SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 14, 1997

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                            FIRST BRANDS CORPORATION

             (Exact name of registrant as specified in its charter)

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         Delaware                           1-10395                                  06-1171404
(State of Organization)             (Commission File Number)           (I.R.S. Employer Identification No.)


                             83 Wooster Heights Road
                           Building 301, P.O. Box 1911
                             Danbury, CT 06813-1911
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (203) 731-2300








Item 2            Acquisition or Disposition of Assets
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         On March 14, 1997,  First Brands  Corporation  acquired the NationalPak
business in Australia and New Zealand (the "NationalPak Business") from National
Foods Ltd. for A$206 million or approximately  $160 million,  plus approximately
$8  million  in  acquisition-related  taxes and  transaction  fees.  NationalPak
manufactures  and  markets  consumer  products  such as  plastic  wrap and bags,
aluminum foil and wiping cloths under the GLAD,  OSO, MONO and CHUX brand names.
Sales for the NationalPak Business in their fiscal year ended June 30, 1996 were
A$159 million (or approximately $123 million).

         The  transaction was completed as a net asset purchase in Australia and
a share purchase in New Zealand and includes  NationalPak's plant and equipment,
working  capital and  trademarks.  Funding for the  acquisition  was provided by
borrowings under existing bank credit facilities in the U.S. and Canada, as well
as new local bank  facilities  in  Australia  and New Zealand and a minor equity
participation by local management.

Item 7    Financial Statements, Pro Forma Financial and Exhibits
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          a.  Not Applicable

          b.  Not Applicable

          c.       Exhibits

             20       Press Release dated March 19, 1997, issued by the Company.








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

                                            FIRST BRANDS CORPORATION

Date:    March 20, 1997                     By:    /s/  Donald A. DeSantis
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                                            Donald A. DeSantis
                                            Senior Vice President and
                                            Chief Financial Officer







                                  EXHIBIT INDEX

Exhibit
Number            Description of Exhibit
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20*               Press Release dated March 19, 1997, issued by the Company.





*        Filed herewith