UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                      
                           FORM 10-K
(mark one)                                             
                                                       
                      
   X        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
              OF THE SECURITIES EXCHANGE ACT OF 1934 
                      
            FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997
                      
            TRANSITION REPORT PURSUANT TO SECTION 13 OR  
           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM ____ TO ____ 
                      
               Commission file number 1-12854
                      
                McWhorter Technologies, Inc.
   (Exact name of registrant as specified in its charter)
                      
                  Delaware                36-3919940
      (State or other jurisdiction of  (I.R.S. employer
       incorporation or organization)   identification no.)
                      
                      
           400 East Cottage Place         847-428-2657
      Carpentersville, Illinois 60110    (Registrant's telephone             
      (Address of principal executive     number including area code)
       offices including zip code)
          
     Securities Registered Pursuant to Section 12(b) of the Act:
                      
                      
            Title of Each Class         Name of Exchange on
                                          Which Registered

      Common Stock, $0.01 par value   New York Stock Exchange
     Preferred Stock Purchase Rights  New York Stock Exchange
                      
Securities Registered Pursuant to Section 12(g) of the Act:  None
                      
     Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation
S-K (Section 229.405 of this chapter) 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.    X

     As of December 31, 1997, the aggregate market
value of the voting and nonvoting stock held by
nonaffiliates of McWhorter Technologies, Inc. (based
upon the New York Stock Exchange closing prices) was
approximately $263,205,000.

     As of December 31, 1997, 10,354,087 shares of
common stock were outstanding. 

    DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of McWhorter Technologies, Inc.'s
Proxy Statement filed with the Securities and Exchange
Commission on January 5, 1998 ("Proxy Statement") are
incorporated in Part III hereof by reference.
                      
<PAGE>                      
                      
                      
             McWHORTER TECHNOLOGIES, INC.
                      
                      
                  TABLE OF CONTENTS
                      

PART I                                                       Page
                      
Item 1.  Business. . . . . . . . . . . . . . . . . . . . .     3
                      
Item 2.  Properties. . . . . . . . . . . . . . . . . . . .     6
                      
Item 3.  Legal Proceedings and Environmental Matters . . .     7
                      
Item 4.  Submission of Matters to a Vote of Security Holders   8
                      
PART II
                      
Item 5.  Market for the Registrant's Common Equity and 
         Related Stockholder Matters . . . . . . . . . . .     8
                      
Item 6.  Selected Financial Data. . . . . . . . . . . . . .    9
                      
Item 7.  Management's Discussion and Analysis of Results of 
         Operations and Financial Condition . . . . . . . .    9
                      
Item 8.  Financial Statements and Supplementary Data. . . .   13
                      
Item 9.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure. . . . . . . .   30
                      
PART III
                      
Item 10.  Directors and Executive Officers of the Registrant. 30
                      
Item 11.  Executive Compensation. . . .. . . . . . . . . . .  31
                      
Item 12.  Security Ownership of Certain Beneficial Owners 
          and Management. . . . . . . . . . . . . . . . . . . 31
                      
Item 13.  Certain Relationships and Related Transactions. . . 32
                      
PART IV
                      
Item 14.  Exhibits, Financial Statement Schedules, and 
          Reports on Form 8-K. . . . . . . . . . . . . . . .  32
                      
Signatures   . . . . . . . . . . . . . . . . . . . . . . . .  36
                      
                      
<PAGE>
                      
PART I
                      
Item 1.  Business
                      
McWhorter Technologies, Inc. ("McWhorter" or the
"Company") is one of the leading manufacturers of
surface coating resins in the United States and Europe
and is a manufacturer of resins used in the reinforced
fiberglass plastics industry.  Surface coating resins
are a primary component of paint and coatings which
are used for a variety of protective and decorative
purposes.  Resins used for reinforced fiberglass
plastics are a primary component for various
fiberglass products.  On August 1, 1997, the Company
completed the acquisition of Syntech S.p.A. and its
affiliated entities and subsidiaries (Syntech). 
Syntech, based in Italy, is one of Europe's largest
liquid and powder resins companies.  The acquisition
of Syntech opens new markets for McWhorter and better
enables the Company to serve its customers on a global
basis.
                      
All references to years are to fiscal years ended
October 31 unless otherwise stated.
                      
Products and Markets
McWhorter's product line focuses on the requirements
of customers in the paint and coatings and reinforced
fiberglass plastics industries.  Each of these
industries is highly fragmented with a large number
of competitors.
                      
The paint and coatings industry is a mature market,
growing at an estimated 2% per annum, or about the
same rate as durable goods.  Although a number of
paint and coating manufacturers have captive resin
manufacturing capabilities today, increased costs of
product reformulation and updating of resin
manufacturing processes to comply with environmental
regulations are causing a shift from captive
manufacturing to outsourcing.  McWhorter believes this
trend will increase its sales opportunities in future
years.
                      
McWhorter produces various products including alkyds,
copolymers, polyurethanes, polyester resins,
unsaturated polyesters, acrylic emulsions, polyvinyl
acetate emulsions, solution acrylics, powder resins,
powder curing agents and a number of small volume
specialty resins.  Various types of resins are
required by customers due to differing application and
product performance characteristics.
                      
Alkyd Resins and Copolymers.  Alkyd resins and
copolymers are McWhorter's largest product category
and are used in the manufacture of oil-based paints
and coatings.  Alkyd resins and copolymers can be used
in consumer paints (e.g., house paint, deck stains,
etc.), industrial coatings (e.g., decorative and
protective coatings used on machinery, equipment,
tools, etc.) and special purpose coatings (e.g.,
traffic-striping paints, automotive refinish coatings
and industrial maintenance coatings).
                      
Alkyd resins and copolymers are formulated and
engineered according to customer specifications for
various purposes and the same product can be used in
different applications depending on the product's
formulation.  Alkyd resins and copolymers can also be
modified with other raw materials to improve
performance: silicone for longer-lasting products or
high temperature applications, vinyl toluene for
quicker-dry applications and acrylics for improved durability.

<PAGE>
                      
Polyurethane Resins.  Oil-modified polyurethane resins
are a form of an alkyd resin used primarily in
varnishes and other clear wood coatings for
application on wood floors, furniture, kitchen
cabinets, etc.  Oil-modified polyurethane resins are
also used as additives to floor coatings and other
products to improve a product's performance characteristics.
                      
Polyester Resins.  Polyester resins are used in
industrial coatings requiring specific properties such
as gloss and color retention, resistance to corrosion
and excellent flexibility.  Typical uses for
polyesters are coil coated metal buildings, appliances
and metal office furniture.
                      
Unsaturated Polyester Resins.  Unsaturated polyester
resins are used for various applications in the
reinforced fiberglass plastics industry.  The largest
uses are marine applications where  unsaturated
polyester resins are used in the manufacture of boats. 
Other applications include tub and shower enclosures,
fiberglass tanks and cultured marble surfaces.
                      
Acrylic and Polyvinyl Acetate Emulsion Resins. 
Acrylic and polyvinyl acetate emulsion resins are used
primarily in consumer latex paints.  Acrylic emulsion
resins are used in trim paints and exterior
applications where weathering, color and gloss
retention are critical.  Emulsions are also used in
industrial and special purpose coatings.  The major
advantage of acrylic emulsion resins is their ability
to meet or exceed environmental regulations because of
their low solvent content.
                      
Solution Acrylics.  Solvent-borne acrylic resins are
used in applications where resistance to weathering is
required.  Coatings produced from solvent-borne
acrylic resins may be thermoplastic or may be combined
with cross linkers to form high performance thermoset
coatings.  Typical applications include marine and
maintenance paints, and automotive topcoats.
                      
Powder Resins.  Powder resins are used in the manufacture 
of industrial powder coatings.  Powder coatings are dry 
coatings which provide an alternative to liquid coatings.  
The principal advantage of powder coatings are that they
emit no solvents, have excellent application and performance 
characteristics and have a high degree of transfer efficiency.  
Powder coatings are the fastest growing segment of the 
industrial coatings industry.
                      
Powder Curing Agents.  Powder curing agents are used
in conjunction with certain powder resins to impart
durability and hardness.  McWhorter produces urethane
curing agents, the largest volume category for powder
paint.
                      
Sales and Distribution
McWhorter sells its liquid and powder coating resin
products primarily to customers in the paint and
coatings industry through a direct sales force, with
the balance sold through agents or distributors.  The
majority of McWhorter's sales of unsaturated polyester
resins to the fiberglass resin products industry are
sold through distributors.  McWhorter's business has
primarily been focused in North America.  However, the
acquisition of Italian-based Syntech and the acquisition
of the equity interests of its joint venture partners
in McWhorter Technologies Europe provides a strong base
for McWhorter in Europe.
                      
McWhorter's business is somewhat seasonal with sales
volume being traditionally the highest during the
third quarter of its fiscal year.  This seasonality is
largely due to the buying cycle of 

<PAGE>
                      
the consumer paint and maintenance coatings
businesses.  Since orders are generally filled within
a minimum lead time, McWhorter has no significant backlog.
                      
Manufacturing and Research and Development
McWhorter operates its manufacturing plants 24 hours a
day on a five or seven day schedule, depending on
local work practices, capacity utilization and
customer requirements.
                      
Solvent-based products are generally produced in high
temperature reactors.  Raw materials are fed into a
reactor and heated to 400-500 degrees Fahrenheit for 
10-30 hours, depending on the formulation.  Once the desired
properties are achieved, the product is transferred to
a mixing vessel, where additional materials are added
to complete the batch.  Finally, the resin is filtered
and pumped into drums or bulk storage tanks before
shipment to customers.
                      
Emulsions are processed differently from solvent-based
resins.  Emulsions are created by exothermic reactions
in reactors designed to control the reaction by
cooling the product.  Once the reaction is complete,
material is filtered and transferred to bulk storage
tanks before shipment to customers.
                      
McWhorter manufactures certain proprietary resins
under tolling arrangements, which are common in the
resin industry.  Such arrangements are subject to
confidentiality and secrecy agreements which safeguard
the customer's technology.
                      
McWhorter's research and development activities have
emphasized emerging technologies in the paint and
coatings industry, focusing on developing products
designed to comply with environmental laws and
maintain the integrity of a product's performance
characteristics.  In August, 1997, McWhorter broke
ground for a new corporate research and development
facility in Carpentersville, Illinois.  This 42,000
square-foot facility is scheduled to open in the spring of 1998.
                      
Raw Materials
Materials used in the manufacturing of resins are
procured primarily from domestic suppliers.  Most of
the raw materials are derived from either petroleum or
vegetable oil.  McWhorter has not experienced
difficulty in recent years in obtaining an adequate
supply of raw materials or other supplies needed in
the manufacturing process.  The majority of the
materials purchased are subject to national supply
contracts which generally average one to three years
in length with pricing subject to periodic reviews and adjustment
based on market conditions.  Raw material prices move
up and down due to market conditions in the
petrochemical or vegetable oil markets.  

Intellectual Property
McWhorter's business is not materially dependent upon
franchises, licenses or similar rights, or on any
single patent or trademark or group of related patents
or trademarks.  The techniques and formulas used to
produce solvent-based resins are mature and well
known.  The techniques and formulas used to produce
acrylic emulsions, powder resins, curing agents and
other specialty resins are in some instances not well
known or are protected by patents or as trade secrets.
                      
Competition
McWhorter encounters competition from numerous other
companies with respect to each of the products it
produces.  A significant number of resin producers are
vertically integrated into 

<PAGE>

coatings manufacturers, providing a captive source of 
resin products for such manufacturers.  Some of these 
captive producers also sell directly to third parties.  
                      
Consistent quality, responsive service, technology and
price are the critical elements that customers use to
select their resin suppliers.  McWhorter believes that
it competes favorably in each of these areas.
                      
Employees
McWhorter employs approximately 791 full- and part-time employees, of which
approximately 52 are covered by collective bargaining agreements.  
                      
Item 2.  Properties
                      
McWhorter's corporate headquarters are located in
Carpentersville, Illinois.  The Company operates eight
plants in the United States and two plants in Italy. 
All plant facilities are owned, well maintained, and
being utilized for their intended purposes and have
sufficient capacity to meet their reasonably anticipated needs.  Total
practical production capacity of McWhorter's plant facilities is
approximately 761 million wet pounds per annum. 
McWhorter has no material encumbrances on its
facilities.  The following table  provides certain
additional information regarding McWhorter's properties:
                      
   Plant Location                        Approximate 
                                       Square Footage
   Carpentersville, Illinois              224,277
   Philadelphia, Pennsylvania             112,653
   Forest Park, Georgia                    83,875
   Lynwood, California                     52,899
   Ennis, Texas                            45,969
   Chicago Heights, Illinois               35,510
   Columbus, Georgia                       30,325
   Portland, Oregon                        14,995
   Cola Di Lazise, Italy                   42,642
   Sant Albano, Italy                     102,640
                                           
The joint venture McWhorter Technologies Europe
currently consists of three plants, one each located
in Sweden, Finland and the United Kingdom.
                                           
McWhorter leases from Valspar approximately 30,000
square feet of office and laboratory space in
Minneapolis, Minnesota.

<PAGE>
                                           
Item 3.  Legal Proceedings and Environmental Matters
                                           
McWhorter is involved in an administrative proceeding
with the California Department of Toxic Substances
Control ("DTSC").  McWhorter is appealing a Corrective
Action Order issued by the DTSC.  Because of the
subjective nature of the Order's requirements and the
pending ruling upon the Order's merits and validity,
it is impossible to quantify any potential resulting
impact to liabilities.
                                           
Other than above, McWhorter is not party to any legal
or administrative proceedings, other than routine
litigation incidental to the business or involving
claims for immaterial amounts.   
                                           
The operations of McWhorter, like those of other
companies in its industry, involve the generation and
disposal of substances regulated by the United States
Environmental Protection Agency and certain state
agencies under various federal and state environmental
laws.  As a result, McWhorter is involved in various
claims relating to environmental and waste disposal
matters.  These claims generally allege that
McWhorter, together with other parties, is responsible
under federal and state environmental laws for the
remediation of hazardous waste at a particular site. 
Several of these laws provide that potentially
responsible parties may be held jointly and severally
liable for investigation and remediation costs
regardless of fault.  Although McWhorter continually
assesses its potential liability with respect to its
past and present operations, any potential liability
ultimately determined to be attributable to McWhorter
is subject to a number of uncertainties, including,
among others, the number of parties involved with
respect to any given site, the volumetric contribution
which may be attributed to McWhorter relative to that
attributable to other parties, the nature and
magnitude of the wastes involved, and the method and
extent of remediation.  McWhorter does not believe
that any potential liability, either individually or
in the aggregate, ultimately determined to be
attributable to McWhorter will have a material adverse
effect on its business or financial condition.  
                                           
At October 31, 1997 the estimated amount of probable
environmental liability of McWhorter is approximately
$3,489,000.  Cargill Incorporated (Cargill) has agreed
to indemnify McWhorter, subject to certain
limitations, for damages resulting from certain
environmental matters relating to its former Resin
Products Division that was acquired by the Company in
1994.  As a result of the probable recovery of
$2,289,000 from Cargill, McWhorter's net estimated
environmental liability is approximately $1,200,000. 
There are a total of fifteen sites at which McWhorter
believes it has probable environmental liability,
including nine sites for which the estimated liability
is less than $10,000 per site.  The maximum estimated
amount of environmental liability attributable to any
individual site is approximately $907,000, of which a
significant portion is expected to be reimbursed by
Cargill.  During 1997, McWhorter spent approximately
$643,000 on remediation costs, of which $497,000 was
spent on projects that were or shall be reimbursed by
Cargill.  During 1998, McWhorter expects to spend
approximately $1,400,000 on remediation costs, of
which $1,075,000 is expected to be reimbursed by
Cargill.  During 1997, McWhorter spent approximately
$3,120,000 on capital expenditures to comply with
environmental laws and regulations and during 1998
McWhorter expects to spend approximately
$4,930,000 on such expenditures.
                                       
<PAGE>    
                                           
Item 4.  Submission of Matters to a Vote of Security Holders
                                           
There were no matters submitted to a vote of security
holders during the fourth quarter of 1997.
                                           
PART II
                                           
Item 5.  Market for the Registrant's Common Equity and
         Related Stockholder Matters
                                           
McWhorter common stock is traded on the New York Stock
Exchange under the trading symbol "MWT."  
                                           
The following table sets forth the high and low bid
and ask sales prices for the common stock for fiscal
1997 and 1996.  The Company did not declare any cash
dividends on its common stock in either fiscal year.
                                           
<TABLE>
<CAPTION>
                               1997           1996
                           Low     High    Low    High
<S>                        <C>     <C>     <C>    <C>                          
 First quarter           $18.88  $24.13  $13.13  $15.63
 Second quarter           20.13   23.25   13.38   18.13
 Third quarter            21.25   24.38   16.38   19.38
 Fourth quarter           23.75   27.44   17.13   20.13
                                           
</TABLE>

As of December 31, 1997, there were 1,355 holders of
record of the common stock.  There have been no sales
of securities by the Company during the period covered
by this report that were not registered under the
Securities Act of 1933.  
                                           
<PAGE>                                           
                                           
Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
 Dollars in thousands,  except per share amounts
          
                                           Year Ended                  
                   October 31, October 31, October 31, October 31, October 29,
                     1997(a)      1996        1995       1994(b)    1993 (b) 
<S>                   <C>          <C>         <C>        <C>        <C>
Net sales            $331,465    $315,925    $311,398    $242,331    $109,839
Net income             15,418      13,833      11,070       8,444(c)    7,905
Net income per share     1.47        1.32        1.02         .78         .65
Total assets          259,182     153,254     138,127     138,563      71,196
Total debt             80,858      23,140      31,764      38,618         150

</TABLE>

(a)  Reflects the acquisition of Syntech S.p.A. since the August 1, 1997
     acquisition date.
(b)  McWhorter Technologies, Inc. was formed as a result of the spin-off 
     on April 29, 1994 by the Valspar Corporation of its wholly-owned
     subsidiary McWhorter Inc., including the Resin Products Division (RPD) 
     of Cargill Incorporated that was acquired by McWhorter on February 18, 
     1994.  The pro forma information does not necessarily reflect what
     the results for the Company would have been had it been an independent 
     company or had the business of the Company and the RPD business been 
     combined during the pro forma period.
(c)  Includes a charge of $2,472 pretax, $1,497 after taxes, or $.14 per 
     share, to recognize the impairment in value of the Los Angeles resin
     facility.  This facility was transferred to The Valspar Corporation 
     during the second quarter at the time the Company acquired the Resin 
     Products Division assets of Cargill Incorporated.

Item 7.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition

The following discussion and analysis provides
information which management believes is relevant to
an assessment and understanding of the consolidated
results of operations and financial condition of
McWhorter Technologies, Inc. (the "Company" or
"McWhorter").  The discussion should be read in
conjunction with the consolidated financial statements
and notes thereto.  Except for historical information
contained herein, certain matters set forth in this
Annual Report are forward looking statements that
involve certain risks and uncertainties that could
cause actual results to differ materially from those
in the forward looking statements.  All references to
years are to fiscal years ended October 31 unless
otherwise stated.

Overview   On August 1, 1997, the Company completed
the acquisition of Syntech S.p.A. and its affiliated
entities and subsidiaries (Syntech) for $48.3 million
in cash and approximately $17.1 million of assumed
debt of Syntech.  Syntech is an Italian-based resin
company with two production facilities in Italy.  The
cash portion of the purchase consideration was made
available from the Company's $150 million credit
facility.  The acquisition was accounted for under the
purchase method and the results of Syntech since the
date of acquisition have been included in the
consolidated results of the Company.  Refer to Note 2
of Notes to Consolidated Financial Statements for
discussion on the acquisition of Syntech.

In February 1997, the Company announced plans to
construct a 42,000 square foot laboratory facility in
Carpentersville, Illinois.  The projected cost of this
new facility is $6,800,000.  The facility is scheduled
to open in the spring of 1998.  As a result of this
project, the Company will be closing the facility that
is currently being leased in Minneapolis.  Employees
from the product development and technical support
groups will be relocated to the new facility to serve

<PAGE>

McWhorter's Liquid Coatings, Powder Coatings, and
Composite Polymer businesses.  Approximately 36
employees in Research and Development and Information
Technology Services will be impacted by the closing. 
In total, the Company expects to incur approximately
$1,300,000 of pretax charges to operating earnings, 7
cents per share after taxes, related to this move.  In
1997, $615,000 has been charged to operations, 4 cents
per share after taxes, primarily for costs associated
with the estimated amount of termination benefits to
be paid to certain employees.  The remaining costs to
be charged in 1998, primarily in the second quarter,
are for costs to be incurred in connection with
relocation of existing employees, hiring of new
employees, and moving equipment from Minneapolis to
Carpentersville.

The Company purchased the equity interest of its joint 
venture partners in McWhorter Technologies Europe 
(McWhorter Europe).  The purchase occurred in separate
transactions during November 1997 and January 1998 for
$9,534,000.  As a result, the Company increased its
equity interest in McWhorter Europe from 33.3 percent
to 100 percent.  

Results of Operations 1997 vs. 1996  Net sales for
1997 were $331,465,000 compared to $315,925,000 in the
prior year.  The sales increase of 5 percent was made
up of 4 percent from the acquisition of Syntech in
August 1997 and a 3 percent volume increase offset by
a 2 percent price decrease.  Volume increases in the
Company's large national customers were offset by loss
of low margin industrial toll business and delayed
timing of inventory replenishments by certain
customers.  The Company expects that the global
consolidation of McWhorter and Syntech combined with
other expansion efforts will result in improved
performance in all of the Company's businesses in
1998.

The Company's gross profit margin was 16.3 percent in
1997 compared to 15.4 percent in 1996.  The 1997
margins were favorably impacted by an increase of
specialty products in the sales mix combined with the
continuing focused efforts in the area of process
improvements.  The Company expects raw material costs
to remain relatively stable for 1998 and internal
process improvements in the U.S. to continue to
favorably impact margins.

Operating expenses (research, selling, general and
administrative) were 7.9 percent of sales in 1997
compared to 7.5 percent of sales in 1996.  The higher
expenses compared to 1996 reflect higher headcount
levels and the amortization of costs related to the
acquisition of Syntech.

Other expense in 1997 included charges totaling
$811,000 (5 cents per share after taxes) for the
estimated amount of termination benefits to be paid to
employees related to the upcoming relocation of the
Minneapolis research facility to Carpentersville in
the spring of 1998 and the write-off of a tax-related
receivable.

Net interest expense was $2,166,000 in 1997 compared
to $1,653,000 last year.  This comparison reflects
higher debt levels due to the acquisition of Syntech. 
Excluding the acquisition, interest expense in 1997
was impacted by a reduction in debt of approximately
$7,500,000.

<PAGE>

The effective tax rate was 38.3 percent in 1997 and
40.5 percent in 1996.  The 1997 tax rate reflects the
tax benefit of an income tax audit of $591,000 (6 cents per share).

Net income in 1997 was $15,418,000, or $1.47 per
share, compared to $13,833,000, or $1.32 per share
last year.  Excluding the acquisition of Syntech, net
income for 1997 was $15,746,000 or $1.50 per share
which represents a 14 percent increase over 1996 net
income per share.

Results of Operations 1996 vs. 1995  Net sales for
1996 were $315,925,000 compared to $311,398,000 in
1995.  Volume increases of 4 percent were partially
offset by a 2 percent price decrease.  The volume
comparison is impacted by the September 1, 1995
acquisition of The Glidden Company's resin producing
facility in Columbus, Georgia.  On a comparable basis
without the acquisition, volume was flat.  Volume
improved significantly during the second half of 1996. 
In the fourth quarter of 1996, volume in all
businesses was strong.  In 1996, the Company
experienced a decline in raw material costs which
resulted in the lowering of prices across businesses.  

The Company's gross profit margin was 15.4 percent in
1996 compared to 13.5 percent in 1995.  Declining raw
material pricing and ongoing internal process
improvements implemented in 1995 led to a significant
improvement in gross margin percent in 1996.  As a
result of the raw material price decreases, the last-in, 
first-out (LIFO) inventory valuation method had the net 
effect of decreasing cost of sales by
$1,358,000 pretax, $808,000 after taxes, or 8 cents
per share, in 1996 compared to 1995 when raw material
price increases had the net effect of increasing cost
of sales by $1,090,000 pretax, $649,000 after taxes,
or 6 cents per share.  Such charges increased gross
margin percent by .4 percent in 1996 and decreased
gross margin percent by .4 percent in 1995.

Operating expenses were 7.5 percent of sales in 1996
compared to 6.8 percent in 1995.  Higher expenses
compared to 1995 primarily reflected higher costs
associated with incentive plans tied to the Company's
performance.

In September 1996, the Company completed the joint
venture in McWhorter Technologies Europe.  This
investment is accounted for on the equity method with
earnings reflected as a component of other expense
(income), net in 1996.  The  investment did not have a
material impact on earnings for 1996.

Net interest expense was $1,653,000 in 1996 compared
to $2,310,000 in 1995.  This comparison reflects
reduced debt levels and lower average borrowing rates.

The effective tax rate was 40.5 percent in 1996 and
1995.

Net income in 1996 was $13,833,000, or $1.32 per
share, compared to $11,070,000, or $1.02 per share in
1995.  This comparison is impacted by the Company's
share repurchase program which had a favorable impact
of 5 cents per share in 1996.

Financial Condition   In 1997 operations generated
cash of $27,583,000 compared to $25,778,000 in 1996. 
The Company's current ratio was 1.3 at the end of 1997
including the impact of the Syntech acquisition
compared to 1.5 at the end of 1996.

<PAGE>

Investing activities used cash of $62,402,000 in 1997
compared to $12,417,000 in 1996.  The increase
primarily relates to the acquisition of Syntech in
1997.  In January 1997, the Company made an equity
investment of $2,343,000 for a 40 percent equity
interest in the newly-formed joint venture, McWhorter
Technologies Thailand.  Capital expenditures were
$11,203,000 in 1997 versus $6,991,000 in 1996.  The
1997 capital expenditures were primarily for
productivity improvements.  Capital spending for 1998
is budgeted to be approximately $25,000,000.  The
increase from 1997 capital spending is from spending
for two large projects, the new research and
development facility and the implementation of
Enterprise Resource Planning package totaling
approximately $10,000,000, and spending for various
productivity improvements in Company facilities in
Europe of approximately $4,500,000.

Financing activities provided cash of $37,688,000 in
1997 compared to using cash of $14,205,000 in 1996. 
Total debt increased to $80,858,000 at October 31,
1997 from $23,140,000 a year ago.  The increase was
primarily due to borrowing to fund the Syntech
acquisition, the equity investment in McWhorter
Thailand, and the repurchase of 125,222 shares of
common stock for treasury stock.  Debt as a percentage
of invested capital increased to 46.9 percent at
October 31, 1997 as a result of the Syntech
acquisition from 22.5 percent a year ago.

The Board of Directors of the Company adopted a
resolution authorizing the repurchase by the Company
of up to an aggregate of 500,000 shares of its common
stock over a twelve-month period ending February 1998. 
As of October 31, 1997, the Company had acquired
139,522 shares at a total cost of $2,919,000.  During
1996 and 1995, the Company completed the repurchase of
500,000 shares of its common stock from the 1995
authorization.  The total cost of those shares
repurchased was $7,194,000.

The Company has a $150,000,000 unsecured revolving
credit facility that terminates on July 30, 2002.  At
October 31, 1997, $95,000,000 was available under this
facility.  The Company's Italian subsidiary has short-term 
lines of credit of $32,850,000 of which
$18,604,000 is available for future use at October 31,
1997.  Historically, while sales for McWhorter have
been lowest in the first quarter, monthly fluctuations
in working capital have been modest.  The credit
facility and internally generated funds are expected
to be adequate to finance McWhorter's capital
expenditures and other operating requirements.  Refer
to Note 8 of Notes to Consolidated Financial
Statements for discussion on the Company's debt.

Refer to Item 3, Legal Proceedings and Environmental
Matters and Note 11 of Notes to Consolidated Financial
Statements for discussion on environmental
liabilities.

<PAGE>

Item 8.  Financial Statements and Supplementary Data             Page

Report of Independent Auditors. . . . . . . . . . . . . .         14 

Consolidated Statements of Income for the Years Ended
  October 31, 1997, 1996 and 1995. . . . . . . . . . . . .        15

Consolidated Balance Sheets as of October 31, 1997 
  and 1996. . . . . . . . . . . . . . . . . . . . . . . . .       16

Consolidated Statements of Cash Flows for the Years
  Ended October 31, 1997, 1996 and 1995. . . . . . . . . .        17

Consolidated Statements of Changes in Shareholders' Equity 
  for the Years Ended October 31, 1997, 1996 and 1995 . . .       18

Notes to Consolidated Financial Statements. . . . . .. . . . .    19

<PAGE>

            REPORT OF INDEPENDENT AUDITORS
                      
                      
To the Shareholders and Board of Directors of 
McWhorter Technologies, Inc.

We have audited the accompanying consolidated balance
sheets of McWhorter Technologies, Inc. and
subsidiaries as of October 31, 1997 and 1996, and the
related consolidated statements of income,
shareholders' equity and cash flows for each of the
three years in the period ended October 31, 1997. 
These financial statements are the responsibility of
the Company's management.  Our responsibility is to
express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  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
consolidated financial position of McWhorter
Technologies, Inc. And Subsidiaries at October 31,
1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three
years in the period ended October 31, 1997, in
conformity with generally accepted accounting
principles. 



                              /s/ Ernst & Young LLP
                              ERNST & YOUNG LLP

Chicago, Illinois
November 17, 1997

<PAGE>

<TABLE>
  
                   McWHORTER TECHNOLOGIES, INC.
               CONSOLIDATED STATEMENTS OF INCOME
                      
<CAPTION>
Dollars in thousands, except per share amounts
                                                   Year Ended

                                     October 31,   October 31,   October 31,
                                         1997          1996         1995
<S>                                       <C>           <C>          <C>
Net sales                              $331,465      $315,925      $311,398
Costs and expenses:
  Cost of sales                         277,372       267,161       269,233
  Research                                8,384         7,469         6,758
  Selling, general and administrative    17,637        16,368        14,537
  Other expense (income), net (Note 16)     923            25           (45)
Income from operations                   27,149        24,902        20,915
Interest expense, net                     2,166         1,653         2,310
Income before income taxes               24,983        23,249        18,605
Income tax expense (Note 10)              9,565         9,416         7,535
Net income                             $ 15,418      $ 13,833      $ 11,070
Net income per share                   $   1.47      $   1.32      $   1.02

</TABLE>
                  See Notes to Consolidated Financial Statements

<PAGE>
<TABLE>
                    McWHORTER TECHNOLOGIES, INC.
                    CONSOLIDATED BALANCE SHEETS
<CAPTION>
Dollars in thousands, except share amounts 
                                           October 31,    October 31,
                                              1997           1996
<S>                                            <C>            <C>
Assets
Current assets
     Cash                                   $  3,929       $  1,060
     Accounts receivable less allowances 
       for doubtful accounts of $1,812 in 
       1997 and $385 in 1996                  67,762         47,166
     Inventories (Note 3)                     26,487         18,151
     Other current assets                      8,743          5,019
                                             106,921         71,396
Property, plant and equipment (Note 4)       148,609        107,119
Less accumulated depreciation                 43,315         33,489
     Net property, plant and equipment       105,294         73,630
Intangibles, net (Notes 2 and 5)              36,153            279
Other assets (Note 6)                         10,814          7,949
                                            $259,182       $153,254
Liabilities and Shareholders' Equity
Current liabilities
     Short-term debt (Note 8)               $ 23,706       $  9,995
     Trade accounts payable                   43,265         26,363
     Accrued liabilities (Notes 7 and 11)     15,276         10,504
                                              82,247         46,862
Long-term debt, less current portion (Note 8) 57,152         13,145
Deferred income taxes (Note 10)               22,446         10,486
Accrued environmental liabilities (Note 11)    2,201          3,037
Other liabilities                              3,468        
Shareholders' equity
     Common stock (par value $.01 per share; 
       authorized 30,000,000 shares; issued 
       10,965,547 shares in 1997 and 1996)       110            110 
     Additional paid-in capital               10,867         10,803
     Retained earnings                        92,980         77,562
     Currency translation adjustments           (940)           (74)
     Restricted stock awards (Note 13)        (1,633)        (1,463)
     Treasury stock, at cost (612,460 shares 
       in 1997 and 499,607 shares in 1996)    (9,716)        (7,214)
                                              91,668         79,724
                                            $259,182       $153,254

</TABLE>
              See Notes to Consolidated Financial Statements
<PAGE>

<TABLE>

                      McWHORTER TECHNOLOGIES, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                              Year Ended
Dollars in thousands
                                    October 31,   October 31,   October 31, 
                                       1997           1996         1995
<S>                                     <C>            <C>          <C>
Operating Activities                    
Net income                            $15,418       $13,833       $11,070
Adjustments to reconcile net 
  income to net cash provided 
  by operating activities:
    Depreciation and amortization      10,353         9,079         7,901
    Deferred income taxes                 711         3,530         3,708
    Other, net                            906           (87)          136
    Changes in working capital:   
      Accounts and notes receivable     8,674        (5,943)       (1,923)
      Inventories                      (2,218)       (6,131)       10,118
      Trade accounts payable and 
        accrued liabilities            (5,364)       10,993        (5,652)
      Other current assets               (897)          504        (1,217)
Net cash provided by operating 
  activities                           27,583        25,778        24,141
Investing Activities
Acquisition spending, net of 
  cash acquired                       (48,318)                     (2,558)     
Capital expenditures                  (11,203)       (6,991)       (6,469)
Investments in joint ventures          (2,915)       (5,467)
Other, net                                 34            41            33
Net cash used by investing activities (62,402)      (12,417)       (8,994)
Financing Activities
Increase (decrease) in debt, net       40,326        (8,624)      (12,872)
Purchase of treasury stock             (2,683)       (5,683)       (1,747)
Other, net                                 45           102    
Net cash provided (used) by 
  financing activities                 37,688       (14,205)      (14,619)
Increase (decrease) in cash             2,869          (844)          528
Cash at beginning of period             1,060         1,904         1,376
Cash at end of period                $  3,929      $  1,060      $  1,904

</TABLE>

The Company's 1995 acquisition spending involved the following:

          Fair value of assets acquired                          $  8,576
          Note issued by seller                                    (6,018)

                See Notes to Consolidated Financial Statements

<PAGE>

<TABLE>
                      McWHORTER TECHNOLOGIES, INC.
       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<CAPTION>
Dollars in thousands, except share amounts

                                                    Additional
                                   Common Stock       Paid-in      Retained
                                 Shares     Amount    Capital      Earnings
<S>                               <C>         <C>       <C>          <C>
Balance October 31, 1994       10,864,899    $109     $9,359       $52,659
  Net income                                                        11,070
  Issuance of common stock 
    for restricted stock 
    awards                         99,165       1      1,536 
  Purchase of treasury stock     (117,000) 

Balance October 31, 1995       10,847,064     110     10,895        63,729
  Net income                                                        13,833
  Issuance of common stock 
    for restricted stock 
    awards                          1,483                 22 
  Exercise of stock options        14,693               (114)
  Purchase of treasury stock     (397,300)
  Currency translation 
    adjustments

Balance October 31, 1996       10,465,940     110     10,803        77,562
  Net income                                                        15,418
  Issuance of common stock for          
    restricted stock awards         8,993                 69 
  Exercise of stock options         3,376                 (5)
  Purchase of treasury stock     (125,222)
  Currency translation
    adjustments

Balance October 31, 1997       10,353,087    $110    $10,867       $92,980

</TABLE>
              See Notes to Consolidated Financial Statements

<PAGE>

<TABLE>
                        McWhorter Technologies, Inc.
         Consolidated Statements of Changes In Shareholders' Equity
<CAPTION>
Dollars in thousands, except share amounts
                                        Currency    Restricted    
                                        Translation   Stock      Treasury
                                        Adjustments   Awards       Stock
<S>                                       <C>          <C>          <C>
Balance October 31, 1994
  Net income
  Issuance of common stock for restricted
    stock awards                                      (1,463)
  Purchase of treasury stock                                       (1,747)

Balance October 31, 1995                              (1,463)      (1,747)
  Net income
  Issuance of common stock for restricted
    stock awards
  Exercise of stock options                                           216
  Purchase of treasury stock                                       (5,683)
  Currency translation adjustments         (74)

Balance October 31, 1996                   (74)       (1,463)      (7,214)
  Net income
  Issuance of common stock for restricted
    stock awards                                        (170)         131
  Exercise of stock options                                            50
  Purchase of treasury stock                                       (2,683)
  Currency translation adjustments        (866)

Balance October 31, 1997                 $(940)      $(1,633)     $(9,716)

</TABLE>
              See Notes to Consolidated Financial Statements

<PAGE>


                      McWHORTER TECHNOLOGIES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business and basis of presentation  The
Company operates in one business segment, the manufacture
and distribution of resin used in coatings and composite
polymer industries, and sells primarily to customers located
in North America and Western Europe.

The consolidated financial statements include the accounts
of the parent company and its subsidiaries (refer to Note 2
- Acquisition).  Investments in 50 percent or less owned
companies and joint ventures are carried on the equity basis
with the Company's share of earnings reflected as a
component of other expense (income), net.  All significant
intercompany accounts and transactions are eliminated in
consolidation.

Use of estimates  The preparation of the financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Actual results
could differ from those estimates.

Inventories  Inventories are stated at the lower of cost or
market.  At October 31, 1997, costs are recorded on the
last-in, first-out (LIFO) method for approximately 76
percent of the inventories, and on a first-in, first-out
(FIFO) method for the remainder.  At October 31, 1996 costs
are recorded on the LIFO method for all inventories.

Property, plant and equipment  Property, plant and equipment
are recorded at cost.  Depreciation is based upon estimated
useful lives of 10 to 40 years for buildings and 3 to 15
years for machinery and equipment, using primarily the
straight-line method.

Intangible assets  Intangible assets are recorded at cost. 
Amortization is recorded using the straight line method over
40 years for goodwill and over 15 years for other intangible
assets.

Stock-based compensation  The Company accounts for stock-based compensation
plans under the provisions of Accounting
Principles Board Opinion No. 25 (APB No. 25).  Refer to Note
13 for disclosures required by Statement of Financial
Accounting Standard (SFAS) No. 123, "Accounting for Stock-based 
Compensation".
                        
Net income per share  Net income per common share amounts
were computed on the basis of the weighted average number of
common and common equivalent shares outstanding.  Such
weighted average shares used in the computations were
10,492,875 in 1997; 10,484,279 in 1996; and 10,878,326 in
1995.

In February 1997, the Financial Accounting Standards Board
issued SFAS No. 128, "Earnings Per Share".  SFAS No. 128,
which is effective for financial statements issued for
periods ending after December 15, 1997, specifies the
computation, presentation, and disclosure requirements for
earnings 

<PAGE>

per share.  The Company will adopt SFAS No. 128 in
fiscal 1998.  The difference between basic and diluted
earnings per share, as defined by SFAS No. 128, would not be
material for fiscal years 1997, 1996, and 1995.  

Translation of foreign currencies Assets and liabilities of
foreign subsidiaries are translated at the exchange rate in
effect at the balance sheet date while the income and
expenses are translated at the average exchange rates
prevailing during the year.  The related translation
adjustments are reflected as a separate component of
stockholder's equity.  Gains and losses resulting from
foreign currency transactions denominated in a currency
other than the entity's functional currency are included in
net income.

Long-lived assets  In 1997, the Company adopted SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets of be Disposed Of".  Accordingly, when
indicators of impairment are present, the Company evaluates
the carrying value of property, plant & equipment and
intangibles in relation to the future undiscounted cash
flows of the underlying businesses.  Adoption of the
standard had no impact on the 1997 financial statements.

NOTE 2 - ACQUISITION 

On August 1, 1997, the Company completed the acquisition of
Syntech S.p.A. and its affiliated entities and subsidiaries
(Syntech) for $48.3 million in cash and approximately $17.1
million of assumed debt of Syntech.  Syntech is an Italian
based resin company with two production facilities in Italy. 
The cash portion of the purchase consideration was made
available from the Company's $150 million credit facility.

The acquisition was accounted for under the purchase method
and the results of Syntech since the date of acquisition
have been included in the consolidated results of the
Company.  The excess of purchase price over the net book
value of assets was approximately $30.8 million, the largest
component of which was allocated to goodwill.  Since the
acquisition was recently completed, finalization of the
allocation of the purchase price is subject to completion.

The pro forma results below are unaudited and reflect the
purchase price accounting adjustments assuming the
acquisition occurred at the beginning of each year
presented.

<TABLE>

Pro Forma Results (Unaudited):
<CAPTION>
Dollars in thousands, except per share amounts
                                                October 31,   October 31, 
                                                    1997         1996
<S>                                                  <C>          <C>
Net sales                                         $407,495      $408,052
Net income                                        $ 14,207      $ 12,704
Net income per share                              $   1.35      $   1.21

</TABLE>

<PAGE>

NOTE 3 - INVENTORIES

The major classes of inventories consist of the following:

<TABLE>
<CAPTION>
Dollars in thousands
                                       October 31,     October 31,
                                           1997           1996
<S>                                         <C>            <C>
Manufactured products                    $16,407         $11,916
Raw materials, supplies and 
  work-in-progress                        10,080           6,235
                                         $26,487         $18,151
</TABLE>
                        

Inventories stated at cost as determined by the LIFO method
are approximately $2,276,000 and $2,151,000 lower at October
31, 1997 and 1996, respectively, than such costs determined
under the FIFO method.  In 1997, the LIFO valuation method
had the net effect of decreasing pretax income as compared
to the FIFO method by $125,000, $74,000 after taxes, or $.01
per share.  In 1996, the LIFO valuation method had the net
effect of increasing pretax income as compared to the FIFO
method by $1,358,000, $808,000 after taxes, or $.08 per
share.  This was due to the impact of declining raw material
costs in 1996 versus 1995.  In 1995, the LIFO valuation
method had the net effect of decreasing pretax income as
compared to the FIFO method by $1,090,000, $649,000 after
taxes, or $.06 per share.  The pretax impact of raw material
cost increases of $3,062,000 was partially offset by the
$1,972,000 pretax effect of a partial inventory liquidation
in 1995.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment classifications are as follows:

<TABLE>
<CAPTION>
Dollars in thousands
                                             October 31,    October 31,
                                                1997           1996
<S>                                              <C>            <C>
Land                                          $  9,673      $  3,868
Buildings                                       24,257        18,849
Machinery and equipment                        114,679        84,402
                                               148,609       107,119
Less accumulated depreciation                   43,315        33,489
Net property, plant and equipment             $105,294      $ 73,630

</TABLE>

Depreciation expense for 1997, 1996, and 1995 was $9,962,000, $9,002,000, and 
$7,825,000, respectively.

<PAGE>

NOTE 5 - INTANGIBLES

Intangibles, net include the following:

<TABLE>
<CAPTION>
Dollars in thousands                           October 31,    October 31, 
                                                  1997           1996
<S>                                                <C>            <C>  
Goodwill                                         $24,934         $202
Other                                             11,693          202
                                                  36,627          404
Less accumulated amortization                        474          125
                                                 $36,153         $279
</TABLE>

NOTE 6 - OTHER ASSETS

Other assets include the following:

<TABLE>
<CAPTION>
Dollars in thousands                            October 31,    October 31,
                                                   1997           1996
<S>                                                 <C>            <C>
Investment in equity investees                   $ 8,449         $5,428
Other                                              2,365          2,521
                                                 $10,814         $7,949
</TABLE>

NOTE 7 - ACCRUED LIABILITIES

Accrued liabilities include the following:

<TABLE>
<CAPTION>
Dollars in thousands                             October 31,   October 31,
                                                    1997          1996
<S>                                                  <C>           <C>
Employee compensation                              $ 5,263       $ 4,797
Accrued environmental liabilities                    1,288         1,210
Other                                                8,725         4,497
                                                   $15,276       $10,504
</TABLE>
<PAGE>

NOTE 8 - DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
Dollars in thousands                            October 31,     October 31, 
                                                  1997             1996
<S>                                                <C>              <C>
Revolving credit borrowings                      $55,000          $11,000
6% note payable in annual installments with
  final payment due in 1998                        2,164            4,187
Variable rate mortgage loans due semi-annually              
  through March 2005                               1,764
11% note payable due May 1998                        638
Capital lease obligation (Note 9)                  1,083
Other                                                563               53
                                                  61,212           15,240
Less current maturities                            4,060            2,095
                                                 $57,152          $13,145
</TABLE>

The Company has $150,000,000 available under a revolving
credit facility that enables the Company to borrow funds on
an unsecured basis.  Under the terms of the agreement,
interest rates are determined at the time of borrowing and
are based on London Interbank Offered Rates (5.7% at October
31, 1997) plus an applicable margin up to .575% or other
alternative rates.  The weighted average interest rate at
October 31, 1997 was 5.9%.  This facility terminates on July
30, 2002.  At October 31, 1997, borrowings totaling
$55,000,000 were outstanding under this agreement all of
which were classified with long-term debt as they are
supported by the long-term credit facility and will continue
to be refinanced beyond October 31, 1998.  The 11% note
payable was obtained under the Government of Italy's
incentive program and is secured by a lien on the assets
acquired with proceeds of the note.  The mortgage loans are
guaranteed by mortgages on certain property and equipment.

The aggregate payments of long-term debt outstanding for the
next five years and thereafter, excluding revolving credit
borrowings, are $4,060,000 in 1998, $1,016,000 in 1999,
$359,000 in 2000, $298,000 in 2001, $204,000 in 2002, and
$275,000 thereafter.

In addition, the Company had $5,400,000 outstanding at
October 31, 1997, under an overnight credit facility with a
weighted average interest rate of 6.1%.  The Company's
Italian subsidiary has short-term lines of credit that are
cancellable at any time of $32,850,000, at weighted average
interest of 6.5%, of which $14,246,000 is outstanding at
October 31, 1997.

Interest paid during 1997, 1996, and 1995 was $2,146,000,
$1,725,000 and $2,261,000, respectively.

<PAGE>

At October 31, 1997 the Company had outstanding $3,977,000
in unissued letters of credit.

The carrying value of the Company's debt approximates fair
value at October 31, 1997.
                        
NOTE 9 - LEASE COMMITMENTS

The Company leases an industrial site (plant and equipment)
in Italy under a capital lease agreement.  The lease
agreement provides the Company with a bargain purchase
option at lease expiration in 1999 and the Company intends
to exercise this option.  Included in property, plant, and
equipment as of October 31, 1997 are the following assets
held under this capital lease:

<TABLE>
<CAPTION>
Dollars in thousands                            October 31, 1997
<S>                                                   <C>                 
Land                                                $1,023
Buildings                                            2,985
Machinery and equipment                                388
                                                     4,396
Less allowance for amortization                         20
                                                    $4,376
</TABLE>

Amortization of leased assets is included in depreciation
and amortization and in accumulated depreciation.  Total
capital lease obligation at October 31, 1997, including
current portion of $605,000, is $1,083,000.  Total future
minimum payments under the capital lease, including interest
of $144,000, is $1,227,000, payable $726,000 in 1998 and
$501,000 in 1999.

NOTE 10 - INCOME TAXES

The components of the provision for income taxes are as
follows:

<TABLE>
<CAPTION>
                                              Year Ended

Dollars in thousands             October 31,   October 31,  October 31,
                                    1997          1996         1995
<S>                                  <C>           <C>          <C>            
Current:
     Federal                       $7,035        $4,568       $3,334
     State                          1,523         1,318          493
     Foreign                          296
Total current income taxes          8,854         5,886        3,827
Deferred income taxes                 711         3,530        3,708
Total income taxes                 $9,565        $9,416       $7,535

</TABLE>
<PAGE>

Income taxes paid during 1997, 1996 and 1995 were $8,416,000, $5,315,000, and
$3,227,000, respectively.  

Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for income tax purposes.  Significant
components of the Company's deferred tax assets and
liabilities are as follows:

<TABLE>
<CAPTION>
Dollars in thousands                    October 31,      October 31,
                                           1997             1996
<S>                                         <C>              <C>
Deferred tax assets                       $ 2,609          $ 1,824
Deferred tax liabilities:
   Tax over book depreciation              21,711           11,179
   Other                                    1,150     
Total deferred tax liabilities             22,861           11,179
Net deferred tax liability                $20,252          $ 9,355

</TABLE>

The principal items comprising the difference between income
tax expense computed at the Federal statutory rate and the
actual provision for income taxes are as follows:

<TABLE>
<CAPTION>
                                                Year Ended
Dollars in thousands               October 31,  October 31,  October 31,
                                      1997         1996         1995
<S>                                    <C>          <C>          <C>           
Statutory rate applied to pretax 
  income (35%--1997; 35%--1996; 
  34%--1995)                         $8,744        $8,138       $6,326
Effect of:
  State income taxes (net of 
    federal tax benefit)              1,078         1,170        1,016
  Foreign tax rate differential         111
  Adjustment from income tax audit     (591)
  Other, net                            223           108          193
                                     $9,565        $9,416       $7,535
Effective tax rate                    38.3%         40.5%        40.5%

</TABLE>

Income tax expense for 1997 was impacted by a tax benefit of
$591,000 ($.06 per share) that resulted from the conclusion
of an income tax audit for the period prior to the Company's
spin-off from the Valspar Corporation.

NOTE 11 - ENVIRONMENTAL LIABILITIES

With respect to environmental liabilities, management
reviews each individual site, taking into consideration the
numerous factors that influence the costs that will likely
be incurred.  Based on these reviews, McWhorter accrues for
potential environmental liabilities.  Reserves are adjusted
as additional information becomes available to better
estimate the total remediation costs at individual

<PAGE>

sites. While uncertainties exist with respect to the amounts and
timing of McWhorter's ultimate environmental liabilities,
management believes that such costs, individually and in the
aggregate, will not have a material adverse effect on the
Company's financial condition or results of operations.

Relating to Company plants located in Philadelphia,
Pennsylvania; Portland, Oregon; and Carpentersville,
Illinois; the Company has been named a potentially
responsible party for the remediation of independently
operated waste disposal sites previously used by these
plants.

At October 31, 1997 the estimated amount of probable
environmental liability of the Company is approximately
$3,489,000.  Cargill Incorporated has agreed to indemnify
the Company, subject to certain limitations, for damages
resulting from environmental matters relating to its former
Resin Products Division that was acquired by the Company in
1994.  As a result of the probable recovery of $2,289,000
from Cargill, the Company's net estimated environmental
liability is approximately $1,200,000.

NOTE 12 - RETIREMENT BENEFIT PROGRAMS

In February 1994, McWhorter adopted an Employee Stock
Ownership Plan (ESOP) and an Employee Savings Plan.  These
primary retirement benefit programs are defined contribution 
plans covering the majority of the employees.  The total
costs of the ESOP were $1,557,000, $1,556,000 and $570,000 
in 1997, 1996, and 1995, respectively.  The total costs of
the Employee Savings Plan were $568,000, $515,000 and
$457,000 in 1997, 1996, and 1995, respectively. 
Contributions are made to the ESOP at the rate of 4 percent
of each participant's compensation and additional
contributions can be made at the Company's discretion.   

The Company also sponsors a defined benefit plan for certain
hourly employees.  The related pension costs and obligations
are not material. 

The Company also has a nonqualified deferred compensation
plan which permits key employees to defer certain portions
of their compensation.  Such compensation is fully vested at
the time of the contribution.  The Company can also make
discretionary contributions to the plan which vest upon the
completion of 5 years employment.  Deferred compensation
liability at the end of 1997 was $532,000.  The Company
established an irrevocable rabbi trust in 1997 to fund this
plan.  The value of the assets in the trust at October 31,
1997 was $657,500.

The Company accrues for its Italian employees benefits in
accordance with Italian statutes.  Such benefits are based
on length of service, employment category, and remuneration
and are payable when an employee leaves the Company.  The
liability recorded in the balance sheet is the amount to
which the employee is entitled for services rendered to
date.  Amounts charged to expense in 1997 were $52,000.

NOTE 13 - STOCK PLANS

The Company's two stock incentive plans adopted in 1994 and
1996 provide for the granting of options and the issuance of
restricted stock, deferred stock and stock appreciation
rights of up to 1,050,000 shares of common stock, of which
351,331 shares are available for future grants.  Options

<PAGE>

issued to date under these plans have a term of ten years
and become fully vested over a period of up to five years. 
Outstanding options will expire over a period ending no
later than August 20, 2007.

A summary of stock option activity for the 1994 and 1996
Stock Incentive Plans follows:

<TABLE>
<CAPTION>
                                        Number of     Average Option 
                                        Options       Price Per Share
<S>                                       <C>             <C>
Options outstanding October 31, 1994     389,293         $15.95 
   Granted                                41,935          15.38
   Cancelled                             (21,984)         16.62
                        
Options outstanding October 31, 1995     409,244          15.86
   Granted                                55,636          15.49
   Exercised                             (14,693)          7.03
   Cancelled                              (3,802)         18.61
                        
Options outstanding October 31, 1996     446,385          16.09
   Granted                               116,258          22.68
   Exercised                              (3,376)         13.09
   Cancelled                              (4,405)         18.18
                        
Options outstanding October 31, 1997     554,862          17.47
Options exercisable October 31, 1997     265,157          16.15

</TABLE>
                        
Under APB No. 25, because the exercise price of the
Company's employee stock options equals the market price of
the underlying stock on the date of grant, no compensation
expense is recognized.  The impact on 1997 and 1996 net
income and earnings per share under the fair value method
required by SFAS No. 123 would have been immaterial based
upon fair value at the date of grant for awards granted in
1997 and 1996.  The fair value at the date of grant was
determined using the assumptions below.  Because the
Company's employee stock options have characteristics
significantly different from those of traded options, and
because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's
opinion the existing models do not provide a reliable single
measure of the value of the employee stock options.

<TABLE>
<CAPTION>
                                                 1997            1998
<S>                                               <C>             <C>
Assumptions:          
Option pricing model                         Black-Scholes   Black-Scholes
Weighted average risk-free interest rate         5.98%           5.98%
Expected dividend yield                             0%              0%
Expected volatility                              21.6%           21.6%
Weighted average expected life of options 
  (in years)                                        5               5   
                                                
</TABLE>
<PAGE>
  
The exercise price for the options outstanding as of October
31, 1997 ranged from $13.78 to $24.69 with a weighted
average remaining contractual life of 7.4 years segregated
as follows:

<TABLE>
<CAPTION>
Range of exercise prices                   $13.78 - $18.61  $20.13 - $24.69
<S>                                              <C>              <C>
Outstanding options:
  Number                                       439,604          115,258
  Weighted average remaining contractual life        
     (in years)                                      7              9.5
  Weighted average exercise price               $16.10           $22.70
Exercisable options:
  Number                                       265,157                0
  Weighted average exercise price               $16.15                0
                                                
</TABLE>

Restricted stock performance awards have been granted to key
officers under the 1994 plan.  These restricted stock awards
will vest only if the Company achieves certain financial
goals over a five-year performance period.  Restricted
shares granted under the plan were 7,493 in 1997 at market
value of $22.75 and 94,354 in 1995 at market value of
$15.50.  The awards were recorded at the market value of the
shares at the time the shares were awarded.  The total
market value of the shares will be charged to compensation
expense based on achievement of the related financial goals. 
After comparing the Company's performance to the financial
goals, $250,000 was charged to expense in 1997 and in 1996
and no expense was recorded in 1995.

The Company also issued 1,500, 1,483, and 10,541 restricted
and deferred shares in 1997, 1996 and 1995, respectively,
with vesting periods of up to three years.  Amounts charged
to expense were $30,000 in 1997, $22,000 in 1996, and
$159,000 in 1995.

In 1996 the Company also established the 1996 Nonemployee
Director Stock Option and Award Plan (the "1996 Directors'
Plan").  The 1996 Directors' Plan provides for the issuance
of up to 50,000 shares of the Company's common stock of
which 40,115 shares are available for future grants. 
Participation in the 1996 Directors' Plan is limited to
members of the Board of Directors of the Company who are not
salaried officers or employees of the Company or any of its
direct or indirect subsidiaries.  Deferred stock awards
granted under this plan were 3,814 and 6,071 in 1997 and
1996, respectively, and amounts charged to expense were
$93,000 and $110,000 in 1997 and 1996, respectively.

Each outstanding common share includes a right to purchase
one one-hundredth share of Series A Junior Preferred
Participating Stock (Preferred Stock) under certain
circumstances.  Until exercisable, the rights are not
separable from the underlying common shares.  The rights
only become exercisable if a person or group (an "acquiring
person") acquires, or makes an offer to acquire, 15 percent
or more of the Company's common stock without the prior
approval of the Company's Board of Directors.  The exercise
price of each right is $70.  If someone becomes an acquiring
person, the holder of each right (other than the acquiring
person) will be entitled to purchase common stock of 

<PAGE>

the Company having a value of twice the exercise price of the
right.  In addition, if the Company is acquired in a
transaction in which the Company's common stock is exchanged
for cash or securities or more than 50 percent of its
consolidated assets or earnings power are sold, each holder
(other than the acquiring person) will have the right to
purchase common stock of the acquiring company having a
market value of twice the exercise price of the right.  The
rights may be redeemed by the Company at the price of $.01
per right at any time prior to anyone becoming an acquiring
person.  150,000 shares of Preferred Stock are reserved for
issuance upon exercise of the rights.  The Preferred Stock
is nonredeemable, with a $100 liquidation preference and 100
votes per share, and is entitled to 100 times the per share
dividends on the common stock.

NOTE 14 - CONTINGENCIES

The Company is involved in various legal actions arising in
the normal course of business.  Management, after taking
into consideration legal counsel's evaluation of such
actions, is of the opinion that the outcome of these matters
will not have a material adverse effect on the Company's
financial position.

NOTE 15 - GEOGRAPHIC SEGMENTS INFORMATION

The Company's operations include foreign subsidiaries
beginning in August 1997.  Prior to that, all the Company's
facilities were in the United States.  Inter-geographic
sales are not significant.  In 1997, the Company operated
facilities in the United States and Europe.  Sales,
operating income, and identifiable assets for the European
operations in 1997 were 3 percent, 3 percent, and 35 percent
of the respective totals.

NOTE 16 - OTHER EXPENSE

Other expense (income), net includes second quarter charges
of $811,000 ($.05 per share after taxes) related to costs,
primarily severance, pursuant to Company's decision to
relocate its research facility from Minneapolis to
Carpentersville and the write-off of a tax-related
receivable.

<PAGE>

NOTE 17 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
Dollars in thousands,                      Gross     Net     Net Income
except per share amounts      Net Sales    Profit   Income   Per Share 
<S>                             <C>         <C>      <C>        <C>            
Fiscal 1997 quarter ended:
  January 31                  $ 71,534     $10,848  $ 2,514    $ .24
  April 30 (a)                  80,882      12,737    3,876      .37
  July 31                       85,581      14,563    4,832      .46
  October 31 (b)                93,468      15,945    4,196      .40
                              $331,465     $54,093  $15,418    $1.47

Fiscal 1996 quarter ended:
  January 31                  $ 65,240     $ 9,755  $ 2,128    $ .20  
  April 30                      76,917      11,632    3,187      .31  
  July 31                       87,144      13,996    4,360      .42  
  October 31                    86,624      13,381    4,158      .40  
                              $315,925     $48,764  $13,833    $1.32  
</TABLE>

(a) See Note 16 of Notes to Consolidated Financial Statements
(b) Reflects the acquisition of Syntech S.p.A. since the August 1, 1997 
    acquisition date

Item 9.  Changes in and Disagreements With Accountants
         on Accounting and Financial Disclosure

         Inapplicable.

PART III

Item 10.  Directors and Executive Officers of the Registrant

(a)  Identification of Directors
     Incorporated by reference from pages 2-4 of the Proxy
     Statement section entitled "Election of Directors."

(b)  Identification of Executive Officers
     Set forth below are the names, ages and titles of the
     persons who serve as executive officers of McWhorter:

     Name                   Age                  Positions
John R. Stevenson            55    Chairman and Chief Executive Officer
Jeffrey M. Nodland           42    President and Chief Operating Officer 
Patrick T. Heffernan         48    Senior Vice President, Coatings Resins
Kevin W. Brolsma             43    Vice President, Acquisitions Integration/   
                                      Environmental, Health and Safety
Douglas B. Rahrig            46    Vice President, Technology
Louise M. Tonozzi-Frederick  41    Vice President, Chief Financial Officer and
                                      Secretary

<PAGE>

JOHN R. STEVENSON is Chairman and Chief Executive Officer of
the Company.  Prior to being named in January 1997 to his
current position, Mr. Stevenson was President and Chief
Executive Officer of the Company beginning in February 1994. 
Previously he held the position of Vice President, Special Products
Group and Administration of Valspar beginning in August 1992 and Vice
President, Administration of Valspar beginning in February
1991.

JEFFREY M. NODLAND is President and Chief Operating Officer
of the Company.  Prior to being named in January 1997 to his 
current position, Mr. Nodland was Executive Vice President, 
Chief Operating Officer, and Secretary of the Company beginning in May 1995.   
Previously he held the position of Senior Vice President, Chief
Financial Officer, Secretary, and Treasurer of the Company beginning in
February 1994, and President of McWhorter, Inc. beginning in June 1991. 

PATRICK T. HEFFERNAN is Senior Vice President, Coatings
Resins of the Company.  Prior to being named in February
1994 to his current position, Mr. Heffernan was an Assistant
Vice President and General Manager of the Midwest Region of
the Resin Products Division of Cargill beginning in January
1986.  Mr. Heffernan held various positions with Cargill
since January 1968.                

KEVIN W. BROLSMA is Vice President, Acquisitions
Integration/Environment, Health and Safety  of the Company. 
Prior to being named in August 1997 to his current position,
Mr. Brolsma was Vice President, Powder of the Company
beginning in May 1996 and Vice President, Operations of the
Company beginning in February 1994.  Previously he was the
General Manager of the Southeast Region of the Resin
Products Division of Cargill beginning in January 1990. 
From January 1988 to January 1990, Mr. Brolsma was the
National Accounts Manager and General Sales Manager of the
Resin Products Division.

DOUGLAS B. RAHRIG is Vice President, Technology of the
Company.  Prior to being named in February 1994 to his
current position, Dr. Rahrig was Department Manager of the
Technology Department of S.C. Johnson & Son, Inc. beginning
in February 1993.  Dr. Rahrig  held various technical and
management positions with S.C. Johnson & Son, Inc. since
1985.

LOUISE M. TONOZZI-FREDERICK is Vice President, Chief Financial 
Officer and Secretary of the Company.  Prior to being named in
September 1996 to her current position, Ms. Tonozzi-Frederick was 
Treasurer and Controller beginning in May 1995.  Previously, 
she was Controller beginning in May 1994, and prior to then 
was associated with Mallinkrodt Group, Inc. for seven years 
in various financial positions, most recently as Assistant Controller.

Item 11.  Executive Compensation

Incorporated by reference from pages 6-8 of the Proxy
Statement section entitled "Executive Compensation."

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Incorporated by reference from pages 4-6 of the Proxy Statement section 
entitled "Security Ownership of Certain Beneficial Owners."

<PAGE>

Item 13.  Certain Relationships and Related Transactions

Incorporated by reference from pages 2-8 of the Proxy
Statement sections entitled "Election of Directors,"
"Security Ownership of Certain Beneficial Owners" and
"Executive Compensation."

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
Reports on Form 8-K

(a)(1)         Financial Statements commence on page 13.
   (2)         Financial Statement Schedules.  All
               schedules for which provision is made in
               the applicable accounting regulation of
               the Securities and Exchange Commission are
               not required under the related
               instructions or are inapplicable and
               therefore have been omitted.
   (3)         Exhibits:
<TABLE>
<CAPTION>
   Exhibit                                     Incorporated Herein
   Number  Description                           by Reference to
    <S>           <C>                                    <C>                    
    3.1    Certificate of Incorporation,    Form 10-K Registration Statement
           as amended                       for the fiscal year ended
                                            October 31, 1994
                        
    3.2    By-Laws, as amended              Form 10-K Registration Statement
                                            for the fiscal year ended
                                            October 31, 1996
                        
    4.1    Form of Common Stock Certificate Form 10-K Registration Statement
                                            for the fiscal year ended
                                            October 31, 1994

    4.2    Rights Agreement                 Form 10-K Registration Statement
                                            for the fiscal year ended
                                            October 31, 1994
                        
   10.1    Distribution Agreement           Form S-1 Registration Statement
                                            (Registration No. 33-75726)
                                            originally filed on February 25,
                                            1994 

   10.2    Environmental Matters Agreement  Form S-1 Registration Statement
                                            (Registration No. 33-75726)
                                            originally filed on February 25,
                                            1994 
                        
   10.3    Amended and Restated Technology  Form 10-K Registration Statement
           License Agreement                for the fiscal year ended
                                            October 31, 1994

   10.4    Tax Sharing Agreement            Form S-1 Registration Statement
                                            (Registration No. 33-75726)
                                            originally filed on February 25,
                                            1994 
                        
   10.5    Amended and Restated Master      Form 10-K Registration Statement
           Tolling Agreement                for the fiscal year ended
                                            October 31, 1994
<PAGE>
   10.8    1994 Stock Incentive Plan        Form S-1 Registration Statement
                                            (Registration No. 33-75726)
                                            originally filed on February 25,
                                            1994 
                      
   10.8.1  Amendment to 1994 Stock          Form 10-Q for the quarterly
           Incentive Plan                   period ended April 30, 1995
                        
   10.9    Employee Stock Ownership Plan    Form 10-K Registration Statement
           and Trust                        for the fiscal year ended
                                            October 31, 1994

   10.10   Employee 401(k) Savings Plan     Form 10-K Registration Statement
           and Trust                        for the fiscal year ended
                                            October 31, 1994

   10.11   Sale and Purchase of Assets      Registration Statement on Form 10
           Agreement between Cargill, Inc.  (File No. 1-12638) filed on 
           and McWhorter, Inc. dated as     December 3, 1993
           of May 19, 1993, as subsequently
           modified and amended

   10.12   Agreement Containing Consent     Registration Statement on Form 10
           Order executed as of September   (File No. 1-12638) filed on
           30, 1993 by the Federal Trade    December 3, 1993
           Commission, The Valspar 
           Corporation and McWhorter, Inc.
                        
   10.15   Lease Agreement between          Form 10-K Registration Statement
           McWhorter Technologies, Inc.     for the fiscal year ended
           and the Valspar Corporation for  October 31, 1994
           the lease to Valspar of 
           manufacturing, warehousing, 
           laboratory and office space in 
           Philadelphia, Pennsylvania
                        
   10.16   Indemnification Agreement dated  Form 10-Q for the quarterly
           May 17, 1995 between McWhorter   period ended April 30, 1995
           Technologies, Inc. and 
           John R. Stevenson
                        
   10.16.1 Amendment to Indemnification     Form 10-Q for the quarterly
           Agreement dated May 17, 1995     period ended July 31, 1996
           between McWhorter Technologies,
           Inc. and John R. Stevenson
                        
   10.17   Indemnification Agreement dated  Form 10-Q for the quarterly
           May 17, 1995 between McWhorter   period ended April 30, 1995
           Technologies, Inc. and 
           Jeffrey M. Nodland.
                        
   10.17.1 Amendment to Indemnification     Form 10-Q for the quarterly
           Agreement dated May 17, 1995     period ended July 31, 1996
           between McWhorter Technologies,
           Inc. and Jeffrey M. Nodland
<PAGE>                        
   10.18   Indemnification Agreement dated  Form 10-Q for the quarterly
           May 17, 1995 between McWhorter   period ended April 30, 1995
           Technologies, Inc. and 
           Michelle L. Collins                 
                        
   10.18.1 Amendment to Indemnification     Form 10-Q for the quarterly
           Agreement dated May 17, 1995     period ended July 31, 1996
           between McWhorter Technologies,
           Inc. and Michelle L. Collins
                        
   10.19   Indemnification Agreement dated  Form 10-Q for the quarterly
           May 17, 1995 between McWhorter   period ended April 30, 1995
           Technologies, Inc. and 
           Edward M. Giles
                        
   10.19.1 Amendment to Indemnification     Form 10-Q for the quarterly
           Agreement dated May 17, 1995     period ended July 31, 1996
           between McWhorter Technologies,
           Inc. and Edward M. Giles
                        
   10.20   Indemnification Agreement dated  Form 10-Q for the quarterly
           May 17, 1995 between McWhorter   period ended April 30, 1995
           Technologies, Inc. and 
           D. George Harris
                        
   10.20.1 Amendment to Indemnification     Form 10-Q for the quarterly
           Agreement dated May 17, 1995     period ended July 31, 1996
           between McWhorter Technologies,
           Inc. and D. George Harris
                        
   10.21   Indemnification Agreement dated  Form 10-Q for the quarterly
           May 17, 1995 between McWhorter   period ended April 30, 1995
           Technologies, Inc. and 
           Heinn F. Tomfohrde III
                        
   10.21.1 Amendment to Indemnification     Form 10-Q for the quarterly 
           Agreement dated May 17, 1995     period ended July 31, 1996
           between McWhorter Technologies,
           Inc. and Heinn F. Tomfohrde III
                        
   10.23   Indemnification Agreement dated  Form 10-K Registration Statement
           December 13, 1995 between        for the fiscal year ended
           McWhorter Technologies, Inc.     October 31, 1995
           and John G. Johnson, Jr.
                        
   10.23.1 Amendment to Indemnification     Form 10-Q for the quarterly
           Agreement dated December 13,     period ended July 31, 1996
           1995 between McWhorter 
           Technologies, Inc. and 
           John G. Johnson, Jr.
                        
   10.24   1996 Incentive Stock Plan        Form 10-K Registration Statement
                                            for the fiscal year ended
                                            October 31, 1996
                        
   10.25   1996 Nonemployee Director Stock  Form 10-K Registration Statement
           Option and Award Plan            for the fiscal year ended
                                            October 31, 1996
<PAGE>                        
   10.26   Stockholders Agreement for       Form 10-K Registration Statement
           McWhorter Technologies Europe    for the fiscal year ended
                                            October 31, 1996
                        
   10.27   Deferred Compensation Plan       Form 10-K Registration Statement
                                            for the fiscal year ended  
                                            October 31, 1996
                        
   10.28   $150,000,000 Credit Agreement    Form 10-Q for the quarterly 
           dated July 30, 1997 among        period ended July 31, 1997
           McWhorter Technologies, Inc., 
           the banks listed therein and 
           Wachovia Bank of Georgia, N.A., 
           as agent
                        
   10.29   Stock Purchase Agreement By and  Form 8-K dated August 11, 1997
           Between McWhorter Technologies,
           Inc. and Antonio Napoli &
           C.s.a.p.a. and Gestin S.r.l.
                        
   10.30   Warrant Purchase Agreement       Form 8-K dated August 11, 1997
           Between McWhorter Technologies, 
           Inc. and Cable Beach Holdings Ltd.
                        
   10.31   Waiver and First Amendment to the
           $150,000,000 Credit Agreement

   11.1    Statement regarding computation  
           of net income per share  
                        
   21.1    Subsidiaries of Registrant
                        
   23.1    Consent of Independent Auditors
                        
   27      Financial Data Schedules
                        
(b)   Following reports on Form 8-K were filed in the
      fourth quarter of 1997:
                        
     (i)  Report dated August 11, 1997 on Item 2,
          Acquisition or Disposition of Assets, and
          Item 7, Financial Statements, Pro forma
          Financial Information, and Exhibits. 
                           
    (ii)  Report dated October 7, 1997 on Item 2,
          Acquisition on Disposition of Assets, and
          Item 7, Financial Statements, Pro forma
          Financial Information, and Exhibits.  This
          report amended the report dated August 11, 1997.
                        
<PAGE>                        
                        
                   SIGNATURES

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

                                   McWHORTER TECHNOLOGIES, INC.
January 27, 1998
                                   By:  /s/John R. Stevenson  
                                       JOHN R. STEVENSON
                                       Chairman and Chief Executive Officer

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

/s/ John R. Stevenson                              January 27, 1998
JOHN R. STEVENSON
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Jeffrey M. Nodland                             January 27, 1998
JEFFREY M. NODLAND
President, Chief Operating Officer and Director

/s/ Louise M. Tonozzi-Frederick                    January 27, 1998
LOUISE M. TONOZZI-FREDERICK
Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)

/s/ D. George Harris                               January 27, 1998
D. GEORGE HARRIS
Director

/s/ Michelle L. Collins                            January 27, 1998
MICHELLE L. COLLINS
Director

/s/ Edward M. Giles                                January 27, 1998
EDWARD M. GILES
Director

/s/ Heinn F. Tomfohrde, III                        January 27, 1998
HEINN F. TOMFOHRDE, III
Director

/s/ John G. Johnson, Jr.                           January 27, 1998
JOHN G. JOHNSON, JR.
Director

<PAGE>

EXHIBIT 11.1 - Statement regarding computation of net income
per share 


</TABLE>
<TABLE>
<CAPTION>
                                                  Year Ended
                                       October 31,            October 31,  
                                          1997                   1996
<S>                                        <C>                    <C>           
Primary  
  Average common shares outstanding    10,446,540              10,535,456
  Less:  Shares of restricted stock
     awards issued, not yet vested        (99,589)                (94,354)
  Net effect of dilutive stock options--
    based  on the treasury stock method
    using average market price            145,924                  43,177

    Total                              10,492,875              10,484,279
    Net income                        $15,418,000             $13,833,000
    Net income per share              $      1.47             $      1.32      


Fully Diluted
  Average common shares outstanding    10,446,540              10,535,456
  Net effect of dilutive stock
     options--based on the treasury
     stock method using the year-end
     market price, if higher than
     average market price                 189,966                  80,778

    Total                              10,636,506              10,616,234
    Net income                        $15,418,000             $13,833,000
    Net income per share              $      1.45             $      1.30      

</TABLE>

<PAGE>

EXHIBIT 21.1 - Subsidiaries of the Registrant

McWhorter Holdings Ltd. (United Kingdom)
McWhorter Technologies Sales Corporation ( Bermuda)
McWhorter Technologies, S.p.A. (Italy)
Syntech France S.a.r.l.

<PAGE>

EXHIBIT 23.1 - Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-78412 and 333-4540) pertaining to the McWhorter 
Technologies, Inc. 1994 Stock Incentive Plan, McWhorter Technologies, Inc. 
Employee 401(k) Savings Plan, McWhorter Technologies, Inc. 1996 Incentive
Stock Plan and McWhorter Technologies, Inc. 1996 Nonemployee Director Stock
Option and Award Plan of our report dated November 17, 1997, with respect
to the consolidated financial statements of McWhorter Technologies, Inc.
included in the Annual Report (Form 10-K) for the year ended October 31, 1997.

           
                                    /s/ Ernst & Young
                                    ERNST & YOUNG


Chicago, Illinois
January 27, 1998