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                                                  EXHIBIT (10)(a)

July 1, 1997


                       MORTON INTERNATIONAL, INC.
                             FISCAL 1998-00
               KEY EXECUTIVE LONG-TERM INCENTIVE PROGRAM

This Program, which has been adopted pursuant to paragraph 4(d)(i)
of the Company's 1997 Incentive Plan, provides cash incentive
opportunities to Senior Corporate Officers, Group Vice Presidents
and key Business Unit Executives for achieving long-term growth
oriented performance goals.

A.  OBJECTIVE

    The objective of this Program is to further the growth of the 
    Company by rewarding key executives for achieving long-term 
    growth oriented performance goals, benefiting the shareholders.

B.  TIMING

    The Program will operate over a three-year performance period 
    covering fiscal 1998, 1999 and 2000.


C.  ELIGIBILITY AND PARTICIPATION

    The Program covers the following executive positions:

        Chief Executive Officer

        Chief Operating Officer

        Corporate Officers reporting to the Chief Executive
        Officer or Chief Operating Officer

        Business Unit Executives, in salary grade 23 or above,
        reporting to a Group Vice President

    Eligibility will be by position.  Participation approval, 
    however, will be only by position and incumbent.

    Positions must be nominated for participation prior to the 
    start of the performance period.  Participation requires the 
    approval of the Chief Operating Officer, the Chief Executive 
    Officer and the Compensation Committee of the Board.


D.  PROGRAM FUNDING

    The Chief Financial Officer, at the direction of the Chief
    Executive Officer, will reserve appropriate funds during the course of the
    fiscal year to provide incentive payments.  Any such reserved funds
    shall remain the property of the Company and no participant shall have
    a right or claim to any such funds unless the right or claim has 
    specifically accrued under the Program.

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E.  PERFORMANCE CRITERIA

    Criteria used to measure performance for the performance period are:

        PARTICIPANT GROUP                APPLICABLE PERFORMANCE CRITERIA
        -----------------                -------------------------------

        CEO, COO, and Corporate          - Growth in Company Earnings Per 
        Staff Officers                     Share ("EPS") 
                                         - Average Return on Net Assets - Group
                                           Roll-up

        Group Vice Presidents            - Growth in Pre-Tax Group Profit
                                         - Average Return on Net Assets - Group

        Business Unit Executives         - Growth in Pre-Tax Group or Business 
                                           Unit Profit 
                                         - Average Return on Net Assets - Group 
                                           or Business Unit


F.  ESTABLISHMENT OF PERFORMANCE OBJECTIVES

    For the performance period, growth and average return on net assets
    objectives have been established by the Compensation Committee of the
    Board based upon recommendation by the Chief Executive Officer.

    These objectives include a threshold level at which partial incentives
    may be earned, the desired objective for the period at which target
    incentives may be earned, and an optimum level at which maximum incentives 
    may be earned, as follows: 

                    EPS or Pre Tax Profit Growth     Average RONA
                    ----------------------------     ------------
       Threshold     5% growth compounded annually   (Set based on historical
       Objective    10% growth compounded annually   results and requirements
       Optimum      20% growth compounded annually   for future Company success)


G.   ADJUSTMENTS TO PERFORMANCE OBJECTIVES/ACTUAL RESULTS

     To the extent any of the following occur after performance objectives are 
     initially established, the actual results will be adjusted by action of the
     Compensation Committee by the same dollar effect any such occurrence has 
     had on actual results so that the degree to which objectives are achieved 
     will not be affected by any of the following:  changes in (or in the 
     application of) accounting principles; changes in tax laws; extraordinary 
     items as defined under generally accepted accounting principles; and any 
     other significant non-recurring items which the Company s press releases or
     SEC filings note and take into account in explaining what the Company s or 
     a Group or Business Unit's financial results would have been on a 
     comparable basis from period to period.

     In addition, with respect to acquisitions and divestitures the following 
     adjustments will apply:

     ACQUISITIONS

     1.   Group and Business Unit PTI.  Results will be adjusted by subtracting 
          from actual Group and Business Unit PTI the "cost of funds" of such 
          acquisition for the same period that pre-tax income or 

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          loss from the acquisition are included in such measure. ("Cost of 
          funds" means the inputed interest for the net acquisition cost 
          calculated by using the Company s current borrowing rate under its 
          credit lines during the period or, if there is no borrowing, the rate 
          the Company is receiving on invested cash during the period.)

     2.   Return on Net Assets.  RONA objectives will be adjusted for 
          acquisitions  that occur during the performance period to the extent 
          the financial standards used in justifying the acquisition for 
          authorization impacts the RONA objectives.
 
     DIVESTITURES

     1.   EPS and Group and Business Unit PTI.  EPS and Group and Business Unit 
          performance objectives will be adjusted to remove the effect of the 
          profit or loss attributable to the divested business for the time 
          period post-divestment.

     2.   Return on Net Assets.  RONA objectives will be adjusted to remove the 
          effect a divested business had on RONA for the time period 
          post-divestment, provided such RONA effect is greater than 0.5%.

H.  TARGET INCENTIVE AMOUNTS

    A specific dollar incentive target for each participant will be established 
    by the Compensation Committee based on a recommendation from the CEO.  The 
    dollar target will be computed as a percentage of the participant's base 
    salary immediately before the beginning of the performance period.  The 
    percentage to be applied will vary depending on the participant's assigned 
    salary grade as follows: 

        ASSIGNED SALARY GRADE        PERCENTAGE TARGET APPLIED TO SALARY
        ---------------------        -----------------------------------

                  33                               100%        
                  31                               100%        
                  28                                80%       
                  27                                80%       
                  26                                80%       
                  25                                70%       
                  24                                70%       
                  23                                60%       
                  22                                60%       

    The dollar value of the incentive targets, computed in accordance with the 
    above schedule, may be adjusted by the Compensation Committee based on the 
    recommendation of the CEO, within a guideline range of plus or minus 20% to 
    provide a degree of flexibility in determining individual incentive amounts.
    The Compensation Committee may use the same guideline range of plus or 
    minus 20% to determine an adjusted incentive target for the CEO.  


I.  ACTUAL INCENTIVE AWARDS

    Actual incentive awards require the approval of the CEO and Compensation 
    Committee and will be based upon pre-established individual participant 
    payout schedules reflecting achievement of performance objectives for the 
    performance period.  For results between the established performance 
    objectives, linear

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    interpolation will be used to compute the percentage of the target incentive
    which may be earned.  The achievement levels and corresponding payout 
    opportunity are as follows:


              ------------------------------------------------------------

                    ACHIEVEMENT                 PERCENT OF TARGET
                       LEVEL                   WHICH MAY BE EARNED
              ------------------------------------------------------------

                     THRESHOLD                          50%
                     OBJECTIVE                         100%
                     OPTIMUM                           200%
              ------------------------------------------------------------




J.  INCENTIVE PAYMENTS

    Any incentive payments made under the Program will be made in the form
    of cash or Company stock (at the election of the Company), and will normally
    be paid in the month of August following the end of the three-year 
    performance period.  No incentive award is earned until the date the 
    Compensation Committee approves such payment.

    If the Company reasonably anticipates that all or any portion of an 
    incentive award otherwise payable under the Program will be nondeductible
    by the Company for federal income tax purposes as a result of the 
    application of Section 162(m) of the Internal Revenue Code of 1986, as 
    amended, the Company may defer the payment of such award or portion thereof.
    A deferred account balance in the amount of the deferred portion of such 
    award will be created by the Company for each participant with respect to 
    whom an incentive award payment is deferred. Such deferred account balance 
    will accrue interest, compounded semi- annually, at the average rate for 
    commercial paper as reflected in the Federal Reserve 30 day commercial paper
    composite. 


    Prior to the end of each taxable year of the Company, the Company will 
    determine the maximum amount of each participant's deferred account balance
    that the Company reasonably expects would be deductible by it for federal 
    income tax purposes in such taxable year if such amount were paid to such 
    participant on or before the last day of such taxable year and will pay that
    amount to the participant on or before such date.


K.  TERMINATION OF EMPLOYMENT OR CESSATION OF ELIGIBILITY

    Because incentive awards are not earned until the date the Compensation 
    Committee approves payment, if termination of employment occurs or the 
    participant ceases to be eligible for benefits under the Program before 
    such date (whether or not the performance period has ended), no such 
    terminated or ineligible employee is entitled to any incentive payment.  
    Under certain circumstances, as detailed below, a terminated participant 
    who completed one-third of the performance period and whose employment 
    terminates by reason other than resignation or involuntary termination may 
    be considered for an incentive award.  Consideration of such awards will 
    be at the sole discretion of the Compensation Committee and require approval
    based upon the Chief Executive Officer's recommendation according to the
    following schedule:

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        Reason for Termination       Incentive Award Eligibility
        ----------------------       ---------------------------

        Retirement or Death          Pro rata share of incentive award, payable 
                                     to retiree or heirs/estate after the end of
                                     the performance period subject to the
                                     achievement of goals for the entire 
                                     performance period.

        Long-Term Disability         Pro rata share of incentive award, payable
                                     after the end of the performance period 
                                     subject to the achievement of goals for the
                                     entire performance period.

        Resignation or               No incentive award even if termination 
        Involuntary Termination      occurs after the end of the performance 
                                     period but before the Compensation 
                                     Committee approves payment of awards.


L.  ADMINISTRATION

    The Program will be administered by the Compensation Committee assisted by 
    the Company's Human Resources staff.


M.  CHANGE IN CONTROL

    Anything in this Program to the contrary notwithstanding, upon the 
    occurrence of a Change in Control of the Company (as defined in Section 5(c)
    of the 1989 Incentive Plan, as amended effective June 23, 1994 of the 
    Indiana corporation previously known as Morton International, Inc.), the 
    performance periods with respect to all outstanding incentive awards shall 
    terminate as of such date and the related incentive awards shall be payable 
    as of such date.  The amount payable with respect to any award shall be 
    equal to the percent of the target determined as follows:  The sum of (x) 
    the product of (i) the greater of (a) the percent of target that would have 
    been earned and payable pursuant to Section I above if the performance 
    period had ended as of the last day of the fiscal quarter immediately prior 
    to such Change in Control of the Company or (b) 100 and (ii) the number of 
    full quarters elapsed in the performance period (the "Elapsed Quarters") 
    divided by twelve and (y) the product of (i) 100 and (ii) the quotient 
    obtained by dividing (a) twelve minus the number of Elapsed Quarters by 
    (b) twelve.