<PAGE>
    As filed with the Securities and Exchange Commission on November   , 1994
                                                 Registration No. 33-
________________________________________________________________________________
 
                       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 1994 PERFORMANCE
                        STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of Plan)

                               J. BRUCE IPE, ESQ.
                        Vice President, 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 PROPOSED     PROPOSED
                                                                 MAXIMUM       MAXIMUM
                  TITLE OF                                       OFFERING     AGGREGATE
              SECURITIES TO BE                  AMOUNT TO BE    PRICE PER     OFFERING           AMOUNT OF
                 REGISTERED                      REGISTERED       SHARE         PRICE         REGISTRATION FEE
 --------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>          <C>              <C>
                                                442,000 shs.       $32.750    $14,475,500(1)      $ 4,991.59(2)
Common Stock, $0.01 Par Value................   648,000 shs.       $32.375    $20,979,000(1)      $ 7,234.19(3)
                                                                                              ----------------
                                                                                                  $12,225.78
 
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE> 
(1) Estimated  solely  for  the  purpose  of  calculating  the  registration fee
    pursuant to Rule 457(h).
 
(2) The fee with  respect to  the 442,000 shares  of the  Common Stock  issuable
    under the 1994 Performance Stock Option and Incentive Plan upon the exercise
    of  outstanding options is calculated  on the basis of  the actual per share
    exercise price of such outstanding stock options.
 
(3) The fee with respect  to 648,000 shares of  the Common Stock issuable  under
    the  1994 Stock Option 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 November 10, 1994.
 


<PAGE>
                                     PART I
 
     The  documents  containing  the  information  concerning  the  First Brands
Corporation 1994 Performance  Stock Option  and Incentive Plan  (the 'Plan')  of
First  Brands Corporation,  a Delaware corporation,  specified in Item  1 of the
Form S-8 Registration Statement under the Securities Act of 1933, 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.
 
                                      I-1
 
<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, 1994 (the '1994 10-K');
 
     2.  The Corporation's Quarterly  Report on Form 10-Q  for the quarter ended
September 30, 1994.
 
     3. The Corporation's Current Report on Form 8-K dated August 26, 1994.
 
     4. The description of the Corporation's Common Stock, $0.01 par value  (the
'Common  Stock'), contained in its Registration Statement filed under Section 12
of the  Securities  Exchange Act  of  1934,  as amended  (the  'Exchange  Act'),
including all amendments and reports updating such description.
 
     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 of 1933, as amended (the 'Securities Act').
 
                                    EXPERTS
 
     The  consolidated  financial  statements  and  schedules  of  First  Brands
Corporation and subsidiaries as of June 30, 1994 and June 30, 1993 and for  each
of the years in the three year period ended June 30, 1994, included in the First
Brands  Corporation 1994 Annual Report  on Form 10-K, have  been audited by KPMG
Peat Marwick LLP,  independent auditors, as  set forth in  their report  thereon
included  therein and incorporated herein by  reference. The report of KPMG Peat
Marwick LLP covering the June 30, 1994
 
                                      II-1
 
<PAGE>
financial  statements  refers  to  a  change  in  the  Corporation's  method  of
accounting  for  post  retirement  benefits  other  than  Pensions  by  adopting
Statement of Financial Accounting Standards No. 106, 'Employer's Accounting  for
Post  Retirement  Benefits  other than  Pensions.'  Such  consolidated financial
statements and schedules are incorporated  herein by reference in reliance  upon
such  report given upon the authority of  such firm as experts in accounting and
auditing.
 
     With respect  to the  unaudited  condensed consolidated  interim  financial
information  of First Brands Corporation and  subsidiaries for the quarter ended
September 30, 1994, 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, 1994,  incorporated by reference herein, states
that they did not  audit and they  do not express an  opinion on that  condensed
consolidation 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 of 1933 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 of 1933.
 
     The  financial statements incorporated herein by reference to all documents
subsequently filed  by  First Brands  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  class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
 
                                      II-2
 
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     The legality  of the  Common  Stock to  which this  Registration  Statement
relates has been passed upon for the Corporation by J. Bruce Ipe, Vice President
and  General  Counsel  of the  Corporation.  Mr. Ipe  is  paid a  salary  by the
Corporation, participates in  benefit plans  of the  Corporation, including  the
Plan, and owns directly or indirectly 45,600 shares of the Common Stock.
 
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:
 
<TABLE>
<S>                             <C>
Exhibit 4(a)                    Restated Certificate of Incorporation of the Corporation, as amended by consent
                                of the stockholders of the Corporation as of April 11, 1991. Incorporated by
                                reference to Exhibit 3.1 to Form 10-K filed by the Corporation on September 25,
                                1992.
</TABLE>
                                      II-3
 
<PAGE>
<TABLE>
<S>                             <C>
Exhibit 4(b)                    By-Laws of the Corporation, as amended by consent of the stockholders of the
                                Corporation as of April 11, 1991. Incorporated by reference to Exhibit 3.2 to
                                Form 10-K filed by the Corporation on September 25, 1992.
Exhibit 4(c)                    First Brands Corporation 1994 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 28, 1993.
Exhibit 4(d)                    Form of Option Agreement: Combination Time-Based and Performance-Based Vesting
                                Insider Form.
Exhibit 4(e)                    Form of Option Agreement: Combination Time-Based and Performance-Based Vesting
                                Non-Insider Form.
Exhibit 4(f)                    Form of Option Agreement: Time-Based Vesting Non-Insider Form.
Exhibit 4(g)                    Form of Option Agreement: Performance-Based Vesting Insider Form.
Exhibit 4(h)                    Form of Option Agreement: Performance-Based Vesting Non-Insider Form.
Exhibit 5                       Opinion of J. Bruce Ipe, Vice President and 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 J. Bruce Ipe, Vice President and General Counsel of the Corporation,
                                to the use of his opinion as an exhibit to this Registration Statement (included
                                in his opinion filed as Exhibit 5).
</TABLE>
 
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)
 
                                      II-4
 
<PAGE>
             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 (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.
 
                                      II-5

<PAGE>
                                   SIGNATURES
 
     THE REGISTRANT. 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
October 28, 1994.
 
                                          FIRST BRANDS CORPORATION
 
                                          By       /s/ Donald A. DeSantis
                                             ...................................
                                             Donald A. DeSantis
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer
 
     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/ Alan C. Egler
 .........................................  Director                                          October 28, 1994
              Alan C. Egler
 
            /s/ James R. Maher
 .........................................  Director                                          October 28, 1994
              James R. Maher
 
           /s/ Dwight C. Minton
 .........................................  Director                                          October 28, 1994
             Dwight C. Minton
 
             /s/ Denis Newman               
 .........................................  Director                                          October 28, 1994
               Denis Newman
 
           /s/ Ervin R. Shames              
 .........................................  Director                                          October 28,  1994
             Ervin R. Shames
</TABLE>
 
                                      II-6
 
<PAGE>
<TABLE>
<CAPTION>
                Signature                                        Title                              Date
- ------------------------------------------  -----------------------------------------------   -----------------
<S>                                         <C>                                               <C>
           /s/ Gary E. Gardner              
 .........................................  Director                                          October 28, 1994
             Gary E. Gardner
 
          /s/ James R. Mcmanus             
 .........................................  Director                                          October 28, 1994
             James R. Mcmanus
 
           /s/ Alfred E. Dudley             
 .........................................  Chairman and Director                             October 28, 1994
             Alfred E. Dudley
 
        /s/ William V. Stephenson           
 .........................................  President, Chief Executive Officer and Director   October 28, 1994
          William V. Stephenson               (Principal Executive Officer)
 
          /s/ Donald A. Desantis            
 .........................................  Senior Vice President, Chief Financial Officer    October  28, 1994
            Donald A. Desantis                and Treasurer (Principal Financial and
                                              Accounting Officer) 
 
</TABLE>
 
                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FBC S-8", "secsgml_size_bytes": 22621}]
{"company-data": {"conformed-name": "FIRST BRANDS CORP", "cik": "0000797320", "assigned-sic": "3081", "irs-number": "061171404", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56503", "film-number": "94560705"}, "business-address": {"street1": "83 WOOSTER HEIGHTS RD BLDG 301", "street2": "PO BOX 1911", "city": "DANBURY", "state": "CT", "zip": "06813-1911", "phone": "2037312300"}, "mail-address": {"street1": "P.O. BOX 1911", "city": "DANBURY", "state": "CT", "zip": "06813-1911"}}
As filed with the Securities and Exchange Commission on November   , 1994
                                                 Registration No. 33-
________________________________________________________________________________
 
                       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 1994 PERFORMANCE
                        STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of Plan)

                               J. BRUCE IPE, ESQ.
                        Vice President, 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     PROPOSED
                                                                 MAXIMUM       MAXIMUM
                  TITLE OF                                       OFFERING     AGGREGATE
              SECURITIES TO BE                  AMOUNT TO BE    PRICE PER     OFFERING           AMOUNT OF
                 REGISTERED                      REGISTERED       SHARE         PRICE         REGISTRATION FEE
 --------------------------------------------------------------------------------------------------------------------------
442,000 shs.       $32.750    $14,475,500(1)      $ 4,991.59(2)
Common Stock, $0.01 Par Value................   648,000 shs.       $32.375    $20,979,000(1)      $ 7,234.19(3)
                                                                                              ----------------
                                                                                                  $12,225.78
 
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated  solely  for  the  purpose  of  calculating  the  registration fee
    pursuant to Rule 457(h).
 
(2) The fee with  respect to  the 442,000 shares  of the  Common Stock  issuable
    under the 1994 Performance Stock Option and Incentive Plan upon the exercise
    of  outstanding options is calculated  on the basis of  the actual per share
    exercise price of such outstanding stock options.
 
(3) The fee with respect  to 648,000 shares of  the Common Stock issuable  under
    the  1994 Stock Option 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 November 10, 1994.
PART I
 
     The  documents  containing  the  information  concerning  the  First Brands
Corporation 1994 Performance  Stock Option  and Incentive Plan  (the 'Plan')  of
First  Brands Corporation,  a Delaware corporation,  specified in Item  1 of the
Form S-8 Registration Statement under the Securities Act of 1933, 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.
 
                                      I-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, 1994 (the '1994 10-K');
 
     2.  The Corporation's Quarterly  Report on Form 10-Q  for the quarter ended
September 30, 1994.
 
     3. The Corporation's Current Report on Form 8-K dated August 26, 1994.
 
     4. The description of the Corporation's Common Stock, $0.01 par value  (the
'Common  Stock'), contained in its Registration Statement filed under Section 12
of the  Securities  Exchange Act  of  1934,  as amended  (the  'Exchange  Act'),
including all amendments and reports updating such description.
 
     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 of 1933, as amended (the 'Securities Act').
 
                                    EXPERTS
 
     The  consolidated  financial  statements  and  schedules  of  First  Brands
Corporation and subsidiaries as of June 30, 1994 and June 30, 1993 and for  each
of the years in the three year period ended June 30, 1994, included in the First
Brands  Corporation 1994 Annual Report  on Form 10-K, have  been audited by KPMG
Peat Marwick LLP,  independent auditors, as  set forth in  their report  thereon
included  therein and incorporated herein by  reference. The report of KPMG Peat
Marwick LLP covering the June 30, 1994
 
                                      II-1
financial  statements  refers  to  a  change  in  the  Corporation's  method  of
accounting  for  post  retirement  benefits  other  than  Pensions  by  adopting
Statement of Financial Accounting Standards No. 106, 'Employer's Accounting  for
Post  Retirement  Benefits  other than  Pensions.'  Such  consolidated financial
statements and schedules are incorporated  herein by reference in reliance  upon
such  report given upon the authority of  such firm as experts in accounting and
auditing.
 
     With respect  to the  unaudited  condensed consolidated  interim  financial
information  of First Brands Corporation and  subsidiaries for the quarter ended
September 30, 1994, 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, 1994,  incorporated by reference herein, states
that they did not  audit and they  do not express an  opinion on that  condensed
consolidation 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 of 1933 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 of 1933.
 
     The  financial statements incorporated herein by reference to all documents
subsequently filed  by  First Brands  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  class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
 
                                      II-2
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     The legality  of the  Common  Stock to  which this  Registration  Statement
relates has been passed upon for the Corporation by J. Bruce Ipe, Vice President
and  General  Counsel  of the  Corporation.  Mr. Ipe  is  paid a  salary  by the
Corporation, participates in  benefit plans  of the  Corporation, including  the
Plan, and owns directly or indirectly 45,600 shares of the Common Stock.
 
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 by consent
                                of the stockholders of the Corporation as of April 11, 1991. Incorporated by
                                reference to Exhibit 3.1 to Form 10-K filed by the Corporation on September 25,
                                1992.
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Exhibit 4(b)                    By-Laws of the Corporation, as amended by consent of the stockholders of the
                                Corporation as of April 11, 1991. Incorporated by reference to Exhibit 3.2 to
                                Form 10-K filed by the Corporation on September 25, 1992.
Exhibit 4(c)                    First Brands Corporation 1994 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 28, 1993.
Exhibit 4(d)                    Form of Option Agreement: Combination Time-Based and Performance-Based Vesting
                                Insider Form.
Exhibit 4(e)                    Form of Option Agreement: Combination Time-Based and Performance-Based Vesting
                                Non-Insider Form.
Exhibit 4(f)                    Form of Option Agreement: Time-Based Vesting Non-Insider Form.
Exhibit 4(g)                    Form of Option Agreement: Performance-Based Vesting Insider Form.
Exhibit 4(h)                    Form of Option Agreement: Performance-Based Vesting Non-Insider Form.
Exhibit 5                       Opinion of J. Bruce Ipe, Vice President and 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 J. Bruce Ipe, Vice President and General Counsel of the Corporation,
                                to the use of his opinion as an exhibit to this Registration Statement (included
                                in his opinion filed as Exhibit 5).
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)
 
                                      II-4
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 (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.
 
                                      II-5
SIGNATURES
 
     THE REGISTRANT. 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
October 28, 1994.
 
                                          FIRST BRANDS CORPORATION
 
                                          By       /s/ Donald A. DeSantis
                                             ...................................
                                             Donald A. DeSantis
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer
 
     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/ Alan C. Egler
 .........................................  Director                                          October 28, 1994
              Alan C. Egler
 
            /s/ James R. Maher
 .........................................  Director                                          October 28, 1994
              James R. Maher
 
           /s/ Dwight C. Minton
 .........................................  Director                                          October 28, 1994
             Dwight C. Minton
 
             /s/ Denis Newman               
 .........................................  Director                                          October 28, 1994
               Denis Newman
 
           /s/ Ervin R. Shames              
 .........................................  Director                                          October 28,  1994
             Ervin R. Shames
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Signature                                        Title                              Date
- ------------------------------------------  -----------------------------------------------   -----------------
/s/ Gary E. Gardner              
 .........................................  Director                                          October 28, 1994
             Gary E. Gardner
 
          /s/ James R. Mcmanus             
 .........................................  Director                                          October 28, 1994
             James R. Mcmanus
 
           /s/ Alfred E. Dudley             
 .........................................  Chairman and Director                             October 28, 1994
             Alfred E. Dudley
 
        /s/ William V. Stephenson           
 .........................................  President, Chief Executive Officer and Director   October 28, 1994
          William V. Stephenson               (Principal Executive Officer)
 
          /s/ Donald A. Desantis            
 .........................................  Senior Vice President, Chief Financial Officer    October  28, 1994
            Donald A. Desantis                and Treasurer (Principal Financial and
                                              Accounting Officer)
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