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, 2001                  Commission file numbe
r 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
                                (Title of Class)

     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 26, 2001
          -----               ---------------------    ----------------
Common Stock, $1 Par Value       $ 80,427,000              5,307,330

*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 26, 2001.

                            DOCUMENTS INCORPORATED BY REFERENCE:

Portions  of  the  Registrant's  2001  Annual  Report  to the  Shareholders  and
definitive Proxy Statement relating to the Registrant's 2001 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 32 of the 2001 Annual
Common Equity and Related Shareholder               Report.
Matters.

Item 6 - Selected Financial Data.                   Page 8 of the 2001 Annual
                                                    Report.

Item 7 - Management's Discussion and                Pages 8-12 of the 2001
Analysis of Financial Condition and                 Annual Report.
Results of Operations.

Item 8 - Financial Statements and                   Pages 13-32 of the 2001
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, 2001, in
                                                    connection with its Annual
                                                    Meeting to be held on July
                                                    26, 2001.

Item 11 - Executive Compensation.                   Pages 5-10 of the Company's
                                                    Proxy Statement dated June
                                                    27, 2001, inconnection with
                                                    its Annual Meeting to be
                                                    held on July 26, 2001.

Item 12 - Security Ownership of Certain             Pages 12-13 of the Company's
Beneficial Owners and Management.                   Proxy Statement dated June
                                                    27, 2001, in connection with
                                                    its Annual Meeting to be
                                                    held on July 26, 2001.

Item 13 - Certain Relationships and                 Pages 2-3 of the Company's
Related Transactions.                               Proxy Statement dated June
                                                    27, 2001, in connection with
                                                    its Annual Meeting to be
                                                    held on July 26, 2001.

<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, and plumbing parts. These products are
marketed  principally  through  the  Company's  own sales  force.  Since the DBS
Services segment was closed during the current year, direct broadcast  satellite
equipment is 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 lines.  Sales are
generally   consistent   throughout  the  year,  with  no  significant  seasonal
fluctuations.

     Competitive  conditions  in the  industries  in which  NCH  Corporation  is
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 Plumbmaster Group, major home building supply
centers  accounted for  approximately 27% of that segment's sales in this fiscal
year.  Of  the  sales  to  home  building  supply  centers,   approximately  59%
represented one customer in this fiscal year, which results in increased pricing
pressure for the plumbing products.

<PAGE>


     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 78%.  The annual cost of
recruiting  and  training  sales  representatives  over the past three years has
averaged approximately $34 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  8,404 persons.
The Company employs 59 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, 2001, 2000 and 1999,
were $4.6 million, $5.1 million and $5.3 million,  respectively.  All laboratory
costs, including research and development, are expensed as incurred.

     Incorporated  herein by  reference is the  footnote  entitled  "Segment and
Geographic Area Information" of the Consolidated Financial Statements in the NCH
Corporation  Annual  Report  for the year  ended  April 30,  2001  (2001  Annual
Report),  filed as an exhibit to this report.  NCH has five  segments:  Chemical
Specialties,  Plumbmaster Group,  Partsmaster Group,  Landmark Direct, and Other
Product Lines.  Other product lines include only the results of N-E Thing Supply
which was sold on September 30, 2000.

<PAGE>


     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  1,132,000  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 755,000 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 five parcels of undeveloped land in 5 states.

     During  the  last  fiscal  year  the  Company  made  investments,   net  of
dispositions,   of  $2,459,000  ($10,543,000  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 25-26
of the 2001 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,
2001:

Name                            Office                                     Age

Irvin L. Levy                 President; Director                           72

John I. Levy                  Executive Vice President                      39

Lester A. Levy, Jr.           Executive Vice President                      40

Robert M. Levy                Executive Vice President                      42

Walter M. Levy                Executive Vice President                      45

Joe Cleveland                 Vice President and Secretary                  67

Tom Hetzer                    Vice President - Finance                      64

Glen Scivally                 Vice President and Treasurer                  60



     Messrs.  John I. Levy,  and Robert M. Levy are  brothers and are cousins to
Walter M. Levy and Lester Levy,  Jr., who are brothers.  Messrs.  Robert M. Levy
and John I. Levy are sons of Irvin L. Levy. Messrs.  Lester A. Levy, Jr., Walter
M. Levy, Robert M. Levy, 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 32 of the 2001 Annual
Report, is incorporated by reference herein.


Item 6.  Selected Financial Data

     Selected Financial Data,  appearing on page 8 of the 2001 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 8-12 of the 2001 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 13-32
of the 2001 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, 2001, in connection  with its Annual
Meeting to be held July 26, 2001, 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, 2001, 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, 2001, in connection  with its
Annual Meeting to be held July 26, 2001, is incorporated by reference herein.


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, 2001, in
connection  with its Annual Meeting to be held on July 26, 2001, is incorporated
by reference herein.


Item 13. Certain Relationships and Related Transactions

     Information on certain  relationships  and related  transactions,  found on
pages 2-3 of the Company's  Proxy  Statement  dated June 27, 2001, in connection
with  its  Annual  Meeting  to be held on July  26,  2001,  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 13-32 of the 2001 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, 2001.


(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 1st day of June, 2001.

                                           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/Irvin L. Levy               President; Chairman of the Board   June 1, 2001
-----------------------         (Principal Executive Officer)
     Irvin L. Levy

 /s/John I. Levy                 Executive Vice President           June 1, 2001
-----------------------
    John I. Levy

 /s/Lester A. Levy, Jr.          Executive Vice President           June 1, 2001
-----------------------
    Lester A. Levy, Jr.

 /s/Robert M. Levy               Executive Vice President           June 1, 2001
-----------------------
    Robert M. Levy

 /s/Walter M. Levy               Executive Vice President           June 1, 2001
-----------------------
    Walter M. Levy

  /s/Tom Hetzer                  Vice President - Finance           June 1, 2001
----------------------          (Principal Accounting Officer)
     Tom Hetzer

/s/Robert L. Blumenthal          Director                           June 1, 2001
-----------------------
   Robert L. Blumenthal

/s/Rawles Fulgham                Director                           June 1, 2001
-----------------------
   Rawles Fulgham

/s/Ronald G. Steinhart           Director                           June 1, 2001
-----------------------
   Ronald G. Steinhart

/s/Jerrold M. Trim               Director                           June 1, 2001
-----------------------
   Jerrold M. Trim

                                 Director                           June 1, 2001
-----------------------
 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  13-32 of the 2001  Annual
Report.

Consolidated Financial Statements:
Statements of Income, Years Ended April 30, 2001, 2000 and 1999
Balance Sheets, April 30, 2001 and 2000
Statements of Cash Flows,  Years Ended April 30, 2001, 2000 and 1999
Statements of Stockholders' Equity, Years Ended April 30, 2001, 2000 and 1999
Notes to Consolidated  Financial Statements
Independent Auditors' Report
Selected Unaudited Quarterly Data, Years Ended April 30, 2001 and 2000

<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 30, 2001, we reported on the consolidated  balance sheets
of NCH  Corporation  and  subsidiaries  as of April 30,  2001 and 2000,  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,  2001,  as
contained  in  the  2001  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, 2001. 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 30, 2001

<PAGE>

<TABLE>
<CAPTION>
                        NCH CORPORATION AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (In Thousands)



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

Allowance for Doubtful Accounts

Year Ended April 30, 2001                 $15,871         $4,199         $  (930)          $4,991         $14,149

Year Ended April 30, 2000                 $16,993         $5,270         $(1,162)          $5,230         $15,871

Year Ended April 30, 1999                 $15,331         $5,695         $  (126)          $3,907         $16,993
</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 10.5 (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 10.10 (2)       Forms of Deferred Compensation Agreements with
                        Messrs. Lester Levy, Jr., Walter Levy, Robert Levy,
                        and John Levy

Exhibit 21 (2)          Subsidiaries of the Registrant

Exhibit 23 (2)          Independent Auditors' Consent

<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.

<PAGE>

                        NCH CORPORATION AND SUBSIDIARIES
                                  EXHIBIT 10.10

                                    AGREEMENT

THE STATE OF TEXAS      '
                        '
COUNTY OF DALLAS  '


     THIS  AGREEMENT  entered  into as of this 13th day of April,  1995,  by and
between NCH CORPORATION (hereinafter referred to as "Corporation"),  and JOHN I.
LEVY, of Dallas, Dallas County, Texas (hereinafter referred to as "Levy"):

                               R E C I T A L S:

      The following facts exist:

     A. Levy has rendered  valuable  services to the Corporation for many years.
Levy's  experience  and  knowledge  of the  affairs of the  Corporation  and his
reputation and contacts in the industry are extremely important to the continued
success of the Corporation.

     C. This Agreement was approved by the Board of Directors on April 13, 1995.

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

     NOW,  THEREFORE,  for and in  consideration  of the recitals above,  and in
consideration of the covenants and agreements of the parties hereto, each to the
other, the parties agree as follows:

     1. Continuation of Employment. Levy agrees to continue in the employment of
the  Corporation  upon  such  terms as the  Board of  Directors  and Levy  shall
mutually  agree until he reaches the age of  fifty-nine  and  one-half  (59-1/2)
years, and thereafter until such date as shall be mutually agreed upon.

     2. Payment upon  Retirement or  Disability.  At any time after reaching age
fifty-nine  and  one-half  (59-1/2)  years,  Levy may retire from the active and
daily service of the  Corporation.  Commencing with the date of such retirement,
the Corporation  shall pay to Levy an annual amount (the "Annual Amount") of Two
Hundred Thousand Dollars ($200,000.00). The Annual Amount shall be increased for
retirement in a calendar  year  subsequent to 1995 by the increase in the United
States  Consumer  Price Index (All Urban  Consumers - U.S. City Average) for the
preceding calendar year. The Annual Amount for each year shall be paid in twelve
(12) equal monthly  installments (the "Monthly  Payments"),  with an installment
payable on the first day of each month.  The Corporation  shall continue to make
such payments to Levy during his lifetime, and additionally agrees as follows:

                  a. If Levy so retires, but dies before receiving one hundred
            twenty (120) monthly payments, the Corporation shall continue to
            make such monthly payments to Levy's wife, if she survives him,
            until the total of one hundred twenty (120) Monthly Payments have
            been made to Levy and his wife, if any.

<PAGE>

                  b. If Levy so retires, but dies before receiving one hundred
            twenty (120) Monthly Payments, and if his wife, if any, does not
            survive him, or survives him and dies before one hundred twenty
            (120) Monthly Payments have been made to Levy and his wife, the
            Corporation shall continue to make such Monthly Payments to the then
            surviving issue of Levy, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthly Payments have been made to
            Levy, his wife, if any, and his issue; provided that the Corporation
            shall have no liability to continue any payments hereunder beyond
            the first day of the month in which the last survivor of Levy, his
            wife, if any, and his issue shall die.

                  c. Levy dies before his retirement date while in the employ of
            the Corporation, the Corporation shall pay to Levy's wife, if she
            shall survive him, Monthly Payments commencing the first day of the
            month following the month in which Levy dies and ending when one
            hundred twenty (120) Monthly Payments have been made to Levy's wife;
            or if Levy's wife dies after surviving to survive Levy or fails to
            survive Levy, the Corporation shall pay or continue to pay to such
            of Levy's issue who survive Levy and his wife, per stirpes, the
            Monthly Payments until a total of one hundred twenty (120) Monthly
            Payments have been made to Levy's wife and his issue; provided that
            the Corporation shall have no liability to continue any payments
            hereunder beyond the first day of the month in which the last
            survivor of Levy, his wife, and his issue shall die.

                  d. If Levy becomes disabled before his retirement date, the
            Corporation shall pay Monthly Payments to Levy, commencing the first
            day of the month following the month in which Levy becomes unable to
            continue active employment and continuing during the lifetime of
            Levy. In the event of Levy's death after becoming disabled but prior
            to the time when Levy shall have received one hundred twenty (120)
            Monthly Payments, the Corporation shall continue to make such
            Monthly Payments to Levy's wife, if any, if she survives him, until
            a total of one hundred twenty (120) Monthly Payments have been made
            to Levy and his wife. If Levy's wife survives Levy but does before
            one hundred twenty (120) Monthly Payments are made to Levy and his
            wife, or if Levy's wife fails to survive him, the Corporation shall
            continue such Monthly Payments to such of Levy's issue as survive
            him and his wife, if any, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthl Payments have been made to
            Levy, his wife, and his surviving issue.

                  e. The Corporation shall have no further liability beyond the
            date of death of the last survivor of Levy, his wife, if any, and
            all of his issue.

     3.  Definition  of  Disability.  For  the  purposes  of  subparagraph  d of
paragraph 2 of this  Agreement,  the  obligations of the Corporation to make the
payments upon the disability of Levy shall not become effective unless and until
all of the following conditions are met:

                  a.    Levy shall become physically or mentally incapable of
            properly performing the services required of him in accordance with
            his obligation under paragraph 1 hereof;

<PAGE>

                  b.    such  incapacity  shall  exist  or shall be  reasonably
            expected to exist for more than one hundred twenty (120) days in
            the aggregate during any period of twelve (12) consecutive months;
            and

                  c. either Levy or the Corporation shall have given the other
            thirty (30) days written notice of his or its intention to terminate
            the active employment of Levy because of such disability.

     4. Restrictive Covenants. Levy agrees that as a condition to the payment of
benefits  to  himself  and his  family  granted  herein,  from  the date of this
Agreement he shall not, directly or indirectly, enter into or in any manner take
part in any  business,  profession,  or other  endeavor,  either as an employee,
agent,  independent contractor,  owner, or otherwise,  which shall be in any way
connected  with  or in  the  business  of  manufacturing,  jobbing,  selling  or
marketing  chemicals or chemical  specialties  anywhere in the United  States of
America.  It is recognized that a broad  geographical area is being described in
this restrictive covenant;  however, both parties hereto recognize that Levy has
operated  extensively  throughout the United States for the Corporation and that
the  Corporation  does business  throughout the United States and other parts of
the world,  and such a broad  area  would be  necessary  for  protection  of the
Corporation.

     5.  Forfeiture  of  Payments.  If Levy fails to observe any of the terms of
this  Agreement and continues such breach for a period of thirty (30) days after
the  Corporation  shall have  requested him to perform the same, or if he enters
any  business  described  in  Paragraph 4 hereof and  continues  therein  either
directly or indirectly  for a period of fifteen (15) days after the  Corporation
shall have notified him in writing at his home address that the Directors of the
Corporation  have  decided  that  such  business  is  in  competition  with  the
Corporation, then no further payments shall be due or payable by the Corporation
hereunder either to Levy, his wife, or his issue, and the Corporation shall have
no further liability hereunder.

     6.  Assignment.  Neither Levy nor his wife shall have any right to commute,
encumber, or dispose of the right to receive payments hereunder,  which payments
and  the  right  thereto  are  expressly   declared  to  be  non-assignable  and
nontransferable,  and in the event of any attempted assignment or transfer,  the
Corporation shall have no further liability hereunder.

     7. Reorganization.  The Corporation shall not merge or consolidate with any
other  corporation  until such corporation  expressly  assumes the duties of the
Corporation herein set forth.

     8. Benefit.  This Agreement shall be binding upon the parties hereto, their
heirs, executors, administrators or successors.

     9.  Definition  of Wife and Issue.  By the word wife  wherever used in this
Agreement,  is meant the person to whom Levy is married by a ceremonial marriage
and is not separated or divorced at the time the  definition of the word becomes
important.  By the word  issue is meant  all of the  legitimate  descendants  of
whatever degree of Levy,  including  descendants  both by blood and by adoption,
provided such adoption is by a court  proceeding,  the finality of which has not
been questioned by the adopting person.

<PAGE>

     10. Special  Methods of Payment.  During the minority or physical or mental
incapacity of any person to whom Monthly  Payments by the  Corporation  shall be
paid, the Corporation may make such payments in any one or more of the following
ways: (i) to such person directly, (ii) to the guardian, committee, conservator,
or other similar official  representative of such person, (iii) to a relative of
such person to be expended by such relative for the care, support,  education or
maintenance  of  such  person,  (iv)  as to any  minor  person,  to a  custodian
designated  by the  Corporation  under the Texas Uniform Gifts to Minors Act, or
other similar statute, or (v) by the Corporation expending the same directly for
the care,  support,  education and maintenance of such person. The Corporation's
determination of the minority or incapacity of any person shall be final and the
Corporation  shall not be  responsible  or  liable  for the  application  of any
payment after the same has been made in accordance with the provisions hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                          NCH CORPORATION

ATTEST:
/s/ Joseph H. Cleveland                         By: /s/ Tom Hetzer
-----------------------                         ---------------------
    Secretary                                           Tom Hetzer

                                                By: /s/ John I. Levy
                                                ---------------------
                                                        John I. Levy

<PAGE>

STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

     This  instrument  was  acknowledged  before  me on April 13 , 1995,  by Tom
Hetzer  of  NCH  Corporation,   a  Delaware  corporation,   on  behalf  of  said
corporation.


                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                 the State of Texas

                                    My Commission Expires:        2/5/98



STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

     This  instrument was  acknowledged  before me on April 13, 1995, by John I.
Levy.


                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                 the State of Texas

                                    My Commission Expires:        2/5/98
<PAGE>


                                    AGREEMENT

THE STATE OF TEXAS      '
                        '
COUNTY OF DALLAS        '


     THIS  AGREEMENT  entered  into as of this 13th day of April,  1995,  by and
between NCH CORPORATION  (hereinafter referred to as "Corporation"),  and LESTER
A. LEVY,  JR.,  of Dallas,  Dallas  County,  Texas  (hereinafter  referred to as
"Levy"):
                               R E C I T A L S:

      The following facts exist:

     A. Levy has rendered  valuable  services to the Corporation for many years.
Levy's  experience  and  knowledge  of the  affairs of the  Corporation  and his
reputation and contacts in the industry are extremely important to the continued
success of the Corporation.

     C. This Agreement was approved by the Board of Directors on April 13, 1995.

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

     NOW,  THEREFORE,  for and in  consideration  of the recitals above,  and in
consideration of the covenants and agreements of the parties hereto, each to the
other, the parties agree as follows:

     1. Continuation of Employment. Levy agrees to continue in the employment of
the  Corporation  upon  such  terms as the  Board of  Directors  and Levy  shall
mutually  agree until he reaches the age of  fifty-nine  and  one-half  (59-1/2)
years, and thereafter until such date as shall be mutually agreed upon.

     2. Payment upon  Retirement or  Disability.  At any time after reaching age
fifty-nine  and  one-half  (59-1/2)  years,  Levy may retire from the active and
daily service of the  Corporation.  Commencing with the date of such retirement,
the Corporation  shall pay to Levy an annual amount (the "Annual Amount") of Two
Hundred Thousand Dollars ($200,000.00). The Annual Amount shall be increased for
retirement in a calendar  year  subsequent to 1995 by the increase in the United
States  Consumer  Price Index (All Urban  Consumers - U.S. City Average) for the
preceding calendar year. The Annual Amount for each year shall be paid in twelve
(12) equal monthly  installments (the "Monthly  Payments"),  with an installment
payable on the first day of each month.  The Corporation  shall continue to make
such payments to Levy during his lifetime, and additionally agrees as follows:

                  a. If Levy so retires, but dies before receiving one hundred
            twenty (120) monthly payments, the Corporation shall continue to
            make such monthly payments to Levy's wife, if she survives him,
            until the total of one hundred twenty (120) Monthly Payments have
            been made to Levy and his wife, if any.

<PAGE>

                  b. If Levy so retires, but dies before receiving one hundred
            twenty (120) Monthly Payments, and if his wife, if any, does not
            survive him, or survives him and dies before one hundred twenty
            (120) Monthly Payments have been made to Levy and his wife, the
            Corporation shall continue to make such Monthly Payments to the then
            surviving issue of Levy, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthly Payments have been made to
            Levy, his wife, if any, and his issue; provided that the Corporation
            shall have no liability to continue any payments hereunder beyond
            the first day of the month in which the last survivor of Levy, his
            wife, if any, and his issue shall die.

                  c. Levy dies before his retirement date while in the employ of
            the Corporation, the Corporation shall pay to Levy's wife, if she
            shall survive him, Monthly Payments commencing the first day of the
            month following the month in which Levy dies and ending when one
            hundred twenty (120) Monthly Payments have been made to Levy's wife;
            or if Levy's wife dies after surviving to survive Levy or fails to
            survive Levy, the Corporation shall pay or continue to pay to such
            of Levy's issue who survive Levy and his wife, per stirpes, the
            Monthly Payments until a total of one hundred twenty (120) Monthly
            Payments have been made to Levy's wife and his issue; provided that
            the Corporation shall have no liability to continue any payments
            hereunder beyond the first day of the month in which the last
            survivor of Levy, his wife, and his issue shall die.

                  d. If Levy becomes disabled before his retirement date, the
            Corporation shall pay Monthly Payments to Levy, commencing the first
            day of the month following the month in which Levy becomes unable to
            continue active employment and continuing during the lifetime of
            Levy. In the event of Levy's death after becoming disabled but prior
            to the time when Levy shall have received one hundred twenty (120)
            Monthly Payments, the Corporation shall continue to make such
            Monthly Payments to Levy's wife, if any, if she survives him, until
            a total of one hundred twenty (120) Monthly Payments have been made
            to Levy and his wife. If Levy's wife survives Levy but does before
            one hundred twenty (120) Monthly Payments are made to Levy and his
            wife, or if Levy's wife fails to survive him, the Corporation shall
            continue such Monthly Payments to such of Levy's issue as survive
            him and his wife, if any, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthl Payments have been made to
            Levy, his wife, and his surviving issue.

                  e. The Corporation shall have no further liability beyond the
            date of death of the last survivor of Levy, his wife, if any, and
            all of his issue.

     3.  Definition  of  Disability.  For  the  purposes  of  subparagraph  d of
paragraph 2 of this  Agreement,  the  obligations of the Corporation to make the
payments upon the disability of Levy shall not become effective unless and until
all of the following conditions are met:

                  a.    Levy shall become physically or mentally incapable of
            properly performing the services required of him in accordance with
            his obligation under paragraph 1 hereof;

<PAGE>

                  b.    such  incapacity  shall  exist  or shall be  reasonably
            expected to exist for more than one hundred twenty (120) days in
            the aggregate during any period of twelve (12) consecutive months;
            and

                  c. either Levy or the Corporation shall have given the other
            thirty (30) days written notice of his or its intention to terminate
            the active employment of Levy because of such disability.

     4. Restrictive Covenants. Levy agrees that as a condition to the payment of
benefits  to  himself  and his  family  granted  herein,  from  the date of this
Agreement he shall not, directly or indirectly, enter into or in any manner take
part in any  business,  profession,  or other  endeavor,  either as an employee,
agent,  independent contractor,  owner, or otherwise,  which shall be in any way
connected  with  or in  the  business  of  manufacturing,  jobbing,  selling  or
marketing  chemicals or chemical  specialties  anywhere in the United  States of
America.  It is recognized that a broad  geographical area is being described in
this restrictive covenant;  however, both parties hereto recognize that Levy has
operated  extensively  throughout the United States for the Corporation and that
the  Corporation  does business  throughout the United States and other parts of
the world,  and such a broad  area  would be  necessary  for  protection  of the
Corporation.

     5.  Forfeiture  of  Payments.  If Levy fails to observe any of the terms of
this  Agreement and continues such breach for a period of thirty (30) days after
the  Corporation  shall have  requested him to perform the same, or if he enters
any  business  described  in  Paragraph 4 hereof and  continues  therein  either
directly or indirectly  for a period of fifteen (15) days after the  Corporation
shall have notified him in writing at his home address that the Directors of the
Corporation  have  decided  that  such  business  is  in  competition  with  the
Corporation, then no further payments shall be due or payable by the Corporation
hereunder either to Levy, his wife, or his issue, and the Corporation shall have
no further liability hereunder.

     6.  Assignment.  Neither Levy nor his wife shall have any right to commute,
encumber, or dispose of the right to receive payments hereunder,  which payments
and  the  right  thereto  are  expressly   declared  to  be  non-assignable  and
nontransferable,  and in the event of any attempted assignment or transfer,  the
Corporation shall have no further liability hereunder.

     7. Reorganization.  The Corporation shall not merge or consolidate with any
other  corporation  until such corporation  expressly  assumes the duties of the
Corporation herein set forth.

     8. Benefit.  This Agreement shall be binding upon the parties hereto, their
heirs, executors, administrators or successors.

     9.  Definition  of Wife and Issue.  By the word wife  wherever used in this
Agreement,  is meant the person to whom Levy is married by a ceremonial marriage
and is not separated or divorced at the time the  definition of the word becomes
important.  By the word  issue is meant  all of the  legitimate  descendants  of
whatever degree of Levy,  including  descendants  both by blood and by adoption,
provided such adoption is by a court  proceeding,  the finality of which has not
been questioned by the adopting person.

<PAGE>

     10. Special  Methods of Payment.  During the minority or physical or mental
incapacity of any person to whom Monthly  Payments by the  Corporation  shall be
paid, the Corporation may make such payments in any one or more of the following
ways: (i) to such person directly, (ii) to the guardian, committee, conservator,
or other similar official  representative of such person, (iii) to a relative of
such person to be expended by such relative for the care, support,  education or
maintenance  of  such  person,  (iv)  as to any  minor  person,  to a  custodian
designated  by the  Corporation  under the Texas Uniform Gifts to Minors Act, or
other similar statute, or (v) by the Corporation expending the same directly for
the care,  support,  education and maintenance of such person. The Corporation's
determination of the minority or incapacity of any person shall be final and the
Corporation  shall not be  responsible  or  liable  for the  application  of any
payment after the same has been made in accordance with the provisions hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                          NCH CORPORATION

ATTEST:

/s/ Joseph H. Cleveland                         By: /s/ Tom Hetzer
-----------------------                         ---------------------
      Secretary                                         Tom Hetzer

                                                By: /s/ Lester A. Levy, Jr.
                                                ---------------------------
                                                        Lester A. Levy, Jr.

<PAGE>

STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

      This instrument was acknowledged before me on April 13 , 1995, by Tom
 Hetzer of NCH Corporation, a Delaware corporation, on behalf of said
 corporation.


                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                 the State of Texas

                                    My Commission Expires:        2/5/98


STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

     This instrument was acknowledged before me on April 13, 1995, by Lester A.
Levy, Jr..


                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                the State of Texas

                                    My Commission Expires:        2/5/98

<PAGE>


                                    AGREEMENT

THE STATE OF TEXAS      '
                        '
COUNTY OF DALLAS        '


     THIS  AGREEMENT  entered  into as of this 13th day of April,  1995,  by and
between NCH CORPORATION  (hereinafter referred to as "Corporation"),  and ROBERT
M. LEVY, of Dallas, Dallas County, Texas (hereinafter referred to as "Levy"):

                               R E C I T A L S:

      The following facts exist:

     A. Levy has rendered  valuable  services to the Corporation for many years.
Levy's  experience  and  knowledge  of the  affairs of the  Corporation  and his
reputation and contacts in the industry are extremely important to the continued
success of the Corporation.

     C. This Agreement was approved by the Board of Directors on April 13, 1995.

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

     NOW,  THEREFORE,  for and in  consideration  of the recitals above,  and in
consideration of the covenants and agreements of the parties hereto, each to the
other, the parties agree as follows:

     1. Continuation of Employment. Levy agrees to continue in the employment of
the  Corporation  upon  such  terms as the  Board of  Directors  and Levy  shall
mutually  agree until he reaches the age of  fifty-nine  and  one-half  (59-1/2)
years, and thereafter until such date as shall be mutually agreed upon.

     2. Payment upon  Retirement or  Disability.  At any time after reaching age
fifty-nine  and  one-half  (59-1/2)  years,  Levy may retire from the active and
daily service of the  Corporation.  Commencing with the date of such retirement,
the Corporation  shall pay to Levy an annual amount (the "Annual Amount") of Two
Hundred Thousand Dollars ($200,000.00). The Annual Amount shall be increased for
retirement in a calendar  year  subsequent to 1995 by the increase in the United
States  Consumer  Price Index (All Urban  Consumers - U.S. City Average) for the
preceding calendar year. The Annual Amount for each year shall be paid in twelve
(12) equal monthly  installments (the "Monthly  Payments"),  with an installment
payable on the first day of each month.  The Corporation  shall continue to make
such payments to Levy during his lifetime, and additionally agrees as follows:

                  a. If Levy so retires, but dies before receiving one hundred
            twenty (120) monthly payments, the Corporation shall continue to
            make such monthly payments to Levy's wife, if she survives him,
            until the total of one hundred twenty (120) Monthly Payments have
            been made to Levy and his wife, if any.

<PAGE>

                  b. If Levy so retires, but dies before receiving one hundred
            twenty (120) Monthly Payments, and if his wife, if any, does not
            survive him, or survives him and dies before one hundred twenty
            (120) Monthly Payments have been made to Levy and his wife, the
            Corporation shall continue to make such Monthly Payments to the then
            surviving issue of Levy, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthly Payments have been made to
            Levy, his wife, if any, and his issue; provided that the Corporation
            shall have no liability to continue any payments hereunder beyond
            the first day of the month in which the last survivor of Levy, his
            wife, if any, and his issue shall die.

                  c. Levy dies before his retirement date while in the employ of
            the Corporation, the Corporation shall pay to Levy's wife, if she
            shall survive him, Monthly Payments commencing the first day of the
            month following the month in which Levy dies and ending when one
            hundred twenty (120) Monthly Payments have been made to Levy's wife;
            or if Levy's wife dies after surviving to survive Levy or fails to
            survive Levy, the Corporation shall pay or continue to pay to such
            of Levy's issue who survive Levy and his wife, per stirpes, the
            Monthly Payments until a total of one hundred twenty (120) Monthly
            Payments have been made to Levy's wife and his issue; provided that
            the Corporation shall have no liability to continue any payments
            hereunder beyond the first day of the month in which the last
            survivor of Levy, his wife, and his issue shall die.

                  d. If Levy becomes disabled before his retirement date, the
            Corporation shall pay Monthly Payments to Levy, commencing the first
            day of the month following the month in which Levy becomes unable to
            continue active employment and continuing during the lifetime of
            Levy. In the event of Levy's death after becoming disabled but prior
            to the time when Levy shall have received one hundred twenty (120)
            Monthly Payments, the Corporation shall continue to make such
            Monthly Payments to Levy's wife, if any, if she survives him, until
            a total of one hundred twenty (120) Monthly Payments have been made
            to Levy and his wife. If Levy's wife survives Levy but does before
            one hundred twenty (120) Monthly Payments are made to Levy and his
            wife, or if Levy's wife fails to survive him, the Corporation shall
            continue such Monthly Payments to such of Levy's issue as survive
            him and his wife, if any, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthl Payments have been made to
            Levy, his wife, and his surviving issue.

                  e. The Corporation shall have no further liability beyond the
            date of death of the last survivor of Levy, his wife, if any, and
            all of his issue.

     3.  Definition  of  Disability.  For  the  purposes  of  subparagraph  d of
paragraph 2 of this  Agreement,  the  obligations of the Corporation to make the
payments upon the disability of Levy shall not become effective unless and until
all of the following conditions are met:

                  a.    Levy shall become physically or mentally incapable of
            properly performing the services required of him in accordance with
            his obligation under paragraph 1 hereof;

<PAGE>

                  b.    such  incapacity  shall  exist  or shall be  reasonably
            expected to exist for more than one hundred twenty (120) days in
            the aggregate during any period of twelve (12) consecutive months;
            and

                  c. either Levy or the Corporation shall have given the other
            thirty (30) days written notice of his or its intention to terminate
            the active employment of Levy because of such disability.

     4. Restrictive Covenants. Levy agrees that as a condition to the payment of
benefits  to  himself  and his  family  granted  herein,  from  the date of this
Agreement he shall not, directly or indirectly, enter into or in any manner take
part in any  business,  profession,  or other  endeavor,  either as an employee,
agent,  independent contractor,  owner, or otherwise,  which shall be in any way
connected  with  or in  the  business  of  manufacturing,  jobbing,  selling  or
marketing  chemicals or chemical  specialties  anywhere in the United  States of
America.  It is recognized that a broad  geographical area is being described in
this restrictive covenant;  however, both parties hereto recognize that Levy has
operated  extensively  throughout the United States for the Corporation and that
the  Corporation  does business  throughout the United States and other parts of
the world,  and such a broad  area  would be  necessary  for  protection  of the
Corporation.

     5.  Forfeiture  of  Payments.  If Levy fails to observe any of the terms of
this  Agreement and continues such breach for a period of thirty (30) days after
the  Corporation  shall have  requested him to perform the same, or if he enters
any  business  described  in  Paragraph 4 hereof and  continues  therein  either
directly or indirectly  for a period of fifteen (15) days after the  Corporation
shall have notified him in writing at his home address that the Directors of the
Corporation  have  decided  that  such  business  is  in  competition  with  the
Corporation, then no further payments shall be due or payable by the Corporation
hereunder either to Levy, his wife, or his issue, and the Corporation shall have
no further liability hereunder.

     6.  Assignment.  Neither Levy nor his wife shall have any right to commute,
encumber, or dispose of the right to receive payments hereunder,  which payments
and  the  right  thereto  are  expressly   declared  to  be  non-assignable  and
nontransferable,  and in the event of any attempted assignment or transfer,  the
Corporation shall have no further liability hereunder.

     7. Reorganization.  The Corporation shall not merge or consolidate with any
other  corporation  until such corporation  expressly  assumes the duties of the
Corporation herein set forth.

     8. Benefit.  This Agreement shall be binding upon the parties hereto, their
heirs, executors, administrators or successors.

     9.  Definition  of Wife and Issue.  By the word wife  wherever used in this
Agreement,  is meant the person to whom Levy is married by a ceremonial marriage
and is not separated or divorced at the time the  definition of the word becomes
important.  By the word  issue is meant  all of the  legitimate  descendants  of
whatever degree of Levy,  including  descendants  both by blood and by adoption,
provided such adoption is by a court  proceeding,  the finality of which has not
been questioned by the adopting person.

<PAGE>

     10. Special  Methods of Payment.  During the minority or physical or mental
incapacity of any person to whom Monthly  Payments by the  Corporation  shall be
paid, the Corporation may make such payments in any one or more of the following
ways: (i) to such person directly, (ii) to the guardian, committee, conservator,
or other similar official  representative of such person, (iii) to a relative of
such person to be expended by such relative for the care, support,  education or
maintenance  of  such  person,  (iv)  as to any  minor  person,  to a  custodian
designated  by the  Corporation  under the Texas Uniform Gifts to Minors Act, or
other similar statute, or (v) by the Corporation expending the same directly for
the care,  support,  education and maintenance of such person. The Corporation's
determination of the minority or incapacity of any person shall be final and the
Corporation  shall not be  responsible  or  liable  for the  application  of any
payment after the same has been made in accordance with the provisions hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                          NCH CORPORATION

ATTEST:
/s/ Joseph H. Cleveland                         By: /s/ Tom Hetzer
-----------------------                         ---------------------
      Secretary                                         Tom Hetzer

                                                By: /s/ Robert M. Levy
                                                ----------------------
                                                        Robert M. Levy

<PAGE>

STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

      This instrument was acknowledged before me on April 13 , 1995, by Tom
 Hetzer of NCH Corporation, a Delaware corporation, on behalf of said
 corporation.


                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                the State of Texas

                                    My Commission Expires:        2/5/98



STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

     This instrument was acknowledged  before me on April 13, 1995, by Robert M.
Levy.


                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                the State of Texas

                                    My Commission Expires:        2/5/98

<PAGE>


                                    AGREEMENT

THE STATE OF TEXAS      '
                        '
COUNTY OF DALLAS        '


     THIS  AGREEMENT  entered  into as of this 13th day of April,  1995,  by and
between NCH CORPORATION  (hereinafter referred to as "Corporation"),  and WALTER
M. LEVY, of Dallas, Dallas County, Texas (hereinafter referred to as "Levy"):

                               R E C I T A L S:

      The following facts exist:

     A. Levy has rendered  valuable  services to the Corporation for many years.
Levy's  experience  and  knowledge  of the  affairs of the  Corporation  and his
reputation and contacts in the industry are extremely important to the continued
success of the Corporation.

     C. This Agreement was approved by the Board of Directors on April 13, 1995.

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

     NOW,  THEREFORE,  for and in  consideration  of the recitals above,  and in
consideration of the covenants and agreements of the parties hereto, each to the
other, the parties agree as follows:

     1. Continuation of Employment. Levy agrees to continue in the employment of
the  Corporation  upon  such  terms as the  Board of  Directors  and Levy  shall
mutually  agree until he reaches the age of  fifty-nine  and  one-half  (59-1/2)
years, and thereafter until such date as shall be mutually agreed upon.

     2. Payment upon  Retirement or  Disability.  At any time after reaching age
fifty-nine  and  one-half  (59-1/2)  years,  Levy may retire from the active and
daily service of the  Corporation.  Commencing with the date of such retirement,
the Corporation  shall pay to Levy an annual amount (the "Annual Amount") of Two
Hundred Thousand Dollars ($200,000.00). The Annual Amount shall be increased for
retirement in a calendar  year  subsequent to 1995 by the increase in the United
States  Consumer  Price Index (All Urban  Consumers - U.S. City Average) for the
preceding calendar year. The Annual Amount for each year shall be paid in twelve
(12) equal monthly  installments (the "Monthly  Payments"),  with an installment
payable on the first day of each month.  The Corporation  shall continue to make
such payments to Levy during his lifetime, and additionally agrees as follows:

                  a. If Levy so retires, but dies before receiving one hundred
            twenty (120) monthly payments, the Corporation shall continue to
            make such monthly payments to Levy's wife, if she survives him,
            until the total of one hundred twenty (120) Monthly Payments have
            been made to Levy and his wife, if any.

<PAGE>

                  b. If Levy so retires, but dies before receiving one hundred
            twenty (120) Monthly Payments, and if his wife, if any, does not
            survive him, or survives him and dies before one hundred twenty
            (120) Monthly Payments have been made to Levy and his wife, the
            Corporation shall continue to make such Monthly Payments to the then
            surviving issue of Levy, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthly Payments have been made to
            Levy, his wife, if any, and his issue; provided that the Corporation
            shall have no liability to continue any payments hereunder beyond
            the first day of the month in which the last survivor of Levy, his
            wife, if any, and his issue shall die.

                  c. Levy dies before his retirement date while in the employ of
            the Corporation, the Corporation shall pay to Levy's wife, if she
            shall survive him, Monthly Payments commencing the first day of the
            month following the month in which Levy dies and ending when one
            hundred twenty (120) Monthly Payments have been made to Levy's wife;
            or if Levy's wife dies after surviving to survive Levy or fails to
            survive Levy, the Corporation shall pay or continue to pay to such
            of Levy's issue who survive Levy and his wife, per stirpes, the
            Monthly Payments until a total of one hundred twenty (120) Monthly
            Payments have been made to Levy's wife and his issue; provided that
            the Corporation shall have no liability to continue any payments
            hereunder beyond the first day of the month in which the last
            survivor of Levy, his wife, and his issue shall die.

                  d. If Levy becomes disabled before his retirement date, the
            Corporation shall pay Monthly Payments to Levy, commencing the first
            day of the month following the month in which Levy becomes unable to
            continue active employment and continuing during the lifetime of
            Levy. In the event of Levy's death after becoming disabled but prior
            to the time when Levy shall have received one hundred twenty (120)
            Monthly Payments, the Corporation shall continue to make such
            Monthly Payments to Levy's wife, if any, if she survives him, until
            a total of one hundred twenty (120) Monthly Payments have been made
            to Levy and his wife. If Levy's wife survives Levy but does before
            one hundred twenty (120) Monthly Payments are made to Levy and his
            wife, or if Levy's wife fails to survive him, the Corporation shall
            continue such Monthly Payments to such of Levy's issue as survive
            him and his wife, if any, such issue to take per stirpes, until a
            total of one hundred twenty (120) Monthl Payments have been made to
            Levy, his wife, and his surviving issue.

                  e. The Corporation shall have no further liability beyond the
            date of death of the last survivor of Levy, his wife, if any, and
            all of his issue.

     3.  Definition  of  Disability.  For  the  purposes  of  subparagraph  d of
paragraph 2 of this  Agreement,  the  obligations of the Corporation to make the
payments upon the disability of Levy shall not become effective unless and until
all of the following conditions are met:

                  a.    Levy shall become physically or mentally incapable of
            properly performing the services required of him in accordance with
            his obligation under paragraph 1 hereof;

<PAGE>

                  b.    such  incapacity  shall  exist  or shall be  reasonably
            expected to exist for more than one hundred twenty (120) days in
            the aggregate during any period of twelve (12) consecutive months;
            and

                  c. either Levy or the Corporation shall have given the other
            thirty (30) days written notice of his or its intention to terminate
            the active employment of Levy because of such disability.

     4. Restrictive Covenants. Levy agrees that as a condition to the payment of
benefits  to  himself  and his  family  granted  herein,  from  the date of this
Agreement he shall not, directly or indirectly, enter into or in any manner take
part in any  business,  profession,  or other  endeavor,  either as an employee,
agent,  independent contractor,  owner, or otherwise,  which shall be in any way
connected  with  or in  the  business  of  manufacturing,  jobbing,  selling  or
marketing  chemicals or chemical  specialties  anywhere in the United  States of
America.  It is recognized that a broad  geographical area is being described in
this restrictive covenant;  however, both parties hereto recognize that Levy has
operated  extensively  throughout the United States for the Corporation and that
the  Corporation  does business  throughout the United States and other parts of
the world,  and such a broad  area  would be  necessary  for  protection  of the
Corporation.

     5.  Forfeiture  of  Payments.  If Levy fails to observe any of the terms of
this  Agreement and continues such breach for a period of thirty (30) days after
the  Corporation  shall have  requested him to perform the same, or if he enters
any  business  described  in  Paragraph 4 hereof and  continues  therein  either
directly or indirectly  for a period of fifteen (15) days after the  Corporation
shall have notified him in writing at his home address that the Directors of the
Corporation  have  decided  that  such  business  is  in  competition  with  the
Corporation, then no further payments shall be due or payable by the Corporation
hereunder either to Levy, his wife, or his issue, and the Corporation shall have
no further liability hereunder.

     6.  Assignment.  Neither Levy nor his wife shall have any right to commute,
encumber, or dispose of the right to receive payments hereunder,  which payments
and  the  right  thereto  are  expressly   declared  to  be  non-assignable  and
nontransferable,  and in the event of any attempted assignment or transfer,  the
Corporation shall have no further liability hereunder.

     7. Reorganization.  The Corporation shall not merge or consolidate with any
other  corporation  until such corporation  expressly  assumes the duties of the
Corporation herein set forth.

     8. Benefit.  This Agreement shall be binding upon the parties hereto, their
heirs, executors, administrators or successors.

     9.  Definition  of Wife and Issue.  By the word wife  wherever used in this
Agreement,  is meant the person to whom Levy is married by a ceremonial marriage
and is not separated or divorced at the time the  definition of the word becomes
important.  By the word  issue is meant  all of the  legitimate  descendants  of
whatever degree of Levy,  including  descendants  both by blood and by adoption,
provided such adoption is by a court  proceeding,  the finality of which has not
been questioned by the adopting person.

<PAGE>

     10. Special  Methods of Payment.  During the minority or physical or mental
incapacity of any person to whom Monthly  Payments by the  Corporation  shall be
paid, the Corporation may make such payments in any one or more of the following
ways: (i) to such person directly, (ii) to the guardian, committee, conservator,
or other similar official  representative of such person, (iii) to a relative of
such person to be expended by such relative for the care, support,  education or
maintenance  of  such  person,  (iv)  as to any  minor  person,  to a  custodian
designated  by the  Corporation  under the Texas Uniform Gifts to Minors Act, or
other similar statute, or (v) by the Corporation expending the same directly for
the care,  support,  education and maintenance of such person. The Corporation's
determination of the minority or incapacity of any person shall be final and the
Corporation  shall not be  responsible  or  liable  for the  application  of any
payment after the same has been made in accordance with the provisions hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                          NCH CORPORATION

ATTEST:
/s/ Joseph H. Cleveland                         By: /s/ Tom Hetzer
-----------------------                         ---------------------
      Secretary                                 Tom Hetzer

                                                By: /s/ Walter M. Levy
                                                ----------------------
                                                Walter M. Levy

<PAGE>


STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

     This  instrument  was  acknowledged  before  me on April 13 , 1995,  by Tom
Hetzer  of  NCH  Corporation,   a  Delaware  corporation,   on  behalf  of  said
corporation.


                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                the State of Texas

                                    My Commission Expires:        2/5/98


STATE OF TEXAS          '
                        '
COUNTY OF DALLAS        '

     This instrument was acknowledged  before me on April 13, 1995, by Walter M.
Levy.

                                          /s/ Becky L. Lovelace
                                          -----------------------------
                                              Notary Public in and for
                                                the State of Texas

                                    My Commission Expires:        2/5/98

<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,  fourteen of these
subsidiaries  were  operating  domestically  and 120 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 30,  2001,
relating to the consolidated  balance sheets of NCH Corporation and subsidiaries
as of April 30,  2001 and  2000,  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, 2001, which reports appear in
or are  incorporated  by reference  in the April 30, 2001 annual  report on Form
10-K of NCH Corporation.


Dallas, Texas                    /s/  KPMG LLP
July  9, 2001


<PAGE>

                        NCH CORPORATION AND SUBSIDIARIES
                 ANNUAL REPORT FOR THE YEAR ENDED APRIL 30, 2001


<TABLE>
Selected Financial Data
NCH Corporation and
Subsidiaries
(In Thousands Except Per
Share Data)

Years Ended April 30,
<CAPTION>

                                   2001         2000         1999         1998         1997
                               ----------   ----------   ----------   ----------   ----------
<S>                            <C>          <C>          <C>          <C>          <C>
Net Sales                      $  679,718   $  725,990   $  725,353   $  721,840   $  710,305

Income from
    Continuing Operations      $   30,129   $   18,374   $   22,396   $   34,132   $   33,693

Earnings Per Share from
    Continuing Operations

    Basic                           $5.66        $3.40        $3.92        $4.77        $4.60
    Diluted                         $5.65        $3.39        $3.91        $4.75        $4.59

Current Ratio                    3.7 to 1     3.3 to 1     2.7 to 1     3.6 to 1     3.3 to 1

Total Assets                   $  425,504   $  427,149   $  429,742   $  515,773   $  492,772

Long-Term Debt                 $    4,992   $   12,049   $    1,104    $   1,400   $      112

Retirement and Deferred
    Compensation Plans         $  114,599   $  115,344   $  115,162    $  111,088  $  107,057

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

Note:Amounts for prior years have been  restated  as  applicable  to reflect the
     discontinuation of DBS Services Group and the  reclassification of shipping
     and handling revenues and costs
</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,  2001,  working  capital  increased  to
$223.4  million from $200.2 million at April 30, 2000. The current ratio was 3.7
to 1 at April 30,  2001,  compared to 3.3 to 1 at April 30,  2000.  The total of
cash, cash equivalents and marketable  securities  increased by $35.9 million to
$88.5  million at April 30, 2001.  Net cash flow from  operating  activities  of
continuing operations totaled $30.6 million for fiscal 2001. Additional cash was
provided by the sale of the net assets of subsidiaries of $16.8 million and $7.2
million  from the  sale of  undeveloped  surplus  land.  Principal  uses of cash
consisted of net purchases of marketable  securities of $47.2  million,  capital
expenditures  of $10.5  million,  and  payment  of  dividends  of $7.5  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 28, 2001, compared to February 29,
2000.  This is  reflected  by the  foreign  currency  translation  component  of
accumulated  other  comprehensive  loss,  which  changed  from a  $42.5  million
reduction  of  stockholders'  equity  at  April  30,  2000,  to a $49.5  million
reduction of stockholders' equity at April 30, 2001.

     As  reported  on  the  Consolidated  Balance  Sheets,  accounts  receivable
decreased by $13.2  million in the year ended April 30,  2001,  including a $4.9
million reduction from the sale of net subsidiary assets. 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 the sale of net
subsidiary assets and shows that accounts  receivable,  net of the provision for
losses,  decreased  by $3.7 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 fourth quarter.

<PAGE>


     Inventories at April 30, 2001,  decreased $2.5 million from April 30, 2000,
as reported on the Consolidated Balance Sheets. This decrease is the net between
a $1.7 million  increase on inventories in the Company's  current business units
and a $4.2 million decrease from the sale of net subsidiary  assets.  The change
in inventories  presented in the Consolidated  Statements of Cash Flows excludes
the  effect  of  exchange  rates  and the sale of net  subsidiary  assets on the
reported  asset  values and shows that  inventories  increased  $3.1  million in
fiscal 2001.

     Accounts  payable,  accrued expenses and income taxes payable  increased by
$1.3  million as reported  on the  Consolidated  Balance  Sheets.  Income  taxes
payable increased due to net income in the fourth quarter of the current year as
compared to a net loss in the fourth quarter of 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.

     Expenditures  for property,  plant and equipment were $10.5 million for the
year ended April 30, 2001.  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,  decreased  $12.1 million as reported on the
Consolidated  Balance  Sheets.  During the fourth  quarter of the prior year, an
environmental  insurance  policy was purchased and funded by a note payable in a
non-cash transaction. The $11.2 million in long-term debt and current maturities
of long-term  debt is the note payable  related to the  environmental  insurance
policy.  The $.7  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 2001,  cash  dividends  paid  amounted to $7.5  million
($1.40 per share)  compared to $7.6 million in 2000 ($1.40 per share).  On April
19,  2001,  the  directors  of the  Company  declared a regular  quarterly  cash
dividend  of $.35  per  share of  Common  Stock to be paid  June  15,  2001,  to
shareholders of record June 1, 2001.

<PAGE>

<TABLE>

Sales and Operating Income - Fiscal 2001 to Fiscal 2000
<CAPTION>
                                      Net Sales                    Operating Income
                              ----------------------------   ----------------------------
                                 Years Ended April 30,          Years Ended April 30,
                              ----------------------------   ----------------------------
                                  2001           2000            2001           2000
                              -------------  -------------   -------------  -------------
<S>                           <C>            <C>             <C>            <C>

Chemical Specialties Group      $  429,026     $  449,237       $  32,319      $  16,908
Plumbing Products Group            113,946        122,031           5,609          7,690
Partsmaster Group                   78,118         87,954           6,597         10,973
Landmark Direct                     43,959         37,226            (541)           519
Other Product Lines                 14,669         29,542             (28)           833
Unallocated Corporate Expenses        -              -             (3,092)        (2,559)
                              -------------  -------------   -------------  -------------
Total                           $  679,718     $  725,990       $  40,864      $  34,364
                              =============  =============   =============  =============

</TABLE>

<PAGE>


     Net sales from Continuing  Operations  decreased from $726.0 in fiscal year
2000 to $679.7 in the current  fiscal year. Of this  decrease,  $16.4 million is
attributable  to a domestic  business  unit and several  product lines that were
sold during fiscal 2001. Sales from the Company's domestic operations  excluding
the $16.4 million  increased 1% from fiscal year 2000 to fiscal 2001. Sales from
the Company's  international  operations  decreased 11% from fiscal year 2000 to
fiscal 2001 as reported in U.S. dollars, compared to a 4% decrease when measured
on a local  currency  basis.  Sales for the Chemical  Specialties  Group segment
decreased  4% from fiscal year 2000 to fiscal 2001 with sales  decreasing  8% in
the  international  operations and increasing 1% domestically.  Internationally,
sales in Europe  were down 8% in fiscal  year 2001 from  fiscal  2000 on a local
currency basis, while sales for non-Europe international operations increased 8%
on a local currency basis. In Europe, weak economies were a major contributor to
weak sales.  Net sales for the  Plumbing  Products  Group were down 7% in fiscal
year 2001 compared to fiscal 2000.  Sales to large retailers were down in fiscal
year 2001  compared to fiscal 2000  especially  in the fourth  quarter  when the
domestic economy slowed. Sales for the Partsmaster Group decreased 11% in fiscal
year 2001 from fiscal 2000. Domestic sales were approximately the same as in the
prior  year,  but  sales in the  Company's  international  operations  decreased
approximately  12% on a local  currency  basis.  Sales for the  Landmark  Direct
increased 18% in fiscal year 2001 from fiscal 2000. In the fourth  quarter three
of the product  lines were  discontinued  and their assets were sold.  Sales for
these product lines  amounted to $6.9 million in fiscal 2001.  The Other Product
Lines  includes only the sales for N-E Thing Supply which was sold September 30,
2000.

     Operating  income increased to $40.9 million in fiscal year 2001 from $34.4
million in fiscal  2000.  Included  in  operating  income for fiscal 2000 was an
accrual for environmental  remediation  expenses of approximately $16.1 million.
Lower  sales in fiscal  year 2001  compared  to fiscal  2000 was  primary in the
reduction in operating  income across all segments.  Cost  reduction  efforts in
both the domestic and  international  chemical  operation  helped to off-set the
impact that lower sales had on income. In the Plumbing Products Group, operating
income was also negatively impacted by pricing pressures due to both competition
and large  retailers.  The reduction in operating  income in the Landmark Direct
segment was due to lower gross margins.

<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 Group      $  449,237     $  458,481      $  16,908      $  34,717
Plumbing Products Group            122,031        121,928          7,690          2,754
Partsmaster Group                   87,954         87,384         10,973          8,378
Landmark Direct                     37,226         30,010            519          1,193
Other Product Lines                 29,542         27,550            833            848
Unallocated Corporate Expenses        -              -            (2,559)        (2,469)
                              -------------  -------------   -------------  -------------
Total                           $  725,990     $  725,353      $  34,364      $  45,421
                              =============  =============   =============  =============
</TABLE>

<PAGE>


     Net sales from  Continuing  Operations  were $726.0  million in fiscal 2000
compared to $725.4 million in fiscal 1999.  Domestic net sales increased 1% 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. Net sales from
international  operations reflected a decrease of 1% from fiscal 1999 to 2000 as
reported  in U.S.  dollars,  and  international  sales  were  also  lower due to
continued  difficult economic conditions  primarily in the European  operations.
Net sales for the Chemical  Specialties Group decreased $9.2 million, or 2% 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 Plumbing
Products  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 $7.2 million,  or
24%, from 1999 to 2000 primarily due to increased sales of medical and first aid
supplies.  Net sales in the Other Product Lines  increased $2.0 million,  or 7%,
primarily due to increased sales of apartment maintenance products.

     Operating  income  decreased  to $34.4  million  in fiscal  2000 from $45.4
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
Group,  operating income decreased $17.8 million, due to the environmental costs
discussed above and lower international sales. Operating income for the Plumbing
Products 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 in the Other  Product  Lines  decreased
slightly from fiscal 1999 to 2000.

<PAGE>


Other Operating Results - Fiscal Years 2001, 2000 and 1999

     In fiscal year 2001,  interest  expense was $6.7  million  compared to $5.6
million for fiscal 2000 and $4.8  million for fiscal 1999.  Interest  income was
$4.5  million for fiscal  2001 as  compared to $2.0  million for fiscal 2000 and
$2.1 million for fiscal 1999.

     Loss on revaluation  of foreign  currencies was $0.8 million in fiscal 2001
compared to $2.7 million in fiscal 2000.  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.

     During the  current  year,  the Company  sold two parcels of surplus  land,
resulting in a pretax gain of $3.1 million. Also during fiscal 2001, the Company
sold net assets of two subsidiaries, resulting in a pretax gain of $7.5 million.
Sales  relating to these assets were less than 5% of the Company's  consolidated
annual  sales,  and  therefore  these  transactions  are not  expected to have a
material impact on the Company's future operations.

     The overall  corporate tax rate for fiscal 2001 was 37.9% of pre-tax income
compared to 34.8% in 2000 and 45.6% in 1999.  The  fluctuation  in the corporate
tax rates are due to variations in individual  country income levels,  tax rates
in the international  countries and to revisions of prior years tax estimates. A
reconciliation of the effective tax rate to the U.S. statutory rate is contained
in the Notes to Consolidated Financial Statements.

<PAGE>


Discontinued Operations - Fiscal Years 2001, 2000 and 1999

     Income (loss) from  discontinued  operations,  net of taxes in fiscal years
2001, 2000 and 1999 includes the operating results of Resource Electronics, Inc.
and Resource  Satellite,  Inc.  These  operations  were  previously  reported as
segments.

     The $1.6 million loss on disposition  of  discontinued  operations,  net of
taxes for fiscal  year 2001  includes  the net loss from the closing of Resource
Satellite, Inc. of $3.1 million net of taxes partially offset by $1.5 million of
income,  net of  income  taxes,  that  resulted  from  additional  payments  for
inventory  that was  transferred  on a contingency  basis at the time of sale of
Resource Electronics,  Inc. Loss on disposition of discontinued operations,  net
of taxes for fiscal year 2000  includes  the loss from the sale of net assets of
Resource Electronics, Inc.


Net Income - Fiscal Years 2001, 2000 and 1999

     Net  income in fiscal  year 2001,  including  the  results of  discontinued
operations,  increased to $27.5 million from $17.0 million in fiscal 2000. Basic
and  diluted  earnings  per share - net income  increased  to $5.16 per share in
fiscal year 2001 from $3.15 in fiscal  2000.  Net income in fiscal year 1999 was
$24.4 million. Basic earnings per share - net income was $4.27 in fiscal 1999.

<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 have developed 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.


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>

                                             2001             2000              1999
                                        ----------------  --------------   ---------------
<S>                                     <C>               <C>              <C>

Net Sales                                      $679,718        $725,990          $725,353
                                        ----------------  --------------   ---------------

Operating Expenses
Cost of sales, including warehousing
    and commissions                             381,561         396,231           392,854
Marketing and administrative                    257,293         295,395           287,078
expenses
                                        ----------------  --------------   ---------------
                                                638,854         691,626           679,932
                                        ----------------  --------------   ---------------

Operating Income                                 40,864          34,364            45,421

Other (Expenses) Income
     Revaluation of foreign                        (756)         (2,651)           (1,515)
currencies
     Interest income                              4,496           2,011             2,069
     Interest expense                            (6,682)         (5,557)           (4,790)
     Gain on sale of subsidiaries'                7,461               -                 -
net assets
     Gain on sale of land                         3,115               -                 -
                                        ----------------  --------------   ---------------

Income from Continuing Operations
     before Income Taxes                         48,498          28,167            41,185

Provision for Income Taxes                       18,369           9,793            18,789
                                        ----------------  --------------   ---------------

Income from Continuing Operations                30,129          18,374            22,396
                                        ----------------  --------------   ---------------

Discontinued Operations:
Income (Loss) from discontinued                  (1,006)          1,968             1,965
operations, net of income taxes

Loss on disposition of discontinued              (1,622)         (3,309)                -
operations, net of income taxes
                                        ----------------  --------------   ---------------
Net Income                                      $27,501         $17,033           $24,361
                                        ================  ==============   ===============

Earnings Per Share from Continuing
Operations

Basic                                             $5.66           $3.40             $3.92
                                        ================  ==============   ===============
Diluted                                           $5.65           $3.39             $3.91
                                        ================  ==============   ===============

Earnings Per Share - Net Income

Basic                                             $5.16           $3.15             $4.27
                                        ================  ==============   ===============
Diluted                                           $5.16           $3.15             $4.25
                                        ================  ==============   ===============

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>
                                                               2001                 2000
                                                           --------------       --------------
<S>                                                        <C>                  <C>
Assets
Current Assets
Cash and cash equivalents                                        $19,830              $32,146
Marketable securities                                             68,682               20,429
Accounts receivable (less allowance for                          116,518              129,767
doubtful accounts of $14,149 and $15,871)
Inventories                                                       82,470               84,991
Prepaid expenses                                                   6,390                6,203
Deferred income taxes                                             12,788               13,691
                                                           --------------       --------------
Total Current Assets                                             306,678              287,227
                                                           --------------       --------------
Property, Plant and Equipment                                    183,554              189,079
Accumulated depreciation                                         120,344              119,021
                                                           --------------       --------------
                                                                  63,210               70,058
                                                           --------------       --------------
Deferred Income Taxes                                             36,114               36,714
                                                           --------------       --------------
Other                                                             17,620               20,211
                                                           --------------       --------------
Net assets of discontinued operations                              1,882               12,939
                                                           --------------       --------------
Total                                                           $425,504             $427,149
                                                           ==============       ==============

Liabilities and Stockholders' Equity

Current Liabilities
Notes payable to banks                                              $685               $5,956
Current maturities of long-term debt                               6,210                5,971
Accounts payable                                                  38,603               40,112
Accrued expenses                                                  24,804               26,718
Income taxes payable                                              11,090                6,344
Dividends payable                                                  1,858                1,893
                                                           --------------       --------------
Total Current Liabilities                                         83,250               86,994
                                                           --------------       --------------
Long-Term Debt, less current maturities                            4,992               12,049
                                                           --------------       --------------
Retirement and Deferred Compensation Plans                       114,599              115,344
                                                           --------------       --------------
Stockholders' Equity
Common stock, par value $1 per share,                             11,769               11,769
authorized 20,000,000 shares.  Issued
11,769,304 shares

Additional paid-in-capital                                        12,774               12,714
Retained earnings                                                521,212              501,146
Accumulated other comprehensive loss                             (48,700)             (42,389)
                                                           --------------       --------------
                                                                 497,055              483,240
Less treasury stock
(6,461,974 and 6,361,081 shares)                                 274,392              270,478
                                                           --------------       --------------
                                                                 222,663              212,762
                                                           --------------       --------------
Total                                                           $425,504             $427,149
                                                           ==============       ==============

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>
                                                              2001         2000        1999
                                                           -----------  ----------  ----------
<S>                                                        <C>          <C>         <C>
Cash Flows from Operating Activities
    Income from Continuing Operations                     $  30,129    $ 18,374     $ 22,396

    Adjustments to reconcile income from
         Continuing Operations to net cash provided
         by Continuing Operations:
      Depreciation and amortization                          12,118      13,790       13,757
      Gain on sale of subsidiaries' net assets               (7,461)          -            -
      Gain on sale of land                                        -           -       (3,115)
      Provision for losses on accounts receivable             4,199       5,270        5,695
      Deferred income taxes                                   1,149       2,622       (3,152)
      Accrual of environmental expenses                      (5,736)     16,138            -
      Retirement and deferred compensation plans               (248)        411        4,189
      Other noncash items
                                                                162        1,069        (469)
      Change in assets and liabilities, excluding
         net assets acquired in the purchase of
         businesses:
           Accounts receivable                                 (464)     (1,120)     (12,498)
           Inventories                                       (3,056)      6,373       (2,735)
           Prepaid expenses                                    (357)      2,966         (441)
           Accounts payable, accrued expenses
           and income taxes payable                           4,369     (13,919)       3,192
              Other noncurrent assets
                                                             (1,100)      (2,425)       (710)
                                                           -----------  ----------  ----------
    Net cash provided by Continuing Operations               30,589       49,549      29,224
                                                           -----------  ----------  ----------
    Operating cash flows from Discontinued Operations         9,937       (9,578)      5,719
                                                           -----------  ----------  ----------
      Net cash provided by operating activities              40,526      39,971      34,943
                                                           -----------  ----------  ----------

Cash Flows from Investing Activities
    Sales of property, plant and equipment                    8,084        1,105       1,034
    Purchases of property, plant and equipment              (10,543)      (8,807)    (12,748)
    Redemptions of marketable securities                     51,118        7,831     104,221
    Purchases of marketable securities                      (98,359)     (24,865)     (5,932)
    Acquisition of businesses                                     -      (2,027)      (2,773)
    Sale of subsidiaries                                     16,826       12,697           -
    Other                                                      (991)      (1,005)     (1,005)
                                                           -----------  ----------  ----------
      Net cash provided by (used in) investing
      activities                                            (33,865)     (15,071)     82,797
                                                           -----------  ----------  ----------

Cash Flows from Financing Activities
    Proceeds from notes payable                               4,547        5,221       2,346
    Payments of notes payable                                (9,459)      (4,212)     (4,266)
    Payments of long-term debt                               (1,026)      (2,004)       (310)
    Borrowing of cash surrender values                        2,436          826        2,023
    Surrender of insurance contracts                           -             -           317
    Payments of dividends                                    (7,470)      (7,572)     (7,827)
    Purchases of treasury stock                              (4,360)          (3)   (105,963)
    Proceeds from exercise of stock options                     463          -         1,200
                                                           -----------  ----------  ----------
      Net cash used in financing activities                 (14,869)      (7,427)   (112,797)
                                                           -----------  ----------  ----------

Effect of Exchange Rate Changes on Cash
and Cash Equivalents                                         (4,108)      (5,141)     (2,268)
                                                           -----------  ----------  ----------

Net Increase (Decrease) in Cash and Cash Equivalents        (12,316)      12,332       2,675

Cash and Cash Equivalents at Beginning of Year               32,146       19,814      17,139
                                                           -----------  ----------  ----------
Cash and Cash Equivalents at End of Year                   $ 19,830     $ 32,146    $ 19,814
                                                           -----------  ----------  ----------

The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>

<TABLE>

<CAPTION>
Consolidated Statements of Stockholders' Equity
NCH Corporation and Subsidiaries
(In Thousands Except Per Share Data)
                                                                                                                  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, 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)        2,714     501,146        (42,389)    212,762
                            --------   ---------  --------   ---------    ----------   ---------   -------------  ---------
Comprehensive income:
Net income                                                                               27,501                      27,501
Foreign currency
translation adjustment                                                                                  (6,969)     (6,969)
Unrealized gains on
investments                                                                                                658          658
                                                                                                                  ---------
Comprehensive income                                                                                                 21,190
                                                                                                                  ---------

Cash dividends on common
stock, $1.05 per share                                                                   (5,577)                     (5,577)
Dividend declared, but
not paid, $.35 per share                                                                 (1,858)                     (1,858)
Treasury stock acquired                   (111)                (4,360)                                               (4,360)
Treasury stock issued
under stock plans                           10                   446            60                                      506
                            --------   ---------  --------   ---------    ----------   ---------   -------------  ---------
Balance, April 30, 2001      11,769     (6,462)   $11,769    $(274,392)    $12,774     $521,212        $(48,700)  $ 222,663
                            --------   ---------  --------   ---------    ----------   ---------   -------------  ---------

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, 2001, 2000, 1999


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, and plumbing
parts. 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 accounting  principles  generally  accepted in the
United States of America  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, plant and equipment, 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 estimated 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.  The carrying value of property,  plant and
equipment is periodically  evaluated using undiscounted future cash flows as the
basis of determining  if impairment  exists under the provisions of Statement of
Financial  Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". To the extent
impairment is indicated to exist,  an impairment  loss will be recognized  under
SFAS No. 121 based on fair value.

     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  $4.6  million in 2001,  $5.1  million in 2000 and $5.3 million in
1999.

     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.  For the impact of the fair value of employee  stock  options
granted  during fiscal years 1996 through 2001,  see footnote 8, "Capital  Stock
and Options".

     Revenue  recognition - Sales are recognized  upon shipment of products when
title transfers to customers.  In September 2000, the Emerging Issues Task Force
(EITF) of the Financial Accounting Standards Board issued EITF 00-10, Accounting
for  Shipping and Handling  Fees and Costs,  stating that all amounts  billed to
customers in a sale transaction  related to shipping and handling be reported as
revenue. The Company had previously netted freight cost recovery against freight
expenses in marketing and administrative expenses. For fiscal year 2001, freight
costs  billed to  customers  are  included in net sales with the actual  freight
costs being  charged to cost of sales.  All prior  periods have been restated to
conform to this presentation.  This change has no effect on the dollar amount of
the Company's operating income or net income.

<PAGE>


     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.

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


<PAGE>

2.    Consolidated International Subsidiaries

     At April 30, 2001 and 2000, the parent Company's investment in consolidated
international subsidiaries amounted to $47,994,000 and $48,589,000.  The current
year  consolidated  financial  statements  include  international  subsidiaries'
assets of $116,812,000, liabilities of $46,972,000 and net income of $4,920,000,
after  allocation  of corporate  expenses and excluding  intercompany  sales and
profits.  For the prior year,  these  subsidiaries  had 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.


3.    Income Taxes

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

<CAPTION>

                              Years Ended April 30,
                                -----------------------------------------------
                                     2001            2000              1999
                                ------------    -------------     -------------
<S>                              <C>             <C>               <C>

U.S. Federal      Current           $  6,845      $    (4,632)        $   8,408
                  Deferred               984            3,361            (2,695)

Foreign           Current              9,552           10,314            11,935
                  Deferred               165             (739)             (457)

State                                    823            1,489             1,598
                                 ------------    -------------     -------------
                                   $  18,369        $   9,793        $   18,789
                                 ============    =============     =============
</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>

                                                      2001               2000
                                                    ------------      ------------
<S>                                                  <C>              <C>
Deferred tax assets:

       Allowance for doubtful accounts                $   3,387        $    3,154
       Inventory related                                  4,498             4,535
       Insurance related                                  5,696             6,076
       Accrued expenses                                   5,042             5,881
       Retirement and deferred compensation plans        37,934            38,130
       Foreign tax credit carryforward                    2,575                 -
       Foreign net operating loss carryforwards           2,602             3,058
       Valuation allowance                               (5,177)           (3,058)
                                                    ------------      ------------
                                                         56,557            57,776
                                                    ------------      ------------

Deferred tax liabilities:

       Depreciation                                       4,679             4,553
       Other                                              2,976             2,818
                                                    ------------      ------------
                                                          7,655             7,371
                                                    ------------      ------------
Net deferred tax asset                               $   48,902        $   50,405
                                                  ==============     =============
</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,
                                      --------------------------------------
                                        2001            2000          1999
                                      ----------      --------      --------
<S>                                   <C>             <C>           <C>
U.S statutory rate                        35.0%         35.0%         35.0%
Tax exempt interest                       (0.1)         (0.1)         (0.2)
Other                                     (0.8)         (0.2)          1.2
Effect of international operations         2.7          (3.3)          7.1
Effect of state income taxes               1.1           3.4           2.5
                                      ----------      --------      --------
Effective tax rate                        37.9%         34.8%         45.6%
                                      ==========      ========      ========

</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
$7,226,000,  which will  expire  between  2002 and 2007 and net  operating  loss
carryforwards totaling approximately $334,000 which have no expiration date. The
accumulated undistributed earnings of international subsidiaries not included in
the  consolidated  U.S.  federal income tax return  approximated  $67,187,000 at
April 30, 2001, $76,053,000 at April 30, 2000 and $78,157,000 at April 30, 1999.
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  $38,705,000 in 2001,  $14,985,000 in 2000, and  $19,967,000 in
1999.  Income from  foreign  operations  before  income taxes for the same three
years was $9,793,000, $13,182,000, and $21,218,000, respectively. For 2001, 2000
and 1999, worldwide income tax payments amounted to $13,152,000, $21,841,000 and
$19,955,000, respectively.

<PAGE>


4.    Inventories

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

                                           2001              2000
                                       ------------      ------------
            <S>                        <C>                <C>
            Raw materials                $  14,561         $  16,137
            Finished goods                  66,634            67,402
            Sales supplies                   1,275             1,452
                                       ------------      ------------
                                         $  82,470         $  84,991
                                       ============      ============
</TABLE>


5.    Property, Plant and Equipment

      Property, plant and equipment at April 30 consists of the following (in
thousands of dollars):
<TABLE>
<CAPTION>
                                            2001             2000
                                       ------------      ------------
            <S>                        <C>                <C>
            Land                         $   7,989         $  12,035
            Buildings                       74,609            75,927
            Equipment                      100,956           101,117
                                       ------------      ------------
                                         $ 183,554        $  189,079
                                       ============      ============
</TABLE>

     Depreciation charged to income from continuing  operations was $10,145,000,
$11,919,000 and $12,481,000 for each of the years ended April 30, 2001, 2000 and
1999,  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>
                                                        2001            2000
                                                    ------------    ------------
            <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).                                $ 11,177        $  16,913

    Note issued to individual in connection with
       purchase of business                                  -             1,071

Borrowed by international companies                         25                36
                                                    ------------    ------------
                                                        11,202            18,020

       Less current maturities                           6,210             5,971
                                                    ------------    ------------
Long-term debt, less current maturities                $ 4,992         $  12,049
                                                    ============     ===========
</TABLE>


Scheduled maturities of long-term debt for the years following April 30, 2001,
are as follows:

                  2002            $  6,210,000
                  2003               4,992,000
                                  --------------
                  Total           $ 11,202,000
                                  ==============

<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
$5,582,000,  $7,430,000 and  $8,872,000 in the years ended April 30, 2001,  2000
and 1999, 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):
<TABLE>
<CAPTION>
                                                   2001        2000        1999
                                                --------    --------    --------
<S>                                             <C>         <C>         <C>
Service cost - benefits earned during the        $  (43)     $  (103)    $   179
year.
Interest cost on accumulated postretirement
benefit obligation                                  306          292         262
Net amortization of prior service cost              176          176         176
                                                --------    --------    --------
Net postretirement benefit expense               $  439       $  365     $   617
                                                ========    ========    ========
</TABLE>


The reconciliation of changes in the benefit obligation is as follows (in
thousands of dollars):
<TABLE>
<CAPTION>
                                                        2001        2000
                                                      --------    --------
<S>                                                   <C>         <C>
Postretirement benefit obligation, beginning
      of period                                       $ 3,931      $ 3,848
   Service cost                                           (43)        (103)
   Interest cost                                          306          292
   Benefits paid                                         (132)        (106)
                                                      --------    --------
Postretirement benefit obligation, year-end           $ 4,062      $ 3,931
                                                      ========    =========
</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>
                                                        2001        2000
                                                      --------    --------
<S>                                                   <C>         <C>
Accumulated postretirement benefit obligation         $ 4,062     $ 3,931
Unrecognized prior service cost                          (411)       (587)
                                                      --------    --------
Accrued postretirement benefit liability              $ 3,651     $ 3,344
                                                      ========    =========
</TABLE>

     Measurement of the accumulated  postretirement  benefit obligation is based
on a 7% assumed discount rate for 2001 and 2000.

     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  19,  2001,  the  directors  of the  Company  declared  a  regular
quarterly  cash  dividend of $.35 per share of Common  Stock to be paid June 15,
2001, to shareholders of record June 1, 2001.

     At April 30, 2001, 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):

<TABLE>
<CAPTION>

                                    2001          2000           1999
                                -----------   ------------   ------------
      <S>                       <C>           <C>            <C>
Net Income
     As Reported                $ 27,501      $  17,033      $  24,361
     Pro Forma                  $ 27,209      $  16,788      $  24,188

Earnings per share
     As Reported
         Basic                  $   5.16       $   3.15       $   4.27
         Diluted                $   5.16       $   3.15       $   4.25

     Pro Forma
         Basic                  $   5.11       $   3.10       $   4.24
         Diluted                $   5.10       $   3.10       $   4.22

</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, 2001,  2000 and 1999,  521,000,  531,000 and 531,000 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>
                                2001         2000         1999
                               ---------     --------     --------
      <S>                       <C>           <C>            <C>
Annual dividend yield             3.7%         3.1%         2.7%

Expected volatility              24.5%        22.0%        20.8%

Risk-free interest rates          5.2%         6.3%         4.5%

Expected lives (years)            5            5             5

</TABLE>

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

<PAGE>


     A summary of the status of the Company's  stock option plan as of April 30,
2001,  2000,  and 1999,  and  changes  during the years  ended on those dates is
presented below:

<TABLE>
<CAPTION>
                      (In Thousands Except Per Share Data)
                              Years Ended April 30,
                           ------------------------------------------------------------------------
                                    2001                     2000                     1999
                           ----------------------    ---------------------    ---------------------

                                        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                 402     $ 52.46          317     $ 56.54          227     $ 58.97

Granted                         150       38.00          134       45.00          125       52.25

Exercised                       (10)      46.13            -           -          (21)      55.87

Canceled or expired             (58)      54.61          (49)      58.62          (14)      58.85
                           ----------   ---------    ---------   ---------    ---------   ---------
Outstanding at end
         of period              484     $ 47.88          402     $ 52.46          317     $ 56.54
                           ==========   =========    =========   =========    =========   =========
Options exercisable
      at year-end               215     $ 55.20          169     $ 57.15          117     $ 58.44
                           ==========   =========    =========   =========    =========   =========
</TABLE>

<PAGE>


     The following table summarizes  information about stock options outstanding
as of April 30, 2001 (in thousands except per share data):

<TABLE>
<CAPTION>
                                   Number of    Number of     Average     Average
                                   Options      Options      Price Per   Remaining
                                  Outstanding  Exercisable     Share        Life
                                  -----------  -----------  ----------  ----------
<S>                                <C>           <C>         <C>         <C>
Range of option exercise prices:
$38.00 - $45.00                      268            34       $41.10      4.5 years
$52.25 - $62.50                      216           181       $56.33      2.3 years

</TABLE>


     The  weighted   average  fair  value  of  options,   calculated  using  the
Black-Scholes  option  pricing  model,  granted during the years ended April 30,
2001,  2000 and 1999 was $2.54,  $3.89,  and $4.15,  respectively.  At April 30,
2001, 2000 and 1999,  19,000 shares of Treasury Stock were reserved for issuance
to employees under a stock participation plan.

<PAGE>


9.       Comprehensive Income

Accumulated other comprehensive loss consists of the following (in thousands of
dollars):
<TABLE>
<CAPTION>
                                              2001        2000           1999
                                            ----------  ----------    ----------
<S>                                          <C>         <C>          <C>
Unrealized gain on available-for-sale       $     806    $     148     $     13
securities
Foreign currency translation adjustment       (49,506)     (42,537)     (36,292)
                                            ----------  ----------    ----------
Accumulated other comprehensive loss        $ (48,700)   $ (42,389)    $(36,279)

</TABLE>

     A summary of the  components  of other  comprehensive  income for the years
ended April 30, 2001, 2000 and 1999 is as follows (in thousands of dollars):

<TABLE>
<CAPTION>


                                             Before-Tax       Income         After-Tax
                                              Amount           Tax            Amount
                                            ----------      ----------      -----------
<S>                                          <C>             <C>             <C>
2001
Unrealized gain on available-for-sale        $  1,012         $ (354)          $    658
securities
Net foreign currency translation               (6,969)           -               (6,969)
                                            ----------      ----------      -----------
Other comprehensive income                   $ (5,957)        $ (354)          $ (6,311)
                                            ==========      ==========      ===========

2000
Unrealized gain on available-for-sale         $  208         $   (73)          $    135
securities
Net foreign currency translation               (6,245)             -             (6,245)
                                            ----------      ----------      -----------
Other comprehensive income                   $ (6,037)       $   (73)          $ (6,110)
                                            ==========      ==========      ===========

1999
Unrealized loss on available-for-sale        $   (151)        $   53           $    (98)
securities
Net foreign currency translation
                                               (2,506)           -               (2,506)

                                            ----------      ----------      -----------
Other comprehensive income                   $ (2,657)        $    53        $   (2,604)
                                            ==========      ==========      ===========
</TABLE>

<PAGE>


 10.     Interest Costs

     During the years  ended  April 30,  2001,  2000 and 1999,  interest  costs,
including  interest  expense  on  non-funded  retirement  plans,   amounting  to
$6,682,000, $5,557,000 and $4,790,000,  respectively, were expensed as incurred.
For  the  same  periods,  interest  payments  were  $5,293,000,  $4,087,000  and
$3,664,000, respectively.



11.      Leases

     At April  30,  2001,  the  Company  and its  subsidiaries  had a number  of
noncancellable  leases  for  various  office  and  warehouse  facilities.  These
agreements  expire at various times through 2006 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 2001, 2000
and 1999 (including  operating leases on data processing  equipment,  trucks and
trailers,  and office equipment) was approximately  $9,914,000,  $10,608,000 and
$11,382,000,  respectively.  The minimum  aggregate  rentals  under the terms of
noncancellable operating leases for future years are:

                2002          $ 7,355,000
                2003            5,201,000
                2004            3,602,000
                2005            2,573,000
                2006            1,340,000
         Thereafter             1,884,000



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,  2001 and 2000,  the  Company  had  standby  letters of credit
outstanding  totaling $4,621,000 and $4,823,000,  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  prior  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
was  included in  marketing  and  administrative  expenses  on the  Consolidated
Statements  of Income  for fiscal  year 2000.  In the prior  year,  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 a ten year
term. The premium for this policy was $18.6  million,  of which $1.7 million was
paid in the prior year.  The balance was funded in a non-cash  transaction  by a
note payable to be paid quarterly  through fiscal year 2003.  During the current
year,  the Company made  payments of $6.9  million,  including  interest of $1.1
million.

     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  $21 million of past costs plus future
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.  The
Company and other defendants, as Third Party Plaintiffs, have sued approximately
20 additional  companies and individuals for  contribution in this case. 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
which consist of Government  Bonds,  Treasury Notes and Bills as of April 30 (in
thousands of dollars):

<TABLE>
<CAPTION>

<S>                             <C>
2001
---------
Cost                            $     67,442
Gross Unrealized Gains                 1,240
                                ------------
Estimated Fair Value            $     68,682
                                ============

2000
---------
Cost                            $     20,201
Gross Unrealized Gains                   228
                                ------------
Estimated Fair Value            $     20,429
                                ============

</TABLE>


     The  contractual  maturities of all the marketable  securities at estimated
fair value as of April 30, 2001 are in fiscal year 2002.


<PAGE>


16.   Discontinued Operations


     During the third  quarter of the current year,  the Company  closed the DBS
Services Group due to the weakness in the direct broadcast  satellite  equipment
market and to  increased  competition.  Operations  for this  segment  ceased in
January 2001.  The  remaining net assets at April 30, 2001 consist  primarily of
receivables  and accrued  closing  costs.  The assets have been  written down to
their  estimated net  realizable  values,  and expenses have been  estimated and
accrued  through the  estimated  closing  date.  These items are  expected to be
liquidated  during the first  quarter of fiscal  year 2002.  These  charges  are
included in the loss on disposition of discontinued operations, net of taxes and
are  partially  offset by  income of $1.5  million,  net of income  taxes,  that
resulted  from  additional  payments for  inventory  that was  transferred  on a
contingency basis at the time of sale of Resource Electronics, Inc.

     In the second quarter of the prior year, the Company sold substantially all
the net assets of Resource  Electronics Inc., a subsidiary of the Company.  This
sale  closed on  November  11,  1999.  The net assets  that were sold  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 financial position,  operating results,  and cash flows of DBS Services
Group and Resource Electronics are shown separately as discontinued operations.

     Net sales of DBS Services  Group for the years ended April 30, 2001,  2000,
and 1999, were $9,682,000,  $21,038,000, and $16,530,000,  respectively.  As DBS
Services Group was closed in January 2001, the above amount for fiscal year 2001
represents   approximately   seven  months  of  sales.  Net  sales  of  Resource
Electronics for the years ended April 30, 2000, and 1999, were $32,493,000,  and
$63,468,000,  respectively.  As  Resource  Electronics  was  sold in the  second
quarter of the prior  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>
                                      2001              2000             1999
                                  --------------  -----------------  --------------
<S>                               <C>              <C>                <C>
Income (Loss) from Discontinued
     Operations before taxes          $ (1,531)            $ 3,342        $  3,084
Income Taxes                               525              (1,374)         (1,119)
                                  --------------  -----------------  --------------
Income (Loss) from Discontinued
     Operations                      $  (1,006)            $ 1,968        $  1,965
                                  ==============  =================  ==============

Loss on Disposition of
     Discontinued Operations
     before taxes                     $ (2,495)          $  (5,091)         $    -
Income Taxes                               873               1,782               -
                                  --------------  -----------------  --------------
Loss on Disposition of
     Discontinued Operations          $ (1,622)          $  (3,309)         $    -
                                  ==============  =================  ==============

Per share - basic and diluted
     Income (Loss) from
        Discontinued Operations       $  (0.19)           $   0.36         $  0.34
     Loss on Disposition of
        Discontinued Operations          (0.30)              (0.61)              -
                                  --------------  -----------------  --------------
Total from Discontinued
     Operations                       $  (0.49)          $   (0.25)        $  0.34
                                  ==============  =================  ==============

</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 five segments:
Chemical Specialties Group, Plumbing Products Group, Partsmaster Group, Landmark
Direct, and Other Product Lines. Chemical Specialties Group 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 Plumbing Products 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 products  used by
schools,    colleges   and   professional   athletic   trainers.   The   segment
classifications  shown  below  have been  realigned  to  reflect  changes in the
Company's decision making structure.  Compared to the prior year's presentation,
the  operating  results  of  certain  chemical   specialty  products  have  been
reclassified to Chemical  Specialties Group from Other Product Lines.  Also, the
previous  year-end  disclosures  included the DBS Services  Group,  which is now
included as a discontinued operation.  Fiscal 2000 and 1999 information has been
restated to conform to the current segment classifications.  Other Product Lines
shown  below  includes  only the results of N-E Thing  Supply  which was sold on
September 30, 2000.


     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 Profit                 Amortization
                       ---------------------------------  ------------------------------  ----------------------------
                            Years Ended April 30,             Years Ended April 30,          Years Ended April 30,
                       ---------------------------------  ------------------------------  ----------------------------
                          2001       2000       1999        2001      2000      1999        2001     2000      1999
                       ---------------------------------  ------------------------------  ----------------------------
<S>                    <C>         <C>        <C>         <C>        <C>        <C>       <C>        <C>       <C>
Chemical Specialties
   Group                $ 429,026  $ 449,237  $ 458,481    $ 32,319  $ 16,908  $ 34,717    $ 8,188   $ 8,846  $ 8,933
Plumbing Products Group   113,946    122,031    121,928       5,609     7,690     2,754      2,202     2,557    2,715
Partsmaster Group          78,118     87,954     87,384       6,597    10,973     8,378      1,118     1,421    1,356
Landmark Direct            43,959     37,226     30,010        (541)      519     1,193        442       424      375
Other Product Lines        14,669     29,542     27,550         (28)      833       848        168       542      378
                       ---------------------------------  ------------------------------  ----------------------------
Total                   $ 679,718  $ 725,990  $ 725,353    $ 43,956  $ 36,923  $ 47,890    $ 12,118  $ 13,790  $13,757
                       =================================  ==============================  ============================

</TABLE>


<TABLE>
<CAPTION>


                             Capital Expenditures                   Total Assets
                       ---------------------------------  ------------------------------
                            Years Ended April 30,                As of April 30,
                       ---------------------------------  ------------------------------
                          2001       2000       1999        2001      2000      1999
                       ---------------------------------  ------------------------------
<S>                     <C>         <C>        <C>         <C>       <C>        <C>
Chemical Specialties
Group                    $  7,284   $  6,122   $  9,078    $239,907  $257,662   $266,970
Plumbing Products Group       934      1,174      1,741      67,905    72,198     75,029
Partsmaster Group           1,506        938        886      24,964    27,700     29,736
Landmark Direct               819        372        403      11,721    10,375      9,143
Other Product Lines             -        152        402           -    10,376     14,308
                       ---------------------------------  ------------------------------
Total                    $ 10,543   $  8,758  $  12,510    $344,497  $378,311   $395,186
                       =================================  ==============================
</TABLE>


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

<PAGE>


     A reconciliation of the segment  information to the consolidated  financial
statements is as follows:
<TABLE>
<CAPTION>

                                              Years Ended April 30,
                                      ---------------------------------------
                                          2001         2000         1999
                                      ---------------------------------------
<S>                                   <C>            <C>          <C>
Total segment operating profit          $  43,956    $  36,923    $  47,890
Unallocated Corporate expenses             (3,092)      (2,559)      (2,469)
Revaluation of foreign currencies            (756)      (2,651)      (1,515)
Interest income                             4,496        2,011        2,069
Interest expense                           (6,682)      (5,557)      (4,790)
Gain on sale of net subsidiary assets       7,461            -            -
Gain on sale of land                        3,115            -            -
                                      ---------------------------------------
Income from Continuing Operations
before Income Taxes                     $  48,498    $  28,167    $  41,185
                                      =======================================
</TABLE>


<TABLE>
<CAPTION>
                                                 As of April 30,
                                      ---------------------------------------
                                          2001         2000         1999
                                      ---------------------------------------
<S>                                   <C>            <C>          <C>
Total segment assets                    $  344,497   $  378,311   $  395,186
Net assets of discontinued operations        1,882       12,939       21,319
Unallocated assets:
   Marketable securities                    68,682       20,429        3,187
   Other Corporate assets                   10,443       15,470       10,050
                                      ---------------------------------------
Consolidated total assets               $  425,504   $  427,149   $  429,742
                                      =======================================

</TABLE>

Geographic information is as follows:

<TABLE>
<CAPTION>
                                       Net Sales                          Long-lived Assets
                          -------------------------------------    ---------------------------------
                                 Years Ended April 30,                     As of April 30,
                          -------------------------------------    ---------------------------------
                             2001         2000        1999            2001       2000       1999
                          -------------------------------------    ---------------------------------
<S>                        <C>          <C>         <C>             <C>        <C>        <C>
United States               $ 407,197   $  420,234  $  394,087       $ 44,044  $  44,842  $  48,969
Europe                        195,960      232,895     257,735         12,820     18,128     18,046
Pacific & Far East             29,044       28,192      25,743          2,092      2,377      2,398
Latin America & Canada         47,517       44,669      47,788          4,254      4,711      6,668
                          -------------------------------------    ---------------------------------
Total                       $ 679,718   $  725,990  $  725,353       $ 63,210  $  70,058  $  76,081
                          =====================================    =================================

</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, 2001, 2000, and 1999 (shares in
thousands):
<TABLE>
<CAPTION>
                                                             2001         2000         1999
                                                          ---------    ---------    ---------
<S>                                                       <C>           <C>         <C>
Basic earnings per share                                   $  5.16      $  3.15       $4.27
                                                          =========    =========    =========

Average shares outstanding - basic                           5,327        5,408       5,708
Potential shares exercisable under stock option plan            50          134         220
Less:  shares potentially repurchased under treasury
stock method                                                   (46)        (129)       (200)
                                                          ---------    ---------    ---------
Adjusted average shares outstanding - diluted                5,331        5,413       5,728
                                                          =========    =========    =========
Diluted earnings per share                                 $  5.16      $  3.15      $ 4.25
</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, 2001,  2000, and 1999,  options totaling
335,000, 268,000 and 97,000,  respectively,  were excluded as their effect would
have been antidilutive.


<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,  2001 and 2000,  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, 2001. 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, 2001 and 2000, and the results of
their  operations  and their cash flows for each of the years in the  three-year
period ended April 30, 2001, in conformity with accounting  principles generally
accepted in the United States of America.


Dallas, Texas
May 30, 2001

<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>

<TABLE>
<CAPTION>
Selected Unaudited Quarterly Data
(In Thousands Except Per Share Data)

Years Ended April 30,


                                                                                 Quarter
                                                        -----------------------------------------------------------
2001                                                       First           Second          Third          Fourth
----                                                    -----------     -----------     -----------     -----------
<S>                                                     <C>             <C>             <C>             <C>
Net Sales                                                $ 180,757       $ 173,650       $ 163,781       $ 161,530
Operating Income                                            12,304          14,560           9,195           4,805
Income from Continuing Operations                            8,860          11,272           7,709           2,288
Net Income                                                   9,073          10,210           4,405           3,813
Earnings Per Share from Continuing Operations
      Basic                                                  $1.65           $2.12           $1.45           $0.43
      Diluted                                                $1.65           $2.12           $1.45           $0.43
Earnings Per Share - Net Income
      Basic                                                  $1.69           $1.92           $0.83           $0.72
      Diluted                                                $1.69           $1.92           $0.83           $0.72

2000
----
Net Sales                                                $ 183,952       $ 179,940       $ 182,874       $ 179,224
Operating Income (Loss)                                     11,205          12,822          13,891          (3,554)
Income (Loss) from Continuing Operations                     5,650           6,988           8,226          (2,490)
Net Income (Loss)                                            6,261           3,916           8,678          (1,822)
Earnings (Loss) Per Share from Continuing Operations
      Basic                                                  $1.04           $1.29           $1.52          ($0.46)
      Diluted                                                $1.04           $1.29           $1.52          ($0.46)
Earnings (Loss) Per Share - Net Income
      Basic                                                  $1.16           $0.72           $1.60          ($0.34)
      Diluted                                                $1.16           $0.72           $1.60          ($0.34)

</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  prior  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 for fiscal year 2000.

<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, 2001,  amounted
to $7.5  million  compared to $7.6 million and $7.8 million in fiscal years 2000
and 1999,  respectively.  On April 19,  2001,  a dividend  of $.35 per share was
declared,  payable June 15, 2001. 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
              --------------------------------------   -------------------------------
                    2001                2000              Declared          Paid
              ------------------  ------------------   ---------------  --------------
Quarter        High       Low      High       Low       2001    2000    2001    2000
<S>           <C>        <C>      <C>        <C>       <C>      <C>     <C>     <C>

First           44.88     34.00     56.25     49.00     $ .35   $ .35   $ .35   $ .35
Second          39.56     32.38     50.56     44.25     $ .35   $ .35   $ .35   $ .35
Third           45.13     35.25     48.25     42.44     $ .35       -   $ .35   $ .35
Fourth          57.10     44.56     47.00     39.00     $ .35   $ .70   $ .35   $ .35

</TABLE>

     As of June 1,  2001,  there  were 430  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 1,800 investors.

<PAGE>


                            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 26, 2001


     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 26th day of July, 2001, at 10:00 a.m., Central
Daylight Time, for the following purposes:

      1. To elect three Class I directors of NCH to hold office until the next
annual election of Class I 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, 2002.

      3.    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 Friday,  June 1,
2001, 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, 2001


<PAGE>


                                     [LOGO]



                            2727 Chemsearch Boulevard
                               Irving, Texas 75062

                                 PROXY STATEMENT
                                       For
                         ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held on July 26, 2001

                              Dated: June 27, 2001

                   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 26, 2001 (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 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,  as amended,  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>


     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, 2001.

     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, 2001. On that date there
were  5,307,330  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

     NCH's Board consists of ten members,  divided into three  classes:  Class I
(three directors),  Class II (three directors),  and Class III (four directors).
Only the Class I positions are due for  nomination  and election at the Meeting.
The Class II and Class III positions  will be due for nomination and election at
the annual meetings of stockholders to be held in 2002 and 2003, respectively.

<PAGE>


     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 Rawles Fulgham, Robert M. Levy, and Lester A. Levy, Jr. as the Class
I directors.  Rawles Fulgham,  Robert M. Levy, and Lester A. Levy, Jr. 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.  All
of the aforementioned nominees are presently directors of NCH.

     Walter M. Levy and Lester A. Levy,  Jr.  are  brothers.  Robert M. Levy and
John I. Levy are brothers and Irvin L. Levy is their father.  Walter M. Levy and
Lester A. Levy, Jr. are first cousins of Robert M. Levy and John I. Levy.  Irvin
L. Levy is an uncle of Walter M. Levy and Lester A. Levy, Jr. Mr.  Blumenthal is
a first cousin of Irvin L. 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 and Nominees

     Rawles Fulgham,  73, 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.

     Robert M. Levy,  42, has been a director of NCH since July 2000.  He 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.  Mr. Levy is an Executive  Vice  President of NCH and an
officer and/or director of several of NCH's subsidiaries.  He is a member of the
Executive Committee.

     Lester A. Levy,  Jr.,  40, has been a director  of NCH since July 2000.  He
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 Executive  Vice  President of NCH and an officer  and/or
director  of  several  of NCH's  subsidiaries.  He is a member of the  Executive
Committee.

     If  any  of  the  above  nominees  for  Class  I  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.

<PAGE>


                               Class II Directors

     Robert L. Blumenthal, 70, 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.,  77, 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 Riviana  Foods,  Inc. He is a
member of the Audit Committee and the Compensation Committee.

     John I. Levy, 39, has been a director of NCH since July 2000. He 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 an Executive  Vice  President of NCH and an officer  and/or
director  of  several  of NCH's  subsidiaries.  He is a member of the  Executive
Committee.

                               Class III Directors

     Jerrold  M.  Trim,  64,  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,  72, 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.  Mr. Levy also serves as
Chairman of the Board of Directors of NCH.

     Walter M. Levy,  46, has been a director of NCH since July 2000.  He 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.
Mr. Levy is an Executive Vice President of NCH and an officer and/or director of
several of NCH's subsidiaries. He is a member of the Executive Committee.



<PAGE>


     Ronald G. Steinhart, 61, has been a director of NCH since July 2000. He has
held several  executive  level  positions with various  business  organizations,
including   Interfirst   Corporation,   Team  Bancshares,   Inc.  and  Bank  One
Corporation.  From 1995 through 1996, he served as Chairman and Chief  Executive
Officer of Bank One, Texas. In December 1996, he was elected  Chairman and Chief
Executive Officer,  Commercial Banking Group, of Bank One Corporation,  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,  and MFS/Sun Life Series Trust,  a group of mutual funds.  He
also serves on the Board of Managers of Compass  Variable  Accounts,  a group of
mutual  funds.  Mr.  Steinhart  is a director  of United Auto  Group,  Inc.  and
Carriker Corporation. He is a member of the Audit Committee and the Compensation
Committee.

Meeting Attendance and Committees of the Board

     NCH has audit,  compensation,  and executive committees of the Board, whose
members are noted above. NCH also has a stock option  committee,  the members of
which are Lester A. Levy,  Milton P. Levy,  Jr.,  and Irvin L. Levy.  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 30 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. See "Audit Committee Report" on page 12.

      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.

               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.



<PAGE>


Report on Executive Compensation

Responsibility for Executive Compensation

     The  Compensation  Committee  of NCH has  the  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.

*                 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.


<PAGE>


Report of the  Compensation  Committee on Compensation  for the Members of the
Executive Committee

     As stated above, the Compensation Committee is responsible for recommending
to the Board of  Directors  the  compensation  program  for the  members  of the
Executive  Committee.  NCH's current compensation program for the members of the
Executive  Committee  consists of base  salary  determined  by the  Compensation
Committee and stock option grants determined by the Stock Option Committee.

     The Compensation  Committee's  determinations for fiscal 2001 regarding the
appropriate  level  of base  salary  were  guided  by the  contributions  of the
individual  members  of the  Executive  Committee,  as well as the  Compensation
Committee's  assessment  of the  increasingly  competitive  demand for executive
talent, the Company's overall  performance,  and the Company's future objectives
and challenges.  Although no formula or preset goal was used in setting the base
salary,  performance  in sales and earnings was  considered,  in addition to the
foregoing factors.  The Compensation  Committee also considered the compensation
practices and performance of other companies that resemble NCH in terms of lines
of business, size, scope, and complexity.

     Base salary payments for 2001 were made to compensate  ongoing  performance
throughout  the year.  The  Compensation  Committee's  decisions  concerning the
specific 2001  compensation  for individual  members of the Executive  Committee
were made within this broad  framework  and in light of each  member's  level of
responsibility,  performance, prior salary and other compensation awards. In all
cases  the   Compensation   Committee's   specific   decisions   involving  2001
compensation  were ultimately based upon the Compensation  Committee's  judgment
about the individual's performance and potential future contributions, and about
whether  each  particular  payment  would  provide  an  appropriate  reward  and
incentive  for the  executive  to sustain and enhance  the  Company's  long term
performance.

     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 provided a formula for determining the amounts of annual
bonuses to be paid to each  member of the  Executive  Committee.  Bonus  amounts
depended 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 increased over
its net income before  accrual for any bonus for the preceding  fiscal year. The
Bonus Plan was eliminated effective as of October 30, 2000; therefore,  no bonus
was  payable  for fiscal  2001.  Although  no bonus plan was in place for fiscal
2001, the  Compensation  Committee may decide to implement a bonus plan or other
incentive  compensation  for the Office of the  Executive  Committee  for future
fiscal years.


<PAGE>


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.


Compensation Committee                    Stock Option Committee
Rawles Fulgham                            Irvin L. Levy
Jerrold M. Trim                           Lester A. Levy
Thomas B. Walker, Jr.                     Milton P. Levy, Jr.
Ronald Steinhart

Executive Committee
Irvin L. Levy
Lester A. Levy, Jr.
Robert M. Levy
Walter M. Levy
John I. Levy

     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

     Irvin L. Levy,  Lester A. Levy,  Jr.,  Robert M.  Levy,  John I. Levy,  and
Walter  M.  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. Irvin L. Levy, Milton P. Levy, Jr., and
Lester A. Levy are members 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. All of the aforementioned persons, with the exception of
Milton P. Levy, Jr. and Lester A. Levy, are executive  officers and employees of
NCH.  Milton P.  Levy,  Jr.  and  Lester A. Levy  were  executive  officers  and
employees of NCH prior to July 27, 2000.

     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,
Thomas B. Walker, Jr., and Ronald Steinhart.



<PAGE>


Executive Compensation

     The following table summarizes the compensation  paid to Mr. Irvin L. Levy,
who, as President and Chairman of the Board,  acts in a capacity  similar to the
chief  executive  officer of NCH,  and to Lester A. Levy,  Jr.,  Robert M. Levy,
Walter M. Levy, and John I. Levy, NCH's four most highly  compensated  executive
officers other than Irvin L. Levy, for services  rendered in their capacities as
executive officers of NCH during the fiscal years ended April 30, 2001, 2000 and
1999.


                           SUMMARY COMPENSATION TABLE

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

Irvin L. Levy, President and  2001      $935,328       --             $4,400
Chairman of the Board         2000       916,505       --              4,200
                              1999       913,106       --              4,000

Robert M. Levy (4),           2001      $421,825       --             $3,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --

Lester A. Levy, Jr. (4),      2001     $422,616        --             $4,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --

John I. Levy (4),             2001     $424,778        --             $4,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --

Walter M. Levy (4),           2001     $427,908        --             $4,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --
--------------------

(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.

(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.

(4) Robert M. Levy,  Lester A. Levy,  Jr., John I. Levy and Walter M. Levy each
 became an executive officer of NCH effective May 1, 2000.


<PAGE>
<TABLE>


                          OPTION GRANTS IN LAST FISCAL YEAR

<CAPTION>
                                        Individual Grants
                    -----------------------------------------------------------
                                                                                 Potential Realizable Value
                                                                                      at Assumed Annual
                     Number of        Percent of                                    Rates of Stock Price
                     Securities       Total Options/                                  Appreciation for
                     Underlying       SARs Granted to   Exercise or                  Option Term ($) (3)
                     Options          Employees in      Base Price   Expiration  --------------------------
Name                 Granted (#)(1)   Fiscal Year (2)   ($/Share)    Date            5%             10%
------------------   --------------  ----------------   -----------  ----------  -----------   ------------
<S>                  <C>             <C>                <C>          <C>         <C>           <C>
Irvin L. Levy           n/a              n/a               n/a          n/a         n/a            n/a

Lester A. Levy, Jr.    13,158            8.8               38         12/18/05     48.50          61.20

Robert Levy            13,158            8.8               38         12/18/05     48.50          61.20

John Levy              13,158            8.8               38         12/18/05     48.50          61.20

Walter Levy            13,158            8.8               38         12/18/05     48.50          61.20
------------------
</TABLE>


(1) These options are first exercisable on 12/18/01.

(2) Based upon a total of 150,000 shares subject to options granted to employees
    under NCH's Stock Option Plan.

(3) In accordance with Securities and Exchange Commission Rules, these columns
    show gains that could accrue for the respective options, assuming that the
    market price of NCH Common Stock appreciates from the date of grant over a
    period of 5 years at an annualized rate of 5% and 10%, respectively. If the
    stock price does not increase above the exercise price at the time of
    exercise, realized value to the named executives from these options will be
    zero.


   Retirement Agreements

     NCH has entered into retirement  agreements allowing retirement at any time
after age 59-1/2  with each of Irvin L. Levy,  Lester A.  Levy,  Jr.,  Robert M.
Levy, Walter M. Levy and John I. Levy that provide for lifetime monthly payments
and  guarantee  120  monthly  payments  beginning  at  death,   retirement,   or
disability.  Payment  under these  agreements  is $550,000 per year for Irvin L.
Levy and $200,000 per year for each of the other  Levys,  subject to  adjustment
each year for  increases  in the  United  States  Consumer  Price  Index for the
preceding year.


<PAGE>


               FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN

     The following graph presents NCH's cumulative stockholder return during the
period  beginning  April 30, 1996, and ending April 30, 2001. 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 (Dexter),
Ecolab Inc., H.B Fuller Company (Fuller), International Specialty Products, Inc.
(International  Specialty),  Lawson Products,  Inc.,  Lilly Industries  (Lilly),
Lubrizol   Corporation,   Nalco  Chemical  Company  (Nalco),   National  Service
Industries,   Inc.,  Petrolite  Corporation   (Petrolite),   Premier  Industrial
Corporation (Premier),  Quaker Chemical Corporation,  Safety-Kleen  Corporation,
Snap-On  Tools   Corporation   and  Strategic   Distribution   Inc.   (Strategic
Distribution).  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.
During  fiscal  year  2001,  Lilly and  Dexter  were each  acquired  by  another
corporation,  and were excluded from the peer group for performance  after 2000.
Due to  these  acquisitions,  Fuller,  International  Specialty,  and  Strategic
Distribution  were  added to the peer  group.  The index that  includes  Fuller,
International  Specialty, and Strategic Distribution is designated below as "New
Peer Group". For comparison purposes, the former index, without these additions,
is included as "Former Peer  Group".  Each index  assumes  $100  invested at the
close of  trading  on April  30,  1996,  and is  calculated  assuming  quarterly
reinvestment of dividends and quarterly weighting by market capitalization.


<TABLE>
<CAPTION>

Data for Fiscal Year Ending April 30,
------------------------------------------------------------------------------
                    1996       1997       1998      1999       2000       2001
------------------------------------------------------------------------------
<S>                 <C>        <C>        <C>       <C>        <C>        <C>
NCH Corp            100        113        116       102          84       112
S&P 500 Index       100        125        177       215         237       206
Former Peer Group   100        125        153       150         123       131
New Peer Group      100        124        155       142         114       124
------------------------------------------------------------------------------
Data source:  S&P Compustat, a division of McGraw-Hill, Inc.

</TABLE>


     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, 2001,  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) NCH's five most highly  compensated
executive  officers (whose  compensation  exceeded $100,000 in fiscal 2001); and
(iv) all  directors and  executive  officers of NCH as a group.  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)                      1,443,857              27.2%
 Lester A. Levy (2)(4)                     1,437,362              27.2%
 John I. Levy (2)(5)                          85,397               1.6%
 Lester A. Levy, Jr. (2)(6)                   39,044                  *
 Robert M. Levy (2)(7)                        70,160               1.3%
 Walter M. Levy (2)(8)                        41,331                  *
 Ronald G. Steinhart                           2,500                  *
 Jerrold M. Trim (9)                               0                  -
 Thomas B. Walker, Jr.                        10,000                  *

 All directors and executive               1,697,035              32.0%
 officers as a group (13 people)

 Dimensional Fund Advisors, Inc. (10)        337,600               6.4%
--------------------

*           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 Irvin L. Levy,  Lester A.  Levy,  Lester A. Levy,
            Jr.,  Robert M. Levy,  Walter M. Levy and John I. 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 and Lester Levy for a family
            trust in the totals  listed  above for each of  Messrs. Irvin  and
            Lester Levy.

(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.

<PAGE>


(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 1,576 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
            15,102 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).

(6)         The  table   includes   options  held  by  Lester  A.  Levy,   Jr.
            exercisable  within 60 days to acquire  15,102  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).

(7)         The table includes options held by Robert M. Levy exercisable within
            60 days to acquire 15,102 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).

(8)         The table includes 1,135 shares held by the wife of Walter M. Levy,
            the beneficial ownership of which Mr. Levy disclaims, and 6,315
            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 15,102 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).

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

(10)        The table sets forth Dimensional Fund Advisors, Inc.'s stockholding
            based on its latest Schedule 13G filed with the SEC as of February
            2, 2001. Dimensional Fund Advisors, Inc. reports its address as 1299
            Ocean Avenue, 11th Floor, Santa Monica, California 90401. It has
            sole dispositive power over 337,600 shares, shared dispositive power
            over 0 shares, sole voting power over 337,600 shares, and shared
            voting power over 0 shares.


                             AUDIT COMMITTEE REPORT

     The  Securities  and Exchange  Commission  rules now require the Company to
include in its proxy  statement a report of the Audit  Committee.  The following
report concerns the Committee's  activities regarding oversight of the Company's
financial reporting and auditing process.

     The Audit  Committee  is  comprised  solely of  independent  directors,  as
defined in the New York Stock  Exchange  rules,  and it operates under a written
charter  adopted by the Board of Directors,  a copy of which is attached to this
proxy  statement  as  Exhibit A. The  composition  of the Audit  Committee,  the
attributes  of  its  members  and  the  responsibilities  of the  Committee,  as
reflected  in its  charter,  are intended to be in  accordance  with  applicable
requirements for corporate audit committees.  The Committee reviews and assesses
the adequacy of its charter on an annual basis.



<PAGE>


     As described more fully in its charter,  the purpose of the Audit Committee
is to assist the Board of  Directors in its general  oversight of the  Company's
financial  reporting,  internal control and audit  functions.  The Committee has
reviewed  and  discussed  the  Company's  audited   financial   statements  with
management,  which has primary responsibility for the financial statements. KPMG
LLP ("KPMG"),  the Company's  independent  auditing  firm,  is  responsible  for
performing an independent audit of the consolidated  financial statements of the
Company in  accordance  with  accounting  principles  generally  accepted in the
United  States.  The  Committee  has  discussed  with KPMG the matters  that are
required to be discussed with the  independent  auditor by Statement on Auditing
Standards No. 61, as amended,  "Communication  with Audit  Committees." KPMG has
provided the  Committee  with the written  disclosures  required by  Independent
Standards   Board  Standard  No.  1,   "Independence   Discussions   with  Audit
Committees," and the Committee discussed with KPMG that firm's independence. The
Committee also considered  whether KPMG's provision of non-audit services to NCH
is compatible with KPMG's independence.

     Following the Committee's  discussions  with management and the independent
auditor,  the  Committee  recommended  that the Board of  Directors  include the
audited consolidated financial statements in the Company's annual report on Form
10-K for the year ended  April 30, 2001 and that KPMG be  appointed  independent
auditors for the Company for fiscal 2002.  The  foregoing  report is provided by
the following independent directors, who constitute the Audit Committee.

      Audit Committee:

      Rawles Fulgham, Chairman
      Thomas B. Walker, Jr.
      Jerrold Trim
      Ronald Steinhart




<PAGE>


                              SELECTION OF AUDITORS

     The Board of Directors has  appointed  KPMG to continue to be the principal
independent auditor 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.

      Fees Paid to KPMG LLP

     The  following  table shows the fees paid or accrued by the Company for the
audit and other services provided by KPMG for fiscal year 2001.

      Audit Fees(1)                                              $    698,105
      Financial Information Systems Design                       $          0
      and Implementation Plan

      All Other Fees(2)                                          $     38,000
      Total                                                      $    736,105

(1) Audit  services of KPMG LLP for 2001  consisted  of the  examination  of the
consolidated  financial  statements of the Company and  quarterly  review of the
financial statements.

(2) "All Other Fees"  includes  fees for  internal  audit  outsourcing  services
provided in international locations.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     During fiscal 2001,  Robert M. Levy and John I. Levy each transferred 5,000
shares of Common Stock to a newly formed family limited  partnership.  Robert M.
Levy's  transfer  occurred  in August and John I.  Levy's  transfer  occurred in
December.  Messrs.  Robert and John Levy failed to report such transfers on Form
4's in September 2000 and January 2001, respectively.  The failure to report was
inadvertent  and was  corrected on a  subsequently  filed Form 4 with respect to
Robert M. Levy and Form 5 for John I. Levy.  Also,  during  fiscal 2001,  Ronald
Steinhart  failed to timely file a Form 3 reporting  his  initial  ownership  of
Common  Stock upon  becoming a director  of NCH.  This  failure to file was also
inadvertent and was corrected on a subsequently filed Form 5.


                            PROPOSALS OF STOCKHOLDERS

     Stockholders of NCH who intend to present a proposal for action at the 2002
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, 2002,  for such proposal to be included in NCH's
proxy statement and form of proxy relating to such meeting.



<PAGE>


                                  ANNUAL REPORT

     The Annual  Report for the year ended April 30,  2001,  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,  2001,  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, 2001


<PAGE>

                                    EXHIBIT A

                                 NCH CORPORATION
           Charter of the Audit Committee of the Board of Directors


  I.  Audit Committee Purpose

            The Audit Committee is appointed by the Board of Directors to assist
            the Board in fulfilling its oversight responsibilities. The Audit
            Committee's primary duties and responsibilities are to:

o              Monitor the integrity of the Company's financial reporting
               process and systems of internal controls regarding finance,
               accounting, and legal compliance.
o              Monitor the independence and performance of the Company's
               independent auditors and internal auditing department.
o              Provide an avenue of communication among the independent
               auditors, management, the internal auditing department, and the
               Board of Directors.

            The Audit Committee has the authority to conduct any investigation
            appropriate to fulfilling its responsibilities, and it has direct
            access to the independent auditors as well as anyone in the
            organization. The Audit Committee has the ability to retain, at the
            Company's expense, special legal, accounting, or other consultants
            or experts it deems necessary in the performance of its duties.

II.   Audit Committee Composition and Meetings

            Audit Committee members shall be appointed by the Board on
            recommendation of the Nominating Committee and shall meet the
            requirements of the New York Stock Exchange. The Audit Committee
            shall be comprised of three or more independent non-executive
            directors who are free of any relationship that would interfere with
            the exercise of his or her independent judgment. All members of the
            Committee shall have a basic understanding of finance and accounting
            and at least one member of the Committee shall have accounting or
            related financial management expertise.

            The Committee shall meet as frequently as circumstances dictate but
            at least annually. The Committee should meet privately in executive
            session at least annually with management, the director of the
            internal auditing department, the independent auditors, and as a
            committee to discuss any matters that the Committee or each of these
            groups believe should be discussed.

III.  Audit Committee Responsibilities and Duties

            Review Procedures

1.              Review and reassess the adequacy of this Charter at least
                annually. Submit the charter to the Board of Directors for
                approval and have the document published at least every three
                years in accordance with SEC regulations.

2.              Review the Company's annual audited financial statements prior
                to filing or distribution, to include discussion with management
                and independent auditors of significant issues regarding
                accounting principles, practices, and judgments.

3.              In consultation with the management, the independent auditors,
                and the internal auditors, consider the integrity of the
                Company's financial reporting processes and controls. Review
                significant findings prepared by the independent auditors and
                the internal auditing department.


<PAGE>


4.              Review as deemed necessary, with financial management and the
                independent auditors, the company's quarterly financial results
                prior to the release of earnings and/or the company's quarterly
                financial statements prior to filing or distribution. The Chair
                of the Committee may represent the entire Audit Committee for
                purposes of any quarterly review.

            Independent Auditors

5.             The independent auditors are ultimately accountable to the Audit
               Committee and the Board of Directors. The Audit Committee shall
               review the independence and performance of the auditors and
               recommend to the Board of Directors the appointment of the
               independent auditors or approve any discharge of auditors when
               circumstances warrant.

6.             Approve the fees and other significant compensation to be paid to
               the independent auditors.

7.             On an annual basis, the Committee should review and discuss with
               the independent auditors their formal written statement
               delineating all significant relationships they have with and
               services they performed for the Company that could impair the
               auditors' objectivity and independence.

            Internal Audit Department and Legal Compliance

8.             Review the qualifications and activities of the internal audit
               department, as needed.

9.             Review the appointment and replacement of the senior internal
               audit executive.

10.            Review significant reports prepared by the internal audit
               department.

11.            On at least an annual basis, review with the Company's counsel,
               any legal matters that could have a significant impact on the
               organization's financial statements, the Company's compliance
               with the applicable laws and regulations, and inquiries received
               from regulators or governmental agencies.

            Other Audit Committee Responsibilities

12.            Annually  prepare a report to shareholders as required by the
               Securities and Exchange  Commission.  The report should be
               included in the Company's annual proxy statement.

13.            Perform any other activities consistent with this Charter, the
               Company's by-laws, and governing law, as the Committee or the
               Board deems necessary or appropriate.

14.            Maintain  minutes of meetings  and  periodically  report to the
               Board of Directors on significant results of the foregoing
               activities.


<PAGE>


PROXY CARD


                                 NCH CORPORATION


                  ANNUAL MEETING OF STOCKHOLDERS-JULY 26, 2001
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned,  revoking all prior proxies, hereby appoints 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, 2001, as if the
undersigned  were personally  present and voting at the Company's annual meeting
of  stockholders  to be held on July 26,  2001,  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 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:  01 RAWLES FULGHAM, 02 ROBERT M. LEVY AND 03 LESTER A. LEVY, JR.

---------------------------------------------------------------------
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 LLP as independent auditors
     of NCH Corporation.

     FOR   / /      AGAINST   / /      ABSTAIN   / /




3.   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:                                             , 2001
       -------------------------------------------


       -------------------------------------------
                    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>


July 9, 2001



Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

RE:   NCH Corporation
      Commission File Number 1-5838
      Form 10-K for Fiscal Year Ended April 30, 2001

Ladies and Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-K for filing by electronic
transmission pursuant to the Commission's EDGAR program.

Sincerely,


/S/ Tom Hetzer
Vice President-Finance