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                                                  EXHIBIT (10)(e)

                 NOTICE OF GRANT OF STOCK OPTIONS
                       AND GRANT AGREEMENT


Name


ID:

I am pleased to advise you that you have been granted the following option to 
buy Morton International, Inc. common stock:


          Non-Qualified Stock option Grant Number              00000
          Date of Grant                                     00/00/00
          Date of Exercisability                            00/00/00
          Expiration Date                                   00/00/00

          Total Number of Shares                               0,000
          Option Price per Share (average of                  $00.00
            Morton stock high and low NYSE
            prices on date of grant)
          Total Price of Shares                           $00,000.00


Please sign the extra copy of this letter where indicated below to confirm your 
understanding and agreement that the above-described option is governed by the 
terms and conditions of 1) the Morton International, Inc. 1989 Incentive Plan, 
as amended; and 2) the Grant Agreement covering this option.  Both documents are
attached to and made a part of this letter.

Also enclosed (only to employees receiving option grants for the first time) is 
an SEC prospectus dated October 17, 1994, summarizing the Incentive Plan.  Other
optionees may obtain replacements from the Corporate Secretary's office.

Your signed copy of this letter (without attachments) should be returned as soon
as possible in the enclosed envelope to the Corporate Secretary of the Company.

All stock option exercises are handled through the Corporate Secretary's 
department, so please contact us at (312) 807-2148 for the mechanics.  Also, of 
course, please feel free to call us with questions regarding any other aspect of
your option, or of Company stock ownership in general.



                  /s/ P. M. Phelps
            --------------------------------              ----------------
                     P. M. Phelps                               Date
               Vice President & Secretary
               Morton International, Inc.




            --------------------------------              ----------------
                          Name                                  Date

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                            MORTON INTERNATIONAL, INC.

                          G R A N T    A G R E E M E N T 

               APPLICABLE TO NONQUALIFIED STOCK OPTIONS GRANTED DATE



Your above-described stock option grant (the "option") is subject to the 
following provisions in addition to those set forth in the attached Notice of 
Grant (the "Notice"):

1.  EXERCISABILITY:  Except as otherwise provided in this Grant Agreement:

    a.  This option shall be exercisable only if you shall continue in the 
    employment of Morton International, Inc. (the "Company") or one of its 
    subsidiaries at all times during the period commencing on the "Date of 
    Grant" specified in the Notice, continuing for a minimum of one year from 
    and after the Date of Grant, and ending on the day three months before the 
    date you exercise this option.

    b.  No part of this option will be exercisable prior to the "Date of 
    Exercisability" specified in the Notice, i.e., the first business day 
    following the expiration of one year from the Date of Grant.  From and after
    the Date of Exercisability this option will be exercisable in full, provided
    that your employment shall not have terminated prior to the Date of 
    Exercisability.

    c.  This option shall expire and become nonexercisable at the close of 
    business in the office of the Corporate Secretary of the Company on the 
    "Expiration Date" specified in the Notice.


2.  PROCEDURE FOR EXERCISE:

    You may exercise your rights to purchase all or any part of the option 
    shares of the Company's common stock granted to you in the amount specified 
    in the Notice ("Option Shares") at any time during the term of this option 
    from and after the Date of Exercisability by:  a.  Delivery of written 
    notification of exercise and payment in full to the Corporate Secretary of 
    the Company for all Option Shares being purchased plus the amount of any 
    federal and state income taxes required to be withheld by reason of the 
    exercise of this option; and, b.  if requested, within the specified time 
    set forth in any such request, delivery to the Company of such written 
    representations and undertakings as may, in the opinion of the Company's 
    legal counsel, be necessary or desirable to comply with federal and state 
    tax and securities laws.  The record date of your ownership of all Option 
    Shares purchased under this option shall be the date upon which the 
    above-described notification and payment are received by the Company, 
    provided that any requested representations and undertakings are delivered
    within the time specified.



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3.  SECURITIES LAW RESTRICTIONS:  

    You may not offer, sell or otherwise dispose of any Option Shares in a 
    manner which would violate the Securities Act of 1933 or any other state or 
    federal law.

4.  LIMITED STOCK APPRECIATION RIGHT ("LSAR"):

    This option includes an LSAR described as follows covering the same number 
    of Option Shares.  Within the 90-day period following a Change in Control of
    the Company as defined from time to time in section 5(c) of the Company's 
    1989 Incentive Plan, as amended effective June 23, 1994 (the "Plan"), you 
    have the right, whether or not this option is then exercisable, by giving 
    notice to the Corporate Secretary of the Company, to elect to exchange all 
    or part of your then unexercised Option Shares for a cash payment from the 
    Company within 30 days of such notice, in the amount by which the "Change 
    in Control Price" (as defined below) per share of Company common stock 
    exceeds the option price multiplied by the number of Option Shares as to 
    which this LSAR shall have been exercised; provided, however, that if the 
    end of such 90-day period is within six months of the Date of Grant and you 
    are then subject to the short-swing profit rules under the Securities 
    Exchange Act of 1934, any payment to you pursuant to this paragraph shall be
    made six months and one day after the Date of Grant.  To the extent you 
    exercise this LSAR, no further exercise of your related option is 
    permissible.

    For purposes of this Grant Agreement, "Change in Control Price" means the 
    higher of (i) the highest reported sales price, regular way, of a share of 
    Company common stock during the 60-day period prior to and including the 
    date of a Change in Control in any transaction reported on the New York 
    Stock Exchange Composite Index or other national securities exchange on 
    which such shares are listed or on the National Association of Securities 
    Dealers, Inc. Automated Quotations System or (ii) if the Change in Control 
    is the result of a tender or exchange offer or a Corporate Transaction as 
    defined in section 5(c) of the Plan, the highest price per share of Company 
    common stock paid in such offer or Corporate Transaction.  

5.  TAX WITHHOLDING RIGHTS

    At the time(s) you exercise all or a part of this option, you may elect, in 
    accordance with Section 5(d) of the Plan, to have shares of common stock 
    otherwise issuable upon such exercise withheld that then have a fair market 
    value sufficient to satisfy your income tax withholding requirements in 
    connection with such exercise.

6.  TERMINATION OF EMPLOYMENT:

    a. If your employment with the Company terminates prior to the Expiration 
    Date because of your retirement pursuant to the terms of a pension plan of 
    the Company or your death, this option and LSAR will remain exercisable (by 
    you or by your estate or other person succeeding to your rights hereunder by
    reason of your death, as the case may be) until the Expiration Date, except 
    as provided in the following sentence.  This option and LSAR shall be 
    exercisable after the Expiration Date only if you should die less than three
    months prior to the Expiration Date, in which case they will remain 
    exercisable for a period of three months after the date of your death.



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    b. If your employment with the Company is terminated for cause, this option 
    and LSAR, whether or not either is then otherwise exercisable under this 
    Grant Agreement, shall thereupon expire and become nonexercisable.  "Cause" 
    means material misconduct by you in connection with your employment, your 
    engaging in immoral or illegal conduct or conduct which brings you or the 
    Company into disrepute or otherwise damages its business, or your commission
    of an act of dishonesty or any felony.  

    c. If your employment terminates other than as provided in subparagraphs a.
    and b. above, (i) this LSAR will expire and become nonexercisable on the 
    date your employment terminates, and (ii) if this option is exercisable on 
    the date your employment terminates, it will remain exercisable for three
    months thereafter or until the Expiration Date, whichever occurs first.

7.  NON-TRANSFERABILITY:

    This option and LSAR are personal to you and shall not be transferable by 
    you otherwise than by will or the laws of descent and distribution.  During 
    your lifetime they are exercisable only by you.

8.  CONFORMITY WITH PLAN:

    This option and LSAR are intended to conform in all respects with the Plan, 
    including any future amendments thereto.  A copy of the Plan is attached 
    hereto.  Inconsistencies between this Grant Agreement and the Plan shall be 
    resolved in accordance with the terms of the Plan.  All definitions stated 
    in the Plan shall be fully applicable to this Grant Agreement. 

9.  EMPLOYMENT AND SUCCESSORS:

    Nothing herein or in the Notice or the Plan confers any right or obligation 
    on you to continue in the employ of the Company or any subsidiary or shall 
    affect in any way your right or the right of the Company or any subsidiary, 
    as the case may be, to terminate your employment at any time.  This Grant 
    Agreement, the Notice, and the Plan, including any future amendments 
    thereto, shall be binding upon you, your estate, any person succeeding to 
    your rights hereunder and any successor or successors of the Company.

10. GOVERNING LAW:

    This Grant Agreement, the Notice, and the Plan shall be construed in 
    accordance with and governed by the laws of the State of Illinois.


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