UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
11-K











[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended: December 31, 2007





OR





[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d)OF THE SECURITIES EXCHANGE ACT OF
1934





For
transition period from __________ to ___________





Commission
file number 1-13648





A.    Full
title of the plan and the address of the plan, if different from that of the
issuer named below:





Balchem
Corporation 401(k)/Profit Sharing Plan





B.    Name
of the issuer of the securities held pursuant to the plan and the address of its
principal executive office:





Balchem
Corporation


52
Sunrise Park Road


PO Box
600


New
Hampton, NY 10958
































REQUIRED
INFORMATION





Financial
Statements:





4.           In
lieu of requirements of Items 1-3, audited financial statements and schedules
prepared in accordance with the requirements of ERISA for the plan's fiscal year
ended December 31, 2007 are presented herein.





Exhibits:





Exhibit
No. 23 - Consent of MCGLADREY & PULLEN, LLP, Independent Registered Public
Accounting Firm















EXHIBIT
INDEX





Exhibit
      No.
            Exhibit
      Description23
            Consent
      of MCGLADREY & PULLEN, LLP














SIGNATURES








Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.











Date:
      June 25, 2008
            BALCHEM
      CORPORATION401(k)/Profit
      Sharing PlanBy:
            Balchem
      Corporation,Plan
      AdministratorBy:
            /s/ Dino A.
      RossiDino
      A. Rossi, President,Chief
      Executive OfficerBy:
            /s/ Francis J.
      FitzpatrickFrancis
      J. Fitzpatrick,Chief
      Financial Officer









































BALCHEM
CORPORATION


401(k)/
PROFIT SHARING PLAN





Financial
Statements


and
Supplemental Schedule





December
31, 2007 and 2006





(With
Report of Independent Registered Public Accounting Firm)




















BALCHEM
CORPORATION


401(k)/PROFIT
SHARING PLAN








Table
of Contents





PageReport
      of Independent Registered Public Accounting Firm
            1Statements
      of Net Assets Available for Benefits
            2Statement
      of Changes in Net Assets Available for Benefits
            3Notes
      to Financial Statements
            4Supplemental
      InformationSchedule
      H, Part IV, Line 4(i) – Schedule of Assets (Held at End of
      Year)
            10





























Report
of Independent Registered Public Accounting Firm





To the
Plan Administrator


Balchem
Corporation 401(k)/Profit Sharing Plan


New
Hampton, New York





We have
audited the accompanying statements of net assets available for benefits of
Balchem Corporation 401(k)/Profit Sharing Plan (the Plan) as of
December 31, 2007 and 2006, and the related statement of changes in net
assets available for benefits for the year ended December 31,
2007.  These financial statements are the responsibility of the Plan’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2007 and 2006, and the changes in net assets available for
benefits for the year ended December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.





As
disclosed in Note 2, the Plan adopted Financial Accounting Standards Board Staff
Position AAG INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined Contribution Health
and Welfare and Plan Plans, as of December 31, 2006.





Our audit
was made for the purpose of forming an opinion on the basic financial statements
taken as a whole.  The supplemental schedule of assets held at end of
year as of December 31, 2007 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.  This supplemental schedule is the
responsibility of the Plan’s management.  The supplemental schedule
has been subjected to the auditing procedures applied in our audit of the 2007
basic financial statements and, in our opinion, is fairly stated in all material
respects in relation to the 2007 basic financial statements taken as a
whole.








/s/  McGladrey
& Pullen, LLP


New York,
New York


June 25,
2008






1
  BALCHEM
      CORPORATION401(k)/PROFIT
      SHARING PLANStatements
      of Net Assets Available for BenefitsDecember
      31, 2007 and 20062007
              
              
              2006Assets:Investments
      at fair value (note 3)
              
              $
              19,042,843
              
              
              $
              16,243,585Receivables:Employer
      contribution
              
              
              470,212
              
              
              
              420,026Participant
      contributions
              
              
              38,367
              
              
              
              32,897Interest
              
              
              1,442
              
              
              
              1,034Total
      assets
              
              $
              19,552,864
              
              
              $
              16,697,542See
      accompanying notes to financial statements.
  2


BALCHEM
      CORPORATION401(k)/PROFIT
      SHARING PLANStatement
      of Changes in Net Assets Available for BenefitsYear
      ended December 31, 20072007Addition
      to net assets attributed to:Investment
      income:Interest
              
              $
              117,477Dividends
              
              
              23,916Net
      appreciation in fair value of investments (note 3)
              
              
              2,180,4652,321,858Contributions:Participant
              
              
              1,225,616Employer
              
              
              829,9422,055,558Total
      additions
              
              
              4,377,416Deductions
      from net assets attributed to:Benefits
      paid to participants
              
              
              (1,460,905
              )Fees
              
              
              (8,352
              )Other, net
              
              
              (52,837
              )Total
      deductions
              
              
              (1,522,094
              )Net
      increase in net assets available for benefits
              
              
              2,855,322Net
      assets available for benefits at beginning of year
              
              
              16,697,542Net
      assets available for benefits at end of year
              
              $
              19,552,864See
      accompanying notes to financial statements.





3
 BALCHEM
CORPORATION
 401(k)/PROFIT
SHARING PLAN
 Notes to
Financial Statements
 December
31, 2007 and 2006





Note
1 – Description of the Plan





The
following description of the Balchem Corporation 401(k)/Profit Sharing Plan (the
Plan) provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan’s provisions.





General





The Plan
is principally a participant directed, defined contribution plan covering all
active employees of Balchem Corporation (the Company) who have 60 days of
service, as defined, and are 18 years of age or older, except those that are
currently covered by a collective bargaining agreement. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).





The
Company pays administrative and record keeping fees for the Plan. Plan
participants are required to pay fees for participant loans and certain
brokerage fees for transactions pertaining to investments in Balchem Corporation
Common Stock.





Contributions





Each
year, participants may contribute up to 75% of pretax annual compensation, as
defined in the Plan. Such amounts may be limited by the maximum amounts allowed
under Internal Revenue Service regulations. Participants may also contribute
amounts representing distributions from other qualified defined benefit or
defined contribution plans. Participants direct the investment of their
contributions into various investment options offered by the
Plan.  The employer matching contributions equal 35% of each
participant’s elected contribution and the Company may make discretionary
profit-sharing contributions at the option of the Company’s Board of Directors.
Matching contributions are made in Balchem Corporation Common Stock on a monthly
basis based upon the closing price of the stock on the last trading day of each
month and are subject to the vesting schedule described below. Included in
employers’ contribution receivable as of December 31, 2007 and 2006 were
discretionary Company profit sharing contributions made in March 2008 and March
2007 for the 2007 and 2006 plan years totaling $447,420 and $395,424,
respectively.





Participant
Accounts





Each
participant’s account is credited with the participant’s contribution and
allocations of the Company’s matching contributions and plan earnings or losses.
Allocations are based on participant account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant’s vested account.


4
 BALCHEM
CORPORATION
 401(k)/PROFIT
SHARING PLAN
 Notes to
Financial Statements
 December
31, 2007 and 2006


Vesting





Participants
are 100% vested in their contributions plus actual earnings or losses thereon.
Vesting in the Company contribution portion of their accounts plus actual
earnings or losses thereon is based on years of continuous service, as defined.
A participant becomes 100% vested after two years of service, except for
employees hired as part of certain acquisitions, whose prior credited service is
used in determining the vested portion of such matching
contributions.





Investment
Options





Upon
enrollment in the Plan, participants may direct employee contributions to the
various investment options administered by Prudential Retirement Insurance and
Annuity Company (“PRIAC”) and a maximum of 10% of a participant’s contribution
to Balchem Corporation Common Stock Fund.  Employer matching
contributions are made in Company stock and are directed to the Balchem
Corporation Common Stock Fund (see Schedule 1).  Discretionary
contributions are made from the Company’s cash reserves.





Participant
Loans





Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to
the lesser of $50,000 or 50% of their vested account balances. Loan terms extend
up to five years or in excess of five years for the purchase of a primary
residence. The loans are secured by the balance in the participants’ accounts
and bear interest at a fixed rate based on the prime rate plus 2% at the time of
loan origination and range from 6% to 10.25% at December 31, 2007.





Payment
of Benefits





On
termination of service, a participant may receive a lump sum amount equal to the
vested value of his or her account, or upon death, disability or retirement, the
participant may elect to receive annual installments over a period not to exceed
the participant’s lifetime, or the joint lifetime of the participant and the
participant’s spouse, or an annuity contract.





Effective
March 28, 2005, the threshold for involuntary distribution of vested accrued
benefits was reduced from $5,000 to $1,000.





Income
(Loss) Allocations





Investment
income (loss) for an accounting period shall be allocated to participants’
accounts in proportion to the total of their respective account balances at the
beginning of such accounting period plus any contributions or loan repayments
credited to the account during the period.


5
 BALCHEM
CORPORATION
 401(k)/PROFIT
SHARING PLAN
 Notes to
Financial Statements
 December
31, 2007 and 2006





Forfeited
Accounts





Forfeited
balances of terminated participants’ non-vested accounts are allocated to all
active participant accounts as of the last day of the plan year. Forfeited
non-vested accounts totaled $38,543 at December 31, 2007.





Note
2 – Summary of Accounting Policies





Basis
of Accounting





The
financial statements of the Plan are presented on the accrual basis of
accounting.





Risks
and Uncertainties





The
assets of the Plan at December 31, 2007 and 2006 are primarily financial
instruments which are monetary in nature. Accordingly, interest rates and market
fluctuations have a more significant impact on the Plan’s performance than the
effects of general levels of inflation. Interest rates do not necessarily move
in the same direction or in the same magnitude as the prices of goods and
services as measured by the consumer price index.





The
investments are subject to risk conditions of the individual investments’
objectives, the stock market, interest rates, economic conditions, world affairs
and, in the case of the Balchem Corporation Common Stock Fund, the results of
operations and other risks specific to Balchem Corporation.





Investment
Valuation and Income Recognition





Except
for the guaranteed income fund, the Plan’s investments held in the Plan’s funds
are stated at fair value determined from publicly quoted market prices.
Participant loans are valued at cost, which approximates fair
value.





As of
December 31, 2006, the Plan adopted Financial Accounting Standards Board
(FASB) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP
requires the Statement of Net Assets Available for Benefits to present the fair
value of the Plan’s investments as well as the adjustment from fair value to
contract value for the fully benefit-responsive investment contracts, and the
Statement of Changes in Net Assets Available for Benefits to be prepared on a
contract value basis for the fully benefit-responsive investment
contracts.





The
guaranteed income fund is recorded at contract value, which approximates fair
value.  Contract value represents contributions and reinvested income,
less any withdrawals plus accrued interest, because these investments have fully
benefit-responsive features.  For example, participants may ordinarily
direct the withdrawal or transfer of all or a portion of their


6
 BALCHEM
CORPORATION
 401(k)/PROFIT
SHARING PLAN
 Notes to
Financial Statements
 December
31, 2007 and 2006


investment
at contract value.  There are no reserves against contract values for
credit risk of contract issues or otherwise.  The average yield was
approximately 3.55% for both 2007 and 2006.  The crediting interest
rate for these guaranteed funds is reset semiannually by the issuer but cannot
be less than zero and was 3.55% and 4.15% at December 31, 2007 and 2006,
respectively.





Purchases
and sales of securities are recorded on a trade date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex dividend
date.





Payment
of Benefits





Benefits
are recorded when paid.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the plan
administrator to make estimates and assumptions that could affect the reported
amounts of net assets at the date of the financial statements and the reported
amounts of changes in net assets available for benefits during the reporting
period. Actual results could differ from those estimates.





Recent
Accounting Pronouncement





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS
157”) effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years.  This statement increases consistency and comparability in fair
value measurements and expands disclosures about fair value
measurements.  In February 2008, FASB Staff Position No. 157-2
deferred the effective date of FAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually), to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years.  The Company is currently evaluating the provisions of
FAS 157.





Note
3 - Investments





Investments
at December 31, 2007 and 2006 consisted of:





2007
            
            
            2006Cash
      equivalents, Guaranteed Income Fund
            
            $
            2,855,419
            
            
            $
            3,022,786Pooled
      separate accounts
            
            
            9,861,789
            
            
            
            8,366,796Balchem
      Corporation Common Stock*
            
            
            5,889,377
            
            
            
            4,474,384Participant
      loans
            
            
            436,258
            
            
            
            379,619$
            19,042,843
            
            
            $
            16,243,585





7
 BALCHEM
CORPORATION
 401(k)/PROFIT
SHARING PLAN
 Notes to
Financial Statements
 December
31, 2007 and 2006


The
following represents investments that represent 5% or more of the Plan’s net
assets:





2007
            
            
            2006Balchem
      Corporation Common Stock*
            
            $
            5,889,377
            
            
            $
            4,474,384Cash
      equivalents, Guaranteed Income Fund
            
            
            2,855,419
            
            
            
            3,022,786Dryden
      S&P Index Fund
            
            
            2,454,808
            
            
            
            2,321,280Lifetime
      Balanced Fund
            
            
            1,160,333
            
            
            
            1,069,121Julius
      Baer International Equity Fund
            
            
            1,077,161
            
            
            
            N/AJanus
      Adviser Balanced Fund
            
            
            1,043,855
            
            
            
            1,037,598* A
      portion of the Balchem Corporation Common Stock is
      non-participant directed.





During
the year ended December 31, 2007, the Plan investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value as follows:





Pooled
      separate accounts
            
            $
            751,984Balchem
      Corporation Common Stock
            
            
            1,428,481$
            2,180,465





Note
4 – Non-participant directed investments





Information
about the net assets and the significant components of the changes in net assets
relating to the non-participant directed investments are as
follows:





2007
            
            
            2006Balchem
      Corporation Common Stock
            
            $
            5,082,010
            
            
            $
            3,870,400





Year
      ended
              December
      31, 2007Change
      in net assets:Contributions
            
            $
            437,477Dividends
      and interest
            
            
            23,916Net
      appreciation
            
            
            1,233,217Benefits
      paid to participants
            
            
            (264,003
            )Transfers
      to participant-directed investments
            
            
            (218,997
            )Net
      increase
            
            
            1,211,610Net
      assets at beginning of year
            
            
            3,870,400Net
      assets at end of year
            
            $
            5,082,010











8
 BALCHEM
CORPORATION
 401(k)/PROFIT
SHARING PLAN
 Notes to
Financial Statements
 December
31, 2007 and 2006


Note
5 – Related-Party Transactions





As of
December 31, 2007 and 2006, the Plan held 263,154 and 261,354 shares of Balchem
Corporation common stock, respectively, with a market value of $5,889,377 and
$4,474,384 at December 31, 2007 and 2006, respectively.  The
aforementioned share information has been adjusted to reflect the December 2006
three-for-two stock split, which was effected by means of a stock dividend,
initiated by the Company.  Certain Plan investments are shares of
various funds managed by Prudential Retirement Insurance & Annuity Company
(“PRIAC”).  PRIAC is the trustee of the Plan and, therefore, these
transactions are considered related-party transactions.





Note
6 – Plan Termination





Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts.





Note
7 – Income Tax Status





The Plan
has received a favorable determination letter dated March 22, 1999 from the
Internal Revenue Service ruling that it is a qualified plan pursuant to the
appropriate section of the Internal Revenue Code (IRC) and, accordingly, the
earnings of the underlying trust of the Plan are not subject to tax under
present income tax law. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualifications. Although the Plan has
been amended since receiving the determination letter, the Plan administrator
and the Plan’s tax counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the
IRC.











9


Schedule
      1BALCHEM
      CORPORATION401(k)/PROFIT
      SHARING PLANSchedule
      H, Part IV, Line 4(i) – Schedule of AssetsHeld
      at End of YearDecember
      31, 2007




Identity
      of issue,
            
            Description
      of investments including maturity date,
            
            Currentborrower,
      lessor or similar party
            
            rate
      of interest, collateral, par or maturity value
            
            valueGuaranteed
      Income Fund(1)
            
            Units
      of participation in Guaranteed Income Fund –83,211
      units, $34.32 per unit
            $
            2,855,419Small
      Cap Growth / Times Square
            
            Units
      of participation in Small Cap Growth / Times Square21,040
      units, $25.86 per unit
            
            544,153Oppenheimer
      Global Fund
            
            Units
      of participation in Oppenheimer Global Fund7,079
      units, $85.93 per unit
            
            608,377Mid-Cap
      Value / Well Management
            
            Units
      of participation in Mid-Cap Value / Well Management7,507
      units, $22.11 per unit
            
            165,989Mid-Cap
      Growth / Artisan
            
            Units
      of participation in Mid-Cap Growth / Artisan38,415
      units, $14.83 per unit
            
            569,873Prudential
      Lifetime Income & Equity(1)
            
            Units
      of participation in Prudential Lifetime Income & Equity
    –2,893
      units, $17.33 per unit
            
            50,140Prudential
      Lifetime Conservative(1)
            
            Units
      of participation in Prudential Lifetime Conservative –21,114
      units, $17.79 per unit
            
            375,655Prudential
      Lifetime Balanced Fund(1)
            
            Units
      of participation in Prudential Lifetime Balanced –64,707
      units, $17.93 per unit
            
            1,160,333Prudential
      Lifetime Growth Fund(1)
            
            Units
      of participation in Prudential Lifetime Growth –20,498
      units, $18.40 per unit
            
            377,246Prudential
      Lifetime Aggressive Fund(1)
            
            Units
      of participation in Prudential Lifetime Aggressive8,445
      units, $18.54 per unit
            
            156,593Large
      Cap Growth/Turner Investment Fund(1)
            
            Units
      of participation in Large Cap Growth/Turner Investment35,377
      units, $16.10 per unit
            
            569,404Large
      Cap Value/AJOFund(1)
            
            Units
      of participation in Large Cap Value/AJO Fund –18,815
      units, $19.54 per unit
            
            367,633Janus
      Adviser Balanced Fund(1)
            
            Units
      of participation in Janus Adviser Balanced Fund –27,041
      units, $38.60 per unit
            
            1,043,855Intern
      Equity / Julius Baer
            
            Units
      of participation in Intern Equity / Julius Baer37,503
      units, $28.72 per unit
            
            1,077,161Goldman
      Sachs Small Cap Value
            
            Units
      of participation in Goldman Sachs Small Cap Value2,540
      units, $51.82 per unit
            
            131,658Dryden
      S&P Index Fund(1)
            
            Units
      of participation in Dryden S&P Index Fund –27,882
      units, $88.04 per unit
            
            2,454,808Balchem
      Corporation Common Stock(1)(2)(3)
            
            Units
      of participation in Balchem Common Stock –263,154
      units, $22.38 per unit
            
            5,889,377Core
      Plus Bond / BSAM Fund
            
            Units
      of participation in Core Plus Bond / BSAM Fund –12,783
      units, $16.34 per unit
            
            208,911Participant
      loans(1)
            
            Interest
      rates range from 6.00% to 10.25%
            
            436,258Total
            $
            19,042,843




(1)
              Parties-in-interest(2)
              The
      cost basis of the Balchem Corporation Common Stock Fund at December 31,
      2007 was $1,976,788(3)
              All
      per share (unit) information has been adjusted to reflect the December
      2006 three-for-two stock split (effected by means of a stock dividend)
      initiated by the Company.




See
accompanying report of independent registered public accounting
firm.




10