SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

DATE OF REPORT (Date of earliest event reported): February 28, 1997

                            FIRST BRANDS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                                                            
        Delaware                   1-10395                     06-1171404 
(State of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)



                             83 Wooster Heights Road
                                 P. O. Box 1911
                             Danbury, CT 06813-1911
                    (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code:  203-731-2300








Item 5. Other Events

               See attached Press Release  attached  hereto as Exhibit 20, which
               is incorporated herein by reference.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

               (a)    Not applicable

               (b)    Not applicable

               (c)    Exhibits

                      20   Press Release, dated February 28, 1997, issued by the
                           Company.









                                          SIGNATURES

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

                                    FIRST BRANDS CORPORATION

Date: February 28, 1997             By:   /s/ Donald A. DeSantis
                                        ------------------------
                                            Donald A. DeSantis
                                            Senior Vice President,
                                            Chief Financial Officer and
                                            Treasurer






                                  EXHIBIT INDEX

Exhibit
Number            Description of Exhibit
- -------           -----------------------
20*               Press Release, dated February 28, 1997, issued by the Company.








*   Filed herewith