<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10K

                                  ANNUAL REPORT

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

For the calendar year ended December 31, 1997 Commission file no 1-11013
                            -----------------                    -------

                       SPECIALTY CHEMICAL RESOURCES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                                   34-1366838
       -------------------------------                   -----------------
           (State of incorporation)                  (I.R.S. Employer I.D. No.)

                  9055 S. Freeway Drive, Macedonia, Ohio         44056
                  --------------------------------------         -----
                 (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code:   (330) 468-1380
                                                     ---------------------

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

                     Common Stock, par value $.10 per share.

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes   x   No
                                              -----   ------

        Indicate by checkmark 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. Yes   x   No 
                                 -----    ------

        The aggregate market value of voting stock held by nonaffiliates of the
Registrant as of February 27, 1998 was $3,795,440.

        As of February 27, 1998, 3,882,261 shares of the Registrant's Common
Stock were outstanding.

Documents Incorporated by Reference: The registrant's definitive proxy statement
for its 1998 Annual Meeting of Stockholders, which the registrant intends to
file with the Securities and Exchange Commission within 120 days of the close of
its fiscal year end, December 31, 1997, is incorporated by reference in Part III
of this Annual Report on Form 10-K from the date of filing of such document.




                                    Page 1 of
<PAGE>   2


                                     PART I

ITEM 1.  BUSINESS

GENERAL. The Company was incorporated in Delaware in 1982 for the purpose of
operating family oriented restaurants and entertainment centers. By 1988, the
Company had concluded that enhanced growth required a change in the Company's
business focus from the operation of the restaurants to the building of an
industrial corporation. As a result, the Company acquired Aerosol Systems, Inc.
("ASI"), effective December 31, 1988, for an aggregate purchase price of
approximately $40,000,000, of which approximately $14,750,000 was paid for stock
and approximately $25,250,000 of liabilities were assumed. The Company disposed
of the restaurants October 31, 1991. ASI was merged into the Company on December
30, 1992.

        The Company's principal executive offices are located at 9055 S. Freeway
Drive, Macedonia, Ohio 44056; telephone (330) 468-1380. Unless the context
otherwise indicates, the term "Company" refers to Specialty Chemical Resources,
Inc.

        On February 26, 1992, the Company effected a 1-for-14 reverse stock
split, whereby each share of the Common Stock of the Company outstanding
immediately prior to the reverse split was converted into 1/14 of a share of the
Common Stock. Unless otherwise indicated, the information in this Report is
adjusted to reflect the 1-for-14 reverse stock split.


BUSINESS. The Company is a leading custom formulator and packager of specialty
chemical products, primarily for the automotive service, industrial maintenance
and janitorial/sanitation markets. The Company specializes in developing,
formulating and packaging new products for customers which do not have the
expertise or volume to maintain captive research and development departments and
manufacturing operations. The Company produces and sells over 850 "proprietary"
chemical formulations, substantially all of which are packaged in aerosol
containers. In 1997, the Company sold approximately 31 million units. These
proprietary formulations represent know-how of the Company developed through the
skill and experience of its employees. These proprietary formulations are not
generally patented. Approximately 92% of the Company's sales are of its
proprietary products sold under the brand names of the Company's customers. The
Company's products include cleaners, sealants, gasket components, lubricants,
waxes, adhesives, paints, coatings, degreasers, polishes, anti-statics and tire
inflators. Most all of the Company's products are used by professionals in
commercial applications. In addition, the Company produces and sells its own
branded products.
Approximately 8% of the Company's sales are of its branded products.

        On May 22, 1997, the Company acquired substantially all of the tangible
and intangible non-real estate assets of Hysan Corporation (the "Hysan Assets").
Hysan is a leading producer of aerosol and liquid specialty chemical maintenance
products sold to the institutional janitorial/sanitation market.











                                    Page 2 of
<PAGE>   3



        The Company acts as an extension of its customers' marketing, research
and development, procurement, production and quality control departments. It
provides a wide range of services including: aerosol product design and concept
origination; chemical formulation; container selection; marketing program
development; labeling; filling and packaging; component and raw materials
purchasing; vendor verification; regulatory compliance; inventory control and
overall program management. As such, the Company differentiates itself from
contract packagers, which fill aerosol cans for a fee but do not provide the
same range of services. The Company believes that it is one of three companies
providing such a wide range of services in the Company's product markets.

        The Company's customers are principally distribution companies. The
Company sells to approximately 350 core accounts with no single customer
accounting for 10% of the Company's sales. The Company provides customers with
prompt shipment, normally within four weeks after receipt of order, and will
accept short production run orders (as few as 100 cases), thereby reducing the
inventory requirements of its customers. Markets served by the Company include
automotive service, janitorial, industrial maintenance and sanitation, high tech
electronic and electrical manufacturing, and art and crafts. Less than 3% of the
Company's sales are to chain store merchandisers. The Company believes, based on
its experience with its customers and its knowledge of its industry, that it is
the only custom packager in its principal markets that provides this wide range
of services, and on a routine basis will produce as few as 100 cases of a
product and offers delivery within four weeks.

        The Company relies heavily on its pre-sale consultation and ongoing
involvement with customers to establish long-term relationships. Its specialized
equipment permits it to meet the varied needs of its customers. The Company's
strong technical capabilities, proprietary products and formulations,
manufacturing expertise and customer support are key elements in the Company's
operating strategy.


PRODUCT DEVELOPMENT PROCESS. The product development process typically takes six
to nine months from new product concept origination to completion. Existing
formulations may also serve as the basis for new products, in which case the
product development process may be substantially accelerated.

        The Company's product development activities typically originate through
the identification by the Company's sales or research and development personnel
of a perceived product need for its customers and its potential customers. The
Company also develops products by utilizing technology developed by third
parties. After the product concept is originated, the Company develops the
formula and manufactures samples of the product. The Company's sales staff then
demonstrates the product for its customers, who field test the product through
end-users. Concurrently, the Company conducts product stability tests in its
laboratories. The Company makes any necessary adjustments resulting from
customer and end-user comments. These adjustments may include changes in
formulation, valve, spray pattern and propellant chemistry. Then, the Company,
with customer input, designs the label, both for the aerosol cans and for the
carton in which it is packaged. The Company's package and container design
services include artistic design, writing of product instructions, product name
creation and regulatory compliance, if necessary. Alternatively, the product
concept origination may be initiated by the customer with the product
development activity continuing in substantially the same way from that point
forward.





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<PAGE>   4



PRODUCTS. Aerosol containers are a convenient, effective and efficient way to
deliver thousands of products. The containers, 3.2 billion of which were sold in
the United States in 1996, are generally made of steel or aluminum and can be
recycled. Since 1978, when the use of chlorofluorocarbons ("CFC's") as
propellant was discontinued in the United States, the Company's aerosol products
generally have used compressed gases, such as carbon dioxide and nitrogen and
liquefied gases, such as propane and butane, as propellants. The Company's
aerosol containers generally range from 4 ounces to 24 ounces in capacity. The
Company combines its chemical formulation, an appropriate propellant, dip tube,
valve, actuator, cap and the aerosol container to produce the final product.

        Products developed by the Company for the automotive service and
industrial maintenance markets include cleaners, degreasers, lubricants and
paints. The Company has also developed specialized products for the automotive
service market, such as its patented non-flammable tire inflator, carburetor,
brake and choke cleaners, gasket and trim adhesives, undercoatings, silicones,
belt dressings, and fabric protectors. Specialized products for the industrial
maintenance market include molybdenum lubricants, food-grade lubricants and
cleaners, release agents and protectors for injection and cast molding
applications as well as EPA registered disinfectants and deodorants.

        The Company has developed a number of products using barrier packages.
In a typical aerosol, the propellant and product are mixed and released from the
can as a foam or spray. In a barrier package, the product is separated from the
propellant by a liner (a can within a can) and only the product, and not the
propellant, is released. This is important with products that cannot be mixed
with a propellant, such as room temperature vulcanizing silicones (RTV's), or
products which are too viscous to be propelled through a standard aerosol, such
as caulking compounds.

        The Company also produces and sells several products under its own brand
names. The Taylor Made Products or TMP brand, which includes paints, cleaners,
lubricants and degreasers, is sold principally to the automotive do-it-yourself
market through chain store merchandisers. The Aerosol Maintenance Products or
AMP and Hysan brands are sold principally to janitorial and sanitation supply
distributors and include cleaning, deodorizing, and disinfectant products.

MARKETING AND DISTRIBUTION. A combination of a full time inside sales force and
the use of manufacturer's representative agencies carry out the Company's
marketing and sales activities. The inside sales force focuses on the sale of
the Company's custom packaging services while the manufacturer's representatives
primarily sell the Company's own branded products. The Company's customers are
distributors of a broad range of products to the automotive service, industrial
maintenance and janitorial/sanitation supplies market. The Company's efforts to
obtain sales involve detailed pre-production and ongoing involvement with a
customer. The Company seeks to develop long-term customer relationships. More
than 40% of the Company's current sales volume is attributable to customers who
have been with the Company for more than 10 years. The Company's active core
customers number more than 350, with no single customer accounting for 10% of
the Company's net sales. Substantially all of the Company's customers are
located in the eastern two-thirds of the United States.





                                    Page 4 of




<PAGE>   5

RESEARCH AND DEVELOPMENT. The Company's research and development activities are
directed toward aerosol product development and improvement, product screening
and custom applications designed to meet the specific requirements of its
customers. The Company's research and development activities involve both the
formulation of proprietary chemical compounds and the development of associated
aerosol delivery systems. The Company works with its customers to develop new
products and to modify existing products for them. It also seeks to develop new,
proprietary products such as its patented fuel injection system cleaner,
water-carried aerosol products, and patented non-flammable tire inflators. The
Company's technical activities are carried out by a staff of chemists and
laboratory technicians. The Company holds several registered trademarks and
patents.



MANUFACTURING. The manufacturing facility contains seven production lines. Each
line has different characteristics, providing the Company with flexibility to
accommodate the short production runs required for many customized products, the
longer high speed production runs, and the specialized barrier packaging
production. In addition, the Company is able to package its products in one
gallon cans, five gallon pails, and fifty-five gallon drums.

        In 1997, the Company sold approximately 31 million units. The handling
of large volumes of liquid propellants requires that the manufacturing area be
compartmentalized, permitting the isolation of each step in the production
process. Control systems automatically shut down operation if safety limits are
exceeded. Raw materials are stored within the plant, while propellants and most
solvents are stored in above-ground tanks outside the plant. The raw materials
are moved as needed to the mixing area and the product is piped into a separate
filling area where cans are filled. The cans are then conveyed into propellant
charging rooms, where the propellant is loaded and the cans are crimped (sealed)
automatically. After leaving the propellant charging room, the cans are run
through a hot water test tank to test for leaking and container integrity at
elevated temperatures. In cases where the can label has not been preprinted, a
label is applied. The cans are coded, then packed and palletized for shipment
or, in some cases, stored in the warehouse on racks for order picking.



COMPETITION. The aerosol industry is highly fragmented geographically, along
product lines and by production capacity. Within these areas, the industry is
highly competitive. Although many companies perform some of the individual
operations and services carried out by the Company, and some of its competitors
have greater financial and other resources, the Company believes it has few
competitors that offer the same type of technical assistance, product
formulation and packaging. Further, the Company's competitors do not routinely
offer to produce as few as 100 cases of product and to deliver products within
four weeks. These services are provided by the Company. Most of the Company's
customers do not have their own aerosol research or production facilities.
Because of the highly specialized nature of the Company's business, price, while
important, is not normally the principal competitive factor. The Company
believes that the principal competitive factors in the industry are quality of
product and the product's ease of use by its end-user.




                                    Page 5 of


<PAGE>   6

EMPLOYEES. As of March 11, 1998, the Company employed approximately 219 people
on a full-time basis, of whom 70 are salaried and the remainder are hourly. All
of the Company's hourly employees are represented by one collective bargaining
unit with one collective bargaining agreement. The Company's current collective
bargaining agreement expires in November, 1999. The Company considers its
relationship with its employees to be good. There have not been any work
stoppages or slowdowns due to labor related problems.

ENVIRONMENTAL MATTERS. The Company's manufacturing facility is subject to
extensive environmental laws and regulations concerning, among other things,
emissions to the air, discharges to the land, surface, subsurface strata and
water, and the generation, handling, storage, transportation, treatment and
disposal of waste and materials, and are also subject to other federal, state
and local laws and regulations regarding health and safety matters. Management
believes that the Company's business, operations and facilities are being
operated in substantial compliance in all material respects with applicable
environmental and health and safety laws and regulations. As a result,
compliance with existing federal, state and local environmental laws is not
expected to have a material effect upon the earnings or competitive position of
the Company. However, management of the Company cannot predict the effect, if
any, of environmental laws that may be enacted in the future. Capital
expenditures for environmental control facilities for the next two fiscal years
(exclusive of expenses that are expected to be substantially reimbursed) are not
expected to be material. See "Legal Proceedings". Such costs, if any, should
comprise a part of normal purchases of new or replacement equipment or
facilities.


ITEM 2. PROPERTIES


PROPERTY. The Company's Macedonia production facility is leased. Under a lease
amendment dated July 25, 1994, upon completion of certain leasehold
improvements, the term of the Macedonia lease was extended through the year
2005, with four (4) five-year unilateral options to extend the lease through the
year 2025. On October 6, 1995 the Company purchased its previously leased
distribution center in Macedonia, Ohio. The Company moved its executive offices
in May, 1997 from the leased space adjacent to the Macedonia plant to office
space which was available at its distribution center which was purchased in
1995.


ITEM 3.  LEGAL PROCEEDINGS

NOTE C - LEGAL PROCEEDINGS.

        The Company is currently involved in litigation pertaining to
environmental concerns by the State of Ohio in connection with several potential
problems at its Macedonia, Ohio manufacturing plant (Macedonia Plant) as has
previously been disclosed by the Company. In 1990, the Company entered into a
Consent Order with the State of Ohio regarding the Macedonia Plant (1990 Consent
Order). The Company was required to submit to the Ohio Environmental Protection
Agency (Ohio EPA), a closure plan to address contamination identified at the
Macedonia Plant. Further, the 1990 Consent Order enjoined the Company to comply
with all applicable requirements of Ohio Revised Code Chapter 3734, Ohio's
hazardous waste law, and Ohio Revised Code Chapter 6111, Ohio's water protection
law. The 1990 Consent Order provides for stipulated (automatic) penalties in the
event the Company violates the requirements of the 1990 Consent Order.


                                    Page 6 of
<PAGE>   7

        The Company submitted the closure plan as required. Ohio EPA also
requested, in the event the remedial measures in the proposed closure plan are
not successful within a two-year period, that at that time the Company provide
supplemental or alternative measures to clean up the remaining contamination. On
May 17, 1994, the Ohio EPA approved the revised closure plan which included
unilateral modifications as deemed necessary by the Ohio EPA. On June 17, 1994,
the Company appealed the Ohio EPA's action on the grounds that the unilateral
modifications were unreasonable and unlawful. On January 6, 1995, the Company
and the State of Ohio entered into a settlement agreement, which resulted in a
termination of the Company's appeal of this matter before the Environmental
Board of Review. On May 3, 1995, the Ohio EPA issued a supplemental closure plan
approval letter that established certain deadlines with regard to the Company's
implementation of a Groundwater Extraction and Treatment System, a Soil Vapor
Extraction System, and certain other closure plan tasks. The Company believes,
based on discussions with its technical consultants, that the cost of additional
testing and operation of the proposed remedial systems will be approximately
$150,000 and that the costs of the supplemental or alternative cleanup measures,
if determined to be necessary, would not exceed $2,000,000.

        On October 15, 1997, the Company received a letter from the Ohio
Attorney General's Office alleging that the Company has failed to comply with
the terms of the 1990 Consent Order. The State alleges that the Company has
committed numerous violations of applicable Ohio hazardous waste laws and
regulations. Ohio EPA bases these allegations upon the results of a number of
inspections conducted from 1993 through 1997. These inspections were documented
by Ohio EPA in the form of Notices of Violation ("NOVs"). The Company prepared
detailed written responses to each NOV and without admitting liability, took
specific actions in response to the allegations identified by Ohio EPA.
Nonetheless, the Attorney General, on behalf of the Ohio EPA, demanded that the
Company pay the State of Ohio the sum of $1,080,000 as stipulated penalties for
alleged violations of the above-referenced rules. Through the October 15, 1997
letter, the Attorney General invited the Company to enter negotiations to
resolve the disagreement regarding the Company's alleged violations of the 1990
Consent Order. Such settlement negotiations currently are in progress.

        The Company believes that it has materially complied with the
requirements of the Consent Order and that stipulated penalties due to the State
of Ohio pursuant to the Consent Order, if any, should not have a materially
adverse effect on the financial condition of the Company. However, there can be
no assurance that negotiations with the State of Ohio will be successful and
will not result in extended litigation between the Company and the State of
Ohio. Further, the Company cannot predict whether a court would find the Company
liable for stipulated penalties in excess of the initial demand proposed by the
State of Ohio.

       The Company previously disclosed that it was one of several defendants in
two personal injury lawsuits. During Fiscal 1997, the Company and its insurers
settled all claims relative to HAMRICK V. COASTAL LIMBER COMPANY, DONALD MEGERT,
MONONGAHELA POWER COMPANY, LAWSON PRODUCTS, INC. AND SPECIALTY CHEMICAL
RESOURCES, INC. originally filed in 1995 and RENFRO, SPEARS ET AL V. SPECIALTY
CHEMICAL RESOURCES, INC.. GOODYEAR TIRE AND RUBBER COMPANY AND SANDRA VOGLER
originally filed in 1994.

        The Company is also a defendant in 9150 GROUP V. AEROSOL SYSTEMS, INC.,
A DIVISION OF SPECIALTY CHEMICAL RESOURCES, INC., Case No. 297562, now pending
in the Cuyahoga County Court of Common Pleas. Plaintiff claims damages in an
unspecified amount together with interest and costs, arising out of the alleged
improper removal of certain manufacturing equipment by Specialty Chemical, Inc.,
following the termination of a commercial lease under which it was a tenant. The
litigation is presently in the discovery stage. This case is set for trial on
May 19, 1998. Management believes that the suit is without merit.

                                    Page 7 of


<PAGE>   8



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

        No matters were submitted to a vote of security holders during the
fourth quarter of 1997.


Executive Officers
-------------------

     Set forth below is certain information concerning the Executive Officers of
the Company. Officers of the Company are elected annually by the Board of
Directors of the Company, and serve at the pleasure of the Board of Directors
that elects them.


    NAME                     AGE                    POSITION
    ----                     ---                    --------

Edwin M. Roth                70             C.E.O., Chairman of the
                                            Board, and Director

Corey B. Roth                40             President, Chief Operating Officer, 
                                            and Director

David F. Spink               47             Vice President, Chief Financial
                                            Officer, Treasurer, and Asst.
                                            Secretary



     Mr. Edwin M. Roth has been a Director and President of the Company and
Chairman of the Board of Directors of the Company since its formation in June
1982. Mr. Roth was Chief Executive Officer of ASI from the time of its
acquisition in December 1988 until its merger into the Company in December 1992.
Mr. Roth is the father of Mr. Corey B. Roth.

     Mr. Corey B. Roth has been President of the Company since June 1997, a
Director since October 1984 and Asst. Secretary since June, 1992. Mr. Roth
served as Treasurer from November 1987 until January 30, 1990 and has again
served in that capacity from June, 1992 to June 1997. Mr. Roth served as
secretary from October 1984 until June 1992. Mr. Roth was Vice President of
Administration of ASI from April 1989 until December 1992. Mr. Roth is the son
of Mr. Edwin M. Roth.

     Mr. David F. Spink joined the Company in 1996. In June 1997 he was elected
Chief Financial Officer and Treasurer. He has been Vice President of the Company
since June, 1996. Prior to joining the Company, Mr. Spink worked 17 years at
B.F. Goodrich Company in a progression of financial positions. In 1992 he was
Controller of the Research Division. From 1993 to 1994 Mr. Spink was Director of
Planning and Analysis for that corporation.









                                    Page 8 of






<PAGE>   9

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


     The Common Stock is listed on the American Stock Exchange ("AMEX") under
the symbol "CHM".

     During 1997, the closing sales prices on the AMEX ranged from $1.00 to
$2.50. During 1996, the closing sales prices on the AMEX ranged from $1.13 to
$3.88. The following table sets forth the high and low sale prices by quarter
for 1997 and 1996.

<TABLE>
<CAPTION>
                                                         Calendar Year Ended December 31,
                                                         --------------------------------
                                                      1997                                1996
                                                 ----------------                       ---------


       Quarter                                  High           Low                 High         Low
       -------                                  ----           ---                 ----         ---
<S>                                             <C>            <C>                 <C>          <C>  
First Quarter........                           2.500          1.375               2.875        1.250
Second Quarter.......                           2.188          1.250               3.875        1.250
Third Quarter........                           2.000          1.250               3.688        1.750
Fourth Quarter.......                           1.500          1.000               2.063        1.125

</TABLE>



     As of February 27, 1998, the closing price for the Common Stock on AMEX was
$1.25. As of February 27, 1998, there were 804 holders of record of Common
Stock.

         The Company has not paid cash dividends on its Common Stock and intends
to follow a policy of retaining earnings in order to finance the continued
growth and development of its business. Payment of dividends will be within the
discretion of the Company's Board of Directors and will depend, among other
factors, on earnings, capital requirements, and the operating and financial
condition of the Company. The terms of outstanding loans to the Company
currently prohibit the Company from paying cash or stock dividends to its
stockholders.



ITEM 6.  SELECTED FINANCIAL DATA


         The selected financial data for the fiscal years 1993 through 1997 are
derived from the Company's audited financial statements. This information should
be read in conjunction with the Company's Financial Statements and Notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations, each of which is included elsewhere in this Report.






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<PAGE>   10

                             SELECTED FINANCIAL DATA
                     ( IN THOUSANDS, EXCEPT PER SHARE DATA )
<TABLE>
<CAPTION>

                                                                         YEAR ENDED DECEMBER 31,
                                                    ------------------------------------------------------------------
                                                      1997         1996            1995         1994            1993
                                                    --------     --------        --------     --------        --------
<S>                                                 <C>          <C>             <C>          <C>             <C>     
Statement of operations
   Data (1)                                                                                                          
Net sales                                           $ 40,283     $ 38,914        $ 43,419     $ 44,931        $ 47,362
Cost of goods sold                                    33,628       32,783          39,123       38,066          36,988
                                                    --------     --------        --------     --------        --------
Gross profit                                           6,655        6,131           4,296        6,865          10,374
Selling, general and
   administrative expenses                             6,903        6,067           7,648        6,995           6,327
Amortization of intangibles                              997          907             869          874             862
Loss on Impairment (4)                                18,501         --              --            --             --
Restructuring charges                                   --           --              --            954            --
                                                    --------     --------        --------     --------        --------
Operating profit (loss)                              (19,746)        (843)         (4,221)      (1,958)          3,185

Other income (expense)
   Interest expense                                   (1,405)      (1,059)           (779)        (560)           (531)
   Other                                                  66           11              10           39              29
                                                    --------     --------        --------     --------        --------
                                                      (1,339)      (1,048)           (769)        (521)           (502)
                                                    --------     --------        --------     --------        --------

Earnings (Loss) before income taxes and
   extraordinary items                               (21,085)      (1,891)         (4,990)      (2,479)          2,683
Income tax benefits (expense)                              0          128           2,981          840            (944)
                                                    --------     --------        --------     --------        --------

Earnings (Loss) before extraordinary items           (21,085)      (1,763)         (2,009)      (1,639)          1,739

Extraordinary items:
   Gain (loss) due to fire (net of income taxes)        --           --              --          2,265            (884)
                                                    --------     --------        --------     --------        --------
Net earnings (loss)                                 $(21,085)    $ (1,763)       $ (2,009)    $    626        $    855
                                                    ========     ========        ========     ========        ========
Share Data :
   Earnings (Loss) per common share:
       Before extraordinary items                   $  (5.43 )   $  (0.45)       $  (0.51)    $ (0.42)        $   0 44

     Extraordinary items                                --           --              --          0.58           (0.22)
                                                    --------     --------        --------     --------        --------
     Net earnings (loss)                            $  (5.43)    $ (0. 45)       $  (0.51)    $   0.16        $   0.22
                                                    ========     ========        ========     ========        ========

Dividends paid                                          --           --              --           --              --
Weighted average common shares
   outstanding                                         3,882        3,946           3,939        3,935           3,946
</TABLE>


<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                    ------------------------------------------------------------------
                                                      1997         1996            1995         1994            1993
                                                    --------     --------        --------     --------        --------

<S>                                                 <C>          <C>             <C>          <C>             <C>     
    Balance Sheet  Data :
Working capital                                     $  6,415     $  7,550        $  7,142     $  6,420        $ 10,883
Total assets                                        $ 29,518     $ 43,923        $ 47,272     $ 44,558        $ 49,914
Long-term debt                                      $ 15,446(2)  $ 12,246(2)     $ 10,399     $  4,512        $  9,948
Redeemable preferred stock (3)                          --       $   --          $    350         --              --
Stockholders' equity                                $  4,497(4)  $ 26,562        $ 28,444     $ 30,439        $ 29,814
</TABLE>




                                            Page 10 of
<PAGE>   11










 (1)         At December 31, 1997, the Company had approximately $11,335,000 of
             net operating loss carryforwards available for federal income tax
             purposes. See "Management's Discussion and Analysis of Financial
             Condition and Results of Operations -- Income Taxes and Net
             Operating Loss Carryforwards" regarding limitations on the usage of
             these carryforwards.

 (2)         Includes long-term obligations (less current maturities), and
             convertible subordinated debentures, which are convertible at the
             option of the holder into shares of the Company?s common stock any
             time after 2001. (See Note D to Financial Statements).

 (3)         On October 6, 1995, the Company issued 3,500 shares of convertible
             preferred stock to an officer/director at a $100 per share price,
             which aggregated to $350,000. On October 16, 1996, the Company
             redeemed all of its 3,500 shares of convertible preferred stock for
             $350,000 from the proceeds received in conjunction with the
             convertible subordinated debentures. (See Notes D and G to
             Financial Statements.)

 (4)         In accordance  with FAS 121, the Company  recorded a non-cash  
             charge of $18,501,000  which is reflected as a reduction in the 
             carrying amount of goodwill.

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


GENERAL. This discussion should be read in conjunction with the information
contained in the Financial Statements and Notes thereto of the Company contained
elsewhere in this Report.





                                   Page 11 of
<PAGE>   12


RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net
sales of certain items included in the Company's Statement of Operations.
<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                                  -----------------------------
                                                  1997        1996        1995
                                                  ----        ----        ----

<S>                                              <C>         <C>         <C>   
Net Sales ..................................     100.0%      100.0%      100.0%
  Cost of goods sold .......................      83.4%       84.2%       90.1%
                                                  ----        ----        ----
Gross profit ...............................      16.6%       15.8%        9.9%

Selling, general and administrative
  expenses .................................      17.2%       15.6%       17.6%
Amortization of intangibles ................       2.5%        2.3%        2.0%
Impairment of long lived assets ............      45.9%       --          --
                                                  ----        ----        ----
Operating profit(loss) .....................     (49.0%)      (2.2%)      (9.7%)
Interest and expense .......................       3.5%        2.7%        1.8%
</TABLE>


FISCAL YEAR ENDED DECEMBER 31, 1997 AS COMPARED TO 1996

         The Company's results include the results attributable to the
acquisition of the Hysan Assets as of May 22, 1997. Net sales $40,284,000 for
the year ended December 31, 1997 were $1,370,000, or 3.5% above the comparable
period in the prior year. $4,867,000 of the current year net sales were
attributed to the acquisition of Hysan Assets. Excluding acquisition related
sales, net sales for the year ended December 31, 1997 were $35,417,000;
$3,497,000, or 9.0% below the comparable period in the prior year. This
reduction in net sales for the year is due primarily to production shortfalls
caused by the difficulty of integrating the Hysan operations.

         Cost of goods sold for the year ended December 31, 1997, increased by
$845,000 as compared to cost of goods sold for the same period in the prior
year. This increase was due principally to increased sales unit volume during
the year ended December 31, 1997. Cost of goods sold decreased as a percentage
of net sales from 84.3% to 83.4% for the year ended December 31, 1996 and 1997,
respectively. The decrease as a percent of net sales was due primarily to higher
unit pricing in 1997.

         Selling, general and administrative expenses were $6,904,000 for the
year ended December 31, 1997, or 17.1% of net sales. Selling, general and
administrative expenses were $6,067,000, or 15.6% of net sales for year ended
December 31, 1996. The increase in selling, general and administrative expenses
was due primarily to increased shipping costs as a result of operational
disruptions and increased sales commission costs both related to the Hysan
acquisition.

         At December 31, 1997, in accordance with FAS 121, the Company estimated
its undiscounted cash flows from operations which results indicate that an
impairment of long-lived assets exists and that a write-down to fair value is
required. The Company utilized an independent third party appraiser to determine
fair value based upon expected future cash flows from operations discounted at a
rate commensurate with the risks involved. Based upon the valuation performed,
the Company recorded a non-cash charge of $18,501,000 which is reflected as a
reduction in the carrying amount of goodwill.





                                    Page 12 of

<PAGE>   13


         Interest expense for the year ended December 31, 1997, was 3.5% of net
sales versus 2.7% for the comparable period in the prior year. Interest expense
was $1,405,000 for the year ended December 31, 1997, as compared to $1,059,000
for the year ended December 31, 1996. The increase in interest expense is due to
increased borrowing under the Company's senior credit facility resulting from
the acquisition as well as full year accrual of interest on the 6% convertible
subordinated debentures. See "Liquidity and Capital Resources".

         The Company recorded a net loss for the year ended December 31, 1997,
of $21,085,000, or $5.43 per share on weighted average shares outstanding of
3,882,264. The charge for impairment of long-lived assets accounted for
$18,501,000 of the loss, or $4.77 per share. This compared to a net loss of
$1,762,713, or $.45 per share on weighted average shares outstanding of
3,945,618 for the same period in the prior year. The decrease in earnings for
the 1997 period is due primary to the non-cash charge incurred with the
impairment of long-lived assets (Described above).


FISCAL YEAR ENDED DECEMBER 31, 1996 AS COMPARED TO 1995

         Net sales of $38,914,000 for the year ended December 31, 1996, were
$4,505,000 or 10.4% below the prior year. The decrease was a result of the
Company's efforts to reduce low margin sales, lower demand from automotive and
industrial customers as well as decreased sales of its electronics cleaning
products.

         Cost of goods sold for the year ended December 31, 1996, decreased by
$6,340,000 or 16.2% as compared to cost of goods sold for the same period in the
prior year. This decrease was due principally to reduced sales during the year
ended December 31, 1996, and cost reduction efforts in manufacturing labor and
overhead. Cost of goods sold decreased as a percentage of net sales from 90.1%
to 84.2% for the year ended December 31, 1995, and 1996 respectively. The
decrease as a percent of net sales was due primarily to higher unit pricing and
cost reduction efforts in manufacturing labor and overhead.

         Selling, general, and administrative expenses were $6,067,000 for the
year ended December 31, 1996, or 15.6% of net sales. Selling, general and
administrative expenses were $7,648,000, or 17.6% of net sales for the same
period in 1995 including $650,000 of non-recurring cost for a proxy Contest
(described below). The remaining decrease in 1996 selling, general and
administrative expense is due to cost reduction efforts, lower compensation
costs, and lower bad debt expense as a result of settling a fully reserved
account.

         Interest expense for the year ended December 31, 1996, was 2.7% of net
sales versus 1.8% for the comparable period in the prior year. Interest expense
was $1,059,000 for the year ended December 31, 1996, an increase of $280,000,
from the year ended December 31, 1995. This increase is due to increased
borrowing under the senior credit facility as well as an increase in the
Company's interest rate during the first nine months of the year. The increase
in interest expense as a percentage of net sales is due primarily to reduced
sales. See "Liquidity and Capital Resources".

         The Company recorded a net loss for the year ended December 31, 1996, 
of $1,762,713 or $.45 per share on weighted average shares outstanding of
3,945,618. This compared to a net loss of $2,008,606, or $.51 per share on
weighted average shares outstanding of 3,939,348.





                                    Page 13 of

<PAGE>   14


INCOME TAXES AND NET OPERATING LOSS CARRYFORWARDS

         As of December 31, 1997, the Company had approximately $11,335,000 of
net operating loss carryforwards. However, due to a change in ownership during
1992, the Company has an annual limitation of approximately $850,000 in the
utilization of its net operating loss carryforwards. In addition, due to losses
in 1997, 1996 and 1995 and the realization in 1994 of built-in gains,
approximately $10,000,000 of the carryforwards may be utilized beyond the
current annual limitation to offset future taxable income. Except as discussed
below, and subject to limitations of the Internal Revenue Code of 1986, as
amended (the "Code"), the NOLs should be available to offset future income of
the Company. Use of the NOLs to reduce future taxable income may subject the
Company to an alternative minimum tax.

         Section 382 of the Code limits the amount of a corporation's taxable
income which can be offset by NOLs arising prior to an "ownership change". An
ownership change occurs when the percentage of stock owned by 5 percent
shareholders, or group of 5 percent shareholders, increases over 50 percent over
a three year period. For example, an ownership change would occur if shares
comprising more than 50 percent of a corporation's stock are sold to new public
shareholders. As a result of the public offering in February 1992 and the
ownership change that occurred in connection therewith, the limitation on the
utilization of the NOLs imposed by Section 382 of the Code will apply. Under the
limitation, the amount of the Company's taxable income that each year can be
offset by NOLs attributable to periods before the ownership change cannot exceed
the product of (I) the fair market value of the stock of the Company immediately
prior to the ownership change and (ii) the long-term tax-exempt rate prescribed
by the IRS. The limitation imposed by the change in ownership may result in the
Company paying income taxes in excess of the amount payable in the absence of a
change in ownership.

         The Company had no income tax expense in 1997. The income tax benefit
of $127,600 for the year ended December 31, 1996, consists of approximately
$11,000 of current federal income taxes and approximately $138,600 of deferred
tax benefits. The income tax benefit of $2,981,000 for the year ended December
31, 1995, consists of $1,006,000 of current refundable federal income taxes and
approximately $1,975,000 of deferred federal income tax benefits.


LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1997, the Company's ratio of current assets to
current liabilities was 1.75 to 1 and the quick ratio (cash and cash
equivalents, and accounts receivable, divided by current liabilities) was .66 to
1. As of December 31, 1996, the Company's ratio of current assets to current
liabilities was 2.48 to 1 and the quick ratio (described above) was 1.26 to 1.
The decrease in liquidity is due primarily to increases in the current portion
of the Company's long debt under the senior credit facility and increased
accounts payable to support higher inventory levels from the integration of the
Hysan operations.

         During the twelve months ended December 31, 1997, the Company incurred
$1,405,000 in interest expense, of which $240,000 was accrued to the carrying
value of the 6% convertible subordinated debentures, and made interest payments
totaling $1,124,000. Accrued interest at December 31, 1997, was $108,000.
Accrued interest reflected in the carrying value of the 6% convertible
subordinated debentures was $290,000 at December 31, 1997.

         On May 22, 1997 the Company, in connection with the acquisition of the
Hysan Assets, executed an amendment to its current agreement (the "Credit
Agreement") with its senior lender Star Bank, N.A. The amended Credit Agreement
provides for the $15,000,000 facility which expires on December 31, 2000,
comprised of a revolving line of credit and three term loans. Borrowings


                                     Page 14



<PAGE>   15

on the revolving line of credit and two of the term loans bear interest at the
prime rate plus 1.5%, subject to decrease if certain ratios and financial tests
are met. The first of these two term loans for $2,680,000 amortizes in
forty-seven consecutive monthly installments of $55,833 commencing June 1, 1998
with a forty-eighth and final principal payment of $55,849. The second of these
term loans for $1,500,000 amortizes in four equal consecutive monthly payments
of $375,000 commenced on July 1, 1997 and was paid off in 1997. The third term
loan bears interest at the prime rate plus 4.5%, subject to decrease if certain
financial tests are met. This term loan for $1,000,000 amortizes in seventeen
consecutive monthly installments of $55,555 commencing July 1, 1997 with an
eighteenth and final installment of $55,565.

         Under the terms of the Credit Agreement, the Company is required to
comply with various covenants, the most restrictive of which relate to the
maintenance of certain financial ratios, levels of tangible net worth, limits on
capital expenditures and restrictions on distributions from the Company to its
stockholders. Based on 1997 financial performance the senior lender has revised
the various covenants by amending the Credit Agreement. The Company is currently
in compliance with all of the covenants. Such amendment requires that such
financial covenants for the future be revised in a form mutually agreeable to
the bank and the Company no later than May 15, 1998. Such amendment further
requires that the Company provide an acceptable plan to the bank no later than
April 30, 1998 to provide additional capital for the Company and consummate such
plan no later than May 30, 1998. The failure to do so would constitute an event
of default under the Credit Agreement. As of December 31, 1997, approximately
$591,000 as unused and available under the Credit Agreement.

         In addition to the Credit Agreement, the Company is a borrower under an
installment note dated October 15, 1995 to a bank. The borrowing is
collateralized by a building which serves as the Company's distribution center
and corporate offices. Interest is payable monthly at l/4% over the bank's prime
rate. As of December 31, 1997, the Company had $794,013 remaining on the note.
Effective January, 1998, the Company refinanced the mortgage with a new
$1,125,000 with a new bank. The note, which bears interest at 8.75%, requires
twelve monthly interest only payments until February 1, 1999. Commencing on
February 1, 1999, the note requires 167 monthly principal and interest payments
of $11,790, the final payments being due on November 1, 2012. The borrowing is
collateralized by a facility which serves as the Company's distribution center
and corporate offices.

         On May 22, 1997, the Company acquired the Hysan Assets for an estimated
purchase price of $7,432,000 including of expenses related to the transaction.
The asset purchase agreement required that $500,000 of the purchase price be
deposited in escrow with a bank in order to secure any adjustments to the
purchase price that may be necessary pursuant to the asset purchase agreement
and to secure Hysan's indemnification obligations thereunder. The purchase price
is subject to adjustment based upon the final disposition of accounts receivable
and inventory. The Company believes that it is entitled to certain adjustments
and recoveries from such escrow. Such adjustments and recoveries are being
disputed by the Seller. During the third quarter of 1997 the Company incurred an
additional $225,000 of expenditures relating to the acquisition.

         Net cash provided by operating activities was $4,376,000 in 1997,
versus cash used of $587,000 for 1996, and net cash used by operating activities
of $2,650,000 for 1995. Net capital expenditures were $932,000, $156,000, and
$3,685,000 respectively, for the three years 1997, 1996, and 1995. The Company
expects to spend approximately $800,000 in capital expenditures for 1998 to be
funded from operating cash flows and borrowings under the senior credit



                                     Page 15



<PAGE>   16

facility. Under current business conditions, and assuming that the Company and
its senior lender agree on revised financial covenants and the plan to provide
additional capital is consummated on a timely basis, the Company expects no
significant change in its liquidity position during the current fiscal year.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





































                                            Page 16
<PAGE>   17


                                            PART IV

     ITEM 14. EXHIBITS; FINANCIAL STATEMENT SCHEDULES; REPORTS ON FORM 8-K

The Index to Financial Statements and Financial Statement Schedules is listed 
below.

    Reports on Form 8-K.

1.   The Company filed a Form 8-K on June 6, 1997, on which it announced the
     acquisition of the Hysan Assets.

2.   The Company filed a Form 8-K/A on August 5, 1997, on which it disclosed
     Audited Financial Statements of Business Acquired (Hysan Corporation) as
     well as Proforma Financial Information.


      INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                                                                Pg No.

Report of Independent Certified Public Accountants............... F-1

Balance Sheets
   December 31, 1997 and 1996.............................. F-2 & F-3

Statements of Operations
   December 31, 1997, 1996 and 1995.............................. F-4

Statements of Stockholders' Equity
   December 31, 1997, 1996, and 1995............................. F-5

Statements of Cash Flows
   December 31, 1997, 1996, and 1995....................... F-6 & F-7

Notes to Financial Statements............................. F-8 - F-23

Report of Independent Certified Public Accountants
   on Schedules................................................. F-24

Schedule II - Valuation and Qualifying Accounts
                December 31, 1997, 1996 and 1995................ F-25







                                   Page 17 of
<PAGE>   18



                                   SIGNATURES
                                   ----------


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, this 28th
day of March, 1997.

                       SPECIALTY CHEMICAL RESOURCES, INC.




                                    By:/s/ Edwin M. Roth
                                          -------------------------------------
                                          Edwin M. Roth
                                          C.E.O. and Chairman of the Board


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report on Form 10-K has been signed by the following persons in the
capacities, on the date indicated. This Report may be signed in multiple
counterparts, all of which taken together shall constitute one document.

<TABLE>
<CAPTION>

         NAME                                        TITLE                      DATE
         ----                                        -----                      ----
<S>                                     <C>                                <C>
/s/ Edwin M. Roth                       C.E.O. and Chairman                April 13, 1998
----------------------------            of the Board (Principal
   Edwin M. Roth                        Executive Officer)


/s/ Corey B. Roth                       President, Chief Operating
----------------------------            Officer, and Director              April 13, 1998
Corey B. Roth


/s/ David F. Spink                      Vice President, Chief              April 13, 1998
----------------------------            Financial Officer,
David F. Spink                          Treasurer, and Asst.
                                        Secretary


/s/ George N. Aronoff                   Director                            April 13, 1998
----------------------------
George N. Aronoff


/s/ Victor Gelb                         Director                            April 13, 1998
-----------------------------
Victor Gelb


/s/ Lionel N. Sterling                  Director                             April 13, 1998
-----------------------------
Lionel N. Sterling


/s/ Geoffrey J. Colvin                  Director                             April 13, 1998
-----------------------------
Geoffrey J. Colvin


/s/ Terence J. Conklin                  Director                             April 13, 1998
-----------------------------
Terence J. Conklin
</TABLE>



                                                     Page 18 of

<PAGE>   19

                                INDEX TO EXHIBITS
Exhibit                                                                   Page
Number

3.01    The Amended and Restated Bylaws of the Company were filed as Exhibit
        3.03 to the Company's Form S-1 Registration Statement (Registration No.
        2-78134) and are incorporated herein by reference......................

3.02    The Restated Certificate of Incorporation of the Company was filed as an
        exhibit to Company's Second Modified Plan of Reorganization which was
        filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated
        December 9, 1986, and is incorporated herein by reference..............

3.03    Amendment, effective December 12, 1991, to the Company's Restated
        Certificate of Incorporation was filed as Exhibit 3.03 to the Company's
        Annual Report on Form 10-K for the year ended December 31, 1991 and is
        incorporated herein by
        reference..............................................................

3.04    Amendment, effective February 26, 1992, to the Company's Restated
        Certificate of Incorporation was filed as Exhibit 3.04 to the Company's
        Annual Report on Form 10-K for the year ended December 31, 1991 and is
        incorporated herein by reference......................................

3.05    The Amended and Restated Bylaws of the Company were filed as Exhibit
        3.01 to the Company's Form 8-K on June 8, 1995 and are incorporated by
        reference herein.......................................................

4.01    Specimen Stock Certificate of the Company was filed as Exhibit 4.5 to
        the Company's Registration Statement on Form S-2, File No. 33-43092, and
        is incorporated herein by reference....................................

4.02    Open ended mortgage note dated October 6, 1995 between the Company and
        National City Bank, was filed as Exhibit 4.08 to the Company?s Form 10-K
        for the year ended December 31, 1995 and is incorporated by herein by
        reference..............................................................

4.03    Indenture Agreement between the Company and Bank One, N.A. dated October
        15, 1996 was filed as Exhibit 4.1 to the Company?s Form 10-Q for its
        quarter ended September 30, 1996 and is incorporated by reference herein

4.04    The Credit Agreement between the Company and Star Bank, N.A. dated
        September 18, 1996 was filed as an exhibit to the Company?s current Form
        8-K, dated September 23, 1996 an is incorporated by reference herein...

4.05    Indemnification Agreement between the Company and Martin Trust and CEW
        Partners dated August 30, 1996 was filed as Exhibit 4.5 to the Company?s
        Registration Statement (Registration Number 333-09879) and is
        incorporated by reference herein......................................

l0.01    1989 Non-Qualified and Incentive Stock Option Plan of the Company was
         filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for
         the year ended January 1, 1989 and is incorporated herein by reference

10.02   Form of option agreement pursuant to 1989 Incentive Stock Option Plan of
        the Company was filed as Exhibit 10.14 to the Company's Annual Report on
        Form 10-K for the year ended January l, 1989 and is incorporated herein
        by reference...........................................................

10.03   1989 Outside Directors' Stock Option Plan of the Company was filed as
        Exhibit 10.5 to the Company's Registration Statement on Form S-2, File
        No. 33-43092 and is incorporated by reference herein...................



                                      -EX 1-


<PAGE>   20

Exhibit                                                               Page
Number

10.04   First Amendment to 1989 Non-Qualified and Incentive Stock Option Plan of
        the Company, adopted October 3, 1991, was filed as Exhibit 10.12 to the
        Company's Registration Statement on Form S-2, File No. 33-43092 and is
        incorporated by reference
        herein.................................................................

10.05   Second Amendment to 1989 Non-Qualified and Incentive Stock Option Plan
        of the Company, dated February 26, 1992, was filed as Exhibit 10.12 to
        the Company's Registration Statement on Form S-2, File No. 33-43092 and
        is incorporated by reference herein....................................

10.06   First Amendment to 1989 Outside Directors' Stock Option Plan of the
        Company, adopted October 3, 1991, was filed as 10.9 to the Company's
        Registration Statement on Form S-2, File No. 33-43092 and is
        incorporated by reference herein......................................

10.07   Second Amendment to the 1989 Outside Directors' Stock Option Plan, dated
        February 26, 1992, was filed as Exhibit 10.13 to the Company's
        Registration Statement on Form S-2, File No. 33-43092 and is
        incorporated by reference herein.......................................

10.08   Agreement between ASI and Teamsters Local Union No. 416, dated November
        17, 1993 and effective as of August 15, 1993 was filed as exhibit 10.10
        on the Company's annual report on for the year ended December 31, 1993
        and is incorporated by reference herein..............................

10.09   Agreement between ASI and Teamsters Local Union No. 416, dated January
        12, 1992, and effective as of December 23, 1991 was filed as Exhibit
        10.11 to the Company's Registration Statement on Form S-2, File No.
        33-43092 and is incorporated by reference herein......................

10.10   Lease between ASI and Dutton Company, dated October 7, 1987 as amended
        May 4, 1989, was filed as Exhibit 10.12 to the Company's Annual Report
        on Form 10-K for the year ended December 31, 1990, File No. 2-78134, and
        is incorporated herein by reference....................................

10.11   Lease amendment between Specialty Chemical Resources, Inc. (assignee of
        ASI) and the 9150 Group dated July 25, 1994............................

10.12   Agreement between ASI and Teamsters Union Local No. 416 dated May 1,
        1995 and effective as of December 16, 1994 was filed as Exhibit 10.14 on
        the Company's Form 10-Q for the quarter ended March 31, 1995 and is
        incorporated by reference herein.......................................

10.13   Restricted Stock Award Agreement dated July 25, 1995 between the Company
        and John H. Ehlert was filed as Exhibit 10.15 on the company's Annual
        Report on Form 10-K for the year ended December 31, 1995.............

10.14   Agreement of Settlement and Release, dated as of July 21, 1995, among
        the Company, the Directors, the Committee and the individual members of
        the Committee was filed as Exhibit 10.01 to the Company's Form 8-K on
        July 8, 1995 and is incorporated by reference herein..................

10.15   Promissory Note between Specialty Chemical Resources, Inc. and
        Metropolitan Savings Bank dated December 5, 1997 is incorporated by
        reference .........................................................

10.16   Amendment of the Credit Agreement between Specialty Chemical Resources,
        Inc. and Star Bank N.A. dated April 14, 1998 is incorporated by
        reference..............................................................

23.00   Independent Auditor's Report..........................................

27.00   Financial Data Schedule................................................

                             -EX 2-