                         ----          ----

  Net cash used by investing activities                 (56.8)        (62.8)
                                                        -----         ----- 

  FINANCING ACTIVITIES:

    Net proceeds from issuance of common stock             --         280.5
    Proceeds from issuance of long-term debt              2.7         450.5
    Repayments of long-term debt                        (33.3)       (994.7)
    Net change in revolving credit facility             (20.8)        197.7
    Net change in other short-term debt                   4.3          (5.4)
    Other                                                (7.0)        (16.5)
                                                         ----         ----- 

  Net cash used by financing activities                 (54.1)        (87.9)
                                                        -----         ----- 

  Effect of exchange rate changes on cash and
  cash equivalents                                       (1.1)           .4
                                                         ----            --

Net decrease in cash and cash equivalents               (65.1)        (66.2)

Cash and cash equivalents at beginning of period         88.7          92.7
                                                         ----          ----

Cash and cash equivalents at end of period             $ 23.6        $ 26.5
                                                       ======        ======
</TABLE>

 

                             See accompanying notes

                                       4
<PAGE>   5
                AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

         Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121 ("FAS 121"), Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, resulting in a
non-cash charge of $235 million in the first quarter of 1996. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Overview."

NOTE 2.  TAX MATTERS

         As described in Note 5 of Notes to Consolidated Financial Statements in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995,
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."


                                       5
<PAGE>   6
                          PART 1. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

         Operating income increased 6% to $171 million in the second quarter of
1996 from $162 million in 1995 on a strong performance by Air Conditioning
Products and a gain by Plumbing Products, offset partly by a decrease for
Automotive Products related to declining markets. Effective January 1, 1996 the
Company adopted FAS 121 related to impairment of long-lived assets. As a result,
the Company recorded a non-cash charge in the first quarter of 1996 of $235
million, over 90% of which represented the write-down of goodwill, for which
there is no tax benefit. Excluding this charge, operating income for the first
half of 1996 was $293 million, an increase of 2% over the $288 million of
operating income in the first half of 1995.

                         SUMMARY SEGMENT AND INCOME DATA
                              (Dollars in millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED               SIX MONTHS ENDED
                                               JUNE 30,                        JUNE 30,
                                               --------                        --------
                                          1996            1995            1996            1995
                                          ----            ----            ----            ----
<S>                                    <C>           <C>            <C>            <C>
Sales:
Air Conditioning Products               $   924        $   782        $ 1,682        $ 1,425
Plumbing Products                           372            322            720            645
Automotive Products                         223            267            481            524
                                            ---            ---            ---            ---

Total  sales                            $ 1,519        $ 1,371        $ 2,883        $ 2,594
                                        =======        =======        =======        =======
                                               


Operating income before asset
impairment loss:
Air Conditioning Products               $   112        $    86        $   173        $   128
Plumbing Products                            31             32             50             73
Automotive Products                          28             44             70             87
                                        -------        -------        -------        -------
                          
                                            171            162            293            288
Asset impairment loss:
Air Conditioning Products                    --             --           (121)            --
Plumbing Products                            --             --           (114)            --
                                        -------        -------        -------        -------
                                             --             --           (235)            --
                                                                                     -------
Total operating income                      171            162             58            288
Interest expense                            (50)           (54)          (102)          (111)
Corporate and other expenses                (29)           (23)           (52)           (47)
                                        -------        -------        -------        -------

Income (loss) before income taxes
and extraordinary item                  $    92        $    85        $   (96)       $   130
                                        =======        =======        =======        =======
</TABLE>

                                                 



                                       6
<PAGE>   7
RESULTS OF OPERATIONS FOR THE SECOND QUARTER AND FIRST SIX MONTHS OF 1996
COMPARED WITH THE SECOND QUARTER AND FIRST SIX MONTHS OF 1995

         Consolidated sales for the second quarter of 1996 were $1,519 million,
an increase of $148 million, or 11% (13% excluding the unfavorable effects of
foreign exchange), from $1,371 million in the second quarter of 1995. Sales
increased 18% for Air Conditioning Products and 16% for Plumbing Products, while
sales for Automotive Products decreased 16% compared with the second quarter of
1995. Operating income for the second quarter of 1996 was $171 million, an
increase of $9 million, or 6% (8% excluding the unfavorable effects of foreign
exchange), from $162 million in the second quarter of 1995. Operating income
increased 30% for Air Conditioning Products, Plumbing Products was essentially
unchanged, while Automotive Products had a 36% decrease.

         Consolidated sales for the first half of 1996 were $2,883 million, an
increase of $289 million, or 11% (12% excluding the unfavorable effects of
foreign exchange), from $2,594 million in the first half of 1995. Sales
increased 18% for Air Conditioning Products and 12% for Plumbing Products, while
sales for Automotive Products declined 8%. Operating income (excluding the asset
impairment charge previously mentioned) was $293 million for the first half of
1996, an increase of 2% (3% excluding the unfavorable effects of foreign
exchange), compared with $288 million in the first half of 1995. Operating
income increased 35% for Air Conditioning Products but declined 32% for Plumbing
Products and 20% for Automotive Products.

         Sales of Air Conditioning Products increased 18% (19% excluding the
unfavorable effects of foreign exchange) to $924 million for the second quarter
of 1996 from $782 million for the comparable quarter of 1995 as a result of
strong volume and higher prices for applied and unitary commercial systems in
all markets, higher volumes of residential products in the U.S. and sales of the
new operations in the People's Republic of China ("PRC"). Sales of commercial
products in the U.S. increased because of improved markets, demand for chiller
replacement (due to the ban on CFC refrigerant production), higher prices and
gains in market share. Residential sales were up because of improved markets due
in part to higher than normal temperatures in most regions of the U.S. and
improved economic conditions. International sales for the second quarter of 1996
increased principally because of sales in the new PRC operations, along with
volume increases in most other businesses. Sales for Air Conditioning Products
for the first half of 1996 increased by 18% to $1,682 million from $1,425
million in the first half of 1995, primarily for the reasons cited for the
second quarter increase.

         Operating income of Air Conditioning Products increased 30% to $112
million in the second quarter of 1996 from $86 million in the 1995 quarter,
primarily reflecting expanded commercial and residential product sales in the
U.S. Despite significantly higher sales (primarily in the PRC), operating income
for international operations was essentially unchanged. European operations were
flat as they continued to experience weak economic conditions while the new PRC
operations contributed a modest amount of operating income. Operating income for
the first half of 1996, excluding the asset impairment charge explained above,
increased 35% essentially for the reasons mentioned for the second quarter
increase.

         Sales of Plumbing Products increased 16% (17% excluding the unfavorable
effects of foreign exchange) to $372 million in the second quarter of 1996 from
$322 million in the second quarter of 1995 primarily as a result of sales by
Porcher, the French manufacturer


                                       7
<PAGE>   8
acquired in the fourth quarter of 1995, and higher U.S. sales. Excluding
Porcher, 1996 second quarter sales were essentially flat overall compared with
the 1995 quarter, as international sales declined 6%, offset by a 13% increase
for U.S. operations. The decrease in international sales occurred in Europe,
particularly in Germany, Italy and France, which continued to experience weak
economic conditions, offset partly by increased volume in the Middle East. Sales
in the U.S. increased as a result of higher volumes to retail market channels,
higher prices and a favorable product sales mix. Sales of Plumbing Products for
the first half of 1996 increased 12% (13% excluding the unfavorable effects of
foreign exchange) to $720 million from $645 million in the first half of 1995.
Excluding Porcher and foreign exchange effects, sales decreased by 3% for the
1996 half compared with the 1995 period as a result of the same factors
affecting the second quarter results and because of a five-week strike in the
Philippines that occurred in the first quarter of 1996.

         Operating income of Plumbing Products decreased to $31 million for the
second quarter of 1996 from $32 million for the 1995 period. In the U.S.,
operating income improved because of the higher sales, benefits of lower-cost
product sourcing from the Company's Mexican facilities and manufacturing cost
improvements. For international operations, operating income declined primarily
because of the weaker European markets, particularly in Germany and France, and
to a lesser extent in Italy. In France, margins decreased from the prior year
level. Despite the gain for U.S. operations, operating income for the first half
of 1996, excluding the aforementioned asset impairment charge, declined by 32%
(31% excluding foreign exchange effects) from the first half of 1995, because of
the decline in international operations and the first quarter Philippines
strike.

         Sales of Automotive Products for the second quarter of 1996 decreased
16% (12% excluding the unfavorable effects of foreign exchange) to $223 million
from $267 million in the second quarter of 1995, primarily because of market
weakness in Europe and order delays at several large customers in anticipation
of new truck model introductions. Unit volume of truck and bus production in
western Europe decreased from the second quarter of 1995, especially in Germany
and France, and aftermarket, trailer, export and Brazilian markets also
declined. Sales of Automotive Products for the first half of 1996 decreased 8%
(6% excluding the unfavorable effects of foreign exchange) to $481 million from
$524 million in the first half of 1995, primarily for the reasons which caused
declines in the second quarter.

         Operating income for Automotive Products for the second quarter of 1996
was $28 million, a decrease of 36% (32% excluding the unfavorable effects of
foreign exchange) from the record $44 million in the second quarter of 1995.
This reflected the lower sales because of market weakness, offset partly by
productivity improvements. Operating income for Automotive Products for the
first half of 1996 was $70 million, a decrease of 20% (18% excluding the
unfavorable effects of foreign exchange) from $87 million in the first half of
1995 principally for the reasons described for the second quarter.

FINANCIAL REVIEW

         Interest expense decreased $3 million in the second quarter of 1996
compared to the year-earlier quarter, primarily as a result of reduced debt
balances together with lower overall interest rates on debt outstanding under
the Company's 1995 bank credit agreement (the "1995 Credit Agreement"). The
increase in corporate and other expenses is primarily attributable to higher
corporate spending, including increased development expenses, and



                                       8
<PAGE>   9
higher minority interest charges primarily related to the consolidation of the
air conditioning venture in the PRC.

         The income tax provision for the second quarter of 1996 was $33
million, or 36.3% of pretax income (excluding the asset impairment charge on
which there is no tax benefit) compared with a provision of $35 million, or
41.8% of pretax income in the second quarter of 1995. The second quarter tax
rate reflects the full year estimate and is comparable to the full year 1995
rate. Continued improvements in U.S. income enabled the Company to recognize
previously unrecognized tax benefits in 1996 and the latter part of 1995,
resulting in the lower effective tax rate.

         As a result of the redemption of debt in the first quarter of 1995 upon
completion of a refinancing, the first half of 1995 included an extraordinary
charge of $30 million attributable to the write-off of unamortized debt issuance
costs, for which no tax benefit was available.

CASH FLOWS

         Net cash provided by operating activities, after cash interest paid of
$73 million, was $47 million for the first six months of 1996, compared with net
cash provided of $84 million for the similar period of 1995. The $37 million
decrease resulted primarily from higher payments on liabilities, especially
income taxes. Inventories and accounts receivable increased in both six month
periods reflecting the increased sales volumes and the seasonal pattern typical
of the first half of the year. Despite the overall increase in working capital,
inventory turnover as of June 30, 1996, improved one full turn from June 30,
1995, and working capital as a percent of sales improved one point. The Company
made capital expenditures of $77 million for the first half of 1996, including
$2 million of investments in affiliated companies compared with capital
expenditures of $73 million in the first half of 1995, including $17 million of
investments in affiliated companies. The principal financing activity during the
first half of 1996 was a scheduled debt repayment of $25 million.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1996, the Company had outstanding borrowings of $153
million under the revolving facilities available under the 1995 Credit Agreement
("Revolving Facilities"). There was $333 million available under the Revolving
Facilities after reduction for borrowings and for $64 million of letters of
credit usage. In addition, at June 30, 1996, the Company's foreign subsidiaries
had $78 million available under overdraft facilities which can be withdrawn by
the banks at any time.

         The 1995 Credit Agreement contains various covenants that limit certain
activities and transactions and require the Company to meet certain financial
tests. Certain other American Standard Inc. debt instruments also contain
financial tests and other covenants. The Company believes it is currently in
compliance with all such covenants.

    As described in Note 5 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, 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.


                                       9
<PAGE>   10
                           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.

           As previously reported in Item 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, American Standard Inc. is the
defendant in a lawsuit brought by Entech Sales & Service, Inc. on behalf of an
alleged class of contractors engaged in the service and repair of commercial air
conditioning equipment, filed in March, 1993. With respect to the one claim that
was certified as a class action seeking $680 million (subject to trebling under
antitrust law), on May 24, 1996, the District Court granted American Standard
Inc.'s motion for summary judgment dismissing this claim. The two remaining
alleged violations may now be asserted only by Entech in its own behalf. In
management's opinion the remaining litigation will not have a material adverse
effect on the Company's financial position, cash flows, or results of
operations.

Item  4.  Submission of Matters to a Vote of Security Holders.

         The Company's 1996 Annual Meeting of Stockholders ("Annual Meeting")
was held on May 2, 1996. At the Annual Meeting, the Company's stockholders (a)
elected three Class I Directors with terms expiring at the Company's Annual
Meeting of Stockholders in 1999, (b) approved the Company's 1996-1998
Supplemental Incentive Compensation Plan and (c) ratified the selection of Ernst
& Young LLP as independent certified public accountants of the Company and its
consolidated subsidiaries for 1996.

         Following the Annual Meeting, four Class II Directors, having terms
expiring in 1997, and four Class III Directors, having terms expiring in 1998,
continued in office.


                                       10
<PAGE>   11
Item 4. Submission of Matters to a Vote of Security Holders (continued).

         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 1999
    Horst Hinrichs                                       52,442,145              149,013                              -0-
    George H. Kerckhove                                  52,442,145              165,327                              -0-
    David M. Roderick                                    52,442,145              174,845                              -0-

    Approval of 1996-1998 Supplemental
    Incentive Plan                                       51,427,335              914,734              301,862         -0-


    Selection of Independent Accountants                 52,659,803              143,997               75,696         -0-
</TABLE>


* 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.

Item  6.  Exhibits and Reports on Form 8-K

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

           (b) Reports on Form 8-K. During the quarter ended June 30, 1996, the
           Company filed no reports on Form 8-K.

                                       11
<PAGE>   12
                                    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.
                                                  ______________________________
                                                           By:   G. Ronald Simon
                                                   Vice President and Controller
                                                  (Principal Accounting Officer)

January 23, 1997



                                       12
<PAGE>   13

                        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


                                       13