UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report


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

       Date of report (date of earliest event reported): December 8, 2006

                               Balchem Corporation
             (Exact name of registrant as specified in its charter)

Maryland                             1-13648             13-2578432
(State or other jurisdiction  (Commission File Number)   IRS Employer
of incorporation)                                        Identification No.)

                       P.O. Box 600, New Hampton, NY 10958
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (845) 326-5600

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02: Compensatory Arrangements for Certain Officers

         On December 8, 2006,  the Board of Directors  (the  "Board") of Balchem
Corporation  (the  "Company")  granted certain  options to,  authorized  certain
restricted  stock  arrangements  for, and approved the bonus  program for fiscal
2007 for its  executive  officers,  including  the  executive  officers who were
listed as "named  executive  officers" in the Company's  proxy statement for its
2006 annual meeting of stockholders,  Dino A. Rossi,  the Company's  President &
Chief  Executive  Officer,  Francis  Fitzpatrick,  the Company's Chief Financial
Officer,  David  Ludwig,  the  Company's  Vice  President,  General  Manager ARC
Specialty Products,  Paul Richardson,  the Company's Vice President,  Research &
Development, and Robert Miniger, the Company's Vice President, Human Resources.

         Options.  The Board  granted  options to purchase  shares of its Common
Stock to certain  executive  officers of the Company  pursuant to the  Company's
1999  Stock  Plan,  as  amended  and  restated  (the  "Plan").  Mr.  Rossi,  Mr.
Fitzpatrick,  Mr. Ludwig, Mr. Richardson and Mr. Miniger were granted options to
purchase  30,000,  23,000,  18,000,  15,000,  and 7,000 shares of Common  Stock,
respectively, at an exercise price of $26.71 per share. The options granted vest
as follows:  20% on the first  anniversary  of the grant date; 40% on the second
anniversary  of the grant date;  and 40% on the third  anniversary  of the grant
date, and otherwise  pursuant to the terms of the applicable  Stock Option Grant
agreement. These options expire on December 7, 2015.

         Restricted  Stock.  The Board  authorized  the  Company  to enter  into
Employee  Restricted Stock Purchase  Agreements (the "Employee  Restricted Stock
Agreements")  with  certain  executive  officers  of  the  Company  to  purchase
restricted  shares of the Company's Common Stock pursuant to the Plan. The Board
granted Mr. Rossi, Mr.  Fitzpatrick,  Mr. Ludwig, Mr. Richardson and Mr. Miniger
the right to purchase up to 9,000,  3,000,  2,000,  3,000,  and 1,000  shares of
restricted  Common  Stock,  respectively,  at a purchase  price equal to the par
value of the shares  ($.06-2/3 per share).  The purchased  stock is subject to a
repurchase  option in favor of the Company and to restrictions on transfer until
it vests in  accordance  with the  provisions of the Employee  Restricted  Stock
Agreements.  The  purchased  stock will vest in full four years from the date of
the Employee  Restricted Stock Agreements,  or upon an earlier change of control
of the  Company  (as  defined  in the  Employee  Restricted  Stock  Agreements),
provided the purchaser is employed by the Company on that date. In the event the
purchaser's  employment  with the  Company is  terminated  for cause or upon the
purchaser's voluntary resignation from the Company's employ, prior to vesting in
full, the Company may repurchase all of the purchased shares at a purchase price
of $.06-2/3  per share.  The Company may  repurchase  a pro-rated  amount of the
purchased shares,  based on the amount of time remaining until the vesting date,
at a purchase  price of $.06-2/3 per share in the event the purchaser  ceases to
be an employee of the Company prior to vesting by reason of: (1) the purchaser's
voluntary  retirement  from the  Company's  employ at or after  age 62;  (2) the
purchaser's death, major disability or significant  illness;  or (3) termination
of the  purchaser's  employment by  the Company  without cause. Repurchases  are
subject to the approval of the Compensation Committee of the Board.

         Bonus  Program.   The  Board  also  approved  the  Company's  Incentive
Compensation  Program for the 2007 calendar  year (the "ICP").  The ICP provides
for the awarding of bonus  compensation to executive  officers and certain other
employees, based

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upon the level of achievement of specific goals established for the particular
officer or employee, and for the weighting of those goals to determine the
amount of the bonus. No bonuses are required to be paid under the ICP unless a
specified minimum level of consolidated net income before interest and taxes
("NIBIT") is achieved. The Target Bonuses of the named executive officers of the
Company is based upon a percentage of each executive officer's base yearly
salary and is set forth in the table below.

         Name                                            Target Bonus
         ----                                            ------------

         Dino A. Rossi                                        50%
         Francis Fitzpatrick                                  35%
         David Ludwig                                         35%
         Paul Richardson                                      35%
         Robert Miniger                                       35%

         The  Compensation  Committee of the Board will  determine  actual bonus
amounts paid to the  executive  officers,  which may be higher or lower than the
Target Bonus, based upon each executive  officer's  performance  relative to the
specific established  performance goals upon which the Target Bonus amounts were
based.

         Pursuant to the terms of the employment  agreement  between the Company
and Mr.  Rossi,  Mr. Rossi is entitled to annual bonus of up to 100% of his base
salary,   based  upon  Balchem  achieving  operating  and/or  financial  targets
established by the Board or an authorized committee thereof.  Half of such bonus
compensation is determined  pursuant to the ICP. The Compensation  Committee has
established a minimum level of consolidated  net income for the 2007 fiscal year
to be  achieved  by the  Company in order for Mr.  Rossi to be  entitled  to the
portion of such bonus compensation not covered by the ICP.

         The foregoing  description  of the terms of Employee  Restricted  Stock
Agreements and the Stock Option Grant agreements is qualified in its entirety by
the terms and  provisions  of such  agreements,  the forms of which are attached
hereto as Exhibits 10.1 and 10.2, respectively.

Item 7.01: Regulation FD.

         On December 12, 2006,  the Company  issued a press  release  announcing
that on December 8, 2006 the Board of  Directors  of the  Company  approved  and
declared a 3-for-2 stock split,  to be effected in the form of a stock  dividend
on its issued and  outstanding  Common Stock, as of 5:00 PM, New York City time,
on December 29, 2006.  Also,  the Board of Directors of Balchem  declared a cash
dividend of $0.09 per share on all issued and outstanding shares of Common Stock
held as of such  record  date,  with the  number of  shares  to which  such cash
dividend  is to apply  adjusted  to give  effect  to the  stock  dividend.  Both
dividends  will be payable on January 19, 2007 to  stockholders  of record as of
the December 29, 2006 record date. A copy of the press release is filed herewith
as Exhibit 99.1 and incorporated by reference herein.

Item 9.01: Financial Statements and Exhibits.

(d)      Exhibits

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Exhibit Number          Description
--------------          -----------

10.1                    Form  of  Restricted   Stock   Purchase   Agreement  for
                        Employees pursuant to the Balchem Corporation 1999 Stock
                        Plan, as amended and restated.

10.2                    Form of  Agreement  for Stock  Option Grant to Employees
                        pursuant to the Balchem  Corporation 1999 Stock Plan, as
                        amended  and  restated  (incorporated  by  reference  to
                        Exhibit  10.3.1 to the Current Report on Form 8-K of the
                        Company, dated September 22, 2004).

99.1                    Press Release dated December 12, 2006.


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                                    SIGNATURE

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

                                                  BALCHEM CORPORATION


                                                  By:/s/ Francis J. Fitzpatrick
                                                  -----------------------------
                                                  Francis J. Fitzpatrick
                                                  Chief Financial Officer

Dated: December 14, 2006


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                                  Exhibit Index

Exhibit Number          Description
--------------          -----------

10.1                    Form  of  Restricted   Stock   Purchase   Agreement  for
                        Employees pursuant to the Balchem Corporation 1999 Stock
                        Plan, as amended and restated.

10.2                    Form of  Agreement  for Stock  Option Grant to Employees
                        pursuant to the Balchem  Corporation 1999 Stock Plan, as
                        amended  and  restated  (incorporated  by  reference  to
                        Exhibit  10.3.1 to the Current Report on Form 8-K of the
                        Company, dated September 22, 2004).

99.1                    Press Release dated December 12, 2006.