Exhibit 10.25


                     McWHORTER TECHNOLOGIES, INC.
      1996 NONEMPLOYEE DIRECTOR STOCK OPTION AND AWARD PLAN


          1.   Purpose.  The 1996 Nonemployee Director Stock Option and Award 
Plan (the "Plan") is intended to provide incentives which will attract and 
retain outstanding individuals to serve as members of the Board of Directors 
of McWhorter Technologies, Inc., a Delaware corporation, (the "Company") by 
providing such persons opportunities to acquire shares of Common Stock of the 
Company (the "Common Stock") thereby strengthening the mutuality of interest
between such persons and the Company's stockholders.

          2.   Participants.  Participation in this 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 (a "Nonemployee Director" or "Participant").

          3.   Shares Reserved under the Plan.  There is hereby reserved for 
issuance under the Plan an aggregate of 50,000 shares of Common Stock, which 
may be authorized but unissued or treasury shares.  If there is a lapse, 
expiration, termination or cancellation of any option granted under this 
Plan, all unissued shares subject to or reserved for such option may again be 
used for new options granted under this Plan.

          4.   Options to be Granted under the Plan.  Effective on the date 
of his or her initial election to the Board of Directors, each Nonemployee 
Director will automatically be granted a non-qualified stock option to purchase
10,000 shares of Common Stock.  Effective on the date of the initial election 
of a Nonexecutive Director as Chairman of the Board of Directors, such person 
shall automatically be granted a non-qualified stock option to purchase 25,000
shares of Common Stock.

          5.   Option Exercise Price.  Each option granted under this Plan 
shall be exercisable at an option price equal to the Fair Market Value of the 
Common Stock on the date immediately preceding the date of grant.

          6.   Limitations on Exercise.  Any option granted under this Plan 
may be exercised (in accordance with Section 7 hereof) in whole or in part, 
from time to time after the date granted, subject to the following limitations:

          (a)  No option granted hereunder may be exercised during the first 
               six months following the date such option was granted. 
               Thereafter, each option may be exercised in full.
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          (b)  Any option granted under this Plan may not be exercised:

              (i)  more than six months after termination of any Nonemployee 
                   Director's service as a member of the Board for any reason 
                   other than death or retirement (and then only to the extent 
                   that the Nonemployee Director could have exercised 
                   such option on the date of termination); or

              (ii) more than twelve months after a Nonemployee Director's 
                   retirement from the Board or death (and then only to the 
                   extent that the Nonemployee Director could have exercised 
                   such option on the date of termination);

provided, however, that no option granted hereunder may be exercised more 
than ten years from the date the option is granted.

          7.   Method and Time of Exercise; Delivery of Certificates.  Any 
option granted under this Plan shall be deemed exercised on the date written 
notice of exercise is received by the Chief Financial Officer or Treasurer of 
the Company at the Company's corporate headquarters. Such notice shall be 
accompanied by: (i) a check payable to the Company for the purchase price of
the shares to be purchased; or (ii) delivery (or certification of ownership) 
of shares of Common Stock owned for at least six months whose Fair
Market Value on the date of exercise equals the purchase price of the shares 
to be purchased; or (iii) any combination of the foregoing.  A Participant 
may also use cashless exercise as permitted under the Federal Reserve Board's
Regulation T.

          8.  Deferred Stock.  Each Nonexecutive Director shall have the right 
to elect to receive a deferred stock award under this Plan in lieu of such 
director's annual retainer.  For purposes of this Section "retainer" means 
the annualretainer to be paid by the Company to a Nonemployee Director for a 
given fiscal year of the Company with respect to such person's service on 
the Board of Directors for such fiscal year, exclusive of fees relating to such 
person's attendance at meetings of the Board of Directors and committees 
thereof.  The number of shares of deferred stock to be awarded in lieu
of the retainer shall be determined by dividing the Nonexecutive Director's 
annual retainer by the Fair Market Value of the Common Stock on the date the 
retainer is payable.  The shares of deferred stock to be issued to the 
Nonexecutive Director pursuant to this Section shall be issued to the 
Nonexecutive Director or, in the case of the Nonexecutive Director's death, to
the Nonexecutive Directors' estate, thirty days after the Nonexecutive 
Director ceases to be a director of the Company.  Prior to that time the
Nonexecutive Director will have no rights as a stockholder of the Company 
with respect to the deferred stock award.

          9.   Nontransferability.  Any option or deferred stock award 
granted under this Plan shall not be transferable other than by will or the 
laws of descent and distribution, and any option shall be exercisable, during 
the Participant's lifetime, only by the Participant or the 

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Participant's guardian or legal representative.  If a Nonemployee Director dies
during the option period, any option granted to such Participant may be 
exercised by his estate or the person to whom the option passes by will
or the laws of descent and distribution, but only in accordance with 
Section 6 above.  Notwithstanding the foregoing, an option or deferred stock 
award will automatically become transferable to the Participant's immediate
family or trusts or family partnerships for the benefit of such persons if 
and to the extent the Securities and Exchange Commission specifically
removes the transferability restrictions from Securities and Exchange 
Commission Rule 16b-3 ("Rule 16b-3").

          10.  Other Provisions; Securities Registration.  The grant of any 
option or deferred stock award under the Plan may also be subject to other 
provisions as counsel to the Company deems appropriate, including, without
limitation, such provisions as may be appropriate to comply with federal or 
state securities laws and stock exchange or stock market listing requirements.

          11.  Definition of Fair Market Value.  The term "Fair Market Value" 
shall mean, as of any date, the closing price of the Common Stock, as 
reflected in the New York Stock Exchange Composite Transaction Quotations for
the date of calculation (or such other consolidated transaction reporting 
system on which such Common Stock is primarily traded) for such day, or if 
such Common Stock was not traded on such day, then the next preceding day on
which the stock was traded, all as reported by such source as the Board of 
Directors may select.  

          12.  Adjustment Provisions.  If the Company shall at any time 
change the number of issued shares of Common Stock without new
consideration to the Company (such as by stock dividend or stock split), the 
total number of shares reserved for issuance under this Plan and the number 
of shares covered by each outstanding option and deferred stock award shall be
automatically adjusted so that the aggregate consideration payable to the 
Company and the value of each option and deferred stock award shall not be 
changed.  If, during the term of any option or deferred stock award granted 
under this Plan, the Common Stock of the Company shall be changed into 
another kind of stock, securities, cash or other property whether as a result 
of reorganization, sale, merger, consolidation, or other similar transaction, 
the Board of Directors shall cause adequate provision to be made whereby the 
Participants shall thereafter be entitled to receive, upon the due exercise 
of any outstanding options and upon issuance of shares of Common Stock pursuant
to any deferred stock awards, the stock, securities, cash or other property the
Participants would have been entitled to receive immediately prior to the 
effective date of any such transaction for shares of Common Stock which could 
have been acquired through the exercise of such options or were issuable
pursuant to deferred stock awards.

          13.  Amendment or Discontinuation of Plan.  The Board of Directors 
may amend the Plan at any time or suspend or discontinue the Plan at any 
time, but no such action shall adversely affect any outstanding option or
deferred stock award; provided that this Plan may not be amended more 
frequently than once every six months and no amendment shall be adopted which 
would result in any Nonemployee Director losing his or her status as a 
"disinterested" administrator under Rule 16b-3 with respect to any employee 
benefit plan of the Company or result in the Plan losing its status as a 
protected plan under Rule 16b-3.

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          14.  Stockholder Approval.  The Plan was adopted by the Board of 
Directors on December 13, 1995, subject to stockholder approval.  The Plan 
and any benefits granted thereunder shall be null and void if stockholder 
approval is not obtained at the next annual meeting of stockholders.