<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                   FORM 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1995
                         Commission file number 1-6450

                        GREAT LAKES CHEMICAL CORPORATION
             (Exact name of registrant as specified in its charter)


             DELAWARE                                         95-1765035
             (State or other jurisdiction of                 (IRS Employer
             incorporation or organization)             Identification No.)

             ONE GREAT LAKES BOULEVARD
             P. O. BOX 2200
             WEST LAFAYETTE, INDIANA                               47906
             (Address of principal executive offices)           (Zip Code)

            Registrant's telephone number, including area code  317-497-6100

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

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange on
              Title of each class                         which registered
              -------------------                        ----------------
         Common stock, $1.00 par value                 New York Stock Exchange
                                                       Pacific Stock Exchange

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

Securities registered pursuant to Section 12(g) of the Act:  None

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to the filing
requirements for the past 90 days.  Yes      X    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.                           [ ]

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

As of March 4, 1996, the aggregate market value of the voting stock held by
non-affiliates of the registrant was  $4,619,556,000.

As of March 4, 1996, 64,499,617 shares of the registrant's stock were
                                 outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1995 Annual Report to Stockholders are incorporated by
reference into Parts I, II and IV. Portions of the annual proxy statement dated
March 29, 1996 are incorporated by reference into Part III.
<PAGE>   2


                                     PART I

Item 1.    BUSINESS

GENERAL

Great Lakes Chemical Corporation is a Delaware corporation incorporated in
1933, having its principal executive offices in West Lafayette, Indiana.  The
Company's operations consist of one dominant industry segment - chemicals and
allied products.  Within this segment the Company is well diversified focusing
on performance chemicals, water treatment chemicals, petroleum additives and
specialized services and manufacturing.  The corporate Profile on page 3 and
the Review of Operations on pages 14 through 19 of the 1995 Annual Report to
Stockholders are incorporated herein by reference.

The term "Great Lakes" as used herein means Great Lakes Chemical Corporation
and its Subsidiaries unless the context indicates otherwise.

Net sales by Business Unit are set forth in the following table (dollars in
millions):

<TABLE>
<CAPTION>
Year ended December 31                                              1995             1994             1993
                                                                    ----             ----             ----
<S>                                                               <C>              <C>              <C>
Flame Retardants                                                  $   300          $   265          $   240
Intermediates and Fine Chemicals                                      302              262              240
Petroleum Additives                                                   656              610              576
Polymer Stabilizers                                                   224              162               81
Specialized Services and Manufacturing                                460              383              294
Water Treatment                                                       419              383              361
                                                                  -------          -------          -------
Total Net Sales                                                   $ 2,361          $ 2,065          $ 1,792
                                                                  =======          =======          =======
</TABLE>

PRODUCTS AND SERVICES

The following is a list of the principal products and services provided by
Great Lakes:


                               FLAME RETARDANTS

<TABLE>
<CAPTION> 

                                                                     Plants &          Major Raw
Products & Services               Principal Markets                  Facilities        Materials
-------------------               -----------------                  ----------        ---------
<S>                               <C>                               <C>                      <C>
Brominated and                    Computer and                      ElDorado, AR       Bromine
intumescent flame                 Business Equipment,               Newport, TN        Bisphenol A
retardants                        Consumer Electronics,             Aycliffe, U.K.     Diphenyl Oxide
                                  Textiles, Urethanes and
                                  Construction, Materials

</TABLE>


                             POLYMER STABILIZERS

<TABLE>
<CAPTION> 
<S>                               <C>                               <C>                      <C>
Antioxidants, UV                  Computer and Business             Persan, France           Alkylated
absorbers and Light               Equipment, Consumer               Catenoy, France            Phenols,
Stabilizers                       Electronics, Packaging            Waldkraiburg,            Methyl Acrylate,
                                  Textiles, Building and             Germany                 Phosphorus
                                  Construction, Transportation      Pedrengo, Italy            Trichloride
                                                                    Ravenna, Italy                                      
</TABLE>

                                      1
<PAGE>   3



                        INTERMEDIATES AND FINE CHEMICALS

<TABLE>
<CAPTION>
                                                                     Plants &                Major Raw
Products & Services               Principal Markets                  Facilities              Materials
-------------------               ------------------                 ----------              ---------

<S>                               <C>                               <C>                      <C>
Bromine, Bromine derivatives      Foundry Industry, Lube Oil        ElDorado, AR             Bromine,
and Bromine-based specialty       Refining, Pharmaceutical          Marysville, AR           Agricultural
chemicals, Furfural, Furfural     Industry, Agrochemical            Memphis, TN               By-Products
derivatives and Furfural-based    Industry, Electronics, Soil       Omaha, NE                Chlorine
specialty chemicals, including    Crop and Structural Pest          Belle Glade, FL
furfuryl alcohol ,                Control, Production of            Geel, Belgium
POLYMEG(R) Polyols and            Photographic Papers and           Halebank, U.K.
Methyl Bromide                    Films and Rubber                  Konstanz, Germany
                                  Compounds                         Newport, TN

</TABLE>


                             PETROLEUM ADDITIVES


<TABLE>
<S>                               <C>                               <C> 
Antiknock octane boosters for     Major Oil Refineries and Fuel     Ellesmere Port, U.K.     Ethylene,
leaded gasoline, Cetane           Blenders Worldwide                Paimbouef, France        Lead, Salt,
number improvers, Multi-                                            Bussi, Italy             Electricity
functional gasoline and diesel                                      Newark, DE
fuel additives, Gasoline and
diesel detergents, Petroleum
anti-oxidants, stabilizers, and
corrosion inhibitors

</TABLE>

                          WATER TREATMENT CHEMICALS

<TABLE>
<S>                               <C>                               <C> 
RECREATIONAL
Water sanitizers -                Pool and Spa Dealers and          Adrian, MI               BCDMH
BioGuard(R), OMNI(R),             Distributors, Mass Market         Conyers, GA              Chlorinated
Hydrotech(R), Guardex(R),         Retailers, Builders               Lake Charles, LA           Isocyanurates
Pool Time(R), AquaChem(R)                                           Munich, Germany          Calcium
Algicides, oxidizers, pH                                            39 U.S. Distribution       hypochlorite
balancers, mineral balancers                                          locations              Cyanuric acid
and specialty chemicals,
pool equipment

INDUSTRIAL
BromiCide(R) and LiquiBrom(TM)    Industrial Cooling Water          Adrian, MI               Bromine
Specialty Biocides,               Treatment, Industrial and         ElDorado, AR             Sodium Bromide
Biocide dispensing                Municipal Wastewater Treat-
equipment                         ment, Pulp and Paper and
                                  Food Processing
                                                 
</TABLE>

                                      2
<PAGE>   4

                     SPECIALIZED SERVICES AND MANUFACTURING

<TABLE>
<CAPTION>
                                                                     Plants &                Major Raw
Products & Services               Principal Markets                  Facilities              Materials
-------------------               ------------------                 ----------              ---------
<S>                               <C>                               <C>                     <C>
ENVIRO-ENERGY PERFORMANCE GROUP

Completion fluids, Sand           Worldwide Oil and Gas             Lafayette, LA            Bromine,
control and filtration,           Industry                          Aberdeen, U.K.           Zinc, Sodium,
Reservoir analysis,                                                 Stravanger, Norway       Calcium
Down-hole tools                                                     Anaco, Venezuela
                                                                    Villahermosa, Mexico

Waste management,                 Petrochemical Companies,          Greensboro, NC
Contamination assessment          Waste Management Firms,           Raleigh, NC
and remediation, Geotech-         Oil Refineries, Forest            Baton Rouge, LA
nical engineering, Resource       Product Companies,                Columbus, OH
recovery and material             Government Agencies               Houston, TX
handling

TOXICOLOGICAL SERVICES

All phases of nonclinical         Pharmaceutical, Chemical,         Ashland, OH
toxicological testing and         Veterinary, Medical, Agri-
bioanalytical services,           cultural, Food and Consumer
Design of specialized             Products Industries
toxicological, metabolic and
analytical chemistry programs

ENGINEERED SURFACE TREATMENTS

Dry film lubricants, corrosion    Aerospace, Automotive,            North Hollywood,         Molysulfide,
and abrasion-resistant, chip-     Railroad, Machine Tool,             CA                     Various solvents
and scuff-proof coatings,         All Manufacturing                 Fort Worth, TX              and resins
Electrically conductive           Industries                        Lombard, IL
coatings                                                            Roseville, MI

INTERNATIONAL TRADING

Organic and inorganic             Central and Eastern               Budapest, Hungary
chemicals, Plastic resins,        European Chemical
Finished agrochemicals and        Industry
fertilizers

FLUORINE CHEMISTRY

Fire extinguishing agent          Data Processing                   ElDorado, AR             Fluorine
FM-200(R), Organofluorine         Telecommunications
compounds, Fluorinated            Military
intermediates
</TABLE>

1995 DEVELOPMENTS

The Corporate Profile on page 3 and the Review of Operations on pages 14
through 19 of the 1995 Annual Report to Stockholders are incorporated herein by
reference.

                                      3

<PAGE>   5




Raw Materials

The sources of essential raw materials for bromine are the brine from
company-owned wells in Arkansas and sea water extraction plants in Europe.  The
Arkansas properties are located atop the Smackover lime deposits, which
constitute a vast underground sea of bromine-rich brine.  The area between
ElDorado and Magnolia, Arkansas, (located about 35 miles west of ElDorado)
provides the best known geological location for bromine production and both
major domestic bromine manufacturers are located there.  Based on projected
production rates, the Company's brine reserves are conservatively estimated to
be adequate for the foreseeable future.

Furfural is extracted from agricultural by-products and waste materials such as
corncobs, sugar cane bagasse, rice hulls and oat hulls for which there are few
alternative uses.  These raw material sources for furfural production are
expected to remain abundant and relatively inexpensive.  Other materials used
in the chemical processes are obtained from outside suppliers through purchase
contracts.  Supplies of these materials are believed to be adequate for the
Company's future operations.

International Operations

Great Lakes has a substantial presence in foreign markets.  The Company's
investment in foreign countries is principally in Western Europe and represents
$1,312 million or 53 percent of total assets.

Sales to customers in foreign countries (primarily Europe and the Far East)
amount to 64, 64 and 62 percent of total sales for the years ended December 31,
1995, 1994, and 1993, respectively.  Approximately 14, 15, and 15 percent of
these foreign sales, respectively for the three years shown, are products
exported from the U.S., with the balance of the Company's international sales
primarily being products manufactured and sold by the Company's European
subsidiaries and branches.  The profitability on foreign sales (including U.S.
exports and foreign manufactured products, except Octel) approximates those for
domestic operations.  Because of value-added pricing, Octel's alkyl lead
products have a higher profitability than do most of the Company's other
products.

The geographic segment data contained in the note "Industry Segments and
Foreign Operations" of Notes to Consolidated Financial Statements on page 37 of
the 1995 Annual Report to Stockholders is incorporated herein by reference.

Customers and Distribution

During the last three years, no single customer accounted for more than 10
percent of Great Lakes' total consolidated sales.  The Company has no material
contracts or subcontracts with government agencies.  A major portion of the
Company's sales are sold to industrial or commercial users for use in the
production of other products.  Some products, such as recreational water
treatment chemicals and supplies, are sold to a large number of retail pool
stores, mass merchandizers and distributors.  Some export sales are marketed
through distributors and brokers.

The Company's business does not normally reflect any material backlog of orders
at year-end.

Competition

Great Lakes is in competition with businesses producing the same or similar
products as well as businesses producing products intended for similar use.
There is one other major bromine producer in the United States which competes
with the Company in varying degrees, depending on the product involved, with
respect to the sale of bromine and bromine derivatives.  There is also one
major overseas manufacturer of bromine and

                                      4
<PAGE>   6
brominated products.  In addition, there are several small producers in
the U.S. and overseas which are competitors in several individual products. 
The Company is the major U.S. producer of furfural and furfuryl alcohol, and it
enjoys a significant market position in every major geographic and product
market in which it competes. The Company is a major producer of alkyl lead. 
The Company competes with several manufacturers and distributors of swimming
pool and spa chemicals and equipment.  Through its Bio-Lab subsidiary, the
Company operates 39 branch distribution outlets for chemicals and pool and spa
equipment in the U.S. Products are differentiated by brand names to the retail,
wholesale and mass merchandising markets.

Principal methods of competition are price, product quality and purity,
technical services and ability to deliver promptly.  The Company is able to
move quickly in providing new products to meet identified market demands, and
believes its production costs are among the lowest in the world.  These
factors, combined with high technical skills, allow the Company to compete
effectively.  One negative factor in its ability to compete with the major
overseas producer of bromine is the fact that this producer receives
significant subsidies from its government, and enjoys favorable duty advantages
on its exports to certain markets.

Seasonality and Working Capital

The products, which the Company sells to the agricultural and swimming pool
markets, exhibit some seasonality; however, the effect on overall Company sales
and profits is not material.  Seasonality results in the need to build
inventories for rapid delivery at certain times of the year.  The pool product
season is strongest during the first six months, requiring a build-up of
inventory at the beginning of the year.  Except for certain arrangements with
distributors and dealers of swimming pool and spa products, customers are not
permitted to return unsold material at the end of a season.  Extended credit
terms are granted only in cases where the Company chooses to do so to meet
competition. 

The alkyl lead products have somewhat larger working capital requirements than
do the Company's other major products, because of extended distribution lines 
and credit terms for large volume refinery customers.

The effect of the above items on working capital requirements is not material.

Research and Development and Patents

Research and development expenditures are included in the note "Research and
Development Expense" of the Notes to Consolidated Financial Statements on page
37 of the 1995 Annual Report to Stockholders and is incorporated herein by
reference.  The Company holds no patents, licenses, franchises or concessions
which are essential to its operations.

Environmental and Toxic Substances Control

The Company recognizes its responsibility for the sound environmental
management of its businesses and operations.  In partial fulfillment of this
responsibility, the Company's domestic chemical manufacturing operations
subscribe to the comprehensive environmental stewardship program developed by
the Chemical Manufacturers Association known as Responsible Care.

The Company is in material compliance with all environmental laws and
regulations to which it is subject.

Employees

The Company has approximately 8,000 employees.


                                      5
<PAGE>   7

Item 2.    PROPERTIES

Great Lakes has plants at 32 locations in 13 states and 15 plants in 9 foreign
countries.  Most principal plants are owned.  Listed under Item 1 above in a
table captioned Products and Services are the principal locations at which
products are manufactured, distributed or marketed.

The Company leases warehouses, distribution centers and space for offices
throughout the world.  All of the Company's facilities are in good repair,
suitable for the Company's businesses, and have sufficient space to meet
present marketing demands at an efficient operating level.

Item 3.    LEGAL PROCEEDINGS

There are no material pending legal proceedings involving the Company, its
subsidiaries or any of its properties.  Furthermore, no director, officer or
affiliate of the Company, or any associate of any director or officer is
involved, or has a material interest in, any proceeding which would have a
material adverse effect on the Company.

Item 103 of Regulation S-K requires disclosure of administrative or judicial
proceedings arising under any federal, state or local provisions dealing with
protection of the environment, if the monetary sanctions might exceed $100,000.
The following proceeding may result in sanctions exceeding $100,000.

On March 21, 1995 a Consent Agreement was entered whereby the Company and the
United States Environmental Protection Agency settled an action brought by the
EPA under Section  15(1)(c) of TOSCA for a payment of $125,000 and the
performance of $2,000,000 of environmentally beneficial capital projects at the
Company's ElDorado, Arkansas, site.  The Consent Agreement states that the
Company does not admit the allegations made by the EPA.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the quarter ended
December 31, 1995.


                                    PART II

Item 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

As of March 4, 1996, there were approximately 4,400 registered holders of Great
Lakes Common Stock.  Additional information is contained in the 1995 Annual
Report to Stockholders, under the captions "Stock Price Data" and "Cash
Dividends Paid" on page 26 all of which are incorporated herein by reference.

Item 6.    SELECTED FINANCIAL DATA

This information is contained in the 1995 Annual Report to Stockholders, under
the caption "Financial Review" on pages 20 and 21, and is incorporated herein
by reference.

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
           FINANCIAL CONDITION

"Management's Discussion and Analysis of Results of Operations and Financial
Condition" on pages 22 through 26 of the 1995 Annual Report to Stockholders, is
incorporated herein by reference.

                                      6
<PAGE>   8

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements together with the report thereon of Ernst
& Young LLP dated January 26, 1996, appearing on pages 27 through 38 and the
"Quarterly Results of Operations" on page 39 of the 1995 Annual Report to
Stockholders, are incorporated herein by reference.

Item 9.    DISAGREEMENT OF ACCOUNTING AND FINANCIAL DISCLOSURE

No change of auditors or disagreements on accounting methods have occurred
which would require disclosure hereunder.


                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
Executive Officers
                                                                                                  Served as
Name and Age                          Office                                                     Officer Since
------------                          ------                                                     -------------
<S>                                   <C>                                                           <C>
Robert B. McDonald, 59                President and Chief Executive Officer                         1981
Robert T. Jeffares, 60                Executive Vice President and Chief Financial Officer          1983
David A. Hall, 51                     Senior Vice President                                         1987
David R. Bouchard, 52                 Vice President, Flame Retardants                              1990
Steven D. Clark, 50                   Vice President, Technology                                    1995
L. Donald Simpson, 60                 Vice President, Intermediate and Fine Chemicals               1992
Lowell C. Horwedel, 63                Vice President                                                1984
Robert L. Hollier, 53                 Vice President                                                1991
J. Larry Robertson, 47                Vice President, Environment and Engineering                   1994
John B. Talpas, 52                    Vice President, Manufacturing                                 1988
Richard R. Ferguson, 44               Vice President, Treasurer and Assistant Secretary             1991
Mary P. McClanahan, 52                Corporate Secretary                                           1994
David C. Sanders, 52                  Associate Vice President, Research and Development            1990
Robert J. Smith, 49                   Corporate Controller                                          1993
Stephen E. Brewer,   46               Assistant Treasurer                                           1994
John V. Lacci, 44                     Assistant Secretary                                           1994
</TABLE>

Information with respect to directors of the Company is contained under the
heading "Proposal One:  Election of Directors" in the Great Lakes' Proxy
Statement relating to the 1996 Annual Meeting of Stockholders dated March 29,
1996, which is incorporated herein by reference.

Item 11.   EXECUTIVE COMPENSATION

The information under the heading "Executive Compensation and Other
Information" in the 1996 Proxy Statement is incorporated by reference in this
report.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in the 1996 Proxy Statement is incorporated by reference
in this report.

                                      7

<PAGE>   9


Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the heading "Compensation Committee Interlocks and
Insider Participation" in the 1996 Proxy Statement is incorporated by reference
in this report.

                                    PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1.       Financial Statements

The following Consolidated Financial Statements of Great Lakes Chemical
Corporation and Subsidiaries and related notes thereto, together with the
report thereon of Ernst & Young LLP dated January 26, 1996, appearing on pages
27 through 38  of the 1995 Annual Report to Stockholders, are incorporated by
reference in Item 8:

    Consolidated Balance Sheets - December 31, 1995 and 1994
    Consolidated Statements of Income and Retained Earnings -
         Years ended December 31, 1995, 1994, and 1993
    Consolidated Statements of Cash Flows -
         Years ended December 31, 1995, 1994, and 1993
    Notes to Consolidated Financial Statements

    2.       Financial Statement Schedules

The following additional information is filed as part of this report and should
be read in conjunction with the 1995 financial statements.

             Schedule II - Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore, have been omitted.

    3.       Exhibits

             13.   1995 Annual Report to Stockholders
             21.   Subsidiaries - Incorporated herein by reference is the list
                   of subsidiaries appearing on page 40 of the 1995 Annual
                   Report to Stockholders
             23.   Consent of Independent Auditors

(b)          Reports on Form 8-K

The Company filed a Form 8-K on December 7, 1995 in connection with certain
amendments to the By-Laws  and Shareholder Rights Plan.

(c)          Exhibits

The response to this section of Item 14 is submitted as a separate section of
this report.

(d)          Financial Statement Schedules

The response to this section of Item 14 is submitted as a separate section of
this report.

                                      8
<PAGE>   10

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


GREAT LAKES CHEMICAL CORPORATION
(Registrant)

Date March 11, 1996       /s/ Robert B. McDonald                  
     ---------------      ------------------------------------------------------
                          Robert B. McDonald, President and Chief Executive 
                          Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:


Date March 11, 1996       /s/ Robert T. Jeffares                       
     ---------------      ------------------------------------------------------
                          Robert T. Jeffares, Executive Vice President
                          and Chief Financial Officer

Date March 11, 1996       /s/ Robert J. Smith                           
     ---------------      ------------------------------------------------------
                          Robert J. Smith, Corporate Controller
                          (Principal Accounting Officer)


                          William H. Congleton, Director

                          John S. Day, Director

                          Thomas M. Fulton, Director

                          Louis E. Lataif, Director

                          Richard H. Leet, Director

                          Martin M. Hale, Director


Date March 11, 1996       /s/ John V. Lacci                            
     ---------------      ------------------------------------------------------
                          John V. Lacci, General Counsel
                          as attorney in fact for the six Directors listed above

Date March 11, 1996       /s/ Robert B. McDonald                               
     ---------------      ------------------------------------------------------
                          Robert B. McDonald, Director
                                                                  

                                      9
<PAGE>   11


                                                                     SCHEDULE II


               GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
                       VALUATION AND QUALIFYING ACCOUNTS
                      THREE YEARS ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
                                                                 Additions                
                                                    ----------------------------------
                                   Balance at  
                                   Beginning        Charges to Costs     Charged to                          Balance at    
Description                         of Period         and Expenses     Other Accounts      Deductions        End of Period  
-----------                       ------------      ----------------   --------------      ----------         ---------
<S>                              <C>                  <C>              <C>                <C>                <C>
1995:
Reserve deducted from asset:
 Allowance for doubtful accounts
 receivable                        $    7,758,000      $    410,000     $  -0-            $  509,000 (B)      $  7,659,000
                                   --------------      ------------     -----------       ----------          ------------

Accumulated amortization of excess
 of investment over net assets of
 subsidiaries acquired             $   63,941,000      $ 22,601,000     $  (686,000) (C)  $ 2,547,000 (D)     $ 83,309,000
                                   --------------      ------------     -----------       -----------         ------------

1994:
Reserve deducted from asset:
 Allowance for doubtful accounts
 receivable                        $    7,088,000      $  1,174,000     $  -0-            $   504,000 (B)     $  7,758,000
                                   --------------      ------------     -----------       -----------         ------------

Accumulated amortization of excess
 of investment over net assets of
 subsidiaries acquired             $   43,242,000      $ 20,699,000     $  -0-            $    -0-            $ 63,941,000
                                   --------------      ------------     -----------       -----------         ------------

1993:
Reserve deducted from asset:
 Allowance for doubtful accounts
 receivable                        $    4,317,000      $  2,833,000     $ 2,005,000 (A)  $ 2,067,000 (B)     $  7,088,000
                                   --------------      ------------     -----------      -----------         -------------

Accumulated amortization of excess
 of investment over net assets of
 subsidiaries acquired             $   25,272,000      $ 17,970,000     $  -0-            $    -0-           $ 43,242,000        
                                   --------------      ------------     -------------     ------------       -------------
</TABLE>



(A)  Reserve balance of Bayrol and Lowi at date of acquisition.
(B)  Uncollectible accounts receivable written off, net of recoveries and
     foreign currency translation.
(C)  Reclassify OSCA and Chemol intangible amortization.
(D)  Foreign currency translation.

                                      10