<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2000           Commission file number 1-5838
                          --------------                                  ------

                               NCH CORPORATION
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                                 75-0457200
---------------------------------------        ---------------------------------
   (State or other jurisdiction of             (IRS Employer Identification No.)
   incorporation or organization)

           P.O. Box 152170
      2727 Chemsearch Boulevard
            Irving, Texas                                 75015
----------------------------------------       ---------------------------------
(Address of principal executive offices)               (Zip Code)

      Registrant's telephone number, including area code: (972) 438-0211
                                                          --------------

         Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange on
         Title of each class                        which registered
     --------------------------                 ------------------------
     Common Stock, $1 Par Value                  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 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)

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date:

                              Approximate Aggregate
                                 Market Value            Total Shares
                               of Shares Held by          Outstanding
          Class                 Non-affiliates         at June 20, 2000
          -----            ------------------------    ----------------
Common Stock, $1 Par Value       $ 86,512,000              5,350,723

*The   approximate   aggregate   market  value  of  the  common  stock  held  by
non-affiliates  is based on the  closing  price of these  shares on the New York
Stock Exchange on June 20, 2000.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions  of  the  Registrant's  2000  Annual  Report  to the  Shareholders  and
definitive Proxy Statement relating to the Registrant's 2000 Annual Shareholders
Meeting are incorporated by reference in Parts II and III of this Form 10-K.


<PAGE>




                            DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-K                                 Incorporated Document

                                          PART II

Item 5 - Market for the Registrant's                  Page  42  of  the  2000
Common Equity and Related Shareholder                 Annual Report.
Matters.

Item 6 - Selected Financial Data.                     Page  16  of  the   2000
                                                      Annual Report.

Item 7 - Management's Discussion and                  Pages  16-21 of the 2000
Analysis of Financial Condition and                   Annual Report.
Results of Operations.

Item 8 - Financial Statements and                     Pages  22-42 of the 2000
Supplementary Data.                                   Annual Report.


                                         PART III

Item 10 - Directors and Executive                     Pages 2-4 and 9-10 of the
Officers of the Registrant.                           Company's Proxy Statement
                                                      dated June 27, 2000,
                                                      in connection with its
                                                      Annual Meeting to be
                                                      held on July 27, 2000.

Item 11 - Executive Compensation.                     Pages    4-7    of   the
                                                      Company's Proxy
                                                      Statement   dated   June
                                                      27, 2000, in
                                                      connection    with   its
                                                      Annual Meeting to
                                                      be  held  on  July   27,
                                                      2000.

Item 12 - Security Ownership of Certain               Pages    9-10   of   the
Beneficial Owners and Management.                     Company's Proxy Statement
                                                      dated June 27, 2000, in
                                                      connection with its
                                                      Annual Meeting to be
                                                      held on July 27, 2000.

Item 13 - Certain Relationships and                   Pages 2-3 and 10 of the
Related Transactions.                                 Company's Proxy
                                                      Statement dated June
                                                      27,  2000,  in  connection
                                                      with its Annual Meeting to
                                                      be held on July 27, 2000.


<PAGE>


                                     PART I



Item 1.  Business

      NCH Corporation,  a Delaware  corporation,  and its  subsidiaries  (herein
collectively  referred to as the "Company" or "NCH" unless the context  requires
differently)  markets  an  extensive  line of  maintenance,  repair  and  supply
products to  customers  throughout  the world.  NCH  products  include  chemical
specialties,  fasteners,  welding  alloys,  plumbing parts and direct  broadcast
satellite  equipment.  These  products  are  marketed  principally  through  the
Company's  own sales  force.  Since the  Resource  Electronics  segment was sold
during the current year,  electronic  components  are no longer  included in the
Company's product offerings. There have been no other significant changes in the
kind of products  produced or marketed by the Company since the beginning of the
last fiscal year,  although  individual  products are  continually  added to and
deleted from the product line.  Sales are generally  consistent  throughout  the
year, with no significant seasonal fluctuations.

      Competitive conditions in the industry involved are severe and the Company
believes  that no one  enterprise  or group of  enterprises  has a  dominant  or
preeminent  position  in the  market.  Further,  the  Company  believes  that no
enterprise has a significant  percentage of the market. No informative statement
can be made as to the Company's rank in its industry. Not only do other concerns
compete in the broad general range of  maintenance,  repair or supply  products,
but there are also many  competitors  who  produce  one or more  products  which
compete with specific products sold by the Company.  Competition in the industry
is  primarily  on the basis of  price,  service  and  product  performance.  The
Company's main emphasis is on service and product performance rather than price.
Sales of Company  products are not dependent upon a limited number of customers,
and no particular  customer accounts for more than 5% of net sales.  However, in
the Plumbing Products Group,  major home building supply centers account for 30%
of that  segment's  sales.  Of the sales to home building  supply  centers,  63%
represents  one customer,  which results in increased  pricing  pressure for the
plumbing products. Also, the sales for the DBS Services Group are governed by an
agreement  with a major  satellite  service  provider,  and are dependent on the
growth of the consumer  direct-broadcast  satellite market. The service provider
can cancel its agreement with the DBS Services  Group at any time,  with 90 days
notice. However, the Company has not received any indication that this agreement
would be canceled in the near future.

      Qualified sales  representatives are crucial to the Company's  operations.
In addition  to  industry  competition,  the  Company  competes  with the entire
business  community for qualified sales  representatives.  This  competition has
been, and remains,  severe.  The Company has a required formal training  program
for its sales representatives  consisting of in-house and field training.  Based
on the  Company's  experience  in the last three  years,  turnover  of new sales
representatives  in the first year is  estimated  to be 80%.  The annual cost of
recruiting  and  training  sales  representatives  over the past three years has
averaged approximately $36 million per year.

      Patents,  franchises and concessions  have not played an important role in
the Company's  business.  Trademarks are extensively  used on products,  and are
useful but not of paramount importance.

      As of the end of its last fiscal year the Company  employed 9,330 persons.
The Company employs 66 professional or technical persons on its laboratory staff
ranging from Ph.D's to nongraduate chemical technicians. Although the laboratory
staff  spends time on research  activities  relating to the  development  of new
products or services and the improvement of existing  products or services,  the
staff is also engaged in quality control and customer service activities.  Costs
cannot be broken down between these various activities.  The approximate amounts
spent on laboratory operations in the years ended April 30, 2000, 1999 and 1998,
were $5.1 million, $5.3 million and $5.5 million,  respectively.  All laboratory
costs, including research and development, are expensed as incurred.

      Incorporated  herein by reference is the  footnote  entitled  "Segment and
Geographic  Information"  of the  Consolidated  Financial  Statements in the NCH
Corporation  Annual  Report  for the year  ended  April 30,  2000  (2000  Annual
Report),  filed as an exhibit to this  report.  NCH has six  segments:  Chemical
Specialties, Plumbmaster Group, Partsmaster Group, Landmark Direct, DBS Services
Group, and Other Product Lines.

      International  sales,  primarily for Chemical  Specialties and Partsmaster
Group,  are conducted  through  subsidiaries in Europe,  Canada,  Latin America,
Australia  and the Far East. In the  Company's  experience,  other than currency
fluctuations,  the  overall  risk  of  international  operations  has  not  been
appreciably higher than domestic operations,  although the risk of operations in
any one country may be greater than in the United States. The Company is subject
to the risks inherent in operating in foreign  countries,  including  government
regulation,  currency  restrictions and other restraints,  risk of expropriation
and burdensome taxes.

      The products that the Company  markets in each of its segments are readily
available  from  numerous  sources.  The Company buys raw materials and finished
products from a large number of suppliers,  none of whom would materially impact
the  consolidated  sales or earnings  of the  Company  should they cease to be a
source of supply. In some foreign  countries,  licensees  manufacture  specialty
chemical products for marketing by the Company's subsidiaries.

      In each of its  operating  segments,  the  Company  is  subject to various
federal,  state and local laws and regulations  affecting businesses in general,
including  environmental  laws and  regulations.  All laws and  regulations  are
subject to change and the Company  cannot predict what effect,  if any,  changes
might have on its business.


<PAGE>



Item 2.  Properties

      The Company owns its world headquarters and domestic administrative center
complex in Irving, Texas, containing approximately 319,000 square feet.

      The Company owns and operates 19 manufacturing  facilities in 7 states and
11 foreign countries, located in Canada, Europe, Latin America and the Far East,
containing  approximately  1,118,000  square feet. These facilities also include
related office and warehouse space.

      The  Company  owns and  occupies a total of 17 office or  office/warehouse
combinations  in 3 states and 6 foreign  countries,  located in Europe and Latin
America, containing approximately 748,000 square feet.

      In addition, the Company leases additional warehouse space,  manufacturing
plants,  and office space at various  locations in the United States and abroad,
none of which is material in relation to the Company's overall assets.

      The Company also owns seven parcels of undeveloped land in 5 states.

      During  the  last  fiscal  year  the  Company  made  investments,  net  of
dispositions, of $7,702,000 ($8,807,000 gross) in property, plant and equipment.

      The plants and properties owned and operated by the Company are maintained
in good  condition  and are  believed to be suitable  and  adequate for the next
several years.


<PAGE>



Item 3.  Legal Proceedings

      Contingent Liabilities and Environmental Matters,  appearing on page 35 of
the 2000 Annual Report, is incorporated by reference herein.

Item 4.  Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of security  holders during the fourth
quarter of the fiscal year covered by this report.


<PAGE>


       Executive Officers of the Registrant

      The  following  are the  executive  officers  of the Company as of June 1,
2000:

Name                          Office                                    Age
----                          ------                                    ---

Lester A. Levy                Chairman of the Board; Director           77

Milton P. Levy, Jr.           Chairman of the Executive Committee;
                              Director                                  74

Irvin L. Levy                 President; Director                       71

John I. Levy                  Executive Vice President                  38

Lester A. Levy, Jr.           Executive Vice President                  39

Robert M. Levy                Executive Vice President                  41

Walter M. Levy                Executive Vice President                  44

Joe Cleveland                 Vice President and Secretary              66

Tom Hetzer                    Vice President - Finance                  63

Glen Scivally                 Vice President and Treasurer              59

Messrs.  Lester A. Levy,  Milton P. Levy,  Jr. and Irvin L. Levy are  brothers.
Messrs.  Walter M. Levy and  Lester A.  Levy,  Jr.  are sons of Lester A. Levy.
Messrs.  Robert  M. Levy and John I.  Levy are sons of Irvin L.  Levy.  Messrs.
Lester A.  Levy,  Jr.,  Walter  M.,  Robert  M, and John I.  Levy were  elected
Executive  Vice  Presidents  of the  Company  effective  May 1, 2000.  Each has
served in senior  management  capacities  of NCH from  between  14 to 20 years.
Each of the  remaining  Company's  executive  officers  has  been an  executive
officer  of  the   registrant  for  more  than  five  years  as  his  principal
employment.


<PAGE>


                                          PART II

Item 5. Market for the  Registrant's  Common  Equity and Related  Stockholder
        Matters

      Market and Dividend  Information,  appearing on page 42 of the 2000 Annual
Report, is incorporated by reference herein.

Item 6.  Selected Financial Data

      Selected  Financial Data,  appearing on page 16 of the 2000 Annual Report,
is incorporated by reference herein.

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

      Management's Discussion and Analysis of Financial Condition and Results of
Operations,  appearing on pages 16-21 of the 2000 Annual Report, is incorporated
by reference herein.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      The  Company,   through  its  foreign   subsidiaries,   manufactures   and
distributes  products  worldwide.  As a result, the Company is from time to time
exposed to market  risk  relating  to the impact of  foreign  currency  exchange
rates;  however,  this exposure has not been  significant in the past and is not
expected to be significant in the future.

      In addition,  the Company maintains a portfolio of marketable  securities,
the majority of which are debt securities issued by U.S. Government agencies. As
a result,  the  Company is exposed to market  risk  relating  to  interest  rate
movements;  however, a hypothetical 10% adverse movement in interest rates would
have no material impact on net income of the Company.


<PAGE>



Item 8.  Financial Statements and Supplementary Data

      The Financial  Statements and Supplementary Data, appearing on pages 22-42
of the 2000 Annual Report, is incorporated by reference herein.

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

      Not applicable


<PAGE>


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

      Information  on  directors  of the  registrant,  found on pages 2-4 of the
Company's  Proxy  Statement  dated June 27, 2000, in connection  with its Annual
Meeting to be held July 27, 2000, is incorporated by reference herein.

      Information on executive  officers of the registrant,  found on pages 9-10
of the  Company's  Proxy  Statement  dated June 27,  2000,  is  incorporated  by
reference herein.

Item 11. Executive Compensation

      Information on executive compensation and transactions, found on pages 4-7
of the Company's  Proxy  Statement  dated June 27, 2000, in connection  with its
Annual Meeting to be held July 27, 2000, is incorporated by reference herein.


<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and Management

      Information   on  security   ownership  of  principal   stockholders   and
management,  found on pages 9-10 of the Company's Proxy Statement dated June 27,
2000,  in  connection  with its Annual  Meeting to be held on July 27, 2000,  is
incorporated by reference herein.

Item 13. Certain Relationships and Related Transactions

      Information on certain  relationships and related  transactions,  found on
pages 2-3 and 10 of the  Company's  Proxy  Statement  dated  June 27,  2000,  in
connection  with its Annual Meeting to be held on July 27, 2000, is incorporated
by reference herein.


<PAGE>


                                     PART IV

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

(a) (1) and (2):  The  response  to this  portion of Item 14 is  submitted  as a
separate  section of this report on pages 15-16.  The  information  set forth on
pages  15-16 of this  report is  incorporated  by  reference.  The  consolidated
financial  statements  set forth on page 15 of this  report are filed as part of
this Form 10-K by  incorporation  by reference to pages 22-42 of the 2000 Annual
Report.

(a) (3) and  (c):  Exhibits.  For a list of the  exhibits  filed  as a part of
this report,  see the Index to Exhibits on pages 19-20 of this  report,  which
is incorporated by reference.


(b)  Reports on Form 8-K:  No reports on Form 8-K were filed  during the quarter
ended April 30, 2000.

(d) Not applicable.




<PAGE>


                                        SIGNATURES

The Issuer

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, NCH  Corporation  has duly caused this report to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Irving, and the State of Texas, on this 2nd day of June, 2000.

                                                NCH CORPORATION, Registrant

                                                By  /s/ Irvin L. Levy
                                                --------------------------
                                                Irvin L. Levy, President

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

Signature                          Capacity at Registrant           Date
---------                          ----------------------           ----

      /s/Lester A. Levy            Chairman of the Board;           June 2, 2000
--------------------------         Director
    Lester A. Levy

    /s/Milton P. Levy, Jr.         Chairman of the Executive
--------------------------         Committee; Director              June 2, 2000
     Milton P. Levy, Jr.

        /s/Irvin L. Levy           President; Director
----------------------------       (Principal Executive Officer)    June 2, 2000
        Irvin L. Levy


        /s/Tom Hetzer              Vice President - Finance         June 2, 2000
-----------------------------      (Princial Accounting Officer)
         Tom Hetzer

  /s/Robert L. Blumenthal              Director                     June 2, 2000
-----------------------------
    Robert L. Blumenthal

       /s/Rawles Fulgham               Director                     June 2, 2000
-----------------------------
        Rawles Fulgham

      /s/Jerrold M. Trim               Director                     June 2, 2000
-----------------------------
       Jerrold M. Trim

  /s/Thomas B. Walker Jr.              Director                     June 2, 2000
-----------------------------
    Thomas B. Walker Jr.


<PAGE>



                                 NCH CORPORATION
                            AND SUBSIDIARY COMPANIES


                                    FORM 10-K
                  ITEMS 8, 14(a)(1) and (2) and (a)(3) and (c)

              INDEX OF FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS


      The following  consolidated financial statements are filed as part of this
Form  10-K by  incorporation  by  reference  to pages  22-42 of the 2000  Annual
Report.

Consolidated Financial Statements:
   Statements  of Income,  Years Ended  April 30,  2000,  1999 and 1998
   Balance Sheets,  April 30, 2000 and 1999
   Statements of Cash Flows,  Years Ended April 30, 2000, 1999 and 1998
   Statements of Stockholders' Equity, Years Ended April 30, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
Independent Auditors' Report
Selected Unaudited Quarterly Data, Years Ended April 30, 2000 and 1999



<PAGE>



   The following consolidated financial statement schedule of the registrant and
its subsidiaries is included in Item 14(a)(2):

                                                                        Page

Consolidated Financial Statement Schedule
      Independent Auditors' Report                                       17

      II   -    Valuation and Qualifying Accounts                        18

      Schedules  other than those listed above are omitted  because they are not
required  or are not  applicable,  the  information  required is  immaterial  in
relation to the registrant's  consolidated financial statements, or the required
information is shown in the consolidated  financial statements or notes thereto.
Columns  omitted from schedules  filed have been omitted because the information
is not applicable.


<PAGE>


INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
NCH Corporation:

      Under date of May 31, 2000, we reported on the consolidated balance sheets
of NCH  Corporation  and  subsidiaries  as of April 30,  2000 and 1999,  and the
related consolidated  statements of income,  stockholders' equity and cash flows
for each of the  years  in the  three-year  period  ended  April  30,  2000,  as
contained  in  the  2000  Annual  Report  to  Shareholders.  These  consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year ended April 30, 2000. In connection with
our audits of the  aforementioned  consolidated  financial  statements,  we also
audited the related  consolidated  financial statement schedule as listed in the
accompanying  index.  This  consolidated  financial  statement  schedule  is the
responsibility of the Company's management.  Our responsibility is to express an
opinion on this consolidated financial statement schedule based on our audits.

      In our opinion,  such  consolidated  financial  statement  schedule,  when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly,  in all material  respects,  the information set forth
therein.

                                                  /s/  KPMG LLP
Dallas, Texas
May 31, 2000


<PAGE>
<TABLE>





                        NCH CORPORATION AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (In Thousands)


<CAPTION>


                                          Balance at        Charged to      Foreign           Deductions--        Balance
                                          Beginning         Costs and       Currency          Accounts           at End of
        Description                       of Period         Expenses      Translation         Written-Off         Period
--------------------------------         -----------        ----------    -----------         ------------       ---------
<S>                                      <C>                <C>           <C>                 <C>                <C>
Reserves Deducted in the Balance
Sheet from Assets to Which They
Apply

Allowances for Doubtful Accounts

Year Ended April 30, 2000                   $17,016           $5,318       $  (1,162)             $5,072         $16,100
                                            =======           ======       =========              ======         =======

Year Ended April 30, 1999                   $15,331           $5,721       $    (126)             $3,910         $17,016
                                            =======           ======       =========              ======         =======

Year Ended April 30, 1998                   $15,330           $5,311       $    (770)             $4,540         $15,331
                                            =======           ======       =========              ======         =======


</TABLE>




<PAGE>


                                INDEX TO EXHIBITS

   Exhibit                                                      Sequentially
   Number                             Exhibit                   Numbered Page
   -------                            -------                   -------------

Exhibit  3.1 (1)           Restated Certificate of Incorporation

Exhibit  3.2 (1)           Bylaws, as amended

Exhibit 10.1 (1)  (3)      Form of 1980 Non-Qualified Stock Option
                           Plan, as amended

Exhibit 10.2 (7)           Credit Agreement among NCH Corporation
                           as Borrower, Chase Bank of Texas,
                           National Association, as Agent, and
                           the Lenders Named herein, dated
                           August 7, 1998

Exhibit 10.3 (7)           First Amendment to Credit Agreement
                           among NCH Corporation as Borrower,
                           Chase Bank of Texas, National Association,
                           as Agent, dated May 28, 1999

Exhibit 10.4 (8)           Asset Purchase Agreement by and among
                           Carlton-Bates Company, NCH Corporation
                           and Resource Electronics, Inc. dated as of
                           October 29, 1999

Exhibit 10.5 (1)  (3)      Form of Non-Qualified Stock Option
                           Agreement

Exhibit 10.6 (1)  (3)      Forms of Deferred Compensation
                           Agreements with Messrs. Irvin, Lester,
                           and Milton Levy

Exhibit 10.7 (3) (4)       Fourth   and   Fifth    Amendments    to   Deferred
                           Compensation Agreements with Messrs. Irvin, Lester,
                           and Milton Levy

Exhibit 10.8 (3) (5)       Executive Committee Incentive Bonus Plan

Exhibit 10.9 (3) (6)       Fourth, Fifth and Sixth Amendments to Deferred
                           Compensation Agreements with Messrs. Irvin, Lester,
                           and Milton Levy

Exhibit 21 (2)             Subsidiaries of the Registrant

Exhibit 23 (2)             Independent Auditors' Consent

Exhibit 27 (2)             Financial Data Schedule



<PAGE>




(1)   Incorporated  herein by reference  to the  exhibits  with the same exhibit
      number and  designation  in the  Registrant's  report on Form 10-K for the
      fiscal year ended April 30, 1987,  filed with the  Securities and Exchange
      Commission.

(2)   Filed herewith.

(3)   Management  contract or  compensatory  plan or arrangement  required to be
      filed as an exhibit to this report pursuant to Item 14(c) of Form 10-K.

(4)   Incorporated  herein by  reference  to the exhibit  with the same  exhibit
      number and  designation  in the  Registrant's  report on Form 10-K for the
      fiscal year ended April 30, 1995,  filed with the  Securities and Exchange
      Commission.

(5)   Incorporated  herein by  reference  to the exhibit  with the same  exhibit
      number and  designation  in the  Registrant's  report on Form 10-K for the
      fiscal year ended April 30, 1994,  filed with the  Securities and Exchange
      Commission.

(6)   Incorporated  herein by  reference  to the exhibit  with the same  exhibit
      number and  designation  in the  Registrant's  report on Form 10-K for the
      fiscal year ended April 30, 1997,  filed with the  Securities and Exchange
      Commission.

(7)   Incorporated  herein by  reference  to the exhibit  with the same  exhibit
      number and  designation  in the  Registrant's  report on Form 10-K for the
      fiscal year ended April 30, 1999,  filed with the  Securities and Exchange
      Commission.

(8)   Incorporated  herein by  reference  to the exhibit  with the same  exhibit
      number and  designation  in the  Registrant's  report on Form 10-Q for the
      three and six months ended October 31, 1999, filed with the Securities and
      Exchange Commission.


<PAGE>






                        NCH CORPORATION AND SUBSIDIARIES
                                   EXHIBIT 13
                 ANNUAL REPORT FOR THE YEAR ENDED APRIL 30, 2000



<TABLE>

Selected Financial Data

NCH Corporation and Subsidiaries
(In Thousands Except Per Share Data)

Years Ended April 30,
<CAPTION>

                                 2000          1999          1998          1997          1996
                              ---------      ---------     ---------     ---------     ---------
<S>                             <C>           <C>           <C>           <C>           <C>

Net Sales                     $ 728,210      $ 723,225     $ 715,466     $ 704,464     $ 715,051

Income from
    Continuing Operations      $ 21,201       $ 25,532      $ 35,097      $ 34,421      $ 35,827

Earnings Per Share from
    Continuing Operations

    Basic                         $3.92          $4.47         $4.90         $4.70         $4.45
    Diluted                       $3.92          $4.46         $4.88         $4.69         $4.45

Current Ratio                  3.4 to 1       2.7 to 1      3.6 to 1      3.3 to 1      3.2 to 1

Total Assets                  $ 427,113      $ 430,603     $ 515,773     $ 493,563     $ 511,741

Long-Term Debt                 $ 12,049        $ 1,104       $ 1,400         $ 112          $ 49

Retirement and Deferred
    Compensation Plans        $ 115,344      $ 115,162     $ 111,088     $ 107,057      $ 99,915

Cash Dividends Declared
    Per Share                     $1.40          $1.40         $1.35         $2.20         $2.20

    Note:  Amounts for prior years have been restated as applicable to reflect the sale of Resource Electronics, Inc.
</TABLE>

<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Liquidity and Capital Resources

      In the fiscal year ended April 30,  2000,  working  capital  increased  to
$212.9  million from $182.3 million at April 30, 1999. The current ratio was 3.4
to 1 at April 30,  2000,  compared to 2.7 to 1 at April 30,  1999.  The total of
cash, cash equivalents and marketable  securities  increased by $29.6 million to
$52.6  million at April 30, 2000.  Net cash flow from  operating  activities  of
continuing operations totaled $41.2 million for fiscal 2000. Additional cash was
provided by the sale of the net assets of Resource Electronics of $12.7 million.
Principal  uses of cash  consisted of net purchases of marketable  securities of
$17.0  million,  net  capital  expenditures  of $7.7  million,  and  payment  of
dividends of $7.6 million.  During the year, the Company purchased the assets of
two small  businesses for $2.0 million.  Management  expects that operating cash
flows will continue to generate  sufficient  funds to finance  operating  needs,
capital expenditures and the payment of dividends.

      The Company's  international  subsidiaries operate on a fiscal year ending
on the last day of February.  The reported values of both assets and liabilities
of the Company's international  subsidiaries decreased as a result of the change
in the Company's  composite spot rate at February 29, 2000, compared to February
28, 1999.  This is reflected by the foreign  currency  translation  component of
accumulated  other  comprehensive  loss,  which  changed  from a  $36.3  million
reduction  of  stockholders'  equity  at  April  30,  1999,  to a $42.5  million
reduction of stockholders' equity at April 30, 2000.

<PAGE>

      As  reported  on the  Consolidated  Balance  Sheets,  accounts  receivable
decreased  by $5.3  million  in the year  ended  April 30,  2000.  The change in
accounts  receivable  presented  in the  Consolidated  Statements  of Cash Flows
excludes  the effect of exchange  rates on the  reported  asset values and shows
that accounts  receivable,  net of the  provision  for losses,  decreased by $.5
million  compared  to the  end of the  prior  year.  The  decrease  in  accounts
receivable  was  primarily  due to decreased  sales in certain of the  Company's
international operations during the current quarter.

      As reported on the Consolidated Balance Sheets,  inventories  decreased by
$.7  million  in  the  year  ended  April  30,   2000.   Inventories   decreased
internationally  due to  lower  international  sales  and  domestically  due  to
decreased  inventory  levels for the  Plumbmaster  Group.  These  decreases were
partially  offset  by  increased  inventory  levels  domestically  due to higher
domestic  sales in the current year and  increases in product  costs for the DBS
Services  Group.  The  change  in  inventories  presented  in  the  Consolidated
Statements of Cash Flows  excludes the effect of exchange  rates on the reported
asset values and shows that inventories increased slightly in the same period.

      Accounts  payable,  accrued expenses and income taxes payable decreased by
$24.3  million as reported on the  Consolidated  Balance  Sheets.  Income  taxes
payable  decreased due to the net loss in the fourth quarter in the current year
as compared to the prior  year.  Accrued  expenses  decreased  due to  decreased
international  marketing costs. Accounts payable decreased as a result of normal
business activity associated with timing of payments.

      Net capital  expenditures  for  property,  plant and  equipment  were $7.7
million for the year ended April 30, 2000.  These consisted of the  installation
and update of  worldwide  computer  systems and normal  additions  of  operating
equipment.  Capital  expenditures for the upcoming year are not expected to vary
significantly from the current year.

      Deferred  tax  benefits   represent  future  income  tax  deductions  and,
therefore,  impact future cash flows by reducing federal income taxes to be paid
in future years in which the temporary  differences are expected to be recovered
or settled.  Management believes the Company will have sufficient future taxable
income to make it more likely than not that the net  deferred tax assets will be
realized.

<PAGE>

      Total  indebtedness,  comprised of long-term debt,  current  maturities of
long-term  debt and notes  payable,  increased  $17.3 million as reported on the
Consolidated  Balance  Sheets.  During  the  fourth  quarter,  an  environmental
insurance  policy  was  purchased  and  funded by a note  payable  in a non-cash
transaction.  Of the $18.0  million in long-term  debt,  $16.9 is a note payable
related  to the  environmental  insurance  policy,  and $1.1  million  is a note
payable related to the purchase of a small domestic business in fiscal 1998. The
$6.0  million of notes  payable to banks  consist  of  international  subsidiary
borrowings in local country currencies used primarily to finance working capital
requirements.

      The   retirement   and  deferred   compensation   plan  liability  on  the
Consolidated  Balance Sheets represents  compensation  deferred by employees and
accrued interest on such deferrals as well as accrued retirement  benefits under
non-qualified retirement plans. Deferred compensation is expensed as earned with
a liability recorded for payment in future years.

      During  fiscal year 2000,  cash  dividends  paid  amounted to $7.6 million
($1.40 per share)  compared to $7.8 million in 1999 ($1.40 per share).  On April
28,  2000,  the  directors  of the  Company  declared a regular  quarterly  cash
dividend  of $.35  per  share of  Common  Stock to be paid  June  15,  2000,  to
shareholders of record June 1, 2000.

     During the fiscal year 1999,  the Company  repurchased a total of 1,769,387
shares of NCH Common  Stock for an  aggregate  price of $106.0  million.  During
fiscal year 2000,  the Company  repurchased  71 shares for  approximately  three
thousand dollars.

      In August  1998,  the  Company  obtained a $50  million  unsecured  credit
facility  from a group of banks which  expires in August 2002,  and is available
for acquisitions and general corporate purposes. During fiscal 2000, the Company
did not borrow any funds under this credit facility.

Subsequent Event

      On  May  9,  2000,   the  Company  sold  a  parcel  of  surplus  land  for
approximately $6.9 million. The transaction involved  approximately 142 acres of
undeveloped  land in  Coppell,  Texas and will  result in a pretax  gain of $3.7
million ($2.4 million net of tax) in the quarter ending July 31, 2000.


<PAGE>

<TABLE>

Sales and Operating Income - Fiscal 2000 to Fiscal 1999

<CAPTION>

                                        Net Sales                  Operating Income
                                ------------------------       -------------------------
                                  Years Ended April 30,          Years Ended April 30,
                                ------------------------       -------------------------
                                  2000           1999            2000            1999
                                ---------      ---------       ---------       ---------
<S>                             <C>            <C>             <C>             <C>

Chemical Specialties            $ 409,476      $ 426,717        $ 13,534        $ 33,283
Plumbmaster Group                 120,655        120,553           7,690           2,754
Partsmaster Group                  85,806         85,250          10,973           8,378
Landmark Direct                    35,081         28,281             519           1,193
DBS Services Group                 21,038         16,530           4,594           4,824
Other Product Lines                56,154         45,894           4,207           2,282
Unallocated Corporate Expenses          -              -          (2,559)         (2,469)
                                ---------      ---------        ---------      ---------
Total                           $ 728,210      $ 723,225        $ 38,958        $ 50,245
                                =========      =========        =========      =========
</TABLE>



<PAGE>



      Net sales from  Continuing  Operations  were $728.2 million in fiscal 2000
compared to $723.2 million in fiscal 1999.  Domestic net sales increased 7% from
fiscal 1999 to 2000. Net sales from total international  operations decreased 3%
from fiscal 1999 to 2000 when  measured on a local  currency  basis.  Due to the
strengthening of the U.S. dollar, sales from international  operations reflected
a decrease  of 8% from fiscal  1999 to 2000 as  reported  in U.S.  dollars,  and
international   sales  are  also  lower  due  to  continued  difficult  economic
conditions  primarily  in the  European  operations.  Net sales for the Chemical
Specialties  segment decreased $17.2 million, or 4% from fiscal 1999 to 2000 due
to a decrease in international sales, as measured in U.S. dollars,  which offset
increased  domestic sales. Net sales in the Plumbmaster Group increased slightly
from 1999 to 2000 as a result of increased domestic sales to major home building
supply centers and increased sales of plumbing  components to OEM manufacturers,
partially  offset by lower  international  sales.  Net sales in the  Partsmaster
Group  increased  slightly from 1999 to 2000, due to increased  domestic  sales,
partially  offset by lower  international  sales.  Net sales for Landmark Direct
increased  $6.8 million,  or 24%,  from 1999 to 2000  primarily due to increased
sales of  medical  and first aid  supplies.  Net  sales for DBS  Services  Group
increased $4.5 million,  or 27% from 1999 to 2000 as a result of increased sales
of direct  broadcast  satellite  equipment to retail  dealers.  Net sales in the
Other Product Lines increased $10.3 million,  or 22%, primarily due to increased
sales of pet  products  to  retail  outlets  and  increased  sales of  apartment
maintenance products.

      Operating  income  decreased  to $39.0  million in fiscal  2000 from $50.2
million in 1999.  Domestic operating margins decreased from fiscal 1999 to 2000,
primarily due to the accrual for increased  environmental  remediation expenses,
of which  approximately  $16.1  million was  expensed  in the fourth  quarter of
fiscal 2000 and was partially  offset by revisions of prior year  liabilities of
approximately  $4.2  million as a result of changes in  management's  estimates.
Internationally,  operating  margins  increased  due to lower  cost of sales and
marketing  costs in fiscal 2000  compared to 1999.  In the Chemical  Specialties
segment,  operating  income  decreased $19.7 million,  due to the  environmental
costs discussed above and lower  international  sales.  Operating income for the
Plumbmaster  Group  increased  $4.9 million due to increased  domestic sales and
cost  saving  strategies  in  domestic  operations.  Operating  income  for  the
Partsmaster  Group  increased $2.6 million,  or 31%, due to higher  domestic and
international  margins.  Operating  income for  Landmark  Direct  decreased  $.7
million due to increased sales into  bid-dependent  market channels,  which have
historically  lower gross margins.  Operating  income for the DBS Services Group
decreased  slightly  from  fiscal  1999 to 2000.  Operating  income in the Other
Product Lines  increased $1.9 million due to volume  efficiencies  gained in the
sale of pet products and apartment maintenance products.


<PAGE>

<TABLE>


Sales and Operating Income - Fiscal 1999 to Fiscal 1998

<CAPTION>

                                       Net Sales                   Operating Income
                                ------------------------       -------------------------
                                  Years Ended April 30,          Years Ended April 30,
                                ------------------------       -------------------------
                                  1999           1998            1999            1998
                                ---------      ---------       ---------       ---------
<S>                             <C>            <C>             <C>             <C>

Chemical Specialties            $ 426,717      $ 427,126        $ 33,283        $ 37,616
Plumbmaster Group                 120,553        106,584           2,754             392
Partsmaster Group                  85,250         79,739           8,378          10,142
Landmark Direct                    28,281         20,332           1,193            (749)
DBS Services Group                 16,530         12,336           4,824           1,485
Other Product Lines                45,894         69,349           2,282           3,827
Unallocated Corporate Expenses          -              -          (2,469)         (2,125)
                                ---------      ---------       ---------       ---------
Total                           $ 723,225      $ 715,466        $ 50,245        $ 50,588
                                =========      =========       =========       =========
</TABLE>


<PAGE>



      Net sales from  Continuing  Operations  were $723.2 million in fiscal 1999
compared to $715.5 million in fiscal 1998.  Domestic net sales increased 3% from
fiscal 1998 to 1999. At the end of fiscal 1998, two domestic  subsidiaries  were
sold.  Net sales in fiscal  1998 for these two  subsidiaries  amounted  to $32.2
million.  For comparison  purposes,  total net sales increased 6% in fiscal 1999
and  domestic  net  sales  increased  12%  when  the net  sales  for  these  two
subsidiaries  are excluded from fiscal 1998. Net sales from total  international
operations  increased  2% from  fiscal  1998 to 1999  when  measured  on a local
currency  basis.  Due to  the  strengthening  of the  U.S.  dollar,  sales  from
international  operations reflected a decrease of 1% from fiscal 1998 to 1999 as
reported in U.S. dollars.  Fiscal 1999 international sales are also lower due to
the general economic downturn in Asia and in South America due to weak economies
in  several  major  markets.  In the  Chemical  Specialties  segment,  net sales
decreased  slightly from fiscal 1998 to 1999 due to a decrease in  international
sales, as measured in U.S.  dollars,  which offset increased  domestic sales. An
estimated $8 million of the decrease in  international  sales is attributable to
the strength of the U.S.  dollar in fiscal 1999  compared to 1998.  Net sales in
the Plumbmaster  Group  increased $14.0 million,  or 13%, from 1998 to 1999 as a
result of increased  domestic sales to major home building supply  centers.  Net
sales in the Partsmaster Group increased $5.5 million, or 7%, from 1998 to 1999,
primarily  due to  increased  domestic  sales.  Net  sales for  Landmark  Direct
increased  $7.9  million,  or  39%,  from  1998  to  1999  primarily  due to the
acquisition  of a small  company in April 1998.  Net sales for  Landmark  Direct
increased  10%  without  the  acquisition.  Net  sales  for DBS  Services  Group
increased  $4.2  million,  or 34%,  from 1998 to 1999 as a result  of  increased
revenues from the sale of direct broadcast satellite equipment. Net sales in the
Other  Product  Lines  decreased  34%  primarily  as a result of the sale of two
subsidiaries in April 1998, as discussed above.

      Operating  income  decreased  to $50.2  million in fiscal  1999 from $50.6
million in 1998.  Excluding  the results of the two  subsidiaries  sold in April
1998,  operating income for fiscal 1998 would have been $47.3 million.  Domestic
operating  margins improved from fiscal 1998 to 1999 due to decreased  marketing
costs, partially offset by increased cost of sales and administrative  expenses.
Internationally,  operating margins decreased due to increased cost of sales and
marketing  costs in fiscal 1999  compared to 1998.  In the Chemical  Specialties
segment,  operating  income  decreased  12%, due to  decreases in  international
margins.  Of  this  decrease,  approximately  3%,  or one  million  dollars,  is
attributable to the strength of the U.S. dollar in fiscal 1999 compared to 1998.
Operating  income  for the  Plumbmaster  Group  increased  $2.4  million  due to
increased  domestic sales and reductions in material costs for purchased  goods.
Operating  income for the  Partsmaster  Group  decreased  17%,  due to increased
international  marketing  costs.  Operating income for Landmark Direct increased
$1.9 million due to the  acquisition  of a small company and decreased  expenses
related to printing and mailing catalogs.  DBS Services Group had an increase in
operating income of $3.3 million due to increased  revenues from sales of direct
broadcast  satellite  equipment.  Operating  income in the Other  Product  Lines
decreased as a result of the sale of two subsidiaries in April 1998.

<PAGE>

Other Operating Results - Fiscal Years 2000, 1999 and 1998

      In fiscal year 2000,  interest  expense was $5.6 million  compared to $4.8
million for fiscal 1999 and $5.3  million for fiscal 1998.  Interest  income was
$2.0  million for fiscal  2000 as  compared to $2.1  million for fiscal 1999 and
$4.9 million for fiscal 1998.  The decrease in interest  income from fiscal 1998
to fiscal 1999 is due to the reduction of marketable  securities  during 1999 as
compared to 1998.

      Loss on revaluation of foreign  currencies was $2.7 million in fiscal 2000
compared to $1.5 million in fiscal 1999.  The current year loss is  attributable
to foreign  exchange  expense in certain  European  subsidiaries and translation
losses  in  hyper-inflationary  countries.  In  fiscal  1999,  loss on  currency
revaluation was $1.5 million compared to a loss of $2.3 million in 1998.

      During fiscal 1998, the Company sold two subsidiaries, resulting in a gain
of $11.0 million  before taxes ($7.1  million after taxes).  Sales for these two
subsidiaries were less than 5% of the Company's  consolidated  annual sales, and
therefore  this  transaction  did not have a  material  impact on the  Company's
operations.

      The overall corporate tax rate for fiscal 2000 was 35.3% of pre-tax income
compared to 44.5% in 1999 and 40.3% in 1998. The decrease in fiscal year 2000 is
due to  variations  in  individual  country  income  levels,  tax  rates  in the
international  subsidiaries and to revisions of prior year estimated foreign tax
credits of $0.6 million  utilized when the Company filed its 1999 federal income
tax return during the current year. A  reconciliation  of the effective tax rate
to the U.S.  statutory rate is contained in the Notes to Consolidated  Financial
Statements.

      The sale of the net assets of  Resource  Electronics  Inc.  in fiscal 2000
resulted in a loss on  disposition  of  discontinued  operations of $3.3 million
(net of income taxes of $1.8 million) in fiscal 2000. The operating loss, net of
income  taxes,  for  discontinued  operations  was $.9 million in fiscal 2000 as
compared to $1.2 million in fiscal 1999.  Operating income, net of income taxes,
for discontinued operations was $.6 million in fiscal 1998.

<PAGE>

      As a result of the preceding information,  net income in fiscal year 2000,
including  the results of  discontinued  operations,  decreased to $17.0 million
from $24.4 million in 1999. Basic and Diluted earnings per share from continuing
operations  decreased to $3.92 per share in fiscal 2000,  due to the decrease in
net income,  and was  partially  offset by the decrease in the weighted  average
number of common shares  outstanding  during the current year. Basic and Diluted
earnings per share - net income decreased to $3.15 per share in fiscal 2000. Net
income in fiscal 1999  decreased to $24.4  million  from $35.7  million in 1998.
Included  in net income for the 1998 fiscal year are the sales and income of two
subsidiaries  that were sold at the end of fiscal  1998.  Net income for the two
subsidiaries,  including the gain on the sale of the  subsidiaries,  amounted to
$8.9 million for the 1998 fiscal year.  Basic earnings per share from continuing
operations  decreased to $4.47 per share in fiscal 1999,  due to the decrease in
net income,  and was  partially  offset by the decrease in the weighted  average
number of common shares  outstanding  during fiscal 1999.  Diluted  earnings per
share from  continuing  operations  also  decreased to $4.46 per share in fiscal
1999.  Basic  earnings  per share - net income  decreased  to $4.27 per share in
fiscal 1999 and Diluted  earnings per share - net income  decreased to $4.25 per
share in fiscal 1999.

Year 2000 Compliance

      The Company uses and relies on a wide variety of information technologies,
computer   systems  and   scientific   equipment   containing   computer-related
components. The Company did not experience any business interruptions related to
the Year 2000 Issue.  The Company is continuing to monitor its computer  systems
and  equipment  and  expects  that the Year 2000  Issue will not have a material
adverse effect on its business, financial condition, or results of operations.

<PAGE>

Euro Conversion

     On January 1, 1999,  11 of the 15 member  countries of the  European  Union
established  fixed conversion rates between their existing  currencies  ("legacy
currencies")  and one  common  currency - the euro.  The euro is now  trading on
currency  exchanges  and can be  used in  business  transactions.  Beginning  in
January 2002, new  euro-denominated  bills and coins will be issued,  and legacy
currencies  will  be  withdrawn  from  circulation.   The  Company's   operating
subsidiaries affected by the euro conversion are developing plans to address the
systems and business  issues  affected by the euro  currency  conversion.  These
issues  include,  among others,  the need to adapt  computer and other  business
systems and equipment to accommodate euro-denominated  transactions. The Company
does not  expect  this  conversion  to have a material  impact on its  financial
condition or results of operations.

Recent Accounting Pronouncements

      In December 1999, the SEC issued Staff Accounting  Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which must be adopted by July 31,
2000.  We are  currently  assessing  the  impact  of SAB 101 on our  results  of
operations.

Forward-Looking Information

      Management's Discussion and Analysis of Financial Condition and Results of
Operations  and other  sections of this Annual  Report  contain  forward-looking
statements  that are based on current  expectations,  estimates and  assumptions
regarding the worldwide economy, technological innovation, competitive activity,
interest  rates,  pricing,  and currency  movements.  These  statements  are not
guarantees  of  future  results  or  events,   and  involve   certain  risk  and
uncertainties  which are  difficult  to predict and many of which are beyond the
control of the Company.  Actual results and events could differ  materially from
those anticipated by the forward-looking statements.
<PAGE>

<TABLE>

Consolidated Statements of Income

NCH Corporation and Subsidiaries
(In Thousands Except Per Share Data)

Years Ended April 30,
<CAPTION>
                                                  2000        1999         1998
                                               ----------  ----------   ---------
<S>                                            <C>         <C>          <C>

Net Sales                                      $ 728,210   $ 723,225    $ 715,466
                                               ----------  ----------   ---------

Operating Expenses
    Cost of sales, including warehousing
      and commissions                            388,973     380,139      369,026
    Marketing and administrative expenses        300,279     292,841      295,852
                                                --------    --------     --------
                                                 689,252     672,980      664,878
                                                --------    --------     --------

Operating Income                                  38,958      50,245       50,588

Other (Expenses) Income
    Revaluation of foreign currencies             (2,651)     (1,515)      (2,318)
    Interest income                                2,011       2,069        4,885
    Interest expense                              (5,557)     (4,790)      (5,319)
    Gain on sale of subsidiaries                       -           -       10,972
                                                --------    --------     --------

Income from Continuing Operations
    before Income Taxes                           32,761      46,009       58,808
Provision for Income Taxes                        11,560      20,477       23,711
                                                --------    --------     --------
Income from Continuing Operations                 21,201      25,532       35,097
                                                --------    --------     --------
Discontinued Operations:

Income/(Loss) from discontinued operations,
    net of income taxes                             (859)     (1,171)         598
Loss on disposition of discontinued operations,
    net of income tax benefit of $1,782           (3,309)          -            -
                                                --------    --------     --------
Net Income                                      $ 17,033    $ 24,361     $ 35,695
                                                ========    ========     ========


Earnings Per Share from Continuing Operations

    Basic                                          $3.92       $4.47        $4.90
                                                ========    ========     ========
    Diluted                                        $3.92       $4.46        $4.88
                                                ========    ========     ========

Earnings Per Share - Net Income

    Basic                                          $3.15       $4.27        $4.98
                                                ========    ========     ========
    Diluted                                        $3.15       $4.25        $4.97
                                                ========    ========     ========


The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

<TABLE>

Consolidated Balance Sheets

NCH Corporation and Subsidiaries
(In Thousands Except Share Data)

As of April 30,
<CAPTION>
                                                   2000           1999
                                                 --------       --------
<S>                                              <C>            <C>
Assets
Current Assets
   Cash and cash equivalents                     $ 32,146       $ 19,814
   Marketable securities                           20,429          3,187
   Accounts receivable (less allowance for
     doubtful accounts of $16,100 and $17,016)    133,839        139,124
   Inventories                                     93,536         94,191
   Prepaid expenses                                 6,215          9,493
   Deferred income taxes                           13,691         21,454
                                                ---------      ---------

     Total Current Assets                         299,856        287,263
                                                ---------      ---------

   Property, Plant and Equipment                  190,475        192,927
     Accumulated depreciation                     120,242        116,678
                                                ---------      ---------
                                                   70,233         76,249
                                                ---------      ---------
   Deferred Income Taxes                           36,781         31,454
                                                ---------      ---------
   Other                                           20,243         16,040
                                                ---------      ---------
   Net assets of discontinued operations                -         19,597
                                                ---------      ---------
     Total                                      $ 427,113      $ 430,603
                                                =========      =========

Liabilities and Stockholders' Equity
Current Liabilities
   Notes payable to banks                         $ 5,956        $ 5,318
   Current maturities of long-term debt             5,971            278
   Accounts payable                                40,196         44,376
   Accrued expenses                                26,766         29,128
   Income taxes payable                             6,176         23,930
   Dividends payable                                1,893          1,893
                                                ---------      ---------
     Total Current Liabilities                     86,958        104,923
                                                ---------      ---------
Long-Term Debt, less current maturities            12,049          1,104
                                                ---------      ---------
Retirement and Deferred Compensation Plans        115,344        115,162
                                                ---------      ---------
Stockholders' Equity
   Common stock, par value $1 per share,
     authorized 20,000,000 shares. Issued
     11,769,304 shares                             11,769         11,769
   Additional paid-in-capital                      12,714         12,714
   Retained earnings                              501,146        491,685
   Accumulated other comprehensive loss           (42,389)       (36,279)
                                                ---------      ---------
                                                  483,240        479,889
   Less treasury stock
     (6,361,081 and 6,361,010 shares)             270,478        270,475
                                                ---------      ---------
                                                  212,762        209,414
                                                ---------      ---------
     Total                                      $ 427,113      $ 430,603
                                                =========      =========

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

<TABLE>

Consolidated Statements of Cash Flows

NCH Corporation and Subsidiaries
(In Thousands)

Years Ended April 30,
<CAPTION>
                                                          2000        1999       1998
                                                        --------    --------   --------
<S>                                                     <C>         <C>        <C>

Cash Flows from Operating Activities
    Income from Continuing Operations                   $ 21,201    $ 25,532   $ 35,097
    Adjustments to reconcile income from Continuing
        Operations to net cash provided by
        Continuing Operations:
      Depreciation and amortization                       13,869      13,786     14,668
      Gain on sale of subsidiaries                             -           -    (10,972)
      Provision for losses on accounts receivable          5,318       5,721      5,311
      Deferred income taxes                                2,555      (3,152)    (1,923)
      Accrual of environmental expenses                   16,138           -          -
      Retirement and deferred compensation plans             411       4,189      4,757
      Other noncash items                                  1,069        (469)       206
      Change in assets and liabilities, excluding
          net assets acquired in the purchase of
          businesses:
        Accounts receivable                               (4,797)    (12,470)    (7,486)
        Inventories                                         (258)     (3,147)    (6,036)
        Prepaid expenses                                   2,957        (444)    (3,183)
        Accounts payable, accrued expenses
          and income taxes payable                       (14,816)      4,053       (509)
        Other noncurrent assets                           (2,402)       (686)    (1,308)
                                                        --------    --------   --------
    Net cash provided by Continuing Operations            41,245      32,913     28,622
                                                        --------    --------   --------
    Operating cash flows from Discontinued Operations     (1,274)      2,030       (874)
                                                        --------    --------   --------
      Net cash provided by operating activities           39,971      34,943     27,748
                                                        --------    --------   --------

Cash Flows from Investing Activities
    Sales of property, plant and equipment                 1,105       1,034      1,342
    Purchases of property, plant and equipment            (8,807)    (12,748)   (13,935)
    Redemptions of marketable securities                   7,831     104,221     36,589
    Purchases of marketable securities                   (24,865)     (5,932)   (68,407)
    Acquisition of businesses                             (2,027)     (2,773)    (4,562)
    Sale of subsidiaries                                  12,697           -     30,098
    Other                                                 (1,005)     (1,005)      (886)
                                                        --------    --------   --------
      Net cash provided by (used in) investing
        activities                                       (15,071)     82,797    (19,761)
                                                        --------    --------   --------

Cash Flows from Financing Activities
    Proceeds from notes payable                            5,221       2,346      5,172
    Payments of notes payable                             (4,212)     (4,266)      (427)
    Additional long-term debt                                  -           -         98
    Payments of long-term debt                            (2,004)       (310)    (3,764)
    Borrowing of cash surrender values                       826       2,023      1,930
    Surrender of insurance contracts                         317           -          -
    Payments of dividends                                 (7,572)     (7,827)    (9,313)
    Purchases of treasury stock                               (3)   (105,963)    (9,054)
    Proceeds from exercise of stock options                    -       1,200      7,259
                                                        --------    --------   --------
      Net cash used in financing activities               (7,427)   (112,797)    (8,099)
                                                        --------    --------   --------
Effect of Exchange Rate Changes on Cash
   and Cash Equivalents                                   (5,141)     (2,268)    (4,022)
                                                        --------    --------   --------

Net Increase (Decrease) in Cash and Cash Equivalents      12,332       2,675     (4,134)

Cash and Cash Equivalents at Beginning of Year            19,814      17,139     21,273
                                                        --------    --------   --------
Cash and Cash Equivalents at End of Year                $ 32,146    $ 19,814   $ 17,139
                                                        ========    ========   ========

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

<TABLE>

Consolidated Statements of Stockholders' Equity

NCH Corporation and Subsidiaries
(In Thousands Except Per Share Data)
<CAPTION>

                                                                                                  Accumulated
                                Common    Treasury   Common    Treasury   Additional                Other
                                Stock     Stock      Stock      Stock      Paid-In    Retained   Comprehensive
                                Shares    Shares     Amount     Amount     Capital    Earnings       Loss         Total
                                -------   -------  ---------  -----------  --------  ----------   ----------    ---------
<S>                             <C>       <C>      <C>        <C>          <C>       <C>          <C>           <C>
Balance, April 30, 1997         11,769    (4,607)  $ 11,769   $ (160,695)  $ 8,708   $ 448,513    $ (25,700)    $ 282,595
                                ------    ------   --------   ----------  --------  ----------   ----------     ---------
Comprehensive income:
   Net income                                                                           35,695                     35,695
   Foreign currency
    translation adjustment                                                                           (8,046)       (8,046)
   Unrealized gains on
    investments                                                                                          71            71
                                                                                                                ---------
Comprehensive income                                                                                               27,720
                                                                                                                ---------
Cash dividends on common
   stock, $1.00 per share                                                               (7,164)                    (7,164)
Dividend declared, but not
   paid, $.35 per share                                                                 (2,504)                    (2,504)
Treasury stock acquired                     (137)                 (9,324)                                          (9,324)
Treasury stock issued under
   stock plans                               128                   4,500     3,581                                  8,081
                                ------    ------   --------   ----------  --------  ----------   ----------     ---------
Balance, April 30, 1998         11,769    (4,616)    11,769     (165,519)   12,289     474,540      (33,675)      299,404
                                ------    ------   --------   ----------  --------  ----------   ----------     ---------
Comprehensive income:
   Net income                                                                           24,361                     24,361
   Foreign currency
    translation adjustment                                                                           (2,506)       (2,506)
   Unrealized losses on
    investments                                                                                         (98)          (98)
                                                                                                                ---------
Comprehensive income                                                                                               21,757
                                                                                                                ---------
Cash dividends on common
   stock, $1.05 per share                                                               (5,323)                    (5,323)
Dividend declared, but not
   paid, $.35 per share                                                                 (1,893)                    (1,893)
Treasury stock acquired                   (1,769)               (105,963)                                        (105,963)
Treasury stock issued under
   stock plans                                24                   1,007       425                                  1,432
                                ------    ------   --------   ----------  --------  ----------   ----------     ---------
Balance, April 30, 1999         11,769    (6,361)    11,769     (270,475)   12,714     491,685      (36,279)      209,414
                                ------    ------   --------   ----------  --------  ----------   ----------     ---------
Comprehensive income:
   Net income                                                                           17,033                     17,033
   Foreign currency
    translation adjustment                                                                           (6,245)       (6,245)
   Unrealized gains on
    investments                                                                                         135           135
                                                                                                                ---------
Comprehensive income                                                                                               10,923
                                                                                                                ---------
Cash dividends on common
   stock, $1.05 per share                                                               (5,679)                    (5,679)
Dividend declared, but not
   paid, $.35 per share                                                                 (1,893)                    (1,893)
Treasury stock acquired                        -                      (3)                                              (3)
                                ------    ------   --------   ----------  --------  ----------   ----------     ---------
Balance, April 30, 2000         11,769    (6,361)  $ 11,769   $ (270,478) $ 12,714   $ 501,146    $ (42,389)    $ 212,762
                                ======    ======   ========   ==========  ========  ==========   ==========     =========

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

Notes to Consolidated Financial Statements

NCH Corporation and Subsidiaries
Years Ended April 30, 2000, 1999, 1998


1.    Summary of Significant Accounting Policies

      Principles  of  consolidation  -  The  consolidated  financial  statements
include the accounts of NCH Corporation and its majority owned subsidiaries (the
"Company").   Significant  intercompany  transactions  and  balances  have  been
eliminated.   A  February  fiscal  year-end  is  used  for  most   international
subsidiaries in order to meet reporting requirements.

      Nature  of  operations  -  The  Company   markets  an  extensive  line  of
maintenance,  repair and supply  products  to  customers  throughout  the world.
Products include specialty  chemicals,  fasteners,  welding  supplies,  plumbing
parts, and direct  broadcast  satellite  equipment.  These products are marketed
principally through the Company's own sales force.

      Use  of  estimates  in  the  financial  statements  - The  preparation  of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

      Foreign  currency  translation - With the exception of  hyper-inflationary
countries,  all assets and  liabilities of operations  outside the United States
are translated into U.S.  dollars at period-end  exchange rates,  and income and
expenses  are  translated  at  average  rates  for the year.  Gains  and  losses
resulting  from  translation  are included in the foreign  currency  translation
adjustment    component   of   accumulated   other   comprehensive   loss.   The
hyper-inflationary  countries have been translated into U.S. dollar  equivalents
as follows:  current  assets  (except  for  inventories),  current  liabilities,
long-term debt and other liabilities at period-end exchange rates;  inventories,
property, other assets, capital stock and retained earnings at historical rates;
income and expense items at average rates for the year, except for cost of sales
and depreciation  expense,  which are translated at historical rates.  Gains and
losses   resulting  from  translation  for   hyper-inflationary   countries  are
recognized in the income  statement as expense or income in the current  period.
Exchange adjustments resulting from foreign currency transactions are recognized
as expense or income in the current period for all countries.

<PAGE>

      Cash  and  cash  equivalents  and  marketable  securities  - Cash and cash
equivalents  include  cash  on  hand,  cash  in  banks  and  all  highly  liquid
investments  with a maturity  of three  months or less at the time of  purchase.
Cash equivalents are stated at amortized cost plus accrued interest.  Marketable
securities are stated at estimated fair value.

      Inventories - Raw materials,  sales supplies and purchased  finished goods
are stated at a moving  average  cost,  which  approximates  cost on a first-in,
first-out  basis and is not in excess of  market  value.  Manufactured  finished
goods are stated at an amount approximating cost of manufacturing,  which is not
in excess of net realizable value.

      Property,  plant and  equipment - These assets are recorded at cost.  When
these assets are disposed of, the cost and related accumulated  depreciation are
removed from the accounts,  and any resulting gain or loss is included in income
during that year. The cost of  maintenance  and repairs is charged to expense as
incurred,  whereas expenditures that substantially  increase the useful lives of
plant or equipment are capitalized.

      Depreciation  -  Depreciation  on buildings  and equipment is provided for
financial  statement purposes using the straight-line  method over the estimated
useful  lives of the  related  assets.  Depreciation  on certain  buildings  and
equipment is provided for income tax purposes using accelerated methods.

      Intangible  assets - Intangible  assets are  classified as other assets in
the consolidated  financial statements and include goodwill,  patents,  computer
software and trademarks. Intangible assets are amortized using the straight-line
method over their  estimated  useful lives,  but not in excess of 40 years.  The
unamortized  cost of  impaired  intangible  assets is charged  to  expense  when
impairment occurs.

      Research and  development  - Research  and  development  costs,  which are
included  in the costs of  laboratory  operations,  are  charged  to  expense as
incurred.   Research  and  development  costs,  however,  cannot  be  separately
identified from the total laboratory  costs.  Total laboratory costs amounted to
approximately  $5.1  million in 2000,  $5.3  million in 1999 and $5.5 million in
1998.

      Income taxes - Deferred  income taxes  result from  temporary  differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax bases.  State and foreign income taxes have
been included in the provision for income taxes and income taxes payable.

<PAGE>

      Treasury stock - Treasury stock is stated at cost.

      Retirement  plans  -  The  Company's  policy  is  to  fund  its  qualified
retirement type plans as accrued. The cost of these retirement benefits for past
service has been fully funded.  Non-qualified  retirement  plans are not funded,
but provision for the  estimated  liabilities  arising from these plans has been
made in the consolidated financial statements.

      Postretirement  benefits  other  than  pensions - The  Company  charges to
expense the estimated  future costs of retiree  health care benefits  during the
years that employees render service. The postretirement health care benefit plan
is not funded.

      Stock options - The Company issues shares from its treasury as options are
exercised.  When an option is  exercised,  treasury  stock is credited  with the
average cost of the treasury  shares issued,  and additional  paid-in capital is
charged or credited for the difference  between the option price and the average
cost of the treasury shares.  No charge to income is made in connection with the
stock option plan. The Company applies the disclosure provisions of Statement of
Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for  Stock-Based
Compensation".  For the  impact  of the fair  value of  employee  stock  options
granted  during fiscal years 1996 through 2000,  see footnote 8, "Capital  Stock
and Options".

      Revenue  recognition - Sales are recognized upon shipment of products when
title transfers to customers.

      Earnings per share - Basic  earnings per share is computed by dividing net
income by the  weighted-average  number of shares outstanding.  Diluted earnings
per share includes the dilutive effect of stock options.

      Comprehensive  income - SFAS No. 130 requires foreign currency translation
adjustments and unrealized  gains or losses on the Company's  available-for-sale
securities to be included in the measure of comprehensive  income and segregated
in stockholders' equity as accumulated other comprehensive income.

      Environmental  costs - Liabilities  for  environmental  costs are recorded
when it is probable that  obligations  have been incurred and the amounts can be
reasonably estimated.  Any recorded liabilities would not be reduced by possible
recoveries  from third  parties and  projected  cash  expenditures  would not be
discounted unless fixed and determinable payment terms exist.

<PAGE>

      Reclassifications  - Certain prior year amounts have been  reclassified to
conform with the current year presentation.


<PAGE>




2.    Consolidated International Subsidiaries

      At  April  30,  2000  and  1999,  the  parent   Company's   investment  in
consolidated international subsidiaries amounted to $48,589,000 and $47,342,000.
The  current  year  consolidated   financial  statements  include  international
subsidiaries' assets of $137,471,000,  liabilities of $55,629,000 and net income
of $7,185,000, after allocation of corporate expenses and excluding intercompany
sales  and  profits.  For the  prior  year,  these  subsidiaries  had  assets of
$146,321,000, liabilities of $61,435,000 and net income of $4,516,000.

3.    Income Taxes

      Income taxes from  continuing  operations  are as follows (in thousands of
dollars):
<TABLE>

<CAPTION>

                                              Years Ended April 30,
                                    -------------------------------------------
                                      2000             1999              1998
                                    --------         --------          --------
<S>                                 <C>              <C>               <C>

U.S. Federal      Current           $ (3,042)        $ 10,096          $ 10,438
                  Deferred             3,294           (2,695)           (2,381)

Foreign           Current             10,314           11,935            13,096
                  Deferred              (739)            (457)              458

State                                  1,733            1,598             2,100
                                    --------         --------          --------
                                    $ 11,560         $ 20,477          $ 23,711
                                    ========         ========          ========
</TABLE>

      Deferred tax assets and  liabilities  are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.


<PAGE>


      The  components of deferred tax assets and  liabilities as of April 30 are
as follows (in thousands of dollars):
<TABLE>
<CAPTION>

                                                         2000              1999
                                                       --------          --------
<S>                                                    <C>               <C>
Deferred tax assets:

       Allowance for doubtful accounts                  $ 3,162           $ 3,560
       Inventory related                                  4,571             6,163
       Insurance related                                  6,076             3,101
       Accrued expenses                                   5,881             6,092
       Retirement and deferred compensation plans        38,130            37,969
       Foreign net operating loss carryforwards           3,058             2,036
       Valuation allowance                               (3,058)           (2,036)
       Other                                                  -             2,284
                                                       --------          --------
                                                         57,820            59,169
                                                       --------          --------
Deferred tax liabilities:
       Depreciation                                       4,544             4,537
       Other                                              2,804             1,724
                                                       --------          --------
                                                          7,348             6,261
                                                       --------          --------
Net deferred tax asset                                 $ 50,472          $ 52,908
                                                       ========          ========

</TABLE>



<PAGE>



      The  following  is a  reconciliation  of the  difference  between the U.S.
statutory  income tax rate and the  effective  tax rate  related  to  continuing
operations:
<TABLE>
<CAPTION>
                                               Years Ended April 30,
                                         ----------------------------------
                                          2000          1999          1998
                                         ------        ------        ------
<S>                                      <C>           <C>           <C>

U.S statutory rate                         35.0%         35.0%         35.0%
Tax exempt interest                        (0.1)         (0.2)         (1.7)
Other                                      (0.2)           .8            .8
Effect of international operations         (2.8)          7.0           3.9
Effect of state income taxes                3.4           1.9           2.3
                                         ------        ------        ------
Effective tax rate                        35.3%         44.5%         40.3%
                                         ======        ======        ======
</TABLE>

      The Company files a consolidated  U.S.  federal income tax return with its
domestic subsidiaries.  International subsidiaries file tax returns in countries
of their incorporation.  In addition, branches of certain U.S. and international
companies file tax returns in countries in which they conduct business.  Certain
of these subsidiaries have operating loss carryforwards  totaling  approximately
$8,261,000,  which will  expire  between  2001 and 2006 and net  operating  loss
carryforwards totaling approximately $475,000 which have no expiration date. The
accumulated undistributed earnings of international subsidiaries not included in
the  consolidated  U.S.  federal income tax return  approximated  $76,053,000 at
April 30, 2000, $78,157,000 at April 30, 1999 and $74,146,000 at April 30, 1998.
No provision is made in the accompanying  consolidated  financial statements for
the  estimated  taxes  that  would  result on  distribution  of the  accumulated
undistributed  earnings since the Company intends to invest  indefinitely in the
operations of these subsidiaries.  Income from continuing U.S. operations before
income taxes was  $19,579,000 in 2000,  $24,791,000 in 1999, and  $29,521,000 in
1998.  Income from  foreign  operations  before  income taxes for the same three
years was $13,182,000,  $21,218,000,  and $29,287,000,  respectively.  For 2000,
1999  and  1998,   worldwide  income  tax  payments   amounted  to  $21,841,000,
$19,955,000 and $24,227,000, respectively.
<PAGE>

4.    Inventories

      A summary of inventories at April 30 follows (in thousands of dollars):
<TABLE>
<CAPTION>

                                        2000              1999
                                      --------          --------
        <S>                           <C>               <C>
        Raw materials                 $ 16,137          $ 13,772
        Finished goods                  75,947            78,901
        Sales supplies                   1,452             1,518
                                      --------          --------
                                      $ 93,536          $ 94,191
                                      ========          ========

</TABLE>


5.    Property, Plant and Equipment

      Property,  plant and  equipment at April 30 consists of the  following (in
thousands of dollars):
<TABLE>
<CAPTION>

                                        2000              1999
                                      --------          --------
        <S>                           <C>               <C>
        Land                          $ 12,035          $ 12,182
        Buildings                       75,927            76,798
        Equipment                      102,513           103,947
                                      --------          --------
                                      $190,475          $192,927
                                      ========          ========
</TABLE>


      Depreciation charged to income from continuing operations was $11,998,000,
$12,510,000 and $13,325,000 for each of the years ended April 30, 2000, 1999 and
1998,  respectively.  The estimated  useful life of buildings is 25 to 40 years;
equipment is 3 to 10 years.


<PAGE>




6.    Long-Term Debt

      Long-term  debt at April 30 consists of the  following  (in  thousands  of
dollars):
<TABLE>
<CAPTION>

                                                       2000           1999
                                                     --------       --------
<S>                                                  <C>            <C>
Borrowed by domestic companies:

    Note issued  to  provider  of  insurance
       policy, at 7.91%, principal and interest
       payable quarterly through 2003 (see
       note 13).                                      $ 16,913      $      -

    Note issued to individual in connection with
       purchase of business, at 4.93%,
       principal and interest payable
       annually through 2005.                            1,071          1,286

Borrowed by international companies                         36             96
                                                      --------       --------

                                                        18,020          1,382

       Less current maturities                           5,971            278
                                                      --------       --------
Long-term debt, less current maturities               $ 12,049       $  1,104
                                                      ========       ========

</TABLE>


<PAGE>



     Scheduled  maturities of long-term debt for the years  following  April 30,
2000, are as follows:

        2001              $ 5,971,000
        2002                6,427,000
        2003                5,193,000
        2004                  214,000
        2005                  215,000
                        --------------
        Total            $ 18,020,000
                        ==============

      In August  1998,  the  Company  obtained a $50  million  unsecured  credit
facility  from a group of banks which  expires in August 2002,  and is available
for acquisitions and general corporate purposes. Interest on the credit facility
is generally  payable  quarterly,  and at the Company's option of the Eurodollar
rate plus 0.6%,  or the federal  funds rate plus 0.5% (which will not exceed the
bank's  prime  rate).  The credit  facility  is  governed  by certain  financial
covenants, including minimum tangible net worth and a maximum leverage ratio. At
April 30,  2000,  the  Company  had not  borrowed  any amount  under this credit
facility.


<PAGE>



7.    Employee Benefits

      Retirement plans - The parent and its domestic  subsidiaries  have various
qualified  retirement type plans covering  substantially all domestic employees.
None  of  these  plans  have  defined   benefits.   Some  of  the  international
subsidiaries also have non-defined  benefit  retirement  plans.  These plans are
funded on a current basis, and the cost of retirement

benefits for past service has been fully  funded.  In addition,  the Company has
non-qualified  deferred  compensation plans for the primary purpose of providing
retirement benefits. These plans are not funded, but provision for the estimated
liabilities arising from these plans has been made in the consolidated financial
statements.

      Expenses  for  retirement  plans,  exclusive  of  interest  expense,  were
$7,430,000,  $8,872,000 and  $9,433,000 in the years ended April 30, 2000,  1999
and 1998, respectively.

      Postretirement  benefits  other than pensions - The Company and several of
its  domestic  subsidiaries  have a  postretirement  health  care  benefit  plan
covering  substantially  all domestic  employees.  Eligible  retirees  receive a
specific contribution from the Company toward the cost of the health plan, which
is a supplement to Medicare. The amount of the contribution is based on years of
service with the Company at retirement.  The plan is not funded;  retiree health
benefits are paid as covered  expenses are incurred.  Provision has been made in
the accompanying  consolidated  financial  statements for the net postretirement
benefit expense of this plan. Net postretirement  benefit expenses for the years
ended April 30 are as follows (in thousands of dollars):


<PAGE>

<TABLE>
<CAPTION>


                                                         2000       1999       1998
                                                        ------     ------     ------
<S>                                                     <C>        <C>        <C>
Service cost - benefits earned during the year          $ (103)      $ 179      $ 11
Interest cost on accumulated postretirement
   benefit obligation                                      292         262       244
Net amortization of prior service cost                     176         176       176
                                                        ------      ------    ------
Net postretirement benefit expense                       $ 365       $ 617     $ 431
                                                        ======      ======    ======

</TABLE>




The  reconciliation  of  changes in the  benefit  obligation  is as follows  (in
thousands of dollars):

<TABLE>
<CAPTION>
                                                       2000         1999
                                                     --------     --------
<S>                                                  <C>          <C>
Postretirement benefit obligation, beginning
        of period                                      $ 3,848      $ 3,502
     Service cost                                         (103)         179
     Interest cost                                         292          262
     Benefits paid                                        (106)         (95)
                                                      --------     --------

Postretirement benefit obligation, year-end            $ 3,931      $ 3,848
                                                      ========     ========
</TABLE>


<PAGE>



      The reconciliation of the accumulated postretirement benefit obligation to
the recorded liability at April 30 is as follows (in thousands of dollars):
<TABLE>
<CAPTION>

                                                     2000          1999
                                                   --------      --------
<S>                                                <C>           <C>
Accumulated postretirement benefit obligation       $ 3,931       $ 3,848
Unrecognized prior service cost                        (587)         (763)
                                                   --------      --------
Accrued postretirement benefit liability            $ 3,344       $ 3,085
                                                   ========      ========
</TABLE>



      Measurement of the accumulated  postretirement benefit obligation is based
on a 7% assumed discount rate for 2000 and 1999.

      Certain of the Company's non-U.S.  subsidiaries have health care plans for
retirees,  although  many  retirees  outside of the United States are covered by
government sponsored and administered  programs. The provision for the estimated
liabilities arising from these plans was not significant.


<PAGE>




8.    Capital Stock and Options

      None of the Company's  authorized 500,000 shares of $1 par value Preferred
Stock has been issued.

      On April  28,  2000,  the  directors  of the  Company  declared  a regular
quarterly  cash  dividend of $.35 per share of Common  Stock to be paid June 15,
2000, to shareholders of record June 1, 2000.

      At April 30,  2000,  the Company has a  non-qualified  stock  option plan,
which is  described  below.  The Company  applies APB Opinion No. 25 and related
FASB  Interpretations  for its plan.  No charge to income is made in  connection
with the stock option plan. Had compensation cost for the Company's stock option
plan been determined  consistent with SFAS No. 123, the Company's net income and
earnings  per share would have been reduced to the pro forma  amounts  indicated
below (in thousands except per share data):


<PAGE>


<TABLE>
<CAPTION>

                                  2000           1999           1998
                                --------       --------       --------
<S>                             <C>            <C>            <C>
Net Income

     As Reported                $ 17,033       $ 24,361       $ 35,695
     Pro Forma                  $ 16,788       $ 24,188       $ 35,623

Earnings per share
     As Reported

         Basic                    $ 3.15         $ 4.27         $ 4.98
         Diluted                  $ 3.15         $ 4.25         $ 4.97

     Pro Forma

         Basic                    $ 3.10         $ 4.24         $ 4.97
         Diluted                  $ 3.10         $ 4.22         $ 4.96

</TABLE>

      Under the 1980  Non-Qualified  Stock  Option  Plan,  the Company may grant
options to its employees for up to 1.5 million shares of common stock.  At April
30, 2000,  1999 and 1998,  531,000,  531,000 and 552,000 shares of the Company's
Common Stock,  respectively,  were  reserved for issuance  under this plan which
grants options to key employees and officers. The purchase price under the grant
cannot be less than the market  value at the date of grant.  The  options  under
such plan are exercisable in equal amounts at the beginning of the second, third
and fourth year of their lives and expire after five years.
<PAGE>

      The fair  value of each  option  grant is  estimated  on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions:
<TABLE>
<CAPTION>

                                    2000         1999         1998
                                   ------       ------       ------
<S>                                <C>          <C>          <C>
Annual dividend yield                3.1%         2.7%         2.2%

Expected volatility                 22.0%        20.8%        19.0%

Risk-free interest rates             6.3%         4.5%         5.3%

Expected lives (years)                 5            5            5
</TABLE>


The annual  dividend yield shown above is weighted over the expected life of the
options.

      A summary of the status of the Company's stock option plan as of April 30,
2000,  1999,  and 1998,  and  changes  during the years  ended on those dates is
presented below:


<PAGE>
<TABLE>
<CAPTION>



                                             (In Thousands Except Per Share Data)
                                                    Years Ended April 30,
                            ---------------------------------------------------------------------
                                   2000                      1999                     1998
                            -------------------      -------------------       ------------------
                                        Average                  Average                  Average
                             Number      Price         Number     Price         Number     Price
                               of         Per            of        Per           of         Per
                             Shares      Share         Shares     Share         Shares     Share
                            --------    -------       --------   -------       -------    -------
<S>                         <C>         <C>           <C>        <C>           <C>        <C>
Outstanding at beginning
      of period                 317     $ 56.54          227     $ 58.97          284     $ 58.85

Granted                         134       45.00          125       52.25           81       62.50

Exercised                         -           -          (21)      55.87         (125)      60.14

Canceled or expired             (49)      58.62          (14)      58.85          (13)      67.22
                               ----    --------         ----    --------         ----    --------
Outstanding at end
      of period                 402     $ 52.46          317     $ 56.54          227     $ 58.97
                               ====    ========         ====    ========         ====    ========

Options exercisable
      at year-end               169     $ 57.15          117     $ 58.44           70     $ 57.50
                               ====    ========         ====    ========         ====    ========

</TABLE>


<PAGE>




         Stock  options  outstanding  at April 30,  2000 had a range in exercise
prices of $45.00 to $62.50  and an  average  remaining  contractual  life of 3.7
years.  The  weighted  average  fair  value of  options,  calculated  using  the
Black-Scholes option pricing model, granted during the years ended April 30,

2000,  1999 and 1998 was $3.89,  $4.15,  and $6.30,  respectively.  At April 30,
2000, 1999 and 1998,  19,000 shares of Treasury Stock were reserved for issuance
to employees under a stock participation plan.

9.       Comprehensive Income

      Accumulated  other  comprehensive  loss  consists  of  the  following  (in
thousands of dollars):
<TABLE>
<CAPTION>

                                               2000            1999            1998
                                             ---------       ---------       ---------
<S>                                          <C>             <C>             <C>
Unrealized gain on available-for-sale
        securities                           $     148       $      13       $     111
Foreign currency translation adjustment        (42,537)        (36,292)        (33,786)
                                             ---------       ---------       ---------
Accumulated other comprehensive loss         $ (42,389)      $ (36,279)      $ (33,675)
                                             =========       =========       =========
</TABLE>





<PAGE>



      A summary of the  components of other  comprehensive  income for the years
ended April 30, 2000, 1999 and 1998 is as follows (in thousands of dollars):
<TABLE>
<CAPTION>

                                             Before-Tax        Income     After-Tax
                                              Amount            Tax        Amount
                                             --------          -----      --------
                                             <S>               <C>        <C>
2000
----
Unrealized gain on available-for-sale
        securities                            $    208          $ (73)     $    135
Net foreign currency translation                (6,245)             -        (6,245)
                                              --------          -----      --------
Other comprehensive income                    $ (6,037)         $ (73)     $ (6,110)
                                              ========          =====      ========

1999
----
Unrealized loss on available-for-sale
        securities                            $   (151)         $  53      $    (98)
Net foreign currency translation                (2,506)             -        (2,506)
                                              --------          -----      --------
Other comprehensive income                    $ (2,657)         $  53      $ (2,604)
                                              ========          =====      ========

1998
----
Unrealized gain on available-for-sale
        securities                            $    109          $ (38)     $     71
Net foreign currency translation                (8,046)             -        (8,046)
                                              --------          -----      --------
Other comprehensive income                    $ (7,937)         $ (38)     $ (7,975)
                                              =========         ======     ========
</TABLE>
<PAGE>


 10.     Interest Costs

         During the years ended April 30, 2000,  1999 and 1998,  interest costs,
including  interest  expense  on  non-funded  retirement  plans,   amounting  to
$5,557,000, $4,790,000 and $5,319,000,  respectively, were expensed as incurred.
For  the  same  periods,  interest  payments  were  $4,087,000,  $3,664,000  and
$3,067,000, respectively.

11.      Leases

         At April 30,  2000,  the Company and its  subsidiaries  had a number of
noncancellable  leases  for  various  office  and  warehouse  facilities.  These
agreements  expire at various times through 2005 and  substantially  all include
renewal provisions.  The amount of other obligations assumed, such as payment of
property taxes and  maintenance,  is nominal.  Total rent expense for 2000, 1999
and 1998 (including  operating leases on data processing  equipment,  trucks and
trailers, and office equipment) was approximately  $10,608,000,  $11,382,000 and
$11,275,000,  respectively.  The  minimum  aggregate rentals under the  terms of
noncancellable operating leases for future years are:

        2001              $ 7,781,000
        2002                5,393,000
        2003                4,111,000
        2004                2,948,000
        2005                3,796,000


12.      Contingent Liabilities

         The  Company  and its  subsidiaries  are  engaged in a variety of legal
proceedings  arising  in the  ordinary  course of  business.  In the  opinion of
Management,  the ultimate liabilities  resulting from these proceedings will not
have a material adverse effect on the Company's  financial position or operating
results. See Note 13 for discussion of environmental matters.

         At April 30, 2000 and 1999,  the Company had standby  letters of credit
outstanding  totaling $4,823,000 and $5,290,000,  respectively,  which guarantee
payment to certain insurance carriers.

<PAGE>

13.      Environmental Matters

         The  Company's   operations  are  subject  to  comprehensive  laws  and
regulations relating to the management of hazardous substances and wastes and to
the remediation of contaminated  sites.  The Company  regularly  incurs costs to
comply with these laws and  regulations.  The amount of these costs  varies each
year and could be substantial  in any future year. The Company  believes that it
is  in  substantial   compliance  with  all  material   environmental  laws  and
regulations.

         During the fourth  quarter of the current  year,  the Company  obtained
additional  investigative findings related to a Company owned manufacturing site
which indicated further environmental remediation will be required. As a result,
the Company recorded an additional accrual of approximately $16.1 million, which
is  included  in  marketing  and  administrative  expenses  on the  Consolidated
Statements of Income.  On March 10, 2000, the Company purchased an environmental
insurance policy to cover this site and one other Company property.  This policy
covers all pollution  remediation and site  reclamation  costs up to $40 million
for these two properties for the next ten years. The premium for this policy was
$18,638,000,  of which  $1,726,000  was paid on April 25, 2000 and the remainder
was  funded in a non-cash  transaction  by a note  payable to be paid  quarterly
through fiscal year 2003.

         Certain  environmental  laws,  such as the federal  Superfund  law, can
impose  liability  for the  entire  cost of site  remediation  upon  each of the
current or former  owners or  operators  of a site or parties who  arranged  for
disposal of hazardous  substances at a site where such  substances were released
into  the  environment.  This  liability  can  attach  regardless  of  fault  or
lawfulness  of the  original  activity.  Generally,  where there are a number of
potentially responsible parties ("PRPs") that are financially viable,  liability
has been  apportioned  between the PRPs based on  equitable  factors such as the
type and amount of waste  attributable  to each party at the site,  although  no
assurance  can be given as to how liability  will be assigned on any  particular
site.

         The Company is one of three named  parties in a civil  lawsuit filed on
November 20, 1998, in the U.S.  District Court,  District of New Jersey,  by the
U.S. Department of Justice on behalf of the U.S. Environmental Protection Agency
seeking  reimbursement of approximately $15 million of costs associated with the
cleanup of a Superfund site in New Jersey.  Although named as a PRP, the Company
contends  that it did not arrange for the disposal of any materials at this site
and intends to vigorously defend this lawsuit.  At this time, it is too early to
determine  the  likelihood  of an adverse  result or to quantify  the  Company's
likely exposure, if any.

<PAGE>

14.   Fair Value of Financial Instruments

       The carrying amounts of cash equivalents,  accounts receivable,  accounts
payable,  and notes payable to banks approximate fair value because of the short
maturities of these financial  instruments.  The carrying  amounts of marketable
securities approximate fair value and are based on quoted market prices obtained
from an independent  broker.  The carrying amounts of long-term debt approximate
fair value as estimated based on the discounted value of future cash flows using
the  Company's  current  borrowing  rate  for  loans  of  comparable  terms  and
maturities.

15.   Marketable Securities

      Marketable securities which do not meet the definition of cash equivalents
are classified as marketable securities available-for-sale. These securities are
reported at fair value with unrealized  gains and losses (net of deferred income
taxes) being recognized on the balance sheet as a component of accumulated other
comprehensive  loss.  Values are based on quoted market prices  obtained from an
independent  broker.  Realized gains and losses are included in operating income
and are  immaterial.  The  cost of  securities  sold is  based  on the  specific
identification method.


<PAGE>



The  following is a summary of  available-for-sale  marketable  securities as of
April 30 (in thousands of dollars):
<TABLE>
<CAPTION>

                                   Government
                                Bonds, Treasury     Certificates
                                Notes and Bills     of Deposit     Total
                             --------------------  -----------   ----------
<S>                                <C>                <C>         <C>
2000
----
Cost                               $ 20,201           $  -        $ 20,201
Gross Unrealized Gains                  228              -             228
                                   --------           ----        --------
Estimated Fair Value               $ 20,429           $  -        $ 20,429
                                   ========           ====        ========

1999
----
Cost                                $ 2,947            $220       $  3,167
Gross Unrealized Gains                   20               -             20
                                   --------            ----       --------
Estimated Fair Value                $ 2,967            $220       $  3,187
                                    =======            ====       ========
</TABLE>


      The contractual  maturities of the marketable securities at estimated fair
value as of  April  30,  2000  are as  follows:  2001 -  $19,663,000  and 2002 -
$766,000.


<PAGE>



16.   Discontinued Operations

      On October 29, 1999,  the Company  signed an asset  purchase  agreement to
sell substantially all the net assets of Resource Electronics Inc., a subsidiary
of the Company, to Carlton-Bates  Company.  This sale was closed on November 11,
1999. The net assets and liabilities that were transferred  consisted  primarily
of accounts  receivable,  inventories,  fixed assets, and accounts payable.  The
selling price for these net assets was  $12,697,000  in cash and was received by
the Company in November 1999.

      The consolidated financial statements for prior periods have been restated
and the  financial  position,  operating  results,  and cash  flows of  Resource
Electronics are shown separately as discontinued operations.

      Net sales of Resource  Electronics  for the years  ended  April 30,  2000,
1999, and 1998, were $32,493,000, $63,468,000, and $68,629,000, respectively. As
Resource  Electronics  was sold in the second  quarter of the current year,  the
above amount for fiscal year 2000 represents  approximately six months of sales.
These  amounts are not  included in net sales in the  accompanying  Consolidated
Statements of Income.


<PAGE>



      As shown on the accompanying  Consolidated  Statements of Income,  amounts
relating to  discontinued  operations  are as follows (in  thousands  except per
share amounts):
<TABLE>
<CAPTION>

                                       2000        1999        1998
                                    ----------- ----------- -----------
<S>                                 <C>         <C>         <C>

Loss from Discontinued
     Operations before taxes          $ (1,252)   $ (1,740)    $ 1,159
Income Taxes                               393         569        (561)
                                      --------    --------    --------
Loss from Discontinued
     Operations                       $   (859)   $ (1,171)    $   598
                                      ========    ========    ========

Loss on Disposition of
     Discontinued Operations
     before taxes                     $ (5,091)   $      -     $     -
Income Taxes                             1,782           -           -
                                      --------    --------    --------
Loss on Disposition of
     Discontinued Operations          $ (3,309)   $      -     $     -
                                      ========    ========    ========


Per share - basic
     Loss from Discontinued
        Operations                     $ (0.16)    $ (0.20)     $ 0.08
     Loss on Disposition of
        Discontinued Operations        $ (0.61)    $     -      $    -
                                      --------    --------    --------
Total from Discontinued
     Operations                        $ (0.77)    $ (0.20)     $ 0.08
                                      ========    ========    ========

Per share -diluted
     Loss from Discontinued
        Operations                     $ (0.16)    $ (0.21)     $ 0.09
     Loss on Disposition of
        Discontinued Operations        $ (0.61)    $     -      $    -
                                      --------    --------    --------
Total from Discontinued
     Operations                        $ (0.77)    $ (0.21)     $ 0.09
                                      ========    ========    ========

</TABLE>



<PAGE>



17.   Segment and Geographic Area Information

      The Company's  segments are based on the  organization  structure  that is
used by  management  for  making  operating  and  investment  decisions  and for
assessing  performance.  Based on this management approach,  the Company has six
segments:  Chemical Specialties,  Plumbmaster Group, Partsmaster Group, Landmark
Direct,  DBS Services  Group,  and Other  Product  Lines.  Chemical  Specialties
manufacture and sell a broad line of chemical cleaning and maintenance products,
including water treatment and oil field production chemicals,  to industrial and
institutional  customers  worldwide.  The Plumbmaster Group markets products for
plumbing  repair  and  replacement  parts  as well  as  parts  for new  building
construction.  The majority of these products are purchased  finished goods, but
the group also manufactures various products.  These products are primarily sold
in  the  United  States  to  the  plumbing  trade,   construction   contractors,
institutional and industrial customers, as well as to major home building supply
centers,  hardware stores and other retail outlets.  The Partsmaster Group sells
fasteners,  cutting tools, electrical products, and welding alloys to industrial
customers worldwide. Landmark Direct markets first-aid supplies and business and
industrial  products,   such  as  safety  signs,   identification  products  and
productivity  tools to  customers  in the  United  States.  DBS  Services  Group
wholesales direct broadcast satellite  equipment to retail consumer  electronics
stores in the eastern United  States.  Other Product Lines consists of a variety
of products that are not similar to the other  groups,  such as pet products and
apartment  maintenance  products.  Disclosures  for previous  years included the
Resource Electronics segment,  which is now included in discontinued  operations
and excluded from the segment disclosures.  Additionally, DBS Services Group was
previously  included in the Other  Product Lines  segment.  Fiscal 1999 and 1998
information has been restated to conform to the current segment determination.

      The accounting policies of the segments are the same as those described in
Note 1. The Company evaluates the performance of its segments primarily based on
operating  profit.  All  intercompany  transactions  have been  eliminated,  and
intersegment  revenues are not significant.  In calculating operating profit for
individual segments, administrative expenses incurred at the Company's corporate
headquarters  (Corporate) that are common to more than one segment are allocated
on a  usage  basis.  Certain  items  are  maintained  at  Corporate  and are not
allocated to the segments.  These are primarily marketable  securities,  certain
corporate  costs,  and other corporate  assets.  Although the Company  allocates
deferred  income tax assets to segments for balance sheet  purposes,  income tax
expense is not allocated in measuring performance of individual segments.

Segment information is as follows (in thousands of dollars):


<PAGE>
<TABLE>
<CAPTION>

                                                                                              Depreciation and
                                  Net Sales                     Operating Income                Amortization
                        -------------------------------    ---------------------------    ---------------------------
                             Years Ended April 30,            Years Ended April 30,          Years Ended April 30,
                        -------------------------------    ---------------------------    ---------------------------
                          2000       1999       1998         2000      1999      1998       2000      1999     1998
                        ---------  ---------  ---------    --------  --------  --------   --------  -------- --------
<S>                     <C>        <C>        <C>          <C>       <C>       <C>        <C>       <C>      <C>
Chemical Specialties    $ 409,476  $ 426,717  $ 427,126    $ 13,534  $ 33,283  $ 37,616   $  8,394  $  8,495 $  8,554
Plumbmaster Group         120,655    120,553    106,584       7,690     2,754       392      2,547     2,707    2,535
Partsmaster Group          85,806     85,250     79,739      10,973     8,378    10,142      1,414     1,352    1,268
Landmark Direct            35,081     28,281     20,332         519     1,193      (749)       421       373      261
DBS Services Group         21,038     16,530     12,336       4,594     4,824     1,485        138        73       37
Other Product Lines        56,154     45,894     69,349       4,207     2,282     3,827        955       786    2,013
                        ---------  ---------  ---------    --------  --------  --------   --------  -------- --------
Total                   $ 728,210  $ 723,225  $ 715,466    $ 41,517  $ 52,714  $ 52,713   $ 13,869  $ 13,786 $ 14,668
                        =========  =========  =========    ========  ========  ========   ========  ======== ========
</TABLE>

<TABLE>
<CAPTION>

                             Capital Expenditures                        Total Assets
                         ------------------------------           ----------------------------
                             Years Ended April 30,                      As of April 30,
                         ------------------------------           ----------------------------
                           2000       1999       1998               2000      1999      1998
                         --------   --------   --------           --------  --------  --------
<S>                      <C>        <C>        <C>                <C>       <C>       <C>
Chemical Specialties     $  5,644    $ 8,965    $ 9,163           $246,650  $259,930  $260,074
Plumbmaster Group           1,174      1,741      1,403             72,110    75,029    71,077
Partsmaster Group             938        886      1,291             27,637    29,736    28,642
Landmark Direct               372        403        165             10,342     9,143     7,537
DBS Services Group            114         95         18             13,680     3,488     2,979
Other Product Lines           630        515      1,569             20,795    20,443    18,839
                         --------   --------   --------           --------  --------  --------
Total                    $  8,872   $ 12,605   $ 13,609           $391,214  $397,769  $389,148
                         ========   ========   ========           ========  ========  ========
</TABLE>


<PAGE>



With respect to capital expenditures,  the difference between the segment totals
and the  consolidated  totals  relates to assets  acquired in the  purchases  of
businesses.

A  reconciliation  of the  segment  information  to the  consolidated  financial
statements is as follows:
<TABLE>
<CAPTION>
                                                Years Ended April 30,
                                          ----------------------------------
                                            2000         1999         1998
                                          --------     --------     --------
<S>                                       <C>          <C>          <C>
Total segment operating profit            $ 41,517     $ 52,714     $ 52,713
Unallocated Corporate expenses              (2,559)      (2,469)      (2,125)
Revaluation of foreign currencies           (2,651)      (1,515)      (2,318)
Interest income                              2,011        2,069        4,885
Interest expense                            (5,557)      (4,790)      (5,319)
Gain on sale of subsidiaries                     -            -       10,972
                                          --------     --------     --------
Income from Continuing Operations
before Income Taxes                       $ 32,761     $ 46,009     $ 58,808
                                          ========     ========     ========
</TABLE>

<TABLE>
<CAPTION>
                                                   As of April 30,
                                         -----------------------------------
                                           2000         1999         1998
                                         ---------    ---------    ---------
<S>                                      <C>          <C>          <C>
Total segment assets                     $ 391,214    $ 397,769    $ 389,148
Net assets of discontinued operations            -       19,597       22,562
Unallocated assets:
  Marketable securities                     20,429        3,187      101,626
  Other Corporate assets                    15,470       10,050        2,437
                                         ---------    ---------    ---------
Consolidated total assets                $ 427,113    $ 430,603    $ 515,773
                                         =========    =========    =========
</TABLE>

Geographic information is as follows:


<PAGE>
<TABLE>
<CAPTION>


                                       Net Sales                           Long-lived Assets
                                  Years Ended April 30,                      As of April 30,
                            ----------------------------------       ------------------------------
                              2000         1999        1998            2000       1999       1998
                            ---------    ---------   ---------       --------   --------   --------
<S>                         <C>          <C>         <C>             <C>        <C>        <C>
United States               $ 429,647    $ 399,709   $ 388,591       $ 48,958   $ 51,033   $ 51,542
Europe                        227,852      252,154     245,669         14,679     18,128     18,046
Pacific & Far East             27,353       24,977      30,738          2,210      2,377      2,398
Latin America & Canada         43,358       46,385      50,468          4,386      4,711      6,668
                            ---------    ---------   ---------       --------   --------   --------
Total                       $ 728,210    $ 723,225   $ 715,466       $ 70,233   $ 76,249   $ 78,654
                            =========    =========   =========       ========   ========   ========
</TABLE>

<PAGE>



18.  Earnings Per Share

      The following is a  reconciliation  of basic earnings per share to diluted
earnings per share for the years ended April 30, 2000, 1999, and 1998 (shares in
thousands):

<TABLE>
<CAPTION>
                                                                  2000         1999        1998
                                                                 ------       ------      ------
<S>                                                              <C>          <C>         <C>
Basic earnings per share                                         $ 3.15       $ 4.27      $ 4.98
                                                                 ======       ======      ======
Average shares outstanding - basic                                5,408        5,708       7,163
Potential shares exercisable under stock option plan                134          220         228
Less:  shares potentially repurchased under
     treasury stock method                                         (129)        (200)       (205)
                                                                 ------       ------      ------
Adjusted average shares outstanding - diluted                     5,413        5,728       7,186
                                                                 ======       ======      ======
Diluted earnings per share                                       $ 3.15       $ 4.25      $ 4.97
                                                                 ======       ======      ======
</TABLE>


Stock options are the  Company's  only  potential  dilutive  securities  and are
considered in the diluted earnings per share  calculations if dilutive for those
periods.  For the years ended April 30, 2000, and 1999, options totaling 268,000
and  97,000,  respectively,  were  excluded  as their  effect  would  have  been
antildilutive.  For the year ended April 30, 1998,  all options were included as
their effect was dilutive.

<PAGE>


INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
NCH Corporation:


We have audited the accompanying  consolidated balance sheets of NCH Corporation
and  subsidiaries  as of April 30, 2000 and 1999,  and the related  consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the  three-year  period ended April 30, 2000.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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 consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of NCH Corporation and
subsidiaries as of April 30, 2000 and 1999, and the results of their  operations
and their cash flows for each of the years in the three-year  period ended April
30, 2000, in conformity with  accounting  principles  generally  accepted in the
United States of America.

                                        /S/  KPMG LLP

Dallas, Texas
May 31, 2000

<PAGE>


RESPONSIBILITY FOR FINANCIAL REPORTING

      The management of the Company is responsible for the financial information
and representations  contained in the financial statements and other sections of
the annual  report.  The financial  statements  have been prepared in conformity
with generally accepted  accounting  principles,  and therefore include informed
estimates and judgments.

      The  Company's   system  of  internal   control  is  designed  to  provide
reasonable,  but not absolute,  assurance as to the integrity,  objectivity  and
reliability of the financial records and the safeguarding of assets.  Management
believes  that,  within a  cost-effective  framework,  the Company's  accounting
controls provide reasonable assurance that material errors or irregularities are
prevented  or would be detected  within a relatively  short period of time.  The
possibility exists,  however, that errors or irregularities may occur and not be
detected.  The Company has a program of internal audits and follow-up,  covering
separate  Company  operations  and  functions in the U.S. and its  international
subsidiaries.

      The Board of Directors pursues its review of the audit function,  internal
controls and the financial statements largely through its Audit Committee, which
consists  solely of directors  who are not  employees of the Company.  The Audit
Committee  periodically  meets with  management,  the  independent  auditors and
internal  auditors with regard to their respective  responsibilities.  Both KPMG
LLP and the internal auditors have full access to the Audit Committee. They meet
with the committee, without management present, to discuss the scope and results
of  their  examination,  including  internal  control  and  financial  reporting
matters.

      Management  also  recognizes  its  responsibility  for  fostering a strong
ethical  climate so that the Company's  affairs are  conducted  according to the
highest  standards of personal and corporate  conduct.  This  responsibility  is
characterized and reflected in the Company's code of corporate conduct, which is
publicized  throughout the Company.  The code of conduct addresses,  among other
things,  the  necessity  of  ensuring  open  communication  within the  Company;
potential conflicts of interests; compliance with all domestic and foreign laws,
including those relating to financial  disclosure;  and the  confidentiality  of
proprietary  information.  The Company maintains a systematic  program to assess
compliance with these policies.


        /S/ Irvin L. Levy                 /S/ Tom Hetzer
        -----------------                 --------------
          Irvin L. Levy                     Tom Hetzer
       Chief Executive Officer          Chief Financial Officer


<PAGE>


Selected Unaudited Quarterly Data
(In Thousands Except Per Share Data)

Years Ended April 30,




<TABLE>
<CAPTION>

                                                                                  Quarter
                                                        ----------------------------------------------------------
                                                          First            Second          Third          Fourth
                                                        ----------       ---------       ---------       ---------
<S>                                                     <C>              <C>             <C>             <C>
2000
----
Net Sales                                                $ 184,296       $ 181,283       $ 183,252       $ 179,379
Operating Income (Loss)                                     12,442          14,276          14,628          (2,388)
Income (Loss) from Continuing Operations                     6,438           7,907           8,678          (1,822)
Net Income (Loss)                                            6,261           3,916           8,678          (1,822)
Earnings Per Share from Continuing Operations
      Basic                                                  $1.19           $1.46           $1.60          ($0.34)
      Diluted                                                $1.19           $1.46           $1.60          ($0.34)
Earnings Per Share - Net Income
      Basic                                                  $1.16           $0.72           $1.60          ($0.34)
      Diluted                                                $1.16           $0.72           $1.60          ($0.34)


1999
----
Net Sales                                                $ 181,851       $ 174,711       $ 184,866       $ 181,797
Operating Income                                            11,923          13,687          13,112          11,523
Income from Continuing Operations                            6,450           6,434           7,097           5,551
Net Income                                                   6,486           6,311           6,157           5,407
Earnings Per Share from Continuing Operations
      Basic                                                  $1.06           $1.15           $1.27           $1.01
      Diluted                                                $1.06           $1.15           $1.26           $1.01
Earnings Per Share - Net Income
      Basic                                                  $1.07           $1.13           $1.10           $0.99
      Diluted                                                $1.07           $1.12           $1.10           $0.99

</TABLE>

      Basic  earnings  per share  for each  period  is  calculated  based on the
weighted  average  number of  shares  outstanding  during  the  period.  Diluted
earnings per share includes the dilutive effect of stock options.

      During the fourth  quarter  of the  current  year,  the  Company  obtained
additional  investigative findings related to a Company owned manufacturing site
which indicated further environmental remediation will be required. As a result,
the Company recorded an additional accrual of approximately $16.1 million, which
is  included  in  marketing  and  administrative  expenses  on the  Consolidated
Statements of Income.


<PAGE>




Market and Dividend Information

      NCH Corporation  stock is traded on the New York Stock Exchange.  The high
and low  prices by  quarter  are  shown  for the past two years in the  schedule
below.

      Cash dividends paid during the fiscal year ended April 30, 2000,  amounted
to $7.6  million  compared to $7.8 million and $9.3 million in fiscal years 1999
and 1998,  respectively.  On April 28,  2000,  a dividend  of $.35 per share was
declared,  payable June 15, 2000. A summary of the quarterly dividends per share
for the past two years is set forth in the schedule below.
<TABLE>
<CAPTION>
                          Common Stock Prices                      Dividends Per Share
              --------------------------------------------    -----------------------------
                      2000                    1999              Declared           Paid
              --------------------    --------------------    -------------    ------------
Quarter         High        Low         High        Low       2000    1999     2000    1999
              --------    --------    --------    --------    -----   -----    -----   -----
<S>           <C>         <C>         <C>         <C>         <C>     <C>      <C>     <C>
First         56  1/4     49          73  7/8     60  7/8     $ .35   $ .35    $ .35   $ .35
Second        50  9/16    44  1/4     69  5/8     56          $ .35   $ .35    $ .35   $ .35
Third         48  1/4     42  7/16    69          51 15/16        -       -    $ .35   $ .35
Fourth        47          39          61  9/16    45  7/16    $ .70   $ .70    $ .35   $ .35
</TABLE>

      As of June 1,  2000,  there were 471  holders  of record of the  Company's
Common Stock,  which includes  several  brokerage  firms that hold shares of the
Company's stock for an estimated 2,000 investors.

<PAGE>


                        NCH CORPORATION AND SUBSIDIARIES
                                   EXHIBIT 21
                         SUBSIDIARIES OF THE REGISTRANT



      NCH   Corporation   is  the  parent   company  of  numerous   wholly-owned
subsidiaries  engaged  in  the  business  of  marketing  an  extensive  line  of
maintenance,  repair and supply products.  At the close of the last fiscal year,
thirteen of these  subsidiaries  were operating  domestically and 119 in foreign
countries.  The Company is also the parent of several wholly-owned  subsidiaries
that market various other products, and all such subsidiaries  considered in the
aggregate as a single  subsidiary would not constitute a significant  subsidiary
of NCH Corporation, and therefore are not listed here.

      As of the close of the last fiscal year, the following corporation was not
wholly-owned by NCH Corporation:

                                Immediate Parent and            Jurisdiction
Name of Subsidiary             Percentage of Ownership         of Incorporation
------------------             -----------------------         ----------------

NCH Hua Yang Ltd.               51% NCH Corporation            People's Republic
                                                               of China


<PAGE>





                        NCH CORPORATION AND SUBSIDIARIES
                                   EXHIBIT 23
                          INDEPENDENT AUDITORS' CONSENT

   The Board of Directors
   NCH Corporation:

   We consent to incorporation  by reference in the registration  statement (No.
33-65206)  on Form S-8 of NCH  Corporation  of our reports  dated May 31,  2000,
relating to the consolidated  balance sheets of NCH Corporation and subsidiaries
as of April 30,  2000 and  1999,  and the  related  consolidated  statements  of
income,  stockholders'  equity,  and cash flows and related schedule for each of
the years in the three-year period ended April 30, 2000, which reports appear in
or are  incorporated  by reference  in the April 30, 2000 annual  report on Form
10-K of NCH Corporation.

                                        /s/  KPMG LLP


   Dallas, Texas
   June 21, 2000


<PAGE>




                        NCH CORPORATION AND SUBSIDIARIES
                                   EXHIBIT 99
                           DEFINITIVE PROXY STATEMENT
           REGARDING THE COMPANY'S 2000 ANNUAL MEETING OF STOCKHOLDERS







                           SCHEDULE 14A INFORMATION

               Proxy Statement Pursuant to Section 14(a) of the

                         Securities Exchange Act of 1934

Filed by the Registrant [ X ]
Filed by a party other than the Registrant [    ]

Check the appropriate box:
[    ]   Preliminary Proxy Statement     [    ] Confidential,  for  Use of the
                                               Commission  Only (as  permitted
                                               by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[   ] Definitive Additional Materials

[   ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                                NCH Corporation
-------------------------------------------------------------------------------
               (Name of Registrant as Specified in Its Charter)


Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      (1)Title of each class of securities to which transaction applies:

      (2)Aggregate number of securities to which transaction applies:

      (3)Per unit  price  or other  underlying  value  of  transaction  computed
         pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

      (4)Proposed maximum aggregate value of transaction:

      (5)Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided  by Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

      (1)Amount Previously Paid:

      (2)Form, Schedule or Registration Statement No.:

      (3)Filing Party:

      (4)Date Filed:


<PAGE>


                                     [LOGO]

                            2727 Chemsearch Boulevard

                               Irving, Texas 75062

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                            To Be Held July 27, 2000

      NOTICE IS HEREBY  GIVEN that the Annual  Meeting  of  Stockholders  of NCH
Corporation  will be held in the  Gourmet  Room II of the  Crescent  Club,  17th
Floor,  200 Crescent  Court (at the corner of Pearl and Cedar Springs  Streets),
Dallas,  Texas, on Thursday,  the 27th day of July, 2000, at 10:00 a.m., Central
Daylight Time, for the following purposes:

      1. To elect four Class III  directors of NCH to hold office until the next
annual election of Class III directors by stockholders or until their respective
successors are duly elected and qualified.

      2. To ratify the appointment of KPMG LLP, Certified Public Accountants, to
be the independent auditors of NCH for the fiscal year ending April 30, 2001.

      3.    To consider and act upon a proposal submitted by a stockholder.

      4. To  transact  such other  business  as may  properly  come before the
meeting or any adjournments of the meeting.

      The Board of Directors  has fixed the close of business on Thursday,  June
1, 2000, as the record date for determining stockholders entitled to vote at and
to receive notice of the annual meeting.

      Whether or not you expect to attend the  meeting in person,  you are urged
to complete, sign, and date the enclosed form of proxy and return it promptly so
that your shares of stock may be  represented  and voted at the meeting.  If you
are  present  at the  meeting,  your  proxy  will be  returned  to you if you so
request.

                                         Joe Cleveland,
                                         Secretary

Dated:  June 27, 2000


<PAGE>



                                        1

                                     [LOGO]

                            2727 Chemsearch Boulevard

                               Irving, Texas 75062

                                 PROXY STATEMENT

                                       For

                         ANNUAL MEETING OF STOCKHOLDERS

                           To Be Held on July 27, 2000

                              Dated: June 27, 2000

                   SOLICITATION AND REVOCABILITY OF PROXIES

      The  accompanying  proxy is solicited by the  management of, and on behalf
of, NCH Corporation,  a Delaware  corporation ("NCH"), to be voted at the Annual
Meeting of the  Stockholders  of NCH,  to be held  Thursday,  July 27, 2000 (the
"Meeting"),  at the  time  and  place  and for the  purposes  set  forth  in the
accompanying  Notice of Annual Meeting.  When properly  executed  proxies in the
accompanying form are received,  the shares represented thereby will be voted at
the  Meeting in  accordance  with the  directions  noted on the  proxies;  if no
direction is  indicated,  then such shares will be voted for the election of the
directors and in favor of the second proposal and against the third proposal set
forth in the Notice of Annual Meeting attached to this Proxy Statement.

      The enclosed proxy confers discretionary authority to vote with respect to
any and all of the  following  matters  that may come  before the  Meeting:  (1)
matters that NCH's Board of Directors does not know a reasonable time before the
Meeting are to be presented at the Meeting;  and (2) matters  incidental  to the
conduct of the Meeting. Management does not intend to present any business for a
vote at the Meeting other than the matters set forth in the accompanying  Notice
of Annual  Meeting,  and it has no information  that others will do so. If other
matters requiring the vote of the stockholders properly come before the Meeting,
then,  subject to the limitations set forth in the applicable  regulations under
the Securities Exchange Act of 1934, it is the intention of the persons named in
the attached form of proxy to vote the proxies held by them in  accordance  with
their judgment on such matters.

      Any  stockholder  giving a proxy has the power to revoke that proxy at any
time before it is voted.  A proxy may be revoked by filing with the Secretary of
NCH  either  a  written  revocation  or a duly  executed  proxy  bearing  a date
subsequent to the date of the proxy being revoked.  Any  stockholder  may attend
the Meeting and vote in person,  whether or not such  stockholder has previously
submitted a proxy.


<PAGE>



                                        2

      In addition to soliciting proxies by mail,  officers and regular employees
of NCH may solicit the return of proxies. Brokerage houses and other custodians,
nominees,  and fiduciaries may be requested to forward solicitation  material to
the beneficial owners of stock.

      This Proxy  Statement and the  accompanying  proxy are first being sent or
given to NCH's stockholders on or about June 27, 2000.

      NCH will bear the cost of preparing, printing, assembling, and mailing the
Notice of Annual Meeting,  this Proxy  Statement,  the enclosed  proxy,  and any
additional material, as well as the cost of forwarding  solicitation material to
the beneficial owners of stock.

                                  VOTING RIGHTS

      The record date for determining  stockholders entitled to notice of and to
vote at the Meeting is the close of business on June 1, 2000. On that date there
were  5,408,223  shares issued and  outstanding  of NCH's $1.00 par value common
stock  ("Common  Stock"),  which  is  NCH's  only  class  of  voting  securities
outstanding.  Each share of NCH's  Common  Stock is  entitled to one vote in the
matter of election of  directors  and in any other matter that may be acted upon
at the  Meeting.  Neither  NCH's  certificate  of  incorporation  nor its bylaws
permits cumulative  voting. The presence,  in person or by proxy, of the holders
of a majority of the outstanding  shares of Common Stock entitled to vote at the
Meeting is necessary to constitute a quorum at the Meeting, but in no event will
a quorum  consist of less than  one-third of the shares  entitled to vote at the
Meeting.  The  affirmative  vote of a  plurality  of the shares of Common  Stock
represented at the Meeting and entitled to vote is required to elect  directors.
All other  matters to be voted on will be decided by a majority of the shares of
Common Stock  represented at the meeting and entitled to vote.  Abstentions  and
broker nonvotes are each included in determining the number of shares present at
the  meeting  for  purposes  of  determining  a quorum.  Abstentions  and broker
nonvotes have no effect on determining plurality, except to the extent that they
affect the total votes received by any particular candidate.

                              ELECTION OF DIRECTORS

      Effective  June 1, 2000,  NCH's Board of  Directors  unanimously  voted to
increase the number of directors  serving on the Board from seven members to ten
members, divided into three classes: Class I (three directors),  Class II (three
directors), and Class III (four directors). Only the Class III positions are due
for nomination  and election at the Meeting.  The Class I and Class II positions
will be due for nomination and election at the annual  meetings of  stockholders
to be held in 2001 and 2002, respectively.


<PAGE>


      NCH expects Mssrs.  Milton P. Levy, Jr. and Lester A. Levy to tender their
resignations  from  the  Board  of  Directors  at the  meeting  of the  Board of
Directors  scheduled to take place on July 27, 2000.  In  accordance  with NCH's
bylaws,  the two vacant Class I director  positions  created by the expansion of
the Board of Directors  and the  resignation  of Lester A. Levy,  and the vacant
Class II director  position  created by the  resignation  of Milton P. Levy, Jr.
shall be filled by appointment by the existing  directors,  to occur at the July
27, 2000 meeting of the Board of Directors. At such time, the Board of Directors
expects  to appoint  Robert M. Levy and  Lester A. Levy,  Jr. as the new Class I
directors  and John I. Levy as the new Class II director.  At the April 28, 2000
meeting of the Board of Directors,  the directors elected Irvin L. Levy to serve
as the Chairman of the Board of Directors,  effective upon his  re-election as a
Class III director by the NCH stockholders at the Meeting on July 27, 2000.

      The  intention of the persons named in the enclosed  proxy,  unless such
proxy  specifies  otherwise,  is to vote the shares  represented by such proxy
for the election of Jerrold M. Trim, Irvin L. Levy,  Walter M. Levy and Ronald
G. Steinhart as the Class III  directors.  Messrs.  Jerrold M. Trim,  Irvin L.
Levy,  Walter M. Levy and Ronald G. Steinhart have been nominated to stand for
election by the Board of  Directors  until  their terms  expire or until their
respective  successors  are duly elected and  qualified.   Messrs.  Jerrold M.
Trim and Irvin L. Levy are presently directors of NCH.

      Messrs.  Irvin,  Lester,  and Milton Levy are  brothers.  Walter M. Levy
and Lester A. Levy,  Jr.  are the sons of Mr.  Lester A. Levy.  Robert M. Levy
and John I.  Levy are the sons of Irvin L.  Levy.  Robert L.  Blumenthal  is a
first cousin of Messrs.  Irvin,  Lester, and Milton Levy. Certain  information
regarding  each nominee and director is set forth below.  The number of shares
beneficially  owned by each  nominee is listed  under  "Security  Ownership of
Principal Stockholders and Management."

                                Class I Directors

      Rawles  Fulgham,  72, has been a director of NCH since 1981. Mr. Fulgham
was an executive  director of Merrill Lynch  Private  Capital  Inc. from  1982
until 1989,  and served as a Senior  Advisor to Merrill Lynch & Co., Inc. from
1989 until 1998.  He was also a director,  the Chairman of the Board and Chief
Executive Officer of Global Industrial Technologies,  Inc., located in Dallas,
Texas,  until it was  acquired  by  RHI-AG,  located in  Vienna,  Austria,  on
December  31,  1999.  Mr.  Fulgham  also served on the Board of  Directors  of
BancTec,  Inc. and  currently  serves on the Audit and Advisory  Committees of
Dorchester  Hugoton,  Ltd.  From 1975 through  October  1998, he served on the
Board of  Directors  of Dresser  Industries,  Inc.  until it was  merged  with
Halliburton  Company.  Mr. Fulgham is a member of the Audit  Committee and the
Compensation Committee.

      Lester A. Levy, 77, has been a director and officer of NCH since 1947, and
since 1965 has served as Chairman of the Board of Directors of NCH. He is either
the president or a vice president of  substantially  all of NCH's  subsidiaries.
Mr. Levy is a member of the Stock Option Committee and the Executive Committee.

      At the meeting of the Board of  Directors  scheduled to take place on July
27, 2000, the directors expect to appoint Robert M. Levy and Lester A. Levy, Jr.
as new  Class I  directors.  These  appointments  will fill the  vacant  Class I
director  positions  created by the  expansion of the Board of Directors and the
resignation of Lester A. Levy, as described above.


<PAGE>


      Robert M. Levy, 41, joined NCH in 1985 after attending  business school at
the University of Texas at Austin.  His initial  responsibility  was in domestic
chemical  marketing,   after  which  he  served  in  management  positions  with
increasing  responsibility  in Europe  and the United  States.  He is an officer
and/or director of several of NCH's subsidiaries.

      Lester A. Levy,  Jr., 39,  joined NCH in 1985 after  attending  business
school  at  Northwestern   University.   His  initial  responsibility  was  in
domestic  chemical sales,  after which he served in management  positions with
increasing  responsibility  in Europe and the United  States.  Mr.  Levy is an
officer and/or director of several of NCH's subsidiaries.

                               Class II Directors

      Robert L.  Blumenthal,  69, has engaged in the practice of law since 1957.
He is a  partner  at the  Dallas  law  firm of  Carrington,  Coleman,  Sloman  &
Blumenthal, L.L.P., which serves as NCH's legal counsel.

      Thomas B.  Walker,  Jr., 76, has been a director of NCH since 1987.  Mr.
Walker was a general partner of Goldman,  Sachs & Co. from 1968 until 1984 and
a limited  partner of The Goldman  Sachs Group,  L.P.  ("Goldman  Sachs") from
1984  through  May 1999,  when he assumed  his  current  position  as a Senior
Director  to  Goldman   Sachs.   Mr. Walker   is  also  a  director  of  Sysco
Corporation  and Riviana  Foods,  Inc.  He is a member of the Audit  Committee
and the Compensation Committee.

      Milton P. Levy,  Jr.,  74, has been a director  and officer of NCH since
1947,  and since 1965 has served as Chairman  of the  Executive  Committee  of
NCH.  He is either the president or a vice president of  substantially  all of
NCH's  subsidiaries.  Mr. Levy is a member of the Stock Option  Committee  and
the Executive Committee.

      At the meeting of the Board of  Directors  scheduled to take place on July
27,  2000,  the  directors  expect  to  appoint  John I.  Levy as a new Class II
director in order to fill the vacant Class II director  position  created by the
resignation of Milton P. Levy, Jr., as described above.

      John I. Levy, 38, joined NCH in 1985 after  attending  business  school at
Southern  Methodist  University.  His initial  responsibility  was in  corporate
planning,  after  which  he  served  in  management  positions  with  increasing
responsibility in Europe and the United States. Mr. Levy is currently an officer
and/or director of several of NCH's subsidiaries.

                        Class III Directors and Nominees

      Jerrold  M. Trim,  63,  has been a  director  of NCH since 1980 and is the
President  and  majority  shareholder  of Windsor  Association,  Inc.,  which is
engaged primarily in investment consulting services. He is a member of the Audit
Committee and the Compensation Committee.

      Irvin L. Levy,  71, has been a director  and an officer of NCH since 1950,
and has served as NCH's President  since 1965. He is either  president or a vice
president of substantially  all of NCH's  subsidiaries.  Mr. Levy is a member of
the Stock Option Committee and the Executive Committee. If re-elected as a Class
III director by the NCH  stockholders  at the Meeting on July 27, 2000, Mr. Levy
shall serve as Chairman of the Board of Directors of NCH.


<PAGE>



      Walter M. Levy, 45, joined NCH in 1980 after attending  business school at
the University of Virginia. His initial responsibility was in field sales, after
which he  served in  management  positions  with  increasing  responsibility  in
Europe,  Asia and the United States.  He is currently an officer and/or director
of several of NCH's subsidiaries.

      Ronald G. Steinhart, 60, is the Vice Chairman of the Board of Directors of
Bank  One,  Texas.  He served  as  President  and  Chief  Operating  Officer  of
InterFirst  Corporation from 1981 through 1988, at which time he became Chairman
and Chief Executive  Officer of Deposit Guaranty Bank (later renamed Team Bank).
After Team Bank's merger with Bank One, Texas in 1992,  Mr.  Steinhart was named
President and Chief  Operating  Officer.  In 1995,  Mr.  Steinhart was appointed
Chairman and Chief  Executive  Officer of Bank One,  Texas,  and in 1996, he was
appointed  Chairman  and  Chief  Executive  Officer  of Bank  One  Corporation's
Commercial  Banking Group.  After the merger of Bank One Corporation  with First
Chicago NBD  Corporation  in 1998,  Mr.  Steinhart  was named to the  Management
Committee, in which capacity he served until his retirement in January 2000. Mr.
Steinhart   also  serves  as  a  Trustee  of  Prentiss   Properties   Trust,   a
publicly-traded real estate investment trust.

      If any of the  above  nominees  for  Class  III  directors  should  become
unavailable to serve as a director, then the shares represented by proxy will be
voted  for  such  substitute  nominees  as may be  nominated  by  the  Board  of
Directors.  NCH has no reason to believe that any of the above  nominees are, or
will be, unavailable to serve as a director.

Meeting Attendance and Committees of the Board

      NCH has audit, compensation, executive, and stock option committees of the
Board, whose members are noted above.  During the last fiscal year, the Board of
Directors met on five occasions,  the Compensation Committee met once, the Audit
Committee met once, the Executive Committee met at least 25 times, and the Stock
Option Committee met once. NCH does not have a standing nominating  committee of
the Board. Nominees to the Board are selected by the entire Board.

      The Audit  Committee  of the Board  reviews  the scope of the  independent
auditors'  examinations and the scope of activities of NCH's internal  auditors.
Additionally,  it receives and reviews reports of NCH's independent auditors and
internal  auditors.   The  Audit  Committee  also  meets  (without  management's
presence,  if the Audit Committee so desires) with the independent  auditors and
members of the internal auditing staff, receives  recommendations or suggestions
for change,  and may initiate or  supervise  any special  investigations  it may
choose to undertake.

      The  Compensation  Committee  recommends  to the  Board of  Directors  the
salaries of the members of the Executive Committee.

      The  Executive  Committee  possesses  all of the  powers  of the  Board of
Directors between meetings of the Board.

      The Stock Option  Committee of the Board determines those employees of NCH
and its  subsidiaries  who will  receive  stock  options  and the amount of such
options.


<PAGE>




               COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Director Compensation

      Directors who are not executive  officers of NCH receive  compensation  of
$25,000 per annum and $1,000 for each meeting of the Board of Directors or Board
committee  attended.  All other  directors  receive $1,000 for each such meeting
attended.  Members of the Stock Option Committee and Executive Committee are not
compensated separately for their services on such committees.

Report on Executive Compensation

Responsibility for Executive Compensation

      Three outside  directors,  as the  Compensation  Committee of NCH (Messrs.
Fulgham,  Trim, and Walker), have primary responsibility for recommending to the
Board the  executive  compensation  program  for the  members  of the  Executive
Committee.  The  Compensation  Committee  recommends  to the Board  annual  base
compensation  for the members of the Executive  Committee and is responsible for
administering  and  approving  incentive  compensation  for the  members  of the
Executive  Committee.  The Executive  Committee is  responsible  for setting the
compensation for all other officers of NCH.

Executive Compensation Strategy

      With  respect  to  compensation  of all key  executives  other  than those
executives whose compensation is determined by the Compensation Committee, NCH's
strategy is generally as follows:

*                 Attract  and  retain key  executives  by  delivering  a market
                  competitive rate of base pay. Market  competitive rates of pay
                  are  determined  by  reviewing  compensation  data from  other
                  companies  that  resemble  NCH in terms of lines of  business,
                  size, scope, and complexity.

*                 Provide  salary  increases  to key  executives  based on their
                  individual   effort  and  performance.   In  addition  to  the
                  individual's experience,  job duties, and performance,  annual
                  increases are influenced by NCH's overall performance.

*                 Provide  annual  incentive  opportunities  based on objectives
                  that NCH feels are  critical to its  success  during the year.
                  Target  incentive  levels are set on an  individual  basis and
                  actual   awards   are  made  at  the   Executive   Committee's
                  discretion.


<PAGE>


*                 Provide  long-term  incentives  to  key  employees so  that
                  employees are focused on  activities  and  decisions  that
                  promote  NCH's long-term  financial and operational  success.
                  To meet this objective,   NCH  offers   stock   options  to
                  certain  key employees.  Options  are  generally  granted for
                  a period of five  years at a price  that is at  least  equal
                  to the fair market  value of the  Common  Stock  at the  time
                  of grant.  Options vest in equal increments over a  three-year
                  period from the time of grant.

Compensation for the Members of the Executive Committee

      In 1994,  the  Compensation  Committee,  with  assistance  from an outside
consulting  firm,  determined the  competitiveness  of the  compensation for the
Office of the Executive Committee.  Based on survey and proxy analyses performed
by the consulting firm, the Compensation  Committee  adopted the incentive bonus
plan  described  below.  All of  the  companies  in  the  peer  group  in  NCH=s
performance graph on page 9 of this Proxy Statement, other than Lilly Industries
and  Lubrizol  Corporation,  were  included  in the  analysis  performed  by the
consulting firm.  Although no formula or preset goal is used in setting the base
salary  for the  Office of the  Executive  Committee,  performance  in sales and
earnings  as  well  as the  current  economic  and  competitive  environment  is
considered.

      NCH  has  adopted  a  separate  strategy  with  respect  to the  incentive
compensation of the Office of the Executive  Committee,  as currently  composed.
Since these individuals are very significant long-term stockholders of NCH, some
of  the  typical  approaches  to  executive   compensation  that  exist  in  the
marketplace  have not  necessarily  been  relevant at NCH.  Long-term  incentive
programs  are  implemented  for senior  executives  to create a link between the
corporation's  performance and the executive's own personal wealth.  In light of
the   shareholding   of  Messrs.   Irvin  and  Lester  Levy,  they  are  already
significantly   impacted   financially   by  NCH's  overall   performance.   The
Compensation  Committee  generally  feels that in this  situation  any long-term
incentive program should be tied to salary or bonus.

      To qualify all compensation  paid to the Executive  Committee of the Board
of Directors as a deductible  expense under ss. 162 of the Internal Revenue Code
(the  "Code"),  on April 28, 1994,  the  Compensation  Committee of the Board of
Directors adopted an incentive bonus plan (the "Bonus Plan"),  for the Office of
the  Executive  Committee,  which was approved by the  stockholders  at the 1994
Annual Meeting.

      The Bonus Plan  provides a formula for  determining  the amounts of annual
bonuses to be paid to each member of the Executive Committee. Bonus amounts will
depend on the amount by which NCH's net income after taxes,  but before  accrual
for any bonus under the Bonus Plan, for a particular  fiscal year increases over
its net income before  accrual for any bonus for the  preceding  fiscal year. An
amendment to the original  formula for determining the amounts of annual bonuses
was adopted by the Compensation Committee on June 7, 1996, which was approved by
the  stockholders  at the 1996 Annual  Meeting,  because the formula  could have
resulted in a member  receiving  over $1 million in annual  compensation,  which
amount in excess of $1 million  would not have been  deductible by NCH under ss.
162(m) of the Code. As amended, the formula provides as follows.  Increases from
10% to less than 15% will  result in payment of a $225,000  bonus to each member
of the Executive  Committee.  Increases of 15% or greater will result in payment
of a $325,000  bonus to each  Executive  Committee  member.  For fiscal 2000, no
bonus was payable  because NCH's net income did not increase by 10% or more over
its net income for fiscal 1999.


<PAGE>


      The Bonus Plan  prohibits  amendment  of its terms to increase the cost of
the Bonus Plan to NCH or to change  the  persons  to whom  bonuses  will be paid
under the Bonus Plan without a vote of NCH's stockholders.

Conclusion

      The Compensation Committee believes that current compensation arrangements
in place at NCH are reasonable and  competitive  given NCH's size and status and
the current regulatory environment surrounding executive compensation.  The base
salary program allows NCH to attract and retain management  talent. In addition,
for those employees who are incentive eligible, such systems continue to provide
the necessary  link between the attainment of NCH's  performance  objectives and
the compensation received by executives.

                                          Executive Committee &
Compensation Committee                    Stock Option Committee

Rawles Fulgham                            Irvin L. Levy
Jerrold M. Trim                           Lester A. Levy
Thomas B. Walker, Jr.                     Milton P. Levy, Jr.

      The report on executive compensation will not be deemed to be incorporated
by  reference  into any  filing by NCH under the  Securities  Act of 1933 or the
Securities  Exchange  Act of 1934,  except to the extent  that NCH  specifically
incorporates the above report by reference.

Compensation  Committee  Interlocks and Insider  Participation in Compensation
Decisions

      Messrs.  Irvin,  Lester,  and Milton  Levy are  members  of the  Executive
Committee of NCH's Board of Directors,  which committee determines most salaries
and promotions with respect to officers of NCH and its subsidiaries,  and of the
Stock  Option  Committee,  which  determines  those  employees  of NCH  and  its
subsidiaries  who will  receive  stock  options and the amount of such  options.
Messrs.  Irvin,  Lester, and Milton Levy are executive officers and employees of
NCH.

      NCH's Board of Directors (with the subject members abstaining)  determines
the salaries of the members of the Executive  Committee after  recommendation of
the Compensation Committee,  whose members are Rawles Fulgham,  Jerrold M. Trim,
and Thomas B. Walker, Jr.

Executive Compensation

      The following table  summarizes the  compensation  paid to Messrs.  Irvin,
Lester, and Milton Levy, who together comprised the Executive Committee,  and to
NCH's two other most highly compensated  executive officers (whose  compensation
exceeded $100,000 in fiscal 2000) for services rendered in all capacities to NCH
during the fiscal years ended April 30, 2000, 1999, and 1998.


<PAGE>


                           SUMMARY COMPENSATION TABLE

                                      Annual Compensation(1)
    Name and              Fiscal      ----------------------      All Other
Principal Positions        Year       Salary(2)      Bonus      Compensation (3)
------------------------  -----       --------       -----      ----------------

Irvin L. Levy, President     2000    $916,505          --          $4,200
                             1999     913,106          --           4,000
                             1998     889,420          --           4,000


Lester A. Levy,              2000    $918,264          --          $3,200
Chairman of the Board        1999     918,667          --           3,200
                             1998     894,087          --           3,200


Milton P. Levy, Jr.,         2000    $920,355          --          $3,200
Chairman of the Executive    1999     920,636          --           3,200
Committee                    1998     896,074          --           3,200


Thomas F. Hetzer,            2000    $250,918          --          $4,200
Vice President - Finance     1999     235,995       $11,000         4,000
                             1998     221,331        28,000         4,000


Glen L. Scivally,            2000    $215,603          --          $4,200
Vice President and           1999     205,765        $6,000         4,000
Treasurer                    1998     195,846        27,000         4,000

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

(1) Certain of NCH's executive officers receive personal benefits in addition to
 annual  salary and bonus.  The  aggregate  amounts  of the  personal  benefits,
 however,  do not exceed the lesser of $50,000 or 10% of the total of the annual
 salary and bonus reported for the named executive officer.

(2)   Includes  compensation  for services as a director  (other than Mr. Hetzer
 and Mr. Scivally).

(3) The amounts  included in this column were contributed to the accounts of the
 executives  included  in the table  under NCH's  qualified  profit  sharing and
 savings plan.

Retirement Agreements

      NCH has entered into retirement agreements allowing retirement at any time
after age 59-1/2 with Messrs.  Irvin,  Lester,  and Milton Levy that provide for
lifetime monthly payments and guarantee 120 monthly payments beginning at death,
retirement,  or disability.  Payment under these agreements is $500,000 per year
for each of Messrs.  Irvin,  Lester and Milton Levy,  subject to adjustment each
year for increases in the United States  Consumer  Price Index for the preceding
year.  The Board of Directors  expects that Lester Levy shall retire as Chairman
of the Board of  Directors  effective  as of the  Meeting,  and that Milton Levy
shall retire as Chairman of the Executive Committee effective as of the Meeting.


<PAGE>


Executive Vice Presidents

      Mssrs.  John I. Levy,  Lester A. Levy, Jr., Robert M. Levy and Walter M.
Levy were each elected to serve as an Executive  Vice-President  of NCH by the
Board of Directors effective as of May 1, 2000.


               FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN

      The following graph presents NCH's  cumulative  stockholder  return during
the period  beginning April 30, 1995, and ending April 30, 2000. NCH is compared
to the  S&P 500 and a peer  group  consisting  of  companies  that  collectively
represent lines of business in which NCH competes. The companies included in the
peer group index are Betz Laboratories,  Inc. ("Betz"),  The Dexter Corporation,
Ecolab Inc.,  Lawson Products,  Inc., Lilly  Industries,  Lubrizol  Corporation,
Nalco Chemical Company ("Nalco"),  National Service Industries,  Inc., Petrolite
Corporation  ("Petrolite"),  Premier Industrial Corporation ("Premier"),  Quaker
Chemical Corporation,  Safety-Kleen Corporation,  and Snap-On Tools Corporation.
During  fiscal year 1997,  Premier was  acquired by another  corporation.  Since
Premier's shareholder return is no longer available, they were excluded from the
peer group for performance  after 1996.  During fiscal year 1998,  Petrolite was
acquired  by  another  corporation,  and was  excluded  from the peer  group for
performance  after 1997.  During fiscal year 1999,  Betz was acquired by another
corporation,  and was excluded from the peer group for  performance  after 1998.
During  fiscal year 2000,  Nalco was  acquired by another  corporation,  and was
excluded from the peer group for performance after 1999. Each index assumes $100
invested at the close of trading on April 30, 1995,  and is calculated  assuming
quarterly   reinvestment   of  dividends  and  quarterly   weighting  by  market
capitalization.

[STOCK PERFORMANCE GRAPH FILED UNDER COVER OF FORM S-E]



                           1995    1996    1997    1998    1999    2000
                           ----    ----    ----    ----    ----    ----
   NCH Corporation          100      94     106     109      96      79
   S&P 500 Index            100     130     163     230     280     308
   Peer Group               100     114     143     174     170     140

   Data source:  S&P Compustat, a division of McGraw-Hill, Inc.

      The stock price performance depicted in the graph above is not necessarily
indicative  of future  price  performance.  The  graph  will not be deemed to be
incorporated  by reference in any filing by NCH under the Securities Act of 1933
or  the  Securities  Exchange  Act  of  1934,  except  to the  extent  that  NCH
specifically incorporates the graph by reference.


<PAGE>


                              SECURITY OWNERSHIP OF
                      PRINCIPAL STOCKHOLDERS AND MANAGEMENT

      The  following  table  sets  forth  certain   information   regarding  the
beneficial  ownership of NCH's Common Stock as of June 1, 2000,  by: (i) persons
known to management to beneficially own more than 5% of NCH's Common Stock; (ii)
each  director and nominee for  director;  (iii) the three  persons  holding the
office of the Executive  Committee  and NCH's two other most highly  compensated
executive  officers (whose  compensation  exceeded $100,000 in fiscal 2000); and
(iv) all directors and  executive  officers of NCH as a group.  Also included in
the table is the  beneficial  ownership of NCH's Common Stock as of June 1, 2000
by Mssrs.  John I. Levy, Lester A. Levy, Jr., Robert M. Levy and Walter M. Levy,
who were each  elected  to serve as an  Executive  Vice-President  of NCH by the
Board of  Directors  effective as of May 1, 2000.  Except as noted  below,  each
person  included in the table has sole voting and investment  power with respect
to the shares that the person beneficially owns.

               Name of              Amount & Nature
         Beneficial Owner       of Beneficial Ownership    Percent of Class
      -----------------------   -----------------------    ----------------
      Robert L. Blumenthal                   2,683                *
      Rawles Fulgham (1)                     2,000                *
      Thomas F. Hetzer                           0                -
      Irvin L. Levy (2)(3)               1,444,576            26.7%
      Lester A. Levy (2)(4)              1,437,612            26.6%
      Milton P. Levy, Jr. (2)(5)            44,000                *
      John I. Levy (6)                      84,234             1.6%
      Lester A. Levy, Jr. (7)               23,942                *
      Robert M. Levy (8)                    69,220             1.3%
      Walter M. Levy (9)                    24,218                *
      Glen L. Scivally                           0                -
      Ronald G. Steinhart                        0                -
      Jerrold M. Trim (10)                       0                -
      Thomas B. Walker, Jr.                 10,000                *

      All directors and executive        3,142,485            58.1%
      officers as a group (14 people)

      Dimensional Fund Advisors, Inc.(11)  340,200             6.3%
--------------------

*           Less than 1% of class.

(1)         Of these  shares,  700 are held by a  Dallas  bank in trust  for the
            retirement plan and benefit of Mr. Fulgham.

(2)         The address of Messrs.  Irvin,  Lester,  and Milton Levy is P.O. Box
            152170,  Irving, Texas 75015. The definition of beneficial ownership
            under the rules  and  regulations  of the  Securities  and  Exchange
            Commission  requires  inclusion  of the same  29,000  shares held as
            cotrustees by Messrs.  Irvin,  Lester,  and Milton Levy for a family
            trust in the totals listed above for each of Messrs.  Irvin, Lester,
            and Milton Levy.


<PAGE>


(3)         Irvin L.  Levy  owns a life  estate  interest  in  1,000,000  shares
            included in the table over which he has sole  voting and  investment
            power,  and his children own a remainder  interest in such 1,000,000
            shares.  The table includes 29,000 shares held as cotrustee with his
            brothers  for a  family  trust  over  which  he  shares  voting  and
            investment  power,  the  beneficial  ownership  of  which  Mr.  Levy
            disclaims.

(4)         Lester  A.  Levy  owns a life  estate  interest  in  685,194  shares
            included in the table over which he has sole  voting and  investment
            power,  and his  children  own a remainder  interest in such 685,194
            shares.  The table includes 29,000 shares held as cotrustee with his
            brothers  for a  family  trust  over  which  he  shares  voting  and
            investment  power,  the  beneficial  ownership  of  which  Mr.  Levy
            disclaims.

(5)         The table  includes  29,000 shares held by Milton P. Levy,  Jr. as
            cotrustee  with his  brothers  for a family  trust  over  which he
            shares voting and investment  power,  the beneficial  ownership of
            which Mr. Levy disclaims.

(6)         The table  includes  1,353  shares held by the wife of John I. Levy,
            the  beneficial  ownership  of which Mr. Levy  disclaims,  and 1,798
            shares  held  by the  children  of  John  I.  Levy,  the  beneficial
            ownership  of which Mr.  Levy  disclaims.  The table  also  includes
            options held by John I. Levy  exercisable  within 60 days to acquire
            9,220 shares. John I. Levy and a trust for the benefit of Mr. Levy's
            family additionally hold, in the aggregate,  a remainder interest in
            500,000  shares held by his father,  Irvin L. Levy (see footnote (3)
            above).

(7)         The  table   includes   options  held  by  Lester  A.  Levy,   Jr.
            exercisable  within 60 days to  acquire  9,220  shares.  Lester A.
            Levy,  Jr.  additionally  holds a  remainder  interest  in 228,398
            shares  held by his  father,  Lester  A. Levy  (see  footnote  (4)
            above).

(8)         The table includes options held by Robert M. Levy exercisable within
            60 days to acquire 9,220 shares.  Robert M. Levy and a trust for the
            benefit of Mr. Levy's family additionally hold, in the aggregate,  a
            remainder  interest in 500,000  shares held by his father,  Irvin L.
            Levy (see footnote (3) above).

(9)         The table  includes 1,445 shares held by the wife of Walter M. Levy,
            the  beneficial  ownership  of which Mr. Levy  disclaims,  and 6,005
            shares held by Walter M. Levy as trustee  for family  trusts for the
            benefit of his children,  the beneficial ownership of which Mr. Levy
            disclaims.  The table also  includes  options held by Walter M. Levy
            exercisable  within 60 days to acquire 9,220 shares.  Walter M. Levy
            (and  entities  controlled by Walter M. Levy)  additionally  holds a
            remainder  interest in 228,398 shares held by his father,  Lester A.
            Levy (see footnote (4) above).

(10)        Windsor Association,  Inc., of which Mr. Trim is President,  has a
            corporate  policy against its employees owning any publicly traded
            securities.

(11)        The table sets forth Dimensional Fund Advisors,  Inc.'s stockholding
            based on its latest  Schedule  13G filed with the SEC as of February
            3, 2000. Dimensional Fund Advisors, Inc. reports its address as 1299
            Ocean Avenue,  11th Floor,  Santa Monica,  California  90401. It has
            sole dispositive power over 340,200 shares, shared dispositive power
            over 0 shares,  sole voting  power over 340,200  shares,  and shared
            voting power over 0 shares.

               INFORMATION WITH RESPECT TO STOCKHOLDER PROPOSAL


<PAGE>


      William  Steiner,  4  Radcliff  Drive,  Great  Neck,  New  York  11024,  a
stockholder  of  NCH ,  has  notified  NCH of his  intention  to  introduce  the
following  proposal  at the  Meeting.  Mr.  Steiner's  proposed  resolution  and
supporting  statement,  for  which  the  Board of  Directors  and NCH  accept no
responsibility,  are set  forth  below.  THE  BOARD OF  DIRECTORS  OPPOSES  THIS
PROPOSAL FOR THE REASONS STATED BELOW.

                            MAXIMIZE VALUE RESOLUTION

            Resolved  that  the  shareholders  of NCH  Corporation  urge the NCH
      Corporation  Board of  Directors  to arrange  for the  prompt  sale of NCH
      Corporation to the highest bidder.

            The  purpose of the  Maximize  Value  Resolution  is to give all NCH
      Corporation  shareholders  the  opportunity  to send a message  to the NCH
      Corporation Board that they support the prompt sale of the NCH Corporation
      to the highest bidder.  A strong and or majority vote by the  shareholders
      would indicate to the board the  displeasure  felt by the  shareholders of
      the shareholder returns over many years and the drastic action that should
      be taken.  Even if it is approved by the  majority of the NCH  Corporation
      shares  represented  and  entitled  to vote  at the  annual  meeting,  the
      Maximize Value  Resolution will not be binding on NCH  Corporation  Board.
      The  proponent,   however,  believes  that  if  this  resolution  receives
      substantial  support from the shareholders,  the board may choose to carry
      out the request set forth in the resolution:

            The prompt auction of NCH Corporation  should be accomplished by any
      appropriate  process  the board  chooses to adopt  including a sale to the
      highest  bidder  whether in cash,  stock,  or a combination of both. It is
      expected  that the board will  uphold its  fiduciary  duties to the utmost
      during the process.

            The proponent  further  believes that if the  resolution is adopted,
      the  management  and the board will  interpret  such adoption as a message
      from the company's  stockholders  that it is no longer  acceptable for the
      board to continue with its current management plan and strategies.

                I URGE YOUR SUPPORT.  VOTE FOR THIS RESOLUTION.
                ----------------------------------------------

      The Board of Directors  recommends a vote  against this  proposal.  In the
judgement of the directors,  the proposed  action would not be timely nor in the
best interest of all of the stockholders.

                              SELECTION OF AUDITORS

      The  Board  of  Directors  has  appointed  KPMG  LLP,   Certified   Public
Accountants,  to  continue  to be the  principal  independent  auditors  of NCH,
subject to stockholder  ratification at the Meeting.  A  representative  of that
firm  has  been  requested  to be  present  at the  Meeting  and  will  have  an
opportunity  to make a statement if the  representative  desires to do so and to
respond to appropriate questions.

                            PROPOSALS OF STOCKHOLDERS

      Stockholders  of NCH who intend to  present a  proposal  for action at the
2001 Annual Meeting of Stockholders of NCH must notify NCH's  management of such
intention by notice received at NCH's principal  executive offices not less than
120 days in advance of June 27, 2001,  for such proposal to be included in NCH's
proxy statement and form of proxy relating to such meeting.

                                  ANNUAL REPORT

      The Annual  Report for the year ended April 30,  2000,  is being mailed to
stockholders with this Proxy Statement.  The Annual Report is not to be regarded
as  proxy  soliciting  material.   NCH  will  provide  without  charge  to  each
stockholder to whom this Proxy Statement and the accompanying  form of proxy are
sent,  on the written  request of such person,  a copy of NCH's annual report on
Form 10-K for the fiscal  year ended April 30,  2000,  including  the  financial
statements and the financial statement schedules,  required to be filed with the
Securities  and  Exchange  Commission.   Requests  should  be  directed  to  NCH
Corporation, Attention: Secretary, P. O. Box 152170, Irving, Texas 75015.

                                            Irvin L. Levy,
                                            President

Irving, Texas
Dated:  June 27, 2000

<PAGE>


   PROXY CARD


                              NCH CORPORATION


                 ANNUAL MEETING OF STOCKHOLDERS-JULY 27, 2000
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   The undersigned, revoking all prior proxies, hereby appoints James H. Stone,
   Tom Hetzer, and Joe Cleveland, and any one or more of them, proxy or
   proxies, with full power of substitution in each, and hereby authorizes
   them to vote for the undersigned and in the undersigned's name, all shares
   of common stock of NCH Corporation (the "Company") standing in the name of
   the undersigned on June 1, 2000, as if the undersigned were personally
   present and voting at the Company's annual meeting of stockholders to be
   held on July 27, 2000, in Dallas, Texas, and at any adjournment thereof,
   upon the matters set forth on the reverse side hereof.

   This proxy when properly executed will be voted in the manner directed
   herein by the undersigned stockholder.  IF NO DIRECTION IS MADE, THEN THIS
   PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3, AND IN THE
   PROXIES' DISCRETION ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
   ANNUAL MEETING, INCLUDING MATTERS INCIDENT TO THE CONDUCT OF SUCH MEETING.

            (Continued and to be signed on reverse side)


   <PAGE>


                                    FOR         WITHHOLD AUTHORITY
   1.   Election of Directors       / /                / /

   Nominees:  Jerrold M. Trim, Irvin L. Levy, Walter M. Levy, and Ronald G.
     Steinhart

   ---------------------------------------------------------------------
   Instruction:  To withhold authority to vote for all nominees, mark the
   Withhold Authority box.  To withhold authority to vote for any individual
   nominees, write the nominee's name on the line above.


   2.   Proposal to ratify the appointment of KPMG LP as independent auditors
        of NCH Corporation.

   FOR   / /      AGAINST   / /      ABSTAIN   / /


   3.   Proposal submitted by a stockholder.

  FOR   / /      AGAINST   / /      ABSTAIN   / /

   4.   In their discretion, the proxies are authorized to vote upon any other
   matters that may properly come before the meeting or any adjournment
   thereof, subject to the limitations set forth in the applicable regulations
   under the Securities Exchange Act of 1934.

   Dated:                                             , 2000
           -------------------------------------------


           -------------------------------------------
                        Signature


           -------------------------------------------
                   Signature if held jointly

   NOTE:  Please sign exactly as name appears hereon.  Joint owner should each
   sign.  When signing as attorney, executor, administrator, trustee, guardian,
   officer or partner, please indicate full title and capacity.

   <PAGE>