Mail Stop 7010

						August 18, 2005


via U.S. mail and Facsimile

Mary Beth Gustafsson
Senior Vice President, General Counsel and Secretary
American Standard Companies Inc.
One Centennial Avenue
P.O. Box 6820
Piscataway, New Jersey 08855-6820

	Re:	American Standard Inc.
Form S-4/A filed August 2, 2005
File No. 333-124857

Form 10-K for Fiscal Year Ended December 31, 2004
Form 10-Q for Fiscal Quarters Ended March 31, 2005 and June 30,
2005
File No. 001-11415

Dear Ms. Gustafsson:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Form S-4/A filed August 2, 2005

Forward-Looking Statements, page iii

1. We note your response to comment eight in our letter dated June
10, 2005.  We continue to believe that your Exxon Capital
transaction
is an issuer tender offer.  You may wish to review the text at
roman
numeral I. Tender Offer Scheme and the notes thereto (which
contain
the eight-part test generally employed by courts to analyze
whether a
transaction is a tender offer) found in Commission Guidance on
Mini-
Tender Offers and Limited Partnership Tender Offers, Release No.
34-
43069.  In that regard, we reissue comment eight and request that
you
please delete the reference to the Private Securities Litigation
Reform Act safe harbor or state explicitly that the safe harbor
protections it provides do not apply to statements made in
connection
with the offer.  See Section 27A(b)(2)(c) of the Securities Act
and
Section 21E(b)(2)(c) of the Exchange Act.

Expiration Date; Extensions; Amendment; Termination, page 14

2. We note your response to comment 17 in our letter dated June
10,
2005.  As previously requested, please revise to indicate that in
the
event of a material change, you will extend the offer period if
necessary so that at least five business days remain in the offer
following notice of the material change.

3. We note your response to prior comment 18.  Please revise your
disclosures in this section to clarify the circumstances in which
you
will delay acceptance of the notes.  In this regard, we note the
statements made in your response supplementally.

Exhibit 5.1 - Legal Opinion

4. Please include the file number of the registration statement.

Exhibit 99.1 - Letter of Transmittal

5. We note your responses to prior comments 30 and 31.  It does
not
appear that a revised letter of transmittal was filed as an
exhibit
to the amended S-4.  Please file a revised letter of transmittal
that
addresses our comments with your next amendment.

Form 10-K for the year ended December 31, 2004

Comment applicable to your overall filing

6. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 21
Results of Operations for 2004 Compared with 2003 and 2003
Compared
with 2002, page 22

7. Our comment 35 erroneously referred to each individual segment
income as a non-GAAP financial measure.  Question 21 of our
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures dated June 13, 2003 states only the total segment income
would represent a non-GAAP financial measure.  Please remove any
reference made regarding individual segment income as non-GAAP
financial measures in your proposed revised disclosure and in
future
filings.  Refer to SEC Release No. 33-8176, Item 303 of Regulation
S-
K, and Questions 19-21 of our Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures dated June 13, 2003.

8. Your disclosure includes a discussion regarding the results of
operations relating to your total segment income.  Please expand
your
disclosure to include a discussion regarding your net income
applicable to common shares, as this is the most directly
comparable
GAAP financial measure to total segment income.  Refer to SEC
Release
No. 33-8176 and Question 19 of our Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures dated June 13,
2003.

Notes to Financial Statements
Note 2. Accounting Policies, page 47

9. We read your response to our comment 43.  Please tell us how
you
determined reissued shares should be recorded at the average price
paid for treasury shares acquired since the inception of the share
buy back program, rather than the actual amount paid for the
reissued
shares.  In addition, please expand your disclosure to disclose
how
you record the difference between the cost paid to repurchase the
shares and the amount received for the reissued shares.

Revenue Recognition, page 47

10. We read your response to our comment 44.  Your response states
that you recognize revenue and profits for change orders in which
it
is probable that the change order will result in additional
contract
revenue, such revenue can be reliably estimated and there is a
legal
basis for enforcing the change.  Please clarify for us how this
meets
the criteria outlined in paragraphs 62(a) to (c) of SOP 81-1 or
tell
us the accounting guidance you used to conclude that revenue and
profits should be recognized for these unapproved change orders.
Please also tell us what the effect would have been on your income
before income taxes and net income applicable to common shares had
you not assumed a profit component relating to these unapproved
charge orders for each of the last three years and the each
interim
period.

Note 14. Warranties, Guarantees, Commitments and Contingencies,
page
66

11. We read your response to our comment 50.  You disclosed on
page
14 that during the period January 2002 through April 2003 the
number
of cases filed against you increased dramatically.  You disclosure
further states approximately 40% of all claims filed against you
were
filed in a 20-plus year period prior to 2002, 40% were filed in
the
16-month period from January 2002 through April 2003, and the
remaining 20% were spread relatively evenly over the next 20
months
through December 2004.  Based on your response and your
disclosure,
it is still unclear to us how you determined it was appropriate to
record this accrual in the fourth quarter of 2004, rather than in
an
earlier period and recording adjustments to your estimate as
necessary.

12. We read your response to our comment 52.  You stated that the
total amount recorded is probable of recovery based on your review
and analysis of your insurance policies, the coverage provided by
the
insurance policies, and the applicable laws.  You also stated that
approximately $292.0 million of your recorded asbestos receivable
is
in litigation in New Jersey.  Based on this, please tell us how
you
determined that these receivable amounts met the criteria as
probable
based on the guidance in paragraph 140 of SOP 96-1 and paragraph 3
of
SFAS 5.

13. We read your response to our comment 53.  Your response
requests
confidential treatment regarding the information provided to us in
your response.  As previously requested, please include this
information in your future filings.  Refer to Question 3 of SAB
Topic
5:Y.

Form 10-Q for the period ended June 30, 2005

Comments applicable to your overall filing

14. Please address the comments above in your interim Forms 10-Q
as
well.

Notes to Financial Statements
Note 12. Goodwill and Intangible Assets, page 24

15. We read your response to our comment 41.  Please expand your
disclosure to include the weighted-average amortization period, in
total and by major intangible asset class.  In addition, please
include the aggregate amortization expense for each period
presented.
Refer to paragraphs 44(a)(3) and 45(a)(2) of SFAS 142.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 24
Financial Results Overview, page 24

16. Your disclosure on page 27 presents operating margin, which
appears to represent your total segment operating margin.  As
presented, the use of the title operating margin is confusingly
similar to the calculation of the GAAP financial measure for
operating margins.  Please revise the title of this non-GAAP
financial measure accordingly.  In addition, please expand your
disclosure to present net income applicable to common shares and
net
income applicable to common shares as a percentage of sales or the
calculation for operating margins in accordance with GAAP, as
these
appear to be the most direct comparable GAAP financial measures to
total segment income and the operating margins you have presented.
Refer to Item 10(e) of Regulation S-K.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct accounting comments to Meagan Caldwell, Staff
Accountant, at (202) 551-3754 or, in her absence, to Rufus Decker,
Branch Chief, at (202) 551-3769.  Direct questions on disclosure
issues to Tamara Brightwell, Staff Attorney, at (202) 551-3751 or,
in
her absence, to Lesli Sheppard, Senior Staff Attorney, at (202)
551-
3708, or the undersigned at (202) 551-3760.


Sincerely,



Pamela A. Long
Assistant Director

cc: 	Neal J. White, Esq.
	David A. Cifrino, Esq.
	McDermott Will & Emery LLP
	227 West Monroe Street
	Chicago, Illinois 60606-5096

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Mary Beth Gustafsson
American Standard Inc.
August 18, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE