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): December 22, 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 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On February 2, 1999, American Standard Companies Inc. (the "Company" or
"American  Standard")  announced that it had acquired the Bathrooms  Division of
Blue Circle  Industries PLC, a manufacturer of ceramic  sanitaryware,  brassware
and integrated  plumbing systems,  for an aggregate purchase price of (pound)253
million  (approximately $417 million) in cash. The transaction was structured as
a  sale  of all of the  capital  stock  and  related  rights  of  four  indirect
wholly-owned  subsidiaries of the seller,  Blue Circle  Industries PLC, to three
indirect  wholly-owned  subsidiaries of American  Standard.  The acquisition was
paid for with the  proceeds of  borrowings  under the  Company's  $1.75  billion
Credit  Agreement (see Item 5 (a) below  concerning  the Credit  Agreement and a
recent  amendment  thereto).  The  acquired  business  for  1997  had  sales  of
(pound)172  million  (approximately  $283  million at January 31, 1999  exchange
rates) and assets of (pound)141 million  (approximately  $232 million at January
31, 1999 exchange  rates).  The acquired  business has 3 major  facilities and 9
smaller  facilities,  located  in the United  Kingdom  and  Italy,  and  employs
approximately  3,200  people.  The primary  markets for its  products are in the
United Kingdom, Italy, Ireland and Germany.

         Temporary  refinancing of $60 million of the  indebtedness  incurred to
fund the acquisition has been obtained pursuant to a short-term Credit Agreement
dated as of February 2, 1999 between American Standard Companies Inc.,  American
Standard Inc. and Goldman Sachs Credit Partners L.P. (the "Temporary Facility").
The  indebtedness  under the  Temporary  Facility  is senior  unsecured  debt of
American  Standard Inc., and is guaranteed by American  Standard  Companies Inc.
Interest accrues on the amount borrowed under the Temporary Facility at the rate
of 7-3/8%  per  annum  until  March 22,  1999 and at rates  that  increase  on a
quarterly basis  thereafter.  It is anticipated  that the outstanding  principal
amount under the  Temporary  Facility will be repaid with proceeds from the sale
of debt  securities to be offered to the public from time to time  following the
effectiveness  of  a  shelf  registration  statement  covering  such  securities
currently on file with the Securities and Exchange Commission.


ITEM 5. OTHER EVENTS

(a)      Amendment to Credit Agreement.

         As of December  22,  1998,  the Company  completed  an  amendment  (the
"Amendment") to its $1.75 billion Credit  Agreement dated as of January 31, 1997
among American Standard Companies Inc.,  American Standard Inc., the Lenders and
Agents named therein and The Chase Manhattan Bank as  Administrative  Agent (the
"Credit  Agreement").  The Amendment  amends the Credit  Agreement,  among other
things, principally (i) to permit American Standard to issue up to an additional
$500 million in aggregate  principal amount of senior or subordinated  unsecured
debt securities and (ii) 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  principally 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 Blue Circle  Industries'  Bathrooms  Division.  A copy of the
Amendment is filed as an exhibit to this Report.

<PAGE>



(b) 1998 Operating Results.

      On February 4, 1999,  American Standard  Companies Inc. announced that for
the year ended  December  31, 1998,  income  before  extraordinary  item was $34
million, or $.46 per diluted share. This result included  restructuring  charges
of $200 million ($186 million net of tax benefits,  or $2.52 per diluted share).
This  compares with 1997 income before  extraordinary  item of $120 million,  or
$1.57 per diluted  share,  including  a  write-off  of  purchased  research  and
development costs of $90 million ($1.19 per diluted share) on which there was no
tax benefit.  Excluding such restructuring charges and write-off,  income before
extraordinary  item  increased  5% to $220  million in 1998 from $210 million in
1997.

     These  results  were  accomplished   through  strong   performance  by  the
Automotive  Products  and  Worldwide  Unitary Air  Conditioning  businesses  and
continued  improvement  in the  Americas  Plumbing  Products  business,  despite
continued  economic weakness in the Far East, global pricing pressure in Applied
Air Conditioning and an increase in our effective income tax rate.

     In  accordance  with the segment  disclosure  requirements  of Statement of
Financial  Accounting  Standards  No.  131,  the  Company has changed its public
reporting to reflect its operating management reporting. Accordingly, items such
as  restructuring  charges in 1998 and the  write-off of purchased  research and
development in 1997 are excluded from segment  operating  income.  The following
discussion reflects those changes.

     Total sales for 1998 were a record $6.7 billion, up 11% from last year (13%
excluding  $110  million   unfavorable  foreign  exchange  effect).  To  enhance
comparability,  the following  discussion describes the change in sales from the
prior year with and without foreign exchange effects.

o    Air  Conditioning  Products  sales  increased  10%  to  $3.9  billion  (12%
     excluding  foreign exchange  effects).  Excluding foreign exchange effects,
     Worldwide  Applied Systems sales  increased 10% to $2.0 billion  reflecting
     strong growth in the U.S., driven by continued  expansion of the commercial
     sales and service operations and increased  equipment sales,  partly offset
     by the effects of  competitive  pricing  pressures on  chillers.  Overseas,
     increased Applied Systems sales in most regions were  substantially  offset
     by lower volumes in the Far East. Worldwide Unitary Systems sales increased
     14% to $1.9  billion,  primarily  reflecting  strong new  construction  and
     increased replacement demand due to warmer than normal weather in the U. S.
     Overseas,  improved sales of unitary  products were led by strong increases
     in Europe and Latin America.

o    Plumbing  Products sales increased 5% to $1.5 billion (9% excluding foreign
     exchange  effects).  Excluding  foreign  exchange  effects,  sales  in  the
     Americas rose 17% due to strong U.S. markets and market share gains in both
     the  wholesale  and  expanding  retail  distribution  channels  as  well as
     increases  in  Mexico.  Sales  in  Europe  and the Far  East  increased  4%
     principally   because  of  the  effect  of  consolidating  the  results  of
     operations in China since November 1997.

<PAGE>

o    Automotive  Products  sales  increased  16% to $1.1 billion (18%  excluding
     foreign  exchange  effects).  This increase was driven by continued  strong
     European  commercial  vehicle  production  and higher  product  content per
     vehicle.  In addition,  sales of  anti-lock  braking  systems  (ABS) to the
     Company's U. S. joint venture with Meritor  Automotive,  Inc.  doubled from
     the prior year,  reflecting both the phase-in of regulations  requiring ABS
     on all new  heavy-duty  trucks and trailers and strong  commercial  vehicle
     production.

o    Medical  Systems  sales were $98 million for the full year 1998 compared to
     $50 million  reported for the six months last year  following  the June 30,
     1997 acquisition of the medical diagnostic businesses.


     Operating  income increased 4% to $637 million in 1998 from $612 million in
1997 (6%  excluding a $10  million  unfavorable  foreign  exchange  effect).  To
enhance  comparability,   the  following  discussion  describes  the  change  in
operating  income  from the prior year with and  without  the effects of foreign
exchange.


o    Air Conditioning Products operating income was $386 million, the same level
     as in 1997, but increased 1% excluding foreign exchange  effects.  Gains in
     the  Worldwide  Unitary  Systems were  substantially  offset by declines in
     Worldwide Applied Systems. The performance improvement in Worldwide Unitary
     Systems principally reflects U.S. volume and margin increases.  The decline
     in Worldwide  Applied  Systems  reflects  global  pricing  pressure,  lower
     volumes in the Far East and a strike at the Lexington air handling products
     facility in the first quarter.

o    Plumbing Products  operating income was $119 million,  the same level as in
     1997, but increased 5% excluding foreign exchange effects. Operating income
     increased in the Americas due to higher volume and the benefits of low-cost
     sourcing.  This was offset primarily by the continued  economic weakness in
     the Far East and restructuring related inefficiencies in Europe.

o    Automotive  Products  operating  income  increased 17% to $153 million (22%
     excluding  foreign exchange  effects).  Significantly  increased volume and
     improved  margins in  European  operations  were  partly  offset by reduced
     income in Brazil and start-up  costs of a  majority-owned  joint venture in
     the U.S.

o    Medical  Systems  incurred an operating loss in 1998 of $21 million, 
     compared with  an  operating  loss  in 1997 of $20  million,  reflecting
     continued  high development costs.

     Equity in net income of  unconsolidated  joint  ventures  increased  to $27
million  from $12  million in 1997,  primarily  as a result of strong  growth in
Automotive  Products' U.S. joint venture and increased income from the Company's
financing joint venture.

     In 1998 the Company  committed to  restructuring  plans designed to achieve
lower product costs and improved operating efficiency.  Accordingly, the Company
recorded  charges  totaling  $200  million  ($186  million net of tax  benefits)
comprised  of  $185  for  Plumbing  Products  and  $15  million  for  its  other
businesses. The Plumbing Products charge includes costs related to
<PAGE>


the  closure of five  plants in Europe and two in North  America,  a loss on the
sale of the French  plumbing  distribution  operations  and write-off of related
goodwill.  The charges in the other  businesses  are  principally  for  facility
closures and work force reductions.

     Interest  expense of $188 million was $4 million lower than the prior year,
due to lower average interest rates achieved through  refinancings  completed in
early  1998,  which  offset  the effect of  increased  debt  arising  from share
repurchases and the acquisition of the medical diagnostic business in June 1997.

     Corporate and other  expenses of $110 million were $5 million  greater than
the prior  year  mainly due to  increased  fees  associated  with  selling  U.S.
receivables to the Company's financial services joint venture.

     Income taxes on income before  extraordinary item reflect an unusually high
effective rate in 1998 and 1997 primarily because there is little tax benefit on
the  restructuring  charges in 1998 and no benefit on the write-off of purchased
research and development in 1997.  Excluding the special charges,  the effective
income  tax  rates  were  40.0% in 1998 and 35.8% in 1997.  The lower  1997 rate
resulted from the utilization of certain  previously  unrecognized tax benefits.
No similar benefits were available in 1998.

     In connection with the retirement of debt in 1998, the Company  incurred an
extraordinary  charge  of $50  million,  net of  income  taxes,  including  call
premiums and the write-off of unamortized debt issuance costs.


<PAGE>
<TABLE>
<CAPTION>



                        AMERICAN STANDARD COMPANIES INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

In millions except                                       Year Ended December 31,
Per share data                                                 1998         1997
                                                         ------------ ----------
<S>                                                    <C>           <C>    
Sales
      Air Conditioning Products                              $3,940     $ 3,567 
      Plumbing Products                                       1,510       1,439 
      Automotive Products                                     1,106         952 
      Medical Systems                                            98          50 
                                                         ----------   ---------  
                                                            $ 6,654     $ 6,008 
                                                         ==========   =========

Segment operating income (loss)
      Air Conditioning Products (a)                           $ 386       $ 386 
      Plumbing Products                                         119         119 
      Automotive Products                                       153         127 
      Medical Systems                                           (21)        (20)
                                                         ----------   ---------
                                                                637         612 

Equity in net income of unconsolidated joint ventures            27          12 
Restructuring expenses (b)                                      200           - 
Write-off of purchased research and development (b)               -          90 
Interest expense                                                188         192 
Corporate and other expenses                                    110         105 
                                                         ----------   ---------

Income before income taxes and extraordinary item               166         237 
Income taxes                                                    132         117 
                                                         ----------   ---------
Income before extraordinary item                                 34         120 
Extraordinary loss on retirement of debt, net of tax             50          24 
                                                         ----------   ---------
Net income (loss)                                             $ (16)      $  96 
                                                         ==========   =========

Per common share:
   Basic:
      Income before extraordinary item                       $ 0.47       $1.62 
      Extraordinary loss on retirement of debt,
      net of tax                                               0.70        0.32 
                                                         ----------   ---------
      Net income (loss)                                      $(0.23)      $1.30 
                                                         ==========   =========

   Diluted:
      Income before extraordinary item                       $ 0.46       $0.57 
      Extraordinary loss on retirement of debt,
      net of tax                                               0.68        0.31 
                                                         ----------   ---------
      Net income (loss)                                      $(0.22)      $1.26 
                                                         ==========   =========
Average outstanding common shares - basic                      71.7        73.8 
Average outstanding common shares - diluted                    73.7        76.2 
<FN>
(a)   Financing  fees  paid  by  Air  Conditioning  to the  Company's  financial
      services  joint  venture  of  $23  in  1998  and  $22 in  1997  have  been
      reclassified  to  Corporate  expenses  upon  adoption  of the new  segment
      reporting standard as of December 31, 1998.
(b)   Restructuring expenses in 1998 include:  Plumbing, $185; Air Conditioning,
      $7; Automotive, $5; and Medical, $3. In 1997 purchased in-process research
      and  development was written off in connection with the acquisition of the
      medical diagnostics business.
</FN>
</TABLE>
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION  AND EXHIBITS.

(a)  Financial   Statements  of  Business  Acquired.   No  financial   statement
information  is  required to be  reported  by the  Company  with  respect to the
business  acquisition  reported  in  Item  2  of  this  Report  as  the  subject
acquisition does not meet any of the significance tests pursuant to Rule 3-05(b)
of Regulation S-X.

            (b)  Pro  Forma  Financial  Information.   No  Pro  Forma  financial
information  is  required to be  reported  by the  Company  with  respect to the
business  acquisition  reported  in  Item  2  of  this  Report  as  the  subject
acquisition does not meet any of the  significance  tests pursuant to Article 11
of Regulation S-X.

            (c) Exhibits.

2     Share  Purchase  Agreement  dated  February  2, 1999 among Blue
      Circle  Industries  PLC; Blue Circle  Bathrooms  Limited;  Blue
      Circle  Home   Products   BV;   Blue   Circle   Home   Products
      Betteilligungs-GmbH  and Ideal Standard Limited; Ideal Standard
      S.r.l.;  WABCO  Standard  GmbH and US Plumbing  Products  Inc.;
      Ideal Standard IBV Limited; WABCO Standard Export Inc.


4     Fourth  Amendment to Credit  Agreement dated as of December 22,
      1998 to the Amended and Restated  Credit  Agreement dated as of
      January  31,  1997  among  American  Standard  Companies  Inc.,
      American  Standard  Inc.,  certain   subsidiaries  of  American
      Standard  Inc.,  the Lenders and Agents  named  therein and The
      Chase Manhattan Bank as Administrative Agent.



         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  management's  expectations  or that the effect of future
developments  on the  Company  will be those  anticipated  by  management.  Many
important   factors  could  cause  actual  results  to  differ  materially  from
management's  expectations,  including the level of new construction activity in
the Company's Air Conditioning  Products' 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  products  or those  of its  competitors,  and  other
competitive pressures on pricing and sales;  integration of acquired businesses;
risks generally relating to the Company's international operations, including
governmental,  regulatory or political changes; and transactions or other events
affecting the need for, timing and extent of the Company's capital expenditures.
<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.


                                                          By /s/ G. Ronald Simon


                                                           Name: G. Ronald Simon
                                            Title: Vice President and Controller




DATE: February 12, 1999
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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): December 22, 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 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On February 2, 1999, American Standard Companies Inc. (the "Company" or
"American  Standard")  announced that it had acquired the Bathrooms  Division of
Blue Circle  Industries PLC, a manufacturer of ceramic  sanitaryware,  brassware
and integrated  plumbing systems,  for an aggregate purchase price of (pound)253
million  (approximately $417 million) in cash. The transaction was structured as
a  sale  of all of the  capital  stock  and  related  rights  of  four  indirect
wholly-owned  subsidiaries of the seller,  Blue Circle  Industries PLC, to three
indirect  wholly-owned  subsidiaries of American  Standard.  The acquisition was
paid for with the  proceeds of  borrowings  under the  Company's  $1.75  billion
Credit  Agreement (see Item 5 (a) below  concerning  the Credit  Agreement and a
recent  amendment  thereto).  The  acquired  business  for  1997  had  sales  of
(pound)172  million  (approximately  $283  million at January 31, 1999  exchange
rates) and assets of (pound)141 million  (approximately  $232 million at January
31, 1999 exchange  rates).  The acquired  business has 3 major  facilities and 9
smaller  facilities,  located  in the United  Kingdom  and  Italy,  and  employs
approximately  3,200  people.  The primary  markets for its  products are in the
United Kingdom, Italy, Ireland and Germany.

         Temporary  refinancing of $60 million of the  indebtedness  incurred to
fund the acquisition has been obtained pursuant to a short-term Credit Agreement
dated as of February 2, 1999 between American Standard Companies Inc.,  American
Standard Inc. and Goldman Sachs Credit Partners L.P. (the "Temporary Facility").
The  indebtedness  under the  Temporary  Facility  is senior  unsecured  debt of
American  Standard Inc., and is guaranteed by American  Standard  Companies Inc.
Interest accrues on the amount borrowed under the Temporary Facility at the rate
of 7-3/8%  per  annum  until  March 22,  1999 and at rates  that  increase  on a
quarterly basis  thereafter.  It is anticipated  that the outstanding  principal
amount under the  Temporary  Facility will be repaid with proceeds from the sale
of debt  securities to be offered to the public from time to time  following the
effectiveness  of  a  shelf  registration  statement  covering  such  securities
currently on file with the Securities and Exchange Commission.

ITEM 5. OTHER EVENTS

(a)      Amendment to Credit Agreement.

         As of December  22,  1998,  the Company  completed  an  amendment  (the
"Amendment") to its $1.75 billion Credit  Agreement dated as of January 31, 1997
among American Standard Companies Inc.,  American Standard Inc., the Lenders and
Agents named therein and The Chase Manhattan Bank as  Administrative  Agent (the
"Credit  Agreement").  The Amendment  amends the Credit  Agreement,  among other
things, principally (i) to permit American Standard to issue up to an additional
$500 million in aggregate  principal amount of senior or subordinated  unsecured
debt securities and (ii) 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  principally 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 Blue Circle  Industries'  Bathrooms  Division.  A copy of the
Amendment is filed as an exhibit to this Report.
(b) 1998 Operating Results.

      On February 4, 1999,  American Standard  Companies Inc. announced that for
the year ended  December  31, 1998,  income  before  extraordinary  item was $34
million, or $.46 per diluted share. This result included  restructuring  charges
of $200 million ($186 million net of tax benefits,  or $2.52 per diluted share).
This  compares with 1997 income before  extraordinary  item of $120 million,  or
$1.57 per diluted  share,  including  a  write-off  of  purchased  research  and
development costs of $90 million ($1.19 per diluted share) on which there was no
tax benefit.  Excluding such restructuring charges and write-off,  income before
extraordinary  item  increased  5% to $220  million in 1998 from $210 million in
1997.

     These  results  were  accomplished   through  strong   performance  by  the
Automotive  Products  and  Worldwide  Unitary Air  Conditioning  businesses  and
continued  improvement  in the  Americas  Plumbing  Products  business,  despite
continued  economic weakness in the Far East, global pricing pressure in Applied
Air Conditioning and an increase in our effective income tax rate.

     In  accordance  with the segment  disclosure  requirements  of Statement of
Financial  Accounting  Standards  No.  131,  the  Company has changed its public
reporting to reflect its operating management reporting. Accordingly, items such
as  restructuring  charges in 1998 and the  write-off of purchased  research and
development in 1997 are excluded from segment  operating  income.  The following
discussion reflects those changes.

     Total sales for 1998 were a record $6.7 billion, up 11% from last year (13%
excluding  $110  million   unfavorable  foreign  exchange  effect).  To  enhance
comparability,  the following  discussion describes the change in sales from the
prior year with and without foreign exchange effects.

o    Air  Conditioning  Products  sales  increased  10%  to  $3.9  billion  (12%
     excluding  foreign exchange  effects).  Excluding foreign exchange effects,
     Worldwide  Applied Systems sales  increased 10% to $2.0 billion  reflecting
     strong growth in the U.S., driven by continued  expansion of the commercial
     sales and service operations and increased  equipment sales,  partly offset
     by the effects of  competitive  pricing  pressures on  chillers.  Overseas,
     increased Applied Systems sales in most regions were  substantially  offset
     by lower volumes in the Far East. Worldwide Unitary Systems sales increased
     14% to $1.9  billion,  primarily  reflecting  strong new  construction  and
     increased replacement demand due to warmer than normal weather in the U. S.
     Overseas,  improved sales of unitary  products were led by strong increases
     in Europe and Latin America.

o    Plumbing  Products sales increased 5% to $1.5 billion (9% excluding foreign
     exchange  effects).  Excluding  foreign  exchange  effects,  sales  in  the
     Americas rose 17% due to strong U.S. markets and market share gains in both
     the  wholesale  and  expanding  retail  distribution  channels  as  well as
     increases  in  Mexico.  Sales  in  Europe  and the Far  East  increased  4%
     principally   because  of  the  effect  of  consolidating  the  results  of
     operations in China since November 1997.
o    Automotive  Products  sales  increased  16% to $1.1 billion (18%  excluding
     foreign  exchange  effects).  This increase was driven by continued  strong
     European  commercial  vehicle  production  and higher  product  content per
     vehicle.  In addition,  sales of  anti-lock  braking  systems  (ABS) to the
     Company's U. S. joint venture with Meritor  Automotive,  Inc.  doubled from
     the prior year,  reflecting both the phase-in of regulations  requiring ABS
     on all new  heavy-duty  trucks and trailers and strong  commercial  vehicle
     production.

o    Medical  Systems  sales were $98 million for the full year 1998 compared to
     $50 million  reported for the six months last year  following  the June 30,
     1997 acquisition of the medical diagnostic businesses.

     Operating  income increased 4% to $637 million in 1998 from $612 million in
1997 (6%  excluding a $10  million  unfavorable  foreign  exchange  effect).  To
enhance  comparability,   the  following  discussion  describes  the  change  in
operating  income  from the prior year with and  without  the effects of foreign
exchange.

o    Air Conditioning Products operating income was $386 million, the same level
     as in 1997, but increased 1% excluding foreign exchange  effects.  Gains in
     the  Worldwide  Unitary  Systems were  substantially  offset by declines in
     Worldwide Applied Systems. The performance improvement in Worldwide Unitary
     Systems principally reflects U.S. volume and margin increases.  The decline
     in Worldwide  Applied  Systems  reflects  global  pricing  pressure,  lower
     volumes in the Far East and a strike at the Lexington air handling products
     facility in the first quarter.

o    Plumbing Products  operating income was $119 million,  the same level as in
     1997, but increased 5% excluding foreign exchange effects. Operating income
     increased in the Americas due to higher volume and the benefits of low-cost
     sourcing.  This was offset primarily by the continued  economic weakness in
     the Far East and restructuring related inefficiencies in Europe.

o    Automotive  Products  operating  income  increased 17% to $153 million (22%
     excluding  foreign exchange  effects).  Significantly  increased volume and
     improved  margins in  European  operations  were  partly  offset by reduced
     income in Brazil and start-up  costs of a  majority-owned  joint venture in
     the U.S.

o    Medical  Systems  incurred an operating loss in 1998 of $21 million, 
     compared with  an  operating  loss  in 1997 of $20  million,  reflecting
     continued  high development costs.

     Equity in net income of  unconsolidated  joint  ventures  increased  to $27
million  from $12  million in 1997,  primarily  as a result of strong  growth in
Automotive  Products' U.S. joint venture and increased income from the Company's
financing joint venture.

     In 1998 the Company  committed to  restructuring  plans designed to achieve
lower product costs and improved operating efficiency.  Accordingly, the Company
recorded  charges  totaling  $200  million  ($186  million net of tax  benefits)
comprised  of  $185  for  Plumbing  Products  and  $15  million  for  its  other
businesses. The Plumbing Products charge includes costs related to
the  closure of five  plants in Europe and two in North  America,  a loss on the
sale of the French  plumbing  distribution  operations  and write-off of related
goodwill.  The charges in the other  businesses  are  principally  for  facility
closures and work force reductions.

     Interest  expense of $188 million was $4 million lower than the prior year,
due to lower average interest rates achieved through  refinancings  completed in
early  1998,  which  offset  the effect of  increased  debt  arising  from share
repurchases and the acquisition of the medical diagnostic business in June 1997.

     Corporate and other  expenses of $110 million were $5 million  greater than
the prior  year  mainly due to  increased  fees  associated  with  selling  U.S.
receivables to the Company's financial services joint venture.

     Income taxes on income before  extraordinary item reflect an unusually high
effective rate in 1998 and 1997 primarily because there is little tax benefit on
the  restructuring  charges in 1998 and no benefit on the write-off of purchased
research and development in 1997.  Excluding the special charges,  the effective
income  tax  rates  were  40.0% in 1998 and 35.8% in 1997.  The lower  1997 rate
resulted from the utilization of certain  previously  unrecognized tax benefits.
No similar benefits were available in 1998.

     In connection with the retirement of debt in 1998, the Company  incurred an
extraordinary  charge  of $50  million,  net of  income  taxes,  including  call
premiums and the write-off of unamortized debt issuance costs.
AMERICAN STANDARD COMPANIES INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

In millions except                                       Year Ended December 31,
Per share data                                                 1998         1997
                                                         ------------ ----------
Sales
      Air Conditioning Products                              $3,940     $ 3,567 
      Plumbing Products                                       1,510       1,439 
      Automotive Products                                     1,106         952 
      Medical Systems                                            98          50 
                                                         ----------   ---------  
                                                            $ 6,654     $ 6,008 
                                                         ==========   =========

Segment operating income (loss)
      Air Conditioning Products (a)                           $ 386       $ 386 
      Plumbing Products                                         119         119 
      Automotive Products                                       153         127 
      Medical Systems                                           (21)        (20)
                                                         ----------   ---------
                                                                637         612 

Equity in net income of unconsolidated joint ventures            27          12 
Restructuring expenses (b)                                      200           - 
Write-off of purchased research and development (b)               -          90 
Interest expense                                                188         192 
Corporate and other expenses                                    110         105 
                                                         ----------   ---------

Income before income taxes and extraordinary item               166         237 
Income taxes                                                    132         117 
                                                         ----------   ---------
Income before extraordinary item                                 34         120 
Extraordinary loss on retirement of debt, net of tax             50          24 
                                                         ----------   ---------
Net income (loss)                                             $ (16)      $  96 
                                                         ==========   =========

Per common share:
   Basic:
      Income before extraordinary item                       $ 0.47       $1.62 
      Extraordinary loss on retirement of debt,
      net of tax                                               0.70        0.32 
                                                         ----------   ---------
      Net income (loss)                                      $(0.23)      $1.30 
                                                         ==========   =========

   Diluted:
      Income before extraordinary item                       $ 0.46       $0.57 
      Extraordinary loss on retirement of debt,
      net of tax                                               0.68        0.31 
                                                         ----------   ---------
      Net income (loss)                                      $(0.22)      $1.26 
                                                         ==========   =========
Average outstanding common shares - basic                      71.7        73.8 
Average outstanding common shares - diluted                    73.7        76.2
(a)   Financing  fees  paid  by  Air  Conditioning  to the  Company's  financial
      services  joint  venture  of  $23  in  1998  and  $22 in  1997  have  been
      reclassified  to  Corporate  expenses  upon  adoption  of the new  segment
      reporting standard as of December 31, 1998.
(b)   Restructuring expenses in 1998 include:  Plumbing, $185; Air Conditioning,
      $7; Automotive, $5; and Medical, $3. In 1997 purchased in-process research
      and  development was written off in connection with the acquisition of the
      medical diagnostics business.
ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION  AND EXHIBITS.

(a)  Financial   Statements  of  Business  Acquired.   No  financial   statement
information  is  required to be  reported  by the  Company  with  respect to the
business  acquisition  reported  in  Item  2  of  this  Report  as  the  subject
acquisition does not meet any of the significance tests pursuant to Rule 3-05(b)
of Regulation S-X.

            (b)  Pro  Forma  Financial  Information.   No  Pro  Forma  financial
information  is  required to be  reported  by the  Company  with  respect to the
business  acquisition  reported  in  Item  2  of  this  Report  as  the  subject
acquisition does not meet any of the  significance  tests pursuant to Article 11
of Regulation S-X.

            (c) Exhibits.

2     Share  Purchase  Agreement  dated  February  2, 1999 among Blue
      Circle  Industries  PLC; Blue Circle  Bathrooms  Limited;  Blue
      Circle  Home   Products   BV;   Blue   Circle   Home   Products
      Betteilligungs-GmbH  and Ideal Standard Limited; Ideal Standard
      S.r.l.;  WABCO  Standard  GmbH and US Plumbing  Products  Inc.;
      Ideal Standard IBV Limited; WABCO Standard Export Inc.

4     Fourth  Amendment to Credit  Agreement dated as of December 22,
      1998 to the Amended and Restated  Credit  Agreement dated as of
      January  31,  1997  among  American  Standard  Companies  Inc.,
      American  Standard  Inc.,  certain   subsidiaries  of  American
      Standard  Inc.,  the Lenders and Agents  named  therein and The
      Chase Manhattan Bank as Administrative Agent.

         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  management's  expectations  or that the effect of future
developments  on the  Company  will be those  anticipated  by  management.  Many
important   factors  could  cause  actual  results  to  differ  materially  from
management's  expectations,  including the level of new construction activity in
the Company's Air Conditioning  Products' 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  products  or those  of its  competitors,  and  other
competitive pressures on pricing and sales;  integration of acquired businesses;
risks generally relating to the Company's international operations, including
governmental,  regulatory or political changes; and transactions or other events
affecting the need for, timing and extent of the Company's capital expenditures.
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.

                                                          By /s/ G. Ronald Simon

                                                           Name: G. Ronald Simon
                                            Title: Vice President and Controller

DATE: February 12, 1999