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EXHIBIT 10.4



                     PETROLITE CORPORATION
                   NON-QUALIFIED SAVINGS PLAN
                   --------------------------

                            ARTICLE I

                  SCOPE OF PLAN AND DEFINITIONS

1.1  PURPOSE AND SCOPE OF PLAN.  Petrolite Corporation hereby
     adopts a non-qualified savings plan known as the PETROLITE
     CORPORATION NON-QUALIFIED SAVINGS PLAN.  The Plan enables
     Participants to receive those benefits provided generally
     under the Company's Employees' Savings Plan that are not
     available to Plan participants because of limits contained in
     the Internal Revenue Code of 1986, as amended, including the
     following:

     (a)  Section 401(k)(3) and 401(m)(2), which limit the pre-tax
          and after-tax contributions made by and on behalf of
          Highly Compensated Employees pursuant to qualified plans;

     (b)  Section 402(g), which limits an Employee's annual Pre-Tax
          Contributions to $7,000 (as adjusted for certain
          increases under Section 415(d) of the Code); and

     (c)  Section 415, which limits the annual sum of Employee and
          Company contributions to the Employees' Savings Plan made
          by or on behalf of an Employee to $30,000 (as adjusted
          for certain increases under Treasury Regulations pursuant
          to Section 415 of the Code).

1.2  DEFINITIONS.  Whenever used in the Plan the following terms
     shall have the respective meaning set forth below unless
     expressly provided otherwise herein or unless a different
     meaning is plainly required by the context:

     (a)  "BENEFICIARY" and "BENEFICIARIES" mean(s) the person,
          persons or entity, including one or more trusts, last
          designated by a Participant on a form supplied by the
          Company as a beneficiary or beneficiaries to receive a
          payment or payments under the Plan in the event of the
          death of the Participant.  A Participant may designate
          any number of successor Beneficiaries.  If no such
          designation is in effect at the time of death of the
          Participant, or if no such persons or entities survive
          the Participant, the Beneficiary shall be the
          Participant's estate.  Only one beneficiary designation
          may be in effect at any time.

                                                 Effective 10/1/95


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     (b)  "BOARD OF DIRECTORS"  means the Board of Directors of
          Petrolite Corporation.

     (c)  "CODE" means the Internal Revenue Code of 1986, as
          amended.

     (d)  "COMMITTEE" means the committee established and appointed
          pursuant to Section 5.1 of this Plan.

     (e)  "COMPANY" means Petrolite Corporation.

     (f)  "COMPENSATION" means compensation as defined in
          Section 2.1 of the Employees' Savings Plan, as amended.

     (g)  "COMPENSATION REDUCTION ACCOUNT" means the account
          established for a Participant pursuant to Section 2.2 of
          the Plan into which amounts are credited as provided in
          the Plan.

     (h)  "COMPENSATION REDUCTION AGREEMENT" means an agreement
          between the Company and a Participant pursuant to the
          Plan.

     (i)  "EFFECTIVE DATE" means October 1, 1995.

     (j)  "EMPLOYEE" means an employee of the Company who is among
          a select group of highly compensated or management
          employees of the Company as determined by the Committee
          and who is eligible to participate in the Employees'
          Savings Plan and has authorized the Company, on a form
          provided by the Company, to deduct an amount from his
          Compensation and contribute that amount to his tax-
          deferred contribution account in the Employees' Savings
          Plan.

     (k)  "EMPLOYEES' SAVINGS PLAN" means the Petrolite Corporation
          Employees' Savings Plan, Plan No. 004, as it may be
          amended from time to time.

     (l)  "HIGHLY COMPENSATED EMPLOYEE" means an Employee who is a
          highly compensated employee as defined in Section 414(q)
          of the Code and any regulations promulgated thereunder.

     (m)  "PARTICIPANT" means an Employee who has satisfied the
          eligibility and participation requirements of this Plan
          and who has entered into a Compensation Reduction
          Agreement pursuant to the Plan.

     (n)  "PLAN" means the Petrolite Corporation Non-Qualified
          Savings Plan as set forth herein and as it may be amended
          from time to time.

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     (o)  "PLAN YEAR" means each calendar year; except that, the
          first Plan Year shall commence on the Effective Date of
          this Plan and shall end December 31, 1995.

     (p)  "TAX-DEFERRED CONTRIBUTION" means a contribution
          authorized by an Employee or Participant to the tax-
          deferred contribution account in the Employees' Savings
          Plan pursuant to Section 4.2 of the Employees' Savings
          Plan.

1.3  GENDER AND NUMBER.  Whenever used herein, a masculine pronoun
     shall be deemed to include the feminine pronoun, a singular
     word shall be deemed to include the singular and plural, and
     a plural word shall be deemed to include the singular and
     plural in all cases where the context requires.

1.4  CROSS-REFERENCES.  References herein to "Section" or
     "subsection" shall refer to the referenced Section or
     subsection of this Plan unless indicated otherwise.

                           ARTICLE II

               ELIGIBILITY AND PLAN PARTICIPATION
         COMPENSATION REDUCTION AGREEMENTS AND ACCOUNTS

2.1  ELIGIBILITY.  If the Committee determines that all or any
     portion of the Tax-Deferred Contribution authorized by an
     Employee pursuant to the Employees' Savings Plan will be
     reduced because of limits contained in the Code, including
     those contained in Sections 401(a)(17), 401(k)(3), 402(g) and
     415, the Employee shall be eligible to become a Participant by
     entering into a Compensation Reduction Agreement as provided
     in this Plan.

2.2  COMPENSATION REDUCTION AGREEMENTS.

     (a)  The Compensation Reduction Agreement shall be in a form
          as prescribed by the Committee and shall include:

            (i) The Participant's authorization for a reduction in
                his Compensation for the Plan Year referenced in
                the Compensation Reduction Agreement.   The amount
                of such reduction shall be equal to the reduction
                in the Participant's Tax-Deferred Contribution
                referenced in Section 2.1 of this Plan, except
                that the reduction for the first Plan Year may be
                some lesser amount as approved by the Committee;
                and

           (ii) The Company's agreement to credit the
                Participant's Compensation Reduction Account with
                the amount of such reduction and to pay interest

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                thereon at the rate determined by the Committee
                for each Plan Year.

     (b)  The interest rate established by the Committee shall
          apply to all amounts credited to a Participant's
          Compensation Reduction Account regardless of the
          particular Compensation Reduction Agreement pursuant to
          which an amount was credited.  Interest on amounts in a
          Participant's Compensation Reduction Account shall be
          compounded annually, and all amounts credited to a
          Participant's Compensation Reduction Account shall be
          deemed to have been credited at the beginning of the Plan
          Year.

     (c)  A Compensation Reduction Agreement shall become effective
          on the first day of the Plan Year next following the date
          it is executed by the Company and the Participant, and
          will continue in effect until amounts credited to the
          Compensation Reduction Account pursuant thereto have been
          paid as provided in the Plan.

2.3  LIMIT ON COMPENSATION REDUCTION AGREEMENTS.  No Compensation
     Reduction Agreement may provide for a reduction in
     Compensation that is greater than the maximum Tax-Deferred
     Contribution specified in the Employees' Savings Plan without
     reference to any limitations in the Code.

2.4  COMPENSATION REDUCTION ACCOUNTS.  The Company shall credit the
     amount designated by a Participant in a Compensation Reduction
     Agreement to the Participant's Compensation Reduction Account.
     Amounts may be withdrawn from a Compensation Reduction Account
     only as provided in this Plan.

                           ARTICLE III

                             VESTING

3.1  COMPENSATION REDUCTION ACCOUNT.  Each Participant shall be
     vested fully at all times in amounts contributed to the
     Participant's Compensation Reduction Account pursuant to a
     Compensation Reduction Agreement and to interest accumulated
     thereon.
                           ARTICLE IV

                     PAYMENTS FROM THE PLAN

4.1  ENTITLEMENT TO AND COMMENCEMENT OF PAYMENT.  Upon a
     Participant's retirement (as defined in the Petrolite
     Corporation Retirement Plan No. 001), disability (as defined
     in the Petrolite Corporation Disability Plan No. 508), or
     termination from employment, amounts credited to the
     Participant's Compensation Reduction Account shall be paid to

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     or on behalf of the Participant.  The full payment, or the
     initial payment, depending on the payment option elected, will
     be made during January of the year next following the year
     during which the Participant became entitled to payment.

4.2  ELECTION OF PAYMENT OPTIONS.  Amounts payable to or on behalf
     of a Participant from the Participant's Compensation Reduction
     Account shall be paid either as a lump sum or in 15 annual
     installments, as elected by the Participant in the applicable
     Compensation Reduction Agreement.

4.3  LUMP SUM PAYMENT.

     (a)  If a Participant has elected to receive all or any
          portion of the amount in his Compensation Reduction
          Account in a lump sum payment, that portion of the
          Participant's Compensation Reduction Account to be paid
          in a lump sum payment shall be valued as of the last day
          of the calendar year during which the Participant became
          entitled to payment.  The lump sum payment shall be made
          during January of the year next following the year during
          which the Participant became entitled to payment and no
          interest shall accrue on such amount between the
          valuation date and the date the lump sum payment is made.

     (b)  If a Participant who has elected to receive all or any
          portion of the amount in his Compensation Reduction
          Account in a lump sum payment dies before the payment is
          made, the lump sum payment shall be made to the
          Participant's Beneficiary.

4.4  ANNUAL INSTALLMENT PAYMENTS.

     (a)  If a Participant has elected to receive all or any
          portion of the amount in his Compensation Reduction
          Account in annual cash installment payments, that portion
          to be paid in annual cash installment payments shall be
          valued as of the last day of the calendar year during
          which the Participant became entitled to payment.  The
          initial annual installment payment shall be made during
          January of the year next following the year during which
          the Participant became entitled to payment, and shall be
          determined by dividing the value of the Participant's
          Compensation Reduction Account on such valuation date by
          15.  No interest shall accrue on the initial annual
          installment payment between the valuation date and the
          date such payment is made.  Thereafter, interest shall be
          credited to the Participant's Compensation Reduction
          Account in accordance with Section 2.2(a) of the Plan.
          Subsequent annual installment payments shall be made
          during January of each subsequent year, and shall be
          adjusted to reflect interest credited by dividing the

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          value of such Participant's Compensation Reduction
          Account as of the last day of the preceding calendar year
          by the number of payments remaining to be paid the
          Participant.

     (b)  If a Participant who has elected to receive all or any
          portion of the amount in his Compensation Reduction
          Account in annual installment payments dies before
          distribution of the full amount of such Participant's
          Compensation Reduction Account, the remaining installment
          payments shall be made to the Participant's Beneficiary.

4.5  PAYMENT ON PARTICIPANT'S DEATH.  If a Participant dies before
     becoming entitled to a payment under the Plan, amounts
     credited to the Participant's Compensation Reduction Account
     shall be paid to the Participant's Beneficiary in the payment
     form or forms elected by the Participant.

                            ARTICLE V

                     ADMINISTRATION OF PLAN

5.1  RESPONSIBILITIES AND POWERS OF THE ADMINISTRATIVE COMMITTEE.
     The Plan shall be administered by a Committee of at least
     three persons appointed by the Board of Directors, as
     constituted from time to time.  The Committee shall have the
     authority to interpret the Plan, to make all determinations
     with respect to the Plan, and to take all other actions
     necessary or advisable for the implementation and
     administration of the Plan.  Decisions and determinations of
     the Committee on all matters relating to the Plan shall be in
     its sole discretion and shall be conclusive.  No member of the
     Committee shall be liable for any action taken or decision
     made in good faith relating to the Plan.

5.2  PROFESSIONAL SERVICES.  The Committee shall have authority to
     engage counsel and such clerical, financial, investment,
     accounting and other services as the Committee deems necessary
     or desirable to the operation and administration of the Plan.

5.3  CLAIM PROCEDURES.

     (a)  The Committee shall cause a written response to be made
          to any claim for payment under the Plan within a
          reasonable time after such claim is received by the
          Company.  Except as provided below, any denial of a claim
          shall be in writing and shall set forth the specific
          reasons for such denial including, but not limited to:

            (i) Reference to relevant Sections or subsections of
                the Plan and such additional information as may be
                relevant to the denial of the claim;

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           (ii) An explanation of the claims review procedure
                established in the Plan; and

          (iii) Notice that such claimant may review pertinent
                Plan documents and/or request a review of such
                denial, as provided herein.

     (b)  Within sixty (60) days following notice of the denial of
          a claim, the claimant may request a review of such
          denial.  Within ten (10) days of its receipt of such
          request, the Committee shall review the determination
          made in light of the additional information or comments
          submitted by such claimant.

     (c)  The Committee may, but shall not be required to, hold a
          hearing at which such claimant may present the basis for
          his claim.  The Committee may establish rules of
          procedure or conduct prior to commencing any such
          hearing.

     (d)  The Committee shall render a decision within sixty (60)
          days after a claimant's request for review unless the
          Committee shall require a longer period of time for good
          cause shown, and shall advise the claimant in writing of
          its decision.  The decision of the Committee shall be
          final and conclusive.

     (e)  If the Committee fails to act on a claim within any time
          period provided in the Plan, the claim shall be deemed to
          have been denied by the Committee.

                           ARTICLE VI

                    AMENDMENT AND TERMINATION

6.1  AMENDMENT AND TERMINATION OF THE PLAN.  The Company may at any
     time and from time to time modify, amend or terminate the Plan
     in any respect; provided, however, the termination or any
     modification or amendment of the Plan shall not, without the
     consent of a Participant, affect any vested amounts on the
     date of such amendment, modification or termination.

                           ARTICLE VII

                    MISCELLANEOUS PROVISIONS

7.1  SOURCE OF PAYMENTS.  The Plan shall not be funded and all
     payments hereunder shall be made from the general assets of
     the Company.  The Company shall not, by virtue of any
     provision of the Plan or by any action of any person
     hereunder, be deemed to be a trustee or other fiduciary of any
     property for any Participant or his Beneficiaries, and the

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     liability of the Company to any Participant or his Beneficiary
     pursuant to the Plan shall be those of a debtor pursuant only
     to such contractual obligations created by the Plan; no such
     obligation of the Company shall be deemed to be secured by any
     pledge or other encumbrance on any property of the Company.
     To the extent that any Participant or his Beneficiary acquires
     a right to receive a payment from the Company under the Plan,
     such right shall be no greater than the right of any unsecured
     general creditor of the Company.

7.2  TRUST AUTHORIZED.  The Board of Directors may, in its sole
     discretion, authorize the creation of a trust account or
     accounts to fund the payment of Payments herein.

7.3  INALIENABILITY OF RIGHT TO PAYMENT.  Except as provided under
     applicable law, no amount payable pursuant to, or interest in,
     the Plan shall be subject in any manner to anticipation,
     alienation, sale, transfer, assignment, pledge, encumbrance or
     charge and any attempt to do so shall be void.  No such right
     to payment or interest shall be liable in any manner for, or
     subject to garnishment, attachment, execution or levy, or be
     liable for or subject to the debts, contracts, liabilities,
     engagements or torts of any Participant or his Beneficiaries.
     In the event the Committee finds that any Participant or his
     Beneficiary has become bankrupt or that any attempt has been
     made to anticipate, alienate, sell, transfer, assign, pledge,
     encumber or charge any right to payment under, or interest in,
     the Plan, the Committee shall hold or apply such right to
     payment or interest, or any part thereof as it deems
     appropriate, for the benefit of such Participant or his
     Beneficiary.

7.4  EXPENSES.  The Company shall pay all costs and expenses
     incurred in operating and administering the Plan.

7.5  NO RIGHT WITH RESPECT TO EMPLOYMENT.  Nothing contained
     herein, nor any action taken under the provisions hereof,
     shall be construed as giving any Participant any right with
     respect to employment or continued employment by the Company.

7.6  WITHHOLDING.  The Company shall withhold from any payment
     hereunder any amounts required to be withheld under applicable
     laws, rules and regulations.

7.7  HEADINGS.  The headings of the Sections in the Plan are for
     convenience of reference only and the text of the Plan shall
     govern.

7.8  CONSTRUCTION.  The Plan shall be construed, regulated and
     administered in accordance with the laws of the State of
     Missouri.

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     IN WITNESS WHEREOF, the Company has caused this instrument to
be executed by its officers thereunto duly authorized and its
corporate seal to be hereunto affixed as of the   1st   day of
                                                -------
October, 1995.


                              PETROLITE CORPORATION


                              By: /s/ John M. Casper
                                 -------------------------------


                              Title: Vice President,
                                     ---------------------------
                                     Chief Financial Officer
                                     ---------------------------


ATTEST:



/s/ Charles R. Miller
-----------------------------


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<PAGE> 10
                COMPENSATION REDUCTION AGREEMENT
                --------------------------------

THIS AGREEMENT made this ----- day of ------------, 1995 by and
between Petrolite Corporation, a Delaware corporation (hereinafter
the "Company"), and --------------------, an employee of the
Company (hereinafter the "Participant").

WHEREAS, the Board of Directors of the Company has approved and the
Company has adopted the Petrolite Corporation Non-Qualified Savings
Plan (hereinafter the "Plan") to enable Participants to receive
those benefits provided generally under the Company's Employees'
Savings Plan that are not available to Plan Participants because of
limits contained in the Internal Revenue Code of 1986 (the "Code");
and

WHEREAS, the Committee has determined that all or a portion of a
Tax-Deferred Contribution authorized by the Participant pursuant to
the Employees' Savings Plan will be reduced because of limits
contained in the Code; and

WHEREAS, the Participant desires to authorize the Company to reduce
his Compensation pursuant to the terms of the Plan;

NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Company and the Participant agree as follows:

1.   PARTICIPATION.  The Participant hereby elects to participate
     in the Plan and hereby authorizes a reduction in his
     Compensation pursuant to the terms of the Plan.

2.   INCORPORATION OF THE PLAN.  The Plan, and all of its
     provisions, as it now exists and as it may be amended
     hereafter, is incorporated herein by this reference and made
     a part of this agreement.

3.   DEFINITIONS.  The terms used in this agreement which are
     defined in the Plan shall have the respective meanings given
     them in the Plan unless a different meaning is clearly
     required by the context.

4.   COMPENSATION REDUCTION.  Pursuant to the Plan, the Participant
     elects to defer the receipt of, and the Company elects to
     defer the payment of, Compensation in an amount equal to the
     difference between the Tax-Deferred Contribution authorized by
     the Participant and the actual amount of such Tax-Deferred
     Contribution during the Plan Year ending December 31, 1996,
     after application of the limits contained in the Code.

5.   COMPENSATION REDUCTION ACCOUNT.  The Company shall credit the
     amount of such reduction to the Participant's Compensation
     Reduction Account.

                                               Form Approved 9/15/95


<PAGE> 11

6.   INTEREST RATE.  The interest rate established by the Committee
     for the Plan Year ending December 31, 1996 is 6.90%.  Interest
     shall be paid on amounts in the Participant's Compensation
     Reduction Account as provided in the Plan.

7.   WITHDRAWALS FROM THE PLAN.  Amounts may be withdrawn by the
     Participant from a Compensation Reduction Account only as
     provided in the Plan.

8.   ELECTION OF PAYMENT OPTION.  Pursuant to the Plan, the
     Participant hereby elects that amounts payable to or on behalf
     of the Participant from the Participant's Compensation
     Reduction Account for the Plan Year ending December 31, 1996,
     shall be paid:  [check one]

     A.   as a lump sum, / /

     B.   in 15 annual installments, / /

     as further provided in the Plan.

9.   ENTIRE AGREEMENT.  This agreement and the Plan contain the
     entire agreement and understanding by and between the Company
     and the Participant regarding the subject matter hereof.  No
     other representations, promises, agreements or understandings,
     whether written or oral, shall have any force or effect.

10.  GOVERNING LAW.  This agreement will be effective when accepted
     by the Company at its office in Missouri, will constitute a
     Missouri contract, and will be construed in accordance with
     the laws of Missouri.

11.  RECEIPT OF PLAN DOCUMENTS.  The Participant acknowledges
     receipt of a copy of the Non-Qualified Savings Plan
     Information Booklet.

IN WITNESS WHEREOF, the parties have executed this agreement in
duplicate originals as of the day and year first above written.


By the Participant:                   Approved and Accepted by
                                      Petrolite Corporation in
------------------------------        Missouri on this -------
Printed or Typed Name                 day of -----------, 1995.

------------------------------     By: --------------------------
Signature

------------------------------     Title: -----------------------
Date