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 September 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
           October 31, 2000                                   69,329,711 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          Nine Months Ended
                                                        September 30,              September 30,
                                                        -------------             -------------
                                                        2000        1999        2000        1999
                                                        ----        ----        ----        ----
<S>                                                  <C>         <C>         <C>        <C>
SALES                                                 $1,961      $1,877      $5,829     $ 5,436
                                                      ------      ------      ------     -------

COST AND EXPENSES
  Cost of sales                                        1,475       1,406       4,358       4,056
  Selling and administrative expenses                    288         289         900         864
  Other (income) expense                                  (1)          2          (4)         (2)
  Interest expense                                        51          47         149         141
                                                      ------      ------      ------     -------
                                                       1,813       1,744       5,403       5,059
                                                      ------      ------      ------     -------
INCOME FROM CONTINUING OPERATIONS
    BEFORE INCOME TAXES                                  148         133         426         377
Income taxes                                              59          55         169         156
                                                      ------      ------      ------     -------
INCOME FROM CONTINUING OPERATIONS                         89          78         257         221
Loss from discontinued operations, net of tax              -          (6)          -         (12)
                                                      ------      ------      ------     -------

NET INCOME                                             $  89        $ 72       $ 257       $ 209
                                                      ======       =====      ======     =======

PER COMMON SHARE
    Basic:   Income from continuing operations        $ 1.28      $ 1.11      $ 3.65      $ 3.13
             Loss from discontinued operations             -        (.09)          -        (.17)
                                                      ------      ------      ------     -------
             Net income                               $ 1.28      $ 1.02      $ 3.65      $ 2.96
                                                      ======      ======      ======     =======

    Diluted: Income from continuing operations        $ 1.23      $ 1.07      $ 3.54      $ 3.02
             Loss from discontinued operations             -        (.09)          -        (.16)
                                                      ------      ------      ------     -------
             Net income                               $ 1.23      $  .98      $ 3.54      $ 2.86
                                                      ======      ======      ======     =======

Average common shares outstanding
    Basic                                          69,805,720  70,671,462  70,362,842  70,553,622
    Diluted                                        72,381,511  73,169,250  72,504,612  73,095,981


<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>
                                                      September 30, December 31,
                                                          2000          1999
                                                       ---------      -------
<S>                                                  <C>             <C>
         CURRENT ASSETS
         Cash and cash equivalents                      $  81         $  61
         Accounts receivable                            1,167           986
         Inventories
           Finished products                              370           286
           Products in process                            126            99
           Raw materials                                  114           120
                                                         ----          ----
                                                          610           505
         Net assets of discontinued operations
           held for sale                                   50            51
         Other current assets                             128           123
                                                         ----          ----
         TOTAL CURRENT ASSETS                           2,036         1,726

         FACILITIES, less accumulated depreciation:
           Sept. 2000 - $587, Dec. 1999 - $571          1,371         1,414
         GOODWILL                                         915           991
         OTHER ASSETS                                     644           555
                                                         ----          ----
         TOTAL ASSETS                                  $4,966        $4,686
                                                       ======        ======

         CURRENT LIABILITIES
         Loans payable to banks                         $  80         $ 737
         Current maturities of long-term debt              28            19
         Accounts payable                                 587           578
         Accrued payrolls                                 235           225
         Other accrued liabilities                        896           728
                                                         ----          ----
         TOTAL CURRENT LIABILITIES                      1,826         2,287

         LONG-TERM DEBT                                 2,554         1,887
         RESERVE FOR POSTRETIREMENT BENEFITS              398           436
         OTHER LIABILITIES                                540           572
                                                         ----          ----
         TOTAL LIABILITIES                              5,318         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; 69,489,115
           Shares issued and outstanding
           In 2000; 70,742,538 in 1999                      1             1
         Capital surplus and other                        597           595
         Treasury stock                                  (444)         (363)
         Accumulated deficit                             (296)         (553)
         Foreign currency translation effects            (210)         (176)
                                                         ----          ----

         TOTAL STOCKHOLDERS' DEFICIT                     (352)         (496)
                                                         ----          ----
                                                        $4,966       $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>
                                                            Nine months ended
                                                              September 30,
                                                            -----------------
                                                            2000         1999
                                                            ----         ----
<S>                                                       <C>          <C>
CASH PROVIDED BY:
  OPERATING ACTIVITIES:
    Net income                                              $257         $209
    Adjustments to reconcile net income
        to net cash used by operations:
    Loss from discontinued operations                          -           12
    Depreciation and amortization                            162          148
    Other non-cash items                                       6            5
    Changes in assets and liabilities:
        Accounts receivable                                 (218)        (190)
        Inventories                                         (118)         (39)
        Accounts payable and other accruals                   66           62
        Other assets and liabilities                          55           37
                                                            ----         ----
    Net cash provided by continuing activities               210          244
    Net cash (used) by discontinued operations               (13)         (27)
                                                            ----         ----
    Net cash provided by operating activities                197          217

  INVESTING ACTIVITIES:
    Purchase of property, plant and equipment               (135)        (136)
    Investments in affiliated companies
         and other businesses                                (29)         (41)
    Investment in computer software                          (46)         (57)
    Acquisition of Armitage/Dolomite,
         net of cash acquired                                  -         (427)
    Other                                                     11            8
                                                            ----         ----
    Net cash (used) by investing activities                 (199)        (653)
                                                            ----         ----

  FINANCING ACTIVITIES:
    Repayments of long-term debt                             (51)        (174)
    Net change in credit facility                            192          115
    Net change in other short-term debt                       (4)          13
    Purchases of treasury stock                             (131)          (4)
    Proceeds from issuance of long-term debt                   -          460
    Other                                                     18            6
                                                            ----         ----
  Net cash provided by financing activities                   24          416
                                                            ----         ----

Effect of exchange rate changes on cash and
    cash equivalents                                          (2)           -
                                                            ----         ----
Net increase (decrease) in cash and cash equivalents          20          (20)
Cash and cash equivalents at beginning of period              61           63
                                                            ----         ----
Cash and cash equivalents at end of period                  $ 81         $ 43
                                                            =====        ====

<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 fourth 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 nine months ended September 30, 2000
(dollars in millions):
<TABLE>
<CAPTION>

                                                 Paid in
                                  Balance      first nine        Balance
                                  Dec. 31,      months of       Sept. 30,
                                    1999          2000            2000
                                  ------        ------          ------
<S>                             <C>            <C>            <C>
      Termination and other
         employee costs           $ 24.2         $ 5.9           $18.3
      Other                          4.4           1.0             3.4
                                  ------        ------          ------
                                  $ 28.6         $ 6.9           $21.7
                                  ======         ======          =====
</TABLE>


The Company  expects that  essentially  all of the $21.7  million  balance as of
September 30, 2000 will be utilized by the end of the first half of 2001. Of the
2,260 employees being terminated,  1,405 had been terminated as of September 30,
2000.


Note 3.  Comprehensive Income

Total  comprehensive  income,  consisting  of net  income and  foreign  currency
translation  effects, for the three months ended September 30, 2000 and 1999 was
$121  million  and $47  million,  respectively,  and for the nine  months  ended
September 30, 2000 and 1999 was $223 million and $239 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  September  30, 2000 and
1999 included 2,575,791 and 2,497,788 average incremental shares,  respectively,
for the assumed  exercise  of stock  options  and  vesting of  restricted  stock
awards.  The  nine-month  periods  ended  September  30, 2000 and 1999  included
2,141,770 and 2,542,359 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 nine months ended
September  30, 2000 and 1999,  and balance  sheets as of September  30, 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 SEPTEMBER 30, 2000
                                   (Unaudited)
<CAPTION>


                                       Parent                  Other                     Consolidated
      (Dollars in millions)           Company       ASI     Subsidiaries  Eliminations       Total
                                      -------       ---     ------------  ------------   ------------

<S>                                  <C>           <C>         <C>          <C>           <C>
  Sales                                            $1,253        $758        $(50)        $1,961
                                                   ------        ----        ----         ------

  Costs and expenses:
    Cost of sales                                     945         580         (50)         1,475
    Selling and
      administrative expenses                         162         131          (5)           288
    Other (income) expense                              8         (14)          5             (1)
    Interest expense                                   43           8           -             51
                                                   ------        ----        ----         ------

      Total expenses                                1,158         705         (50)         1,813
                                                   ------        ----        ----         ------
  Income before income taxes
     and equity in net income
     of consolidated subsidiaries                      95          53           -            148
  Income taxes                                         39          20           -             59
                                                   ------        ----        ----         ------
  Income before equity in net
     income of consolidated
     subsidiaries                                      56          33            -            89

  Equity in net income of
     consolidated subsidiaries            $ 89          -           -        $(89)             -
                                          ----     ------        ----        ----         ------

  Net income                              $ 89     $   56        $ 33        $(89)        $   89
                                          ====     ======        ====        ====         ======

</TABLE>


<PAGE>


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


                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Unaudited)

<CAPTION>
                                                Parent                     Other                         Consolidated
            (Dollars in millions)              Company          ASI     Subsidiaries     Eliminations       Total
                                               -------          ---     ------------     ------------    ------------
<S>                                            <C>            <C>           <C>             <C>          <C>
  Sales                                                        $3,646        $2,338          $(155)       $ 5,829
                                                               ------        ------          -----        -------

  Costs and expenses:
    Cost of sales                                               2,767         1,747           (156)         4,358
    Selling and administrative expenses                           505           412            (17)           900
    Other (income) expense                                          9           (31)            18             (4)
    Interest expense                                              126            23              -            149
                                                               ------        ------          -----        -------

      Total expenses                                            3,407         2,151           (155)         5,403
                                                               ------        ------          -----        -------
  Income before income taxes and equity in
    net income of consolidated subsidiaries                       239           187              -            426
  Income taxes                                                     98            71              -            169
                                                               ------        ------          -----        -------
  Income before equity in net income of
    consolidated subsidiaries                                     141           116              -            257

  Equity in net income of consolidated
    subsidiaries                                   $257             -             -          $(257)            -
                                                   ----        ------        ------          -----        -------

  Net income                                       $257        $  141        $  116          $(257)         $ 257
                                                   ====        ======        ======          =====          =====

</TABLE>


<TABLE>

                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)

<CAPTION>

                                                            Parent                                Consolidated
                  (Dollars in millions)                     Company        ASI      Eliminations      Total
                                                            -------        ---      ------------  ------------
<S>                                                         <C>           <C>      <C>                <C>
  Sales                                                                    $1,877                      $1,877
                                                                           ------                      ------

  Costs and expenses:
    Cost of sales                                                           1,406                       1,406
    Selling and administrative expenses                                       289                         289
    Other expense                                                               2                           2
    Interest expense                                                           47                          47
                                                                           ------                      ------
      Total expenses                                                        1,744                       1,744
                                                                           ------                      ------
  Income from continuing operations before income taxes
    and equity in net income of consolidated                                  133                         133
  subsidiaries

  Income taxes                                                                 55                          55
                                                                           ------                      ------
  Income from continuing operations before equity in
    net income of consolidated subsidiaries                                    78                          78

  Loss from discontinued operations                                            (6)                         (6)

  Equity in net income of consolidated subsidiaries              $72                      $ (72)            -
                                                                 ---       ------         -----        ------
                                                                                -

  Net income                                                     $72       $   72         $ (72)       $   72
                                                                 ===       ======         =====        ======

</TABLE>

<PAGE>


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


                CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)

<CAPTION>
                                                            Parent                                Consolidated
                  (Dollars in millions)                     Company        ASI      Eliminations      Total

<S>                                                         <C>           <C>       <C>               <C>
  Sales                                                                    $5,436                      $5,436
                                                                           ------                      ------

  Costs and expenses:
    Cost of sales                                                           4,056                       4,056
    Selling and administrative expenses                                       864                         864
    Other income                                                               (2)                         (2)
    Interest expense                                                          141                         141
                                                                           ------                      ------

      Total expenses                                                        5,059                       5,059
                                                                           ------                      ------
  Income from continuing operations before income taxes
    and equity in net income of consolidated                                  377                         377
  subsidiaries

  Income taxes                                                                156                         156
                                                                           ------                      ------
  Income from continuing operations before equity in
    net income of consolidated subsidiaries                                   221                         221

  Loss from discontinued operations                                           (12)                        (12)

  Equity in net income of consolidated subsidiaries            $ 209                     $ (209)            -
                                                               ------      ------        ------        ------
                                                                                -

  Net income                                                   $ 209       $  209        $ (209)       $  209
                                                               ======      ======        ======        ======

</TABLE>

<PAGE>


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


                     CONSOLIDATING CONDENSED BALANCE SHEETS
                            AS OF SEPTEMBER 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                                 $  5          $ 76                         $ 81
    Accounts receivable, net                                   571           596                        1,167
    Inventories                                                215           395                          610
    Net assets of discontinued operations
       held for sale                                            50             -                           50
    Other current assets                                        70            70          $(12)           128
                                                            ------        ------        ------         ------
      Total current assets                                     911         1,137           (12)         2,036
  Facilities, net                                              483           888                        1,371
  Goodwill, net                                                132           783                          915
  Investment in subsidiaries                      $128           -             -          (128)            -
  Other assets                                                 454           190                          644
                                                  ----      ------        ------        ------         ------

      Total assets                                $128      $1,980       $ 2,998        $ (140)       $ 4,966
                                                  ====      ======       =======        ======        =======
  LIABILITIES AND STOCKHOLDERS' (DEFICIT)
    EQUITY
  Current liabilities:
    Loans payable to banks                                                  $ 80                        $  80
    Current maturities of long-term debt                      $ 26             2                           28
    Other current liabilities                                  956           774         $ (12)         1,718
                                                            ------        ------        ------         ------
      Total current liabilities                                982           856           (12)         1,826
  Long-term debt                                             2,071           483                        2,554
  Reserve for postretirement benefits                          195           203                          398
  Intercompany accounts, net                      $480         349          (829)                           -
  Other long-term liabilities                                  326           214                          540
                                                  ----      ------        ------        ------         ------
      Total liabilities                            480       3,923           927           (12)         5,318
                                                  ----      ------        ------        ------         ------
      Total stockholders' (deficit) equity        (352)     (1,943)        2,071          (128)          (352)
                                                  ----      ------        ------        ------         ------
      Total liabilities and stockholders'         $128      $1,980        $2,998        $ (140)       $ 4,966
         (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 NINE MONTHS ENDED SEPTEMBER 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                                            $257      $141          $116         $(257)         $257
   Adjustments to reconcile net income to net
   cash provided (used) by operations:

       Depreciation and amortization                        -        54           108                         162
       Other non-cash items                                           6             -                           6
       Equity in net income of subsidiaries              (257)                                  257             -
       Changes in assets and liabilities:
        Accounts receivable                                        (118)         (100)                       (218)
        Inventories                                                  26          (144)                       (118)
        Accounts payable and other accruals                 2        64             -                          66
        Other assets and liabilities                       (2)        1            56                          55
                                                         ----      ----          ----          ----          ----
   Net cash provided by continuing operations               -       174            36             -           210
   Net cash used by discontinued operations                         (13)            -                         (13)
                                                         ----      ----          ----          ----          ----
   Net cash provided by operating activities                -       161            36             -           197
                                                         ----      ----          ----          ----          ----
 Investing Activities:
     Purchase of property, plant and equipment                      (11)         (124)                       (135)
     Investments in affiliated companies and
       other businesses                                   (16)       16           (29)
                                                                                                              (29)
     Investments in computer software                               (27)          (19)                        (46)
     Other                                                           (5)           16                          11
                                                         ----      ----          ----          ----          ----
 Net cash used by investing activities                    (16)      (27)         (156)            -          (199)
                                                         ----      ----          ----          ----          ----
 Financing activities:
     Repayments of long-term debt                                   (47)           (4)                        (51)
     Net change in credit facility                                   36           156                         192
     Net change in other short-term debt                              -            (4)                         (4)
     Purchases of treasury stock                         (131)        -             -                        (131)
     Increase in loan from subsidiary                     129      (129)            -                           -
     Other                                                 18         -             -                          18
                                                         ----      ----          ----          ----          ----
 Net cash provided (used) by financing activities          16      (140)          148             -            24
                                                         ----      ----          ----          ----          ----
 Effect of exchange rate changes on cash and
   cash equivalents                                         -         -            (2)            -            (2)
                                                         ----      ----          ----          ----          ----
 Net increase (decrease) in cash and cash
   Equivalents                                              -       (6)            26             -            20
                                                         ----      ----          ----          ----          ----
 Cash and cash equivalents at beginning of
   Period                                                            11            50                          61
                                                         ----      ----          ----          ----          ----
 Cash and cash equivalents at end of period              $  -      $  5          $ 76          $  -          $ 81
                                                         ====      ====          ====          ====          ====

</TABLE>


<PAGE>


Note 7. Supplemental Consolidating Condensed Financial Information (continued)

<TABLE>


                 CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
                  FOR THE NINE MONTHS ENDED SEPTEMBER 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                                           $209         $209          $(209)         $209
    Adjustments to reconcile net income to net
      cash provided (used) by operations:
      Loss from discontinued operations                                 12                           12
      Depreciation and amortization                                    148                          148
      Other non-cash items                                               5                            5
      Equity in net income of subsidiary                 (209)           -            209             -
      Changes in assets and liabilities:
        Accounts receivable                                           (190)                        (190)
        Inventories                                                    (39)                         (39)
        Accounts payable and other accruals                             62                           62
        Other assets and liabilities                                    37                           37
                                                         ----         ----          -----          ----
Net cash provided by continuing operations                  -          244              -           244
Net cash used by discontinued operations                               (27)                         (27)
                                                         ----         ----          -----          ----
Net cash provided by operating activities                   -          217              -           217
                                                         ----         ----          -----          ----
    Purchase of property, plant and equipment                         (136)                        (136)
    Investments in affiliated companies and
       other businesses                                    (2)         (41)             2           (41)
    Investments in computer software                                   (57)                         (57)
    Acquisition of Armitage/Dolomite                                  (427)                        (427)
    Other                                                                8                            8
                                                         ----         ----          -----          ----
Net cash used by investing activities                      (2)        (653)             2          (653)
                                                         ----         ----          -----          ----
  Financing activities:
    Proceeds from issuance of long-term debt                           460                          460
    Repayments of long-term debt                                      (174)                        (174)
    Net change in credit facility                                      115                          115
    Net change in other short-term debt                                 13                           13
    Purchases of treasury stock                            (4)           -                           (4)
    Change in intercompany accounts, net                   (6)           6                            -
    Other                                                  12           (4)            (2)            6
                                                         ----         ----          -----          ----
Net cash provided by financing activities                   2          416             (2)          416
                                                         ----         ----          -----          ----
Effect of exchange rate changes on cash
   and cash equivalents                                                  -                            -
                                                         ----         ----          -----          ----
Net increase (decrease) in cash and
   cash equivalents                                         -          (20)             -           (20)
Cash and cash equivalents at beginning of period                        63                           63
                                                         ----         ----          -----          ----
Cash and cash equivalents at end of period               $  -         $ 43          $   -          $ 43
                                                         ====         ====          =====          ====
</TABLE>

<PAGE>


Note 8.  Segment Data
<TABLE>


                         Summary Segment and Income Data
                              (Dollars in millions)
                                   (Unaudited)

<CAPTION>
                                                       Three Months Ended           Nine Months Ended
                                                         September 30,                September 30,
                                                    -------------------------   --------------------------

                                                         2000          1999          2000           1999
                                                    ---------      --------     ---------        -------
<S>                                                <C>            <C>         <C>               <C>
Sales:
      Air Conditioning Systems and Services           $ 1,257       $ 1,179       $ 3,616        $ 3,309
      Plumbing Products                                   450           443         1,389          1,316
      Vehicle Control Systems                             254           255           824            811
                                                      -------       -------       -------        -------

                                                      $ 1,961       $ 1,877       $ 5,829        $ 5,436
                                                      =======       =======       =======        =======
Segment income:
      Air Conditioning Systems and Services             $ 162         $ 141         $ 430          $ 369
      Plumbing Products                                    40            42           130            122
      Vehicle Control Systems                              30            27           112            103
                                                      -------      --------     ---------        -------
                                                          232           210           672            594
Equity in net income of unconsolidated
       joint ventures                                       7             9            26             27
                                                      -------      --------     ---------        -------
                                                          239           219           698            621
Interest expense                                           51            47           149            141
Corporate and other expenses                               40            39           123            103
                                                      -------      --------     ---------        -------

Income from continuing operations
      before income taxes                            $    148         $ 133         $ 426          $ 377
                                                     ========      ========     =========        =======
</TABLE>



   For a  comparative  analysis of this  Summary  Segment and Income  Data,  see
   Management's  Discussion  and Analysis of  Financial  Position and Results of
   Operations.





<PAGE>


                          PART 1. FINANCIAL INFORMATION

     Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
     Results of Operations

     Results of  Operations  for the Third Quarter and First Nine Months of 2000
     Compared with the Third Quarter and First Nine Months of 1999

         The  Company  achieved  record  third  quarter  sales in 2000 of $1,961
   million, an increase of $84 million, or 4% (8% excluding  unfavorable foreign
   exchange  effects),  from $1,877 million in the third quarter of 1999.  Sales
   increased  7% for Air  Conditioning  Systems and Services and 2% for Plumbing
   Products, but were flat for Vehicle Control Systems.

         Segment  income for the third quarter of 2000 was also a record at $232
   million,  an increase of $22 million,  or 10% (14% excluding foreign exchange
   effects),  from $210  million in the third  quarter of 1999.  Segment  income
   increased 15% for Air  Conditioning  Systems and Services and 11% for Vehicle
   Control Systems, but declined 5% for Plumbing Products.

         Sales  for the  first  nine  months of 2000  were  $5,829  million,  an
   increase of $393 million,  or 7% (12% excluding  foreign  exchange  effects),
   from $5,436 million in the first nine months of 1999.  Sales increased 9% for
   Air Conditioning  Systems and Services,  6% for Plumbing  Products and 2% for
   Vehicle Control  Systems.  Segment income was $672 million for the first nine
   months of 2000, an increase of 13% (16% excluding the unfavorable  effects of
   foreign  exchange),  compared  with $594  million in the first nine months of
   1999. Segment income increased 17% for Air Conditioning Systems and Services,
   7% for Plumbing Products and 9% 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 for Air Conditioning Systems and Services were $1,257 million for
   the third  quarter  of 2000,  an  increase  of 7% (8%  excluding  unfavorable
   foreign  exchange  effects) from $1,179 million for the third quarter of 1999
   due to strong worldwide commercial business. Worldwide commercial applied and
   commercial  unitary  sales  increased  10% (12%  excluding  foreign  exchange
   effects)  due  to  significant  gains  in  the  U.S.  equipment  and  service
   businesses, as well as in the Far East. This double-digit growth globally was
   a strong  performance  relative to market  growth.  U.S.  sales of commercial
   products increased because of higher volumes,  reflecting  continued strength
   in the U.S.  replacement,  renovation and repair markets and increased market
   share,  which more than  offset the  effect of modest  slowing in  commercial
   construction.  Sales  benefited  from  expansion  of the  national and 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.  Sales outside the
   U.S., which are substantially  commercial,  improved significantly in the Far
   East  outside of China,  and grew  solidly in Latin  America and Europe which
   benefited from a new line of  high-efficiency  chillers.  The recovery in the
   Far East was driven  primarily by expansion of the global  accounts  business
   and stronger  markets.  Residential  sales in the U.S.,  which represent less
   than  12%  of  total  Company   sales,   declined   because  the  effects  of
   cooler-than-normal  weather in the  Midwest  and  Northeast  more than offset
   increases  in the  warmer  Sunbelt  markets.  In  addition,  1999  sales  had
   benefited  from a  warmer-than-normal  summer in most  areas of the U.S.  The
   residential  business  decline,  however,  was less than the  overall  market
   decline.  Sales for Air Conditioning  Systems and Services for the first nine
   months of 2000  increased  9% (12%  excluding  foreign  exchange  effects) to
   $3,616  million  from  $3,309  million  in the  first  nine  months  of 1999,
   primarily for the same reasons explaining the third quarter increase.
<PAGE>

         Segment income for Air Conditioning  Systems and Services increased 15%
   (with  little  effect from  foreign  exchange)  to $162  million in the third
   quarter  of 2000 from $141  million  in the 1999  third  quarter,  as margins
   improved from 12.0% to 12.9%.  This improvement was entirely  attributable to
   the global  commercial  business that benefited from increased  volume in the
   U.S.,  Far East and  Europe.  Segment  income  for the  residential  business
   declined  from  an  exceptionally  good  prior-year  performance,   primarily
   reflecting the effects of weather variations year-to-year. Segment income for
   the first nine months of 2000  increased  17% (with little  foreign  exchange
   effect) to $430  million  from $369 million in the first nine months of 1999.
   This  gain  resulted  essentially  for the  reasons  mentioned  for the third
   quarter increase and first-half  earnings gains for the residential  business
   which exceeded the third-quarter decline.

         Sales for  Plumbing  Products  increased 2% (8%  excluding  unfavorable
   foreign  exchange  effects) to $450 million in the third quarter of 2000 from
   $443  million  in the  third  quarter  of  1999,  primarily  as a  result  of
   improvements in Europe,  Asia and the Americas.  Excluding  foreign exchange,
   European sales  increased  primarily on higher volume,  reflecting  improving
   economic  conditions and market share gains.  The  continuing  improvement in
   Asian  economies  resulted in volume  increases in that  region,  including a
   small gain in China. Sales in the Americas increased despite a slowing in the
   U.S.  market.  U.S.  sales  increased,  with  fittings  sales up sharply  and
   fixtures  sales flat.  Latin American sales  increased  moderately.  Sales of
   Plumbing  Products  for the  first  nine  months  of 2000  increased  6% (12%
   excluding  foreign exchange effects) to $1,389 million from $1,316 million in
   the first nine months of 1999.  This increase was due principally to the same
   factors affecting  third-quarter sales, except that the U.S. market slow-down
   had little effect on first-half fixtures sales.

         Segment  income of Plumbing  Products for the third quarter of 2000 was
   $40 million,  a decrease of 5% (but an increase of 3%  excluding  unfavorable
   foreign  exchange  effects) from $42 million for the 1999 third quarter.  The
   increase (excluding foreign exchange) was principally  attributable to volume
   increases  in  Europe  and  the  Far  East  and in  U.S.  fittings.  European
   operations continue to benefit from the restructuring  implemented as part of
   a lower-cost  sourcing program.  In the Americas fixtures  business,  segment
   income and margins declined because its cost structure was adversely affected
   by higher  energy  costs,  currency  effects and higher  labor costs in Latin
   America.  Margin  expansion  was  achieved  in  Europe,  Asia and in the U.S.
   fittings  business,  but as a  result  of  the  degradation  in the  Americas
   fixtures business, overall margins declined from 9.5% in the third quarter of
   1999 to 8.9% in the third quarter of 2000.  Segment income for the first nine
   months of 2000 increased by 7% (11% excluding  foreign  exchange  effects) to
   $130 million  from $122 million for the first nine months of 1999,  primarily
   due to volume  increases and cost  improvements,  tempered  somewhat by lower
   third quarter results for the Americas fixtures business.

         Sales of Vehicle  Control  Systems  for the third  quarter of 2000 were
   flat at  $254  million,  but  increased  10%  excluding  unfavorable  foreign
   exchange effects.  The increase (excluding foreign exchange effects) resulted
   from improved market demand,  increased  penetration with core products,  new
   vehicle  control  system  products  (higher  content per  vehicle) and volume
   expansion in Asia.  Unit volumes of truck and bus production  increased 7% in
   Western  Europe in the third  quarter  of 2000  compared  with the 1999 third
   quarter. Additionally,  sales increased significantly in Brazil, primarily as
   a result of a sharp increase in that country's commercial vehicle production.
   Shipments of anti-lock  braking systems to the Company's U.S. braking systems
   joint venture  decreased 10% as U.S. truck production  declined 22%. Sales of
   Vehicle  Control Systems for the first nine months of 2000 were $824 million,
   an increase of 2% (12% excluding  unfavorable  foreign exchange effects) from
   $811  million  in the first nine  months of 1999  primarily  for the  reasons
   explaining the third quarter increase.
<PAGE>

         Segment  income for Vehicle  Control  Systems for the third  quarter of
   2000 increased $3 million ($7 million excluding  unfavorable foreign exchange
   effects) to $30 million from $27 million in the third  quarter of 1999.  This
   primarily  reflected  higher  volumes  in Europe  and Asia,  together  with a
   smaller gain in Brazil.  Margins  improved from 10.6% in the third quarter of
   1999 to 11.8% in the  third  quarter  of 2000.  Segment  income  for  Vehicle
   Control  Systems  for the  first  nine  months of 2000 was $112  million,  an
   increase of 9% (26% excluding unfavorable foreign exchange effects) from $103
   million in the first nine months of 1999,  principally  for the same  reasons
   cited for the third quarter increase.


   Other Summary Income Data Items

         Equity in net income of unconsolidated joint ventures was $7 million in
   the third  quarter of 2000,  compared  with $9  million  in the  year-earlier
   quarter,  and was $26 million in the first nine months of 2000  compared with
   $27 million in the 1999 nine months. This reflected 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.   Earnings  of  Air
   Conditioning Systems and Services' compressor manufacturing joint venture and
   the Company's  financial  services joint venture were  essentially  even with
   last year.

         Interest  expense  increased by $4 million in the third quarter of 2000
   and  by $8  million  in  the  first  nine  months  of  2000  compared  to the
   year-earlier  quarter and first nine months,  primarily due to higher average
   interest rates.  Corporate and other expenses  increased by $1 million in the
   third  quarter of 2000 and by $20  million  in the first nine  months of 2000
   compared to the year-earlier  quarter and first nine months.  These increases
   were  mainly  due  to:  increased  minority  interest  in  higher  income  of
   consolidated  joint  ventures;  transition  costs due to management  changes;
   increased  receivables  discount  fees paid to the financial  services  joint
   venture  as a result of  higher  sales;  and  higher  incentive  compensation
   accruals due to profitability improvement.

         The income tax  provision for the third quarter of 2000 was $59 million
   and for the first nine months of 2000 was $169  million,  or 39.75% of income
   from continuing operations,  compared with provisions of $55 million and $156
   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.

<PAGE>

   Liquidity and Capital Resources

         Net cash provided by operating activities,  after cash interest paid of
   $146  million,  was $197 million for the first nine months of 2000,  compared
   with net cash  provided of $217 million for the same period of 1999.  The $20
   million decrease resulted  primarily from an increase in net working capital.
   Accounts  receivable  and  inventories  increased in the first nine months of
   both  years,   primarily  reflecting  overall  growth  of  the  Company.  The
   receivables  increase  of $218  million in the first nine  months of 2000 was
   moderately larger than the nine-month 1999 increase of $190 million primarily
   because  of growth and a small  increase  in average  days  outstanding.  The
   inventory  increase in 2000 of $118 million was substantially  larger than in
   1999, as turnover was nine-tenths of a turn lower and reflected a decision to
   increase  certain air  conditioning  inventories to serve customers better in
   the North  American  market.  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 $164 million for the first
   nine months of 2000,  including  $29  million of  investments  in  affiliated
   companies and other  businesses.  This compared with capital  expenditures of
   $177  million in the 1999 period,  including  $41 million of  investments  in
   affiliated    companies   and   other    businesses    (but   excluding   the
   Armitage/Dolomite acquisition described below). The Company also invested $46
   million in computer software in the first nine months of 2000,  compared with
   $57  million in the 1999  period.  Additionally,  in the first nine months of
   2000, the Company  purchased  approximately  3.2 million shares of its common
   stock for $131 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.

         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 closed on November 6, 2000
   and completed the Company's exit from the medical business.

         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.  In
   September 2000, the 1997 Credit Agreement was amended to extend the Company's
   authorization  annually to  repurchase up to $100 million of its Common Stock
   beyond  July 9, 2001,  to expand the  Company's  authorization,  for  hedging
   purposes,  to enter into commodity  purchase or option  agreements and credit
   derivative  agreements,  and to increase  the amount of equity the Company is
   authorized to invest in its receivable financing venture.
<PAGE>

         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  September  30,  2000,  the Company had  borrowings  of $769 million
   outstanding under the Revolving Facilities.  There was $523 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
   $73 million available at September 30, 2000, under overdraft  facilities that
   can be  withdrawn  by the  banks at any  time.  In  addition,  the  Company's
   operations in China have $16 million  available under bank credit  facilities
   after  reduction for borrowings of $19 million and letters of credit usage of
   $20 million.

         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.  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.

         On May 28,  1999,  American  Standard  Inc.  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. The May 28, 1999 sale of
   Senior Notes,  which are not subject to redemption,  was made pursuant to the
   1998 Shelf Registration (see Note 4 of Notes to Financial  Statements).  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.

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

<PAGE>


   Information Concerning Forward-Looking Statements

         Certain of the  statements  contained  in this  report  (other than the
   historical financial data and other statements of historical fact) including,
   without  limitation,  statements as to management's  expectations and belief,
   are  forward-looking  statements.  Forward-looking  statements are made based
   upon  management's  good  faith  expectations  and belief  concerning  future
   developments  and their  potential  effect upon the Company.  There can be no
   assurance  that  future   developments   will  be  in  accordance  with  such
   expectations or that the effect of future developments on the Company will be
   those anticipated by management. Forward-looking statements can be identified
   by the  use of  words  such  as  "believe,"  "expect,"  "plans,"  "strategy,"
   "prospects,"  "estimate," "project,"  "anticipate" and other words of similar
   meaning in  connection  with a  discussion  of future  operating or financial
   performance.  This Report on Form 10-Q includes  important  information as to
   risk  factors  in the  "Notes to  Financial  Statements"  under the  headings
   "Restructuring  and Asset Impairment  Charges," "Tax Matters," and "Impact of
   Recently Issued Accounting Standards" and in the section titled "Management's
   Discussion  and Analysis of Results of Operations  and  Financial  Position."
   Many important  factors could cause actual results to differ  materially from
   management's  expectations,  including the level of construction  activity in
   the Company's Air Conditioning  Systems and Services' and Plumbing  Products'
   markets;  the  timing  of  completion  and  success  in the  start-up  of new
   production facilities;  changes in U.S. or international economic conditions,
   such  as  inflation  or  interest  rate  fluctuations  or  recessions  in the
   Company's  markets;  pricing changes to the Company's supplies or products or
   those of its  competitors,  and other  competitive  pressures  on pricing and
   sales; labor relations;  integration of acquired businesses;  risks generally
   relating to the Company's international  operations,  including governmental,
   regulatory or political  changes;  changes in environmental,  health or other
   regulations  that  may  affect  one or  more  of the  Company's  products  or
   potential  products and the inability to obtain regulatory  approvals for one
   or more of the  Company's  potential  products;  changes in laws or different
   interpretations  of laws including the risk that German judicial  authorities
   will  disagree  with  the  opinions  of the  Company's  German  tax  counsel;
   transactions or other events affecting the need for, timing and extent of the
   Company's  capital  expenditures;  the  extent  of and the costs at which the
   Company effects  repurchases of its common stock; and the extent to which the
   Company reduces outstanding debt.


                           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 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
   September 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)









November 14, 2000



<PAGE>


                        AMERICAN STANDARD COMPANIES INC.

                                INDEX TO EXHIBITS



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



 Exhibit No. Description
 ----------  -----------
   (4) (i)   Form of Sixth  Amendment  dated as of September  25, 2000 to the
             Amended and Restated  Credit  Agreement  dated as of January 31,
             1997 among the  Company,  certain  subsidiaries  of the Company,
             the   financial   institutions   party  thereto  and  the  Chase
             Manhattan Bank, as Administrative Agent; filed herewith.

    (12)     Ratio of Earnings to Fixed Charges

    (27)     Financial Data Schedule