<PAGE>

<PAGE>



        As filed with the Securities and Exchange Commission on February 2, 1998
                                      Registration No. 333-_____________________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                            FIRST BRANDS CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    06-1171404
     (State of Incorporation)                (IRS Employer Identification No.)

                             83 WOOSTER HEIGHTS ROAD
                                  P.O. BOX 1911
                         DANBURY, CONNECTICUT 06813-1911
                    (Address of principal executive offices)

                            FIRST BRANDS CORPORATION
                1998 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of Plan)

                               EINAR M. ROD, ESQ.
                                 General Counsel
                            FIRST BRANDS CORPORATION
                     83 Wooster Heights Road, P.O. Box 1911
                             Danbury, CT 06813-1911
                                 (203) 731-2305
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                              Proposed Maximum        Proposed
Title of Securities to be    Amount to be      Offering Price      Maximum Aggregate       Amount of
      Registered              Registered         per Share          Offering Price      Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                 <C>                      <C>    
     Common Stock,          1,800,000 shs.       $27.4375(1)         $49,387,500(1)          $14,570
 $0.01 Par Value, and
   related Preferred
 Stock Purchase Rights
=========================================================================================================
</TABLE>
(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h). The fee with respect to the 1,800,000 shares of
       the Common Stock which may be offered and sold under the First Brands
       Corporation 1998 Performance Stock Option and Incentive Plan is
       calculated on the basis of the average of the high and low prices for the
       Registrant's Common Stock reported on the New York Stock Exchange
       Composite Tape on January 27, 1998.




<PAGE>

<PAGE>





                                     PART I

        The documents containing the information concerning the First Brands
Corporation 1998 Performance Stock Option and Incentive Plan (the "Plan") of
First Brands Corporation, a Delaware corporation, specified in Part 1 of the
Form S-8 Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), are not being filed as part of this Registration
Statement in accordance with the Note to Part I of Form S-8 Registration
Statement but will be sent to eligible employees under the Plan in accordance
with Rule 428 under the Securities Act.



                                       1


<PAGE>

<PAGE>


                                     PART II

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by First Brands Corporation, a
Delaware corporation (the "Corporation"), with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

               1. The Corporation's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997 (the "1997 10-K");

               2. The Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997;

               3. The description of the Corporation's Common Stock, $0.01 par
value (the "Common Stock"), contained in its Registration Statement on Form 8-A,
effective as of December 11, 1989, filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the description of
the Corporation's Preferred Stock Purchase Rights contained in its Registration
Statement on Form 8-A dated March 22, 1996, including all amendments and reports
updating such descriptions.

               All documents subsequently filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date of this Registration Statement but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the Plan meeting the requirements
of Section 10(a) of the Securities Act.

                                     EXPERTS

               The consolidated financial statements and schedules of First
Brands Corporation and subsidiaries as of June 30, 1997 and June 30, 1996, and
for each of the years in the three year period ended June 30, 1997, have been
included in the 1997 10-K and incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
and upon the authority of such firm as experts in accounting and auditing.

                                      II-1



<PAGE>
<PAGE>


               With respect to the unaudited condensed consolidated interim
financial information of the Corporation for the quarter ended September 30,
1997, incorporated by reference herein, KPMG Peat Marwick LLP has reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate report included in
First Brands Corporation's quarterly report on Form 10-Q for the quarter ended
September 30, 1997, incorporated by reference herein, states that they did not
audit and they do not express an opinion on that condensed consolidated interim
financial information. Accordingly, the degree of reliance on their report on
such information should be restricted in light of the limited nature of the
review procedures applied. KPMG Peat Marwick LLP is not subject to the liability
provisions of Section 11 of the Securities Act for their report on the unaudited
condensed consolidated interim financial information because such report is not
considered a "report" or a "part" of the Registration Statement prepared or
certified by the accountant within the meaning of Sections 7 and 11 of the
Securities Act.

               The financial statements incorporated herein by reference to all
documents subsequently filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are or will
be so incorporated in reliance upon the reports of KPMG Peat Marwick LLP, and
any other independent public accountants, relating to such financial
information, and upon the authority of such independent public accountants
as experts in accounting and auditing in giving such reports to the extent that
the particular firm has audited such financial statements and consented to the
use of their reports thereon.


ITEM 4.        DESCRIPTION OF SECURITIES

               The securities to be offered under this Registration Statement
are registered under Section 12 of the Exchange Act.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              The legality of the securities to which this Registration
Statement relates has been passed upon for the Corporation by Einar M. Rod,
General Counsel of the Corporation. Mr. Rod is paid a salary by the Corporation,
participates in benefit plans of the Corporation and owns directly or indirectly
738 shares of the Common Stock.

                                      II-2



<PAGE>

<PAGE>

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Corporation's by-laws provide for indemnification by the
Corporation of its directors and officers to the full extent permitted by the
General Corporation Law of the State of Delaware (the "Delaware Law"). The
Corporation is empowered by Section 145 of the Delaware Law, subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgements, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
was or is made a party by reason of his being or having been a director,
officer, employee or agent of the Corporation, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

               The Corporation maintains a liability and indemnification policy
covering officers and directors of the Corporation.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8.        EXHIBITS

               The following Exhibits are filed herewith as part of this
Registration Statement:

        Exhibit 4(a)         Restated Certificate of Incorporation of the
                             Corporation, as amended. Incorporated by reference
                             to Exhibit 4(a) to the Registrant's Registration
                             Statement on Form S-8 filed by the Registrant on
                             February 3, 1997.

        Exhibit 4(b)         By-Laws of the Corporation, as amended.
                             Incorporated by reference to Exhibit 3.2 to the
                             Corporation's Annual Report on Form 10-K for the
                             fiscal year ended June 30, 1995 (Commission File
                             No. 1-10395).

        Exhibit 4(c)         Indenture dated as of March 1, 1997 between
                             the Registrant and The Bank of New York, relating
                             to the 7.25% Senior Notes due 2007. Incorporated by
                             reference to Exhibit 4.1 to the Registrant's
                             Registration Statement on Form S-4 filed by the
                             Registrant on April 24, 1997.

                                      II-3



<PAGE>

<PAGE>

        Exhibit 4(d)         Purchase Agreement dated as of March 5, 1997
                             among the Registrant, Bear Stearns & Co. Inc., TD
                             Securities (USA) Inc., Credit Lyonnais Securities
                             (USA) Inc. and First Union Capital Markets Corp.,
                             relating to the 7.25% Senior Notes due 2007.
                             Incorporated by reference to Exhibit 4.2 to the
                             Registrant's Registration Statement on Form S-4
                             filed by Company on April 24, 1997.

        Exhibit 4(e)         Registration Rights Agreement dated as of
                             March 5, 1997 among the Registrant, Bear Stearns &
                             Co. Inc., TD Securities (USA) Inc., Credit Lyonnais
                             Securities (USA) Inc. and First Union Capital
                             Markets Corp., relating to the 7.25% Senior Notes
                             due 2007. Incorporated by reference to Exhibit 4.3
                             to the Registrant's Registration Statement on Form
                             S-4 filed by Company on April 24, 1997.

        Exhibit 4(f)         Rights Agreement, dated as of March 22, 1996,
                             between the Registrant and Continental Stock
                             Transfer & Trust Company, as Rights Agent,
                             including the form of Certificate of Designation,
                             Preferences and Rights of Junior Participating
                             Preferred Stock, Series A., attached thereto as
                             Exhibit A, the form of Rights Certificate attached
                             thereto as Exhibit B and the Summary of Rights
                             attached thereto as Exhibit C. Incorporated by
                             reference to Exhibit 1.1 to the Registrant's
                             Registration Statement on Form 8-A dated March 22,
                             1996.

        Exhibit 5*           Opinion of Einar M. Rod, General
                             Counsel of the Corporation, as to the legality of
                             the securities being registered.

        Exhibit 15           Letter re unaudited interim financial
                             information of KPMG Peat Marwick LLP (included in
                             Consent of KPMG Peat Marwick LLP filed as Exhibit
                             23(a)).
        Exhibit 23(a)*       Consent of KPMG Peat Marwick LLP.

        Exhibit 23(b)        Consent of Einar M. Rod, General Counsel of
                             the Corporation (included in his opinion filed as
                             Exhibit 5).

        Exhibit 24           Power of Attorney (included on the signature
                             page to this Registration Statement).
        
        Exhibit 99           First Brands Corporation 1998 Performane Stock
                             Option and Incentive Plan . Incorporated by
                             reference to Exhibit A to the Definitive Proxy
                             Statement for Annual Meeting of Stockholders, filed
                             by the Corporation on September 26, 1997
                             (Commission File No. 1-10395).


*  Filed herewith

                                      II-4




<PAGE>

<PAGE>


ITEM 9.  UNDERTAKINGS

        (a)    The Corporation hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by section 10(a)(3)
of the Securities Act;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                      (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;

               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities

                                      II-5



<PAGE>

<PAGE>

(other than the payment by the Corporation of expenses incurred or paid by a
director, officer or controlling person of the Corporation in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Danbury, State of Connecticut, on
January 22, 1998.

                           FIRST BRANDS CORPORATION

                           By  /s/ Donald A. DeSantis
                              -----------------------    
                              Donald A. DeSantis
                              Senior Vice President and Chief Financial Officer

                                      II-6




<PAGE>

<PAGE>






        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of the Corporation hereby constitutes and appoints Donald A.
DeSantis, William V. Stephenson and Einar M. Rod, and each of them, his true and
lawful attorneys-in-fact and agents, for him and in his name, place and stead,
in any and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act, including post-effective
amendments and other related documents, and to file the same with the Commission
under said Act, hereby granting power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities shown and on the dates indicated.

<TABLE>
<CAPTION>

      Signature                                  Title                                Date
      ---------                                  -----                                ----
<S>                                <C>                                           <C> 
/s/ W. V. Stephenson               Chairman, President, Chief Executive          January 23, 1998
---------------------              Officer and Director (Principal Executive                                         
William V. Stephenson              Officer)

/s/ R. F. Bernstock                Director                                      January 23, 1998
--------------------
R. F. Bernstock

/s/ Alfred E. Dudley               Director                                      January 23, 1998
---------------------
Alfred E. Dudley

/s/ J. C. Ferries                  Director                                      January 23, 1998
---------------------
J. C. Ferries

                                   Director
---------------------
James R. McManus

/s/ James R. Maher                 Director                                      January 23, 1998
---------------------
James R. Maher

/s/ Denis Newman                   Director                                      January 23, 1998
---------------------
Denis Newman

/s/ Thomas H. Rowland              Executive Vice President and Director         January 23, 1998
---------------------
Thomas H. Rowland

/s/ Ervin R. Shames                Director                                      January 23, 1998
---------------------
Ervin R. Shames

/s/ Robert G. Tobin                Director                                      January 23, 1998
---------------------
Robert G. Tobin

/s/ Donald A. DeSantis             Senior Vice President and Chief Financial     January 23, 1998
-----------------------            Officer and Director (Principal Executive
Donald A. DeSantis                 Officer)

</TABLE>
                                               II-7




<PAGE>

<PAGE>


                                  EXHIBIT INDEX

        Exhibit No.    Description of Exhibit
        -----------    ---------------------- 


        Exhibit 4(a)   Restated Certificate of Incorporation of the
                       Corporation, as amended. Incorporated by reference to
                       Exhibit 4(a) to the Registrant's Registration Statement
                       on Form S-8 filed by the Registrant on February 3, 1997.

        Exhibit 4(b)   By-Laws of the Corporation, as amended. Incorporated
                       by reference to Exhibit 3.2 to the Corporation's Annual
                       Report on Form 10-K for the fiscal year ended June 30,
                       1995 (Commission File No. 1-10395).

        Exhibit 4(c)   Indenture dated as of March 1, 1997 between the
                       Registrant and The Bank of New York, relating to the
                       7.25% Senior Notes due 2007. Incorporated by reference to
                       Exhibit 4.1 to the Registrant's Registration Statement on
                       Form S-4 filed by the Registrant on April 24, 1997.

        Exhibit 4(d)   Purchase Agreement dated as of March 5, 1997 among
                       the Registrant, Bear Stearns & Co. Inc., TD Securities
                       (USA) Inc., Credit Lyonnais Securities (USA) Inc. and
                       First Union Capital Markets Corp., relating to the 7.25%
                       Senior Notes due 2007. Incorporated by reference to
                       Exhibit 4.2 to the Registrant's Registration Statement on
                       Form S-4 filed by Company on April 24, 1997.

        Exhibit 4(e)   Registration Rights Agreement dated as of March 5,
                       1997 among the Registrant, Bear Stearns & Co. Inc., TD
                       Securities (USA) Inc., Credit Lyonnais Securities (USA)
                       Inc. and First Union Capital Markets Corp., relating to
                       the 7.25% Senior Notes due 2007. Incorporated by
                       reference to Exhibit 4.3 to the Registrant's Registration
                       Statement on Form S-4 filed by Company on April 24, 1997.

        Exhibit 4(f)   Rights Agreement, dated as of March 22, 1996,
                       between the Registrant and Continental Stock Transfer &
                       Trust Company, as Rights Agent, including the form of
                       Certificate of Designation, Preferences and Rights of
                       Junior Participating Preferred Stock, Series A., attached
                       thereto as Exhibit A, the form of Rights Certificate
                       attached thereto as Exhibit B and the Summary of Rights
                       attached thereto as Exhibit C. Incorporated by reference
                       to Exhibit 1.1 to the Registrant's Registration Statement
                       on Form 8-A dated March 22, 1996.

        Exhibit 5*     Opinion of Einar M. Rod, General Counsel of the
                       Corporation, as to the legality of the securities being
                       registered.

        Exhibit 15     Letter re unaudited interim financial information of KPMG
                       Peat Marwick LLP (included in Consent of KPMG Peat
                       Marwick LLP filed as Exhibit 23(a)).

        Exhibit 23(a)* Consent of KPMG Peat Marwick LLP.

        Exhibit 23(b)  Consent of Einar M. Rod, General Counsel of the
                       Corporation (included in his opinion filed as Exhibit 5).

        Exhibit 24     Power of Attorney (included on the signature page to
                       this Registration Statement).

        Exhibit 99     First Brands Corporation 1998 Performance Stock Option
                       and Incentive Plan . Incorporated by reference to Exhibit
                       A to the Definitive Proxy Statement for Annual Meeting of
                       Stockholders, filed by the Corporation on September 26,
                       1997 (Commission File No. 1-10395).


*  Filed herewith




<PAGE>
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As filed with the Securities and Exchange Commission on February 2, 1998
                                      Registration No. 333-_____________________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                            FIRST BRANDS CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    06-1171404
     (State of Incorporation)                (IRS Employer Identification No.)

                             83 WOOSTER HEIGHTS ROAD
                                  P.O. BOX 1911
                         DANBURY, CONNECTICUT 06813-1911
                    (Address of principal executive offices)

                            FIRST BRANDS CORPORATION
                1998 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of Plan)

                               EINAR M. ROD, ESQ.
                                 General Counsel
                            FIRST BRANDS CORPORATION
                     83 Wooster Heights Road, P.O. Box 1911
                             Danbury, CT 06813-1911
                                 (203) 731-2305
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                              Proposed Maximum        Proposed
Title of Securities to be    Amount to be      Offering Price      Maximum Aggregate       Amount of
      Registered              Registered         per Share          Offering Price      Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock,          1,800,000 shs.       $27.4375(1)         $49,387,500(1)          $14,570
 $0.01 Par Value, and
   related Preferred
 Stock Purchase Rights
=========================================================================================================
(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h). The fee with respect to the 1,800,000 shares of
       the Common Stock which may be offered and sold under the First Brands
       Corporation 1998 Performance Stock Option and Incentive Plan is
       calculated on the basis of the average of the high and low prices for the
       Registrant's Common Stock reported on the New York Stock Exchange
       Composite Tape on January 27, 1998.
PART I

        The documents containing the information concerning the First Brands
Corporation 1998 Performance Stock Option and Incentive Plan (the "Plan") of
First Brands Corporation, a Delaware corporation, specified in Part 1 of the
Form S-8 Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), are not being filed as part of this Registration
Statement in accordance with the Note to Part I of Form S-8 Registration
Statement but will be sent to eligible employees under the Plan in accordance
with Rule 428 under the Securities Act.

                                       1
PART II

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by First Brands Corporation, a
Delaware corporation (the "Corporation"), with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

               1. The Corporation's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997 (the "1997 10-K");

               2. The Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997;

               3. The description of the Corporation's Common Stock, $0.01 par
value (the "Common Stock"), contained in its Registration Statement on Form 8-A,
effective as of December 11, 1989, filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the description of
the Corporation's Preferred Stock Purchase Rights contained in its Registration
Statement on Form 8-A dated March 22, 1996, including all amendments and reports
updating such descriptions.

               All documents subsequently filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date of this Registration Statement but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the Plan meeting the requirements
of Section 10(a) of the Securities Act.

                                     EXPERTS

               The consolidated financial statements and schedules of First
Brands Corporation and subsidiaries as of June 30, 1997 and June 30, 1996, and
for each of the years in the three year period ended June 30, 1997, have been
included in the 1997 10-K and incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
and upon the authority of such firm as experts in accounting and auditing.

                                      II-1
With respect to the unaudited condensed consolidated interim
financial information of the Corporation for the quarter ended September 30,
1997, incorporated by reference herein, KPMG Peat Marwick LLP has reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate report included in
First Brands Corporation's quarterly report on Form 10-Q for the quarter ended
September 30, 1997, incorporated by reference herein, states that they did not
audit and they do not express an opinion on that condensed consolidated interim
financial information. Accordingly, the degree of reliance on their report on
such information should be restricted in light of the limited nature of the
review procedures applied. KPMG Peat Marwick LLP is not subject to the liability
provisions of Section 11 of the Securities Act for their report on the unaudited
condensed consolidated interim financial information because such report is not
considered a "report" or a "part" of the Registration Statement prepared or
certified by the accountant within the meaning of Sections 7 and 11 of the
Securities Act.

               The financial statements incorporated herein by reference to all
documents subsequently filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are or will
be so incorporated in reliance upon the reports of KPMG Peat Marwick LLP, and
any other independent public accountants, relating to such financial
information, and upon the authority of such independent public accountants
as experts in accounting and auditing in giving such reports to the extent that
the particular firm has audited such financial statements and consented to the
use of their reports thereon.

ITEM 4.        DESCRIPTION OF SECURITIES

               The securities to be offered under this Registration Statement
are registered under Section 12 of the Exchange Act.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              The legality of the securities to which this Registration
Statement relates has been passed upon for the Corporation by Einar M. Rod,
General Counsel of the Corporation. Mr. Rod is paid a salary by the Corporation,
participates in benefit plans of the Corporation and owns directly or indirectly
738 shares of the Common Stock.

                                      II-2
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Corporation's by-laws provide for indemnification by the
Corporation of its directors and officers to the full extent permitted by the
General Corporation Law of the State of Delaware (the "Delaware Law"). The
Corporation is empowered by Section 145 of the Delaware Law, subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgements, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
was or is made a party by reason of his being or having been a director,
officer, employee or agent of the Corporation, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

               The Corporation maintains a liability and indemnification policy
covering officers and directors of the Corporation.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8.        EXHIBITS

               The following Exhibits are filed herewith as part of this
Registration Statement:

        Exhibit 4(a)         Restated Certificate of Incorporation of the
                             Corporation, as amended. Incorporated by reference
                             to Exhibit 4(a) to the Registrant's Registration
                             Statement on Form S-8 filed by the Registrant on
                             February 3, 1997.

        Exhibit 4(b)         By-Laws of the Corporation, as amended.
                             Incorporated by reference to Exhibit 3.2 to the
                             Corporation's Annual Report on Form 10-K for the
                             fiscal year ended June 30, 1995 (Commission File
                             No. 1-10395).

        Exhibit 4(c)         Indenture dated as of March 1, 1997 between
                             the Registrant and The Bank of New York, relating
                             to the 7.25% Senior Notes due 2007. Incorporated by
                             reference to Exhibit 4.1 to the Registrant's
                             Registration Statement on Form S-4 filed by the
                             Registrant on April 24, 1997.

                                      II-3
Exhibit 4(d)         Purchase Agreement dated as of March 5, 1997
                             among the Registrant, Bear Stearns & Co. Inc., TD
                             Securities (USA) Inc., Credit Lyonnais Securities
                             (USA) Inc. and First Union Capital Markets Corp.,
                             relating to the 7.25% Senior Notes due 2007.
                             Incorporated by reference to Exhibit 4.2 to the
                             Registrant's Registration Statement on Form S-4
                             filed by Company on April 24, 1997.

        Exhibit 4(e)         Registration Rights Agreement dated as of
                             March 5, 1997 among the Registrant, Bear Stearns &
                             Co. Inc., TD Securities (USA) Inc., Credit Lyonnais
                             Securities (USA) Inc. and First Union Capital
                             Markets Corp., relating to the 7.25% Senior Notes
                             due 2007. Incorporated by reference to Exhibit 4.3
                             to the Registrant's Registration Statement on Form
                             S-4 filed by Company on April 24, 1997.

        Exhibit 4(f)         Rights Agreement, dated as of March 22, 1996,
                             between the Registrant and Continental Stock
                             Transfer & Trust Company, as Rights Agent,
                             including the form of Certificate of Designation,
                             Preferences and Rights of Junior Participating
                             Preferred Stock, Series A., attached thereto as
                             Exhibit A, the form of Rights Certificate attached
                             thereto as Exhibit B and the Summary of Rights
                             attached thereto as Exhibit C. Incorporated by
                             reference to Exhibit 1.1 to the Registrant's
                             Registration Statement on Form 8-A dated March 22,
                             1996.

        Exhibit 5*           Opinion of Einar M. Rod, General
                             Counsel of the Corporation, as to the legality of
                             the securities being registered.

        Exhibit 15           Letter re unaudited interim financial
                             information of KPMG Peat Marwick LLP (included in
                             Consent of KPMG Peat Marwick LLP filed as Exhibit
                             23(a)).
        Exhibit 23(a)*       Consent of KPMG Peat Marwick LLP.

        Exhibit 23(b)        Consent of Einar M. Rod, General Counsel of
                             the Corporation (included in his opinion filed as
                             Exhibit 5).

        Exhibit 24           Power of Attorney (included on the signature
                             page to this Registration Statement).
        
        Exhibit 99           First Brands Corporation 1998 Performane Stock
                             Option and Incentive Plan . Incorporated by
                             reference to Exhibit A to the Definitive Proxy
                             Statement for Annual Meeting of Stockholders, filed
                             by the Corporation on September 26, 1997
                             (Commission File No. 1-10395).

*  Filed herewith

                                      II-4
ITEM 9.  UNDERTAKINGS

        (a)    The Corporation hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by section 10(a)(3)
of the Securities Act;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                      (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;

               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities

                                      II-5
(other than the payment by the Corporation of expenses incurred or paid by a
director, officer or controlling person of the Corporation in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Danbury, State of Connecticut, on
January 22, 1998.

                           FIRST BRANDS CORPORATION

                           By  /s/ Donald A. DeSantis
                              -----------------------    
                              Donald A. DeSantis
                              Senior Vice President and Chief Financial Officer

                                      II-6
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of the Corporation hereby constitutes and appoints Donald A.
DeSantis, William V. Stephenson and Einar M. Rod, and each of them, his true and
lawful attorneys-in-fact and agents, for him and in his name, place and stead,
in any and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act, including post-effective
amendments and other related documents, and to file the same with the Commission
under said Act, hereby granting power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities shown and on the dates indicated.
Signature                                  Title                                Date
      ---------                                  -----                                ----
/s/ W. V. Stephenson               Chairman, President, Chief Executive          January 23, 1998
---------------------              Officer and Director (Principal Executive                                         
William V. Stephenson              Officer)

/s/ R. F. Bernstock                Director                                      January 23, 1998
--------------------
R. F. Bernstock

/s/ Alfred E. Dudley               Director                                      January 23, 1998
---------------------
Alfred E. Dudley

/s/ J. C. Ferries                  Director                                      January 23, 1998
---------------------
J. C. Ferries

                                   Director
---------------------
James R. McManus

/s/ James R. Maher                 Director                                      January 23, 1998
---------------------
James R. Maher

/s/ Denis Newman                   Director                                      January 23, 1998
---------------------
Denis Newman

/s/ Thomas H. Rowland              Executive Vice President and Director         January 23, 1998
---------------------
Thomas H. Rowland

/s/ Ervin R. Shames                Director                                      January 23, 1998
---------------------
Ervin R. Shames

/s/ Robert G. Tobin                Director                                      January 23, 1998
---------------------
Robert G. Tobin

/s/ Donald A. DeSantis             Senior Vice President and Chief Financial     January 23, 1998
-----------------------            Officer and Director (Principal Executive
Donald A. DeSantis                 Officer)
II-7
EXHIBIT INDEX

        Exhibit No.    Description of Exhibit
        -----------    ---------------------- 

        Exhibit 4(a)   Restated Certificate of Incorporation of the
                       Corporation, as amended. Incorporated by reference to
                       Exhibit 4(a) to the Registrant's Registration Statement
                       on Form S-8 filed by the Registrant on February 3, 1997.

        Exhibit 4(b)   By-Laws of the Corporation, as amended. Incorporated
                       by reference to Exhibit 3.2 to the Corporation's Annual
                       Report on Form 10-K for the fiscal year ended June 30,
                       1995 (Commission File No. 1-10395).

        Exhibit 4(c)   Indenture dated as of March 1, 1997 between the
                       Registrant and The Bank of New York, relating to the
                       7.25% Senior Notes due 2007. Incorporated by reference to
                       Exhibit 4.1 to the Registrant's Registration Statement on
                       Form S-4 filed by the Registrant on April 24, 1997.

        Exhibit 4(d)   Purchase Agreement dated as of March 5, 1997 among
                       the Registrant, Bear Stearns & Co. Inc., TD Securities
                       (USA) Inc., Credit Lyonnais Securities (USA) Inc. and
                       First Union Capital Markets Corp., relating to the 7.25%
                       Senior Notes due 2007. Incorporated by reference to
                       Exhibit 4.2 to the Registrant's Registration Statement on
                       Form S-4 filed by Company on April 24, 1997.

        Exhibit 4(e)   Registration Rights Agreement dated as of March 5,
                       1997 among the Registrant, Bear Stearns & Co. Inc., TD
                       Securities (USA) Inc., Credit Lyonnais Securities (USA)
                       Inc. and First Union Capital Markets Corp., relating to
                       the 7.25% Senior Notes due 2007. Incorporated by
                       reference to Exhibit 4.3 to the Registrant's Registration
                       Statement on Form S-4 filed by Company on April 24, 1997.

        Exhibit 4(f)   Rights Agreement, dated as of March 22, 1996,
                       between the Registrant and Continental Stock Transfer &
                       Trust Company, as Rights Agent, including the form of
                       Certificate of Designation, Preferences and Rights of
                       Junior Participating Preferred Stock, Series A., attached
                       thereto as Exhibit A, the form of Rights Certificate
                       attached thereto as Exhibit B and the Summary of Rights
                       attached thereto as Exhibit C. Incorporated by reference
                       to Exhibit 1.1 to the Registrant's Registration Statement
                       on Form 8-A dated March 22, 1996.

        Exhibit 5*     Opinion of Einar M. Rod, General Counsel of the
                       Corporation, as to the legality of the securities being
                       registered.

        Exhibit 15     Letter re unaudited interim financial information of KPMG
                       Peat Marwick LLP (included in Consent of KPMG Peat
                       Marwick LLP filed as Exhibit 23(a)).

        Exhibit 23(a)* Consent of KPMG Peat Marwick LLP.

        Exhibit 23(b)  Consent of Einar M. Rod, General Counsel of the
                       Corporation (included in his opinion filed as Exhibit 5).

        Exhibit 24     Power of Attorney (included on the signature page to
                       this Registration Statement).

        Exhibit 99     First Brands Corporation 1998 Performance Stock Option
                       and Incentive Plan . Incorporated by reference to Exhibit
                       A to the Definitive Proxy Statement for Annual Meeting of
                       Stockholders, filed by the Corporation on September 26,
                       1997 (Commission File No. 1-10395).

*  Filed herewith