UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): February 6, 1998



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



                        AMERICAN STANDARD COMPANIES INC.
             (Exact name of registrant as specified in its charter)



     Delaware                         1-11415               13-3465896
(State or other jurisdiction of   (Commission File No.)  (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

<PAGE>


ITEM 5. OTHER EVENTS

Adoption of New Accounting Pronouncement:

         Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("FAS 128"), which simplifies
the standards for computing  earnings per share,  requires the  presentation  of
basic and diluted per share  amounts on the income  statement  and  requires the
restatement of all prior periods  presented.  Adoption of FAS 128 did not have a
significant  effect on previously  reported per share amounts.  By press release
dated February 3, 1998,  the Company  announced its earnings for the quarter and
full year ended  December  31,  1997,  with per share  amounts  for all  periods
presented in  conformity  with FAS 128.  Such press release has been filed as an
exhibit to a Current Report on Form 8-K dated February 8, 1998.

     The Company  completed  an initial  public  offering of its common stock in
February 1995, and in conjunction therewith granted stock options. Prior thereto
the Company  had a simple  capital  structure  with no  securities  constituting
common stock equivalents.  Therefore,  for the years 1992, 1993 and 1994 (all of
which resulted in net losses),  the previously  reported loss per share for each
of those years would be unchanged  under FAS 128, with basic and diluted amounts
being the same. For 1995, the previously  reported  income before  extraordinary
item of $1.90 per share would be restated to report  basic and diluted  earnings
before extraordinary item of $1.90 and $1.87 per share, respectively; net income
per share of $1.50 would be restated to report  basic and diluted  earnings  per
share of $1.50  and  $1.47,  respectively.  Basic  earnings  per  share  for all
quarters  of 1995 are  equal to the  previously  reported  earnings  per  share.
Diluted  earnings per share for the first and fourth  quarters of 1995 are equal
to basic earnings per share for such quarters,  while for each of the second and
third  quarters  of 1995  diluted  earnings  per share are $.01 lower than basic
earnings  per share.  Similarly,  for the second,  third and fourth  quarters of
1996,  diluted earnings per share are,  respectively,  $.01, $.02 and $.01 lower
than basic earnings per share.


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                                AMERICAN STANDARD COMPANIES INC.


                                             G. Ronald Simon____________________
                                            Title: Vice President and Controller




DATE: February 10, 1998
[{"type": "8-K", "sequence": "1", "description": "AMERICAN STANDARD COMPANIES 8-K", "secsgml_size_bytes": 3830}]
{"company-data": {"conformed-name": "AMERICAN STANDARD COMPANIES INC", "cik": "0000836102", "assigned-sic": "3585", "irs-number": "133465896", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11415", "film-number": "98529265"}, "business-address": {"street1": "ONE CENTENNIAL AVENUE", "street2": "P O BOX 6820", "city": "PISCATAWAY", "state": "NJ", "zip": "08855-6820", "phone": "9089806000"}, "mail-address": {"street1": "1114 AVENUE OF THE AMERICAS", "street2": "ONE CENTENNIAL AVENUE", "city": "PISCATAWAY", "state": "NJ", "zip": "08855-6820"}, "former-company": {"former-conformed-name": "ASI HOLDING CORP", "date-changed": "19941114"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 6, 1998

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

                        AMERICAN STANDARD COMPANIES INC.
             (Exact name of registrant as specified in its charter)

     Delaware                         1-11415               13-3465896
(State or other jurisdiction of   (Commission File No.)  (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
ITEM 5. OTHER EVENTS

Adoption of New Accounting Pronouncement:

         Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("FAS 128"), which simplifies
the standards for computing  earnings per share,  requires the  presentation  of
basic and diluted per share  amounts on the income  statement  and  requires the
restatement of all prior periods  presented.  Adoption of FAS 128 did not have a
significant  effect on previously  reported per share amounts.  By press release
dated February 3, 1998,  the Company  announced its earnings for the quarter and
full year ended  December  31,  1997,  with per share  amounts  for all  periods
presented in  conformity  with FAS 128.  Such press release has been filed as an
exhibit to a Current Report on Form 8-K dated February 8, 1998.

     The Company  completed  an initial  public  offering of its common stock in
February 1995, and in conjunction therewith granted stock options. Prior thereto
the Company  had a simple  capital  structure  with no  securities  constituting
common stock equivalents.  Therefore,  for the years 1992, 1993 and 1994 (all of
which resulted in net losses),  the previously  reported loss per share for each
of those years would be unchanged  under FAS 128, with basic and diluted amounts
being the same. For 1995, the previously  reported  income before  extraordinary
item of $1.90 per share would be restated to report  basic and diluted  earnings
before extraordinary item of $1.90 and $1.87 per share, respectively; net income
per share of $1.50 would be restated to report  basic and diluted  earnings  per
share of $1.50  and  $1.47,  respectively.  Basic  earnings  per  share  for all
quarters  of 1995 are  equal to the  previously  reported  earnings  per  share.
Diluted  earnings per share for the first and fourth  quarters of 1995 are equal
to basic earnings per share for such quarters,  while for each of the second and
third  quarters  of 1995  diluted  earnings  per share are $.01 lower than basic
earnings  per share.  Similarly,  for the second,  third and fourth  quarters of
1996,  diluted earnings per share are,  respectively,  $.01, $.02 and $.01 lower
than basic earnings per share.
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                AMERICAN STANDARD COMPANIES INC.

                                             G. Ronald Simon____________________
                                            Title: Vice President and Controller

DATE: February 10, 1998