<PAGE>





                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

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

   For the fiscal year ended April 30, 1997       Commission file number 1-5838
                             --------------                              ------

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

               DELAWARE                                    75-0457200 
   ----------------------------------------   ---------------------------------
   (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)
 
        P.O. Box 152170
   2727 Chemsearch Boulevard    
         Irving, Texas                                       75015    
   ----------------------------------------   ---------------------------------
   (Address of principal executive offices)                (Zip Code)

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

   Securities registered pursuant to Section 12(b) of the Act:
   
                                           Name of each exchange on
         Title of each class                   which registered
         -------------------                   ----------------

      COMMON STOCK, $1 PAR VALUE           NEW YORK STOCK EXCHANGE     

   Securities registered pursuant to Section 12(g) of the Act:       NONE      
                                                               ----------------

   Indicate by check mark whether the registrant (1) has filed all reports 
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that the
   registrant was required to file such reports), and (2) has been subject to 
   such filing requirements for the past 90 days.  Yes  X  No     
                                                       ---    ---

   Indicate by check mark if disclosure of delinquent filers pursuant to 
   Item 405 of Regulation S-K is not contained herein and will not be 
   contained, to the best of registrant's knowledge, in definitive proxy or 
   information statements incorporated by reference in Part III of this Form
   10-K or any amendment to this Form 10-K. (X) 

   Indicate the number of shares outstanding of each of the registrant's 
   classes of common stock, as of the latest practicable date:
   
                                 Approximate Aggregate
                                    Market Value*         Total Shares
                                  of Shares Held by       Outstanding
            Class                   Non-affiliates      at July 11, 1997
   --------------------------       --------------      ---------------
   COMMON STOCK, $1 PAR VALUE       $ 192,630,400          7,167,476
   --------------------------       --------------      ---------------

   *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 July 11, 1997.

            DOCUMENTS INCORPORATED BY REFERENCE:

   Portions of the Registrant's 1997 Annual Report to the Shareholders and 
   definitive Proxy Statement relating to the Registrant's 1997 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 28 of the 1997 
   Common Equity and Related Shareholder        Annual Report.
   Matters.

   Item 6 - Selected Financial Data.            Page 14 of the 1997 
                                                Annual Report.

   Item 7 - Management's Discussion and         Pages 14-16 of the 1997 
   Analysis of Financial Condition and          Annual Report.
   Results of Operations.  

   Item 8 - Financial Statements and            Pages 17-28 of the 1997 
   Supplementary Data.                          Annual Report.


                                 PART III

   Item 10 - Directors and Executive          Pages 2-4 and 11 of the Company's
   Officers of the Registrant.                Proxy Statement dated June
                                              24, 1997, in connection with 
                                              its Annual Meeting to be held
                                              on July 24, 1997.

   Item 11 - Executive Compensation.          Pages 4-8 of the Company's
                                              Proxy Statement dated June
                                              24, 1997, in connection with
                                              its Annual Meeting to be held
                                              on July 24, 1997.

   Item 12 - Security Ownership of Certain    Pages 11-12 of the Company's
   Beneficial Owners and Management.          Proxy Statement dated June
                                              24, 1997, in connection with 
                                              its Annual Meeting to be held
                                              on July 24, 1997.

   Item 13 - Certain Relationships and        Pages 2-3 and 9 of the Company's
   Related Transactions.                      Proxy Statement dated June
                                              24, 1997, in connection with
                                              its Annual Meeting to be held
                                              on July 24, 1997.
   <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.  Products include 
   specialty chemicals, fasteners, welding supplies, plumbing and electronic
   parts, and safety supplies.  These products are marketed principally 
   through the Company's own sales force.  There have been no significant 
   changes in the kind of products produced or marketed by the Company since
   the beginning of the last fiscal year, although individual products are 
   continually added to and deleted from the product line.  Sales are 
   generally consistent throughout the year, with no significant seasonal 
   fluctuations.

        Competitive conditions in the industry involved are severe and the 
   Company believes that no one enterprise or group of enterprises has a 
   dominant or preeminent position in the market.  Further, the Company 
   believes that no enterprise has a significant percentage of the market.  
   No informative statement can be made as to the Company's rank in its 
   industry. Not only do other concerns compete in the broad general range of 
   maintenance, repair or supply products, but there are also many competitors
   who produce one or more products which compete with specific products sold
   by the Company.  Competition in the industry is primarily on the basis of 
   price, service and product performance.  The Company's main emphasis is on 
   service and product performance rather than price.  Sales of Company 
   products are not dependent upon a limited number of customers, and no 
   particular customer accounts for more than 3% of net sales.

        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 81%.  The  annual cost of recruiting and training sales 
   representatives over the past three years has averaged approximately $44 
   million per year.

        The products that the Company markets 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 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.

        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.

   <PAGE>

        As of the end of its last fiscal year the Company employed 10,458 
   persons.  The Company employs 83 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, 1997, 1996 and 1995, were $5.0 million, $4.6 
   million and $4.6 million, respectively.  All laboratory costs, including 
   research and development, are expensed as incurred.

        The Company is subject to various federal, state and local laws and 
   regulations affecting businesses in general, including environmental laws 
   and regulations.  Complying with all laws and regulations has not materially
   affected the Company's competitive position, earnings or capital 
   expenditures.  All laws and regulations are subject to change and the 
   Company cannot predict what effect, if any, changes might have on its 
   business.

        International sales are conducted through subsidiaries in Europe, 
   Canada, Latin America, Australia and the Far East.  Intercompany sales and 
   profits have been eliminated from the following schedule.  Corporate 
   expenses are allocated between the geographic areas.  Identifiable assets 
   are those identified with the operations in each geographic area.  Corporate
   assets include portions of cash and cash equivalents and marketable 
   securities.

        Financial information by geographic area, in thousands of dollars, 
   follows for the years ended April 30:
               
                                                             Latin 
                          United                Pacific &   America    Consoli-
                          States     Europe     Far East    & Canada    dated  
                          --------   --------   --------    --------   --------
   
   1997
   Net Sales              $417,411   $266,263    $34,313     $48,774   $766,761
   Net Income               21,809     11,686         86       1,094     34,675
   Identifiable Assets     267,639    114,486     17,476      23,325    422,926
   Corporate Assets                                                      74,665

   1996
   Net Sales              $412,027   $275,353    $35,727     $49,727   $772,834
   Net Income               20,341     15,247        247         472     36,307
   Identifiable Assets     256,625    126,041     17,789      21,094    421,549
   Corporate Assets                                                      92,855

   1995
   Net Sales              $408,668   $244,517    $31,837     $50,076   $735,098
   Net Income (Loss)        22,294     13,354        313        (379)    35,582
   Identifiable Assets     246,926    123,659     17,792      20,383    408,760
   Corporate Assets                                                     120,377
        
                                
        Sales between geographic areas and export sales from the United States 
   are immaterial and are therefore not included in net sales disclosed in the 
   above table.
   <PAGE>

        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.

   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 20 manufacturing facilities in 7 states 
   and 11 foreign countries, located in Canada, Europe, Latin America and the 
   Far East, containing approximately 1,234,000 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 773,000 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.

        During the last fiscal year the Company made investments, net of 
   dispositions, of $16,018,000 ($17,659,000 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.

   Item 3.  Legal Proceedings
            -----------------

        There are no material pending legal proceedings, other than ordinary 
   routine litigation incidental to the business, to which the Company or any 
   of its subsidiaries is a party or of which any of their property is subject.

        From time to time, the Company is named as a potentially responsible 
   party in proceedings involving compliance with environmental laws and 
   regulations.  Currently, there are no such proceedings involving monetary 
   sanctions pending against the Company, or proceedings, singularly or in the 
   aggregate, involving potential damages or expenditures in excess of 10% of 
   the current assets of the Company.  

   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, 1997:

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

   Lester A. Levy          Chairman of the Board; Director           74

   Milton P. Levy, Jr.     Chairman of the Executive Committee;
                           Director                                  71

   Irvin L. Levy           President; Director                       68

   Earl Nicholson          Senior Vice President                     75

   James A. Stone          Senior Vice President                     75

   Joe Cleveland           Vice President and Secretary              63

   Tom Hetzer              Vice President - Finance                  60

   Glen Scivally           Vice President and Treasurer              56



   Messrs. Lester A. Levy, Milton P. Levy, Jr. and Irvin L. Levy are brothers.
   Each of the Company's executive officers has been an executive officer of 
   the registrant for more than five years as his principal employment.  


                                PART II


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

        Market and Dividend Information, appearing on page 28 of the 1997 
   Annual Report, is incorporated by reference herein.


   Item 6.  Selected Financial Data
            -----------------------

        Selected Financial Data, appearing on page 14 of the 1997 Annual 
   Report, is incorporated by reference herein.


   <PAGE>

   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 14-16 of the 1997 Annual Report, is 
   incorporated by reference herein.


   Item 8.  Financial Statements and Supplementary Data
            -------------------------------------------

        The Financial Statements and Supplementary Data, appearing on pages 
   17-28 of the 1997 Annual Report, is incorporated by reference herein.


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

        None


   <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 24, 1997, in connection with its Annual
   Meeting to be held July 24, 1997, is incorporated by reference herein.

        Information on executive officers of the registrant, found on page 11 
   of the Company's Proxy Statement dated June 24, 1997, is incorporated by 
   reference herein.


   Item 11. Executive Compensation
            ----------------------

        Information on executive compensation and transactions, found on pages
   4-8 of the Company's Proxy Statement dated June 24, 1997, in connection with
   its Annual Meeting to be held July 24, 1997, 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 11-12 of the Company's Proxy Statement dated 
   June 24, 1997, in connection with its Annual Meeting to be held on 
   July 24, 1997, is incorporated by reference herein.


   Item 13. Certain Relationships and Related Transactions
            ----------------------------------------------

        Information on certain relationships and related transactions, found 
   on pages 2-3 and 9 of the Company's Proxy Statement dated June 24, 1997, in
   connection with its Annual Meeting to be held on July 24, 1997, 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 17-28
   of the 1997 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 page 19 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, 1997.


   (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 6th day of June, 1997.

                                              NCH CORPORATION, Registrant

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

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

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

   /s/Lester A. Levy            Chairman of the Board;            June 6, 1997
   ------------------------     Director                         
   Lester A. Levy       
  

   /s/Milton P. Levy, Jr.       Chairman of the Executive         June 6, 1997
   ------------------------     Committee; Director               
   Milton P. Levy, Jr.     


   /s/Irvin L. Levy             President; Director               June 6, 1997
   ------------------------     (Principal Executive Officer)     
   Irvin L. Levy        


   /s/Tom Hetzer                Vice President - Finance          June 6, 1997
   ------------------------     (Principal Accounting Officer)
   Tom Hetzer


   /s/Robert L. Blumenthal      Director                          June 6, 1997
   ------------------------
   Robert L. Blumenthal       


   /s/Rawles Fulgham            Director                          June 6, 1997
   ------------------------
   Rawles Fulgham       


   /s/Jerrold M. Trim           Director                          June 6, 1997
   ------------------------
   Jerrold M. Trim     


   /s/Thomas B. Walker Jr.      Director                          June 6, 1997
   ------------------------
   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 17-28 of the 1997 
   Annual Report.


   Consolidated Financial Statements:
     Statements of Income, Years Ended April 30, 1997, 1996 and 1995
     Balance Sheets, April 30, 1997 and 1996
     Statements of Cash Flows, Years Ended April 30, 1997, 1996 and 1995
     Statements of Stockholders' Equity, Years Ended April 30, 1997, 1996
        and 1995
   Notes to Consolidated Financial Statements
   Independent Auditors' Report
   Selected Unaudited Quarterly Data, Years Ended April 30, 1997 and 1996

  

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

                                                                     Page
                                                                     ----
   Consolidated Financial Statement Schedules
        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 June 3, 1997, we reported on the consolidated balance 
   sheets of NCH Corporation and subsidiaries as of April 30, 1997 and 1996, 
   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, 1997, as contained in the 1997 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, 1997.  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 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 Peat Marwick LLP   
   
   Dallas, Texas
   June 3, 1997

   <PAGE>
   <TABLE>


                                           NCH CORPORATION AND SUBSIDIARIES

                                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                    (In Thousands)



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

   Allowances for Doubtful Accounts

   Year Ended April 30, 1997              $16,259           $6,939         $(1,311)         $6,263       $15,624
                                          =======           ======         =======          ======       ======= 


   Year Ended April 30, 1996              $16,879           $7,697         $  (284)         $8,033       $16,259
                                          =======           ======         =======          ======       ======= 


   Year Ended April 30, 1995              $16,469           $7,100         $   713          $7,403       $16,879
                                          =======           ======         =======          ======       =======

   </TABLE>
   <PAGE>
                                INDEX TO EXHIBITS
                                -----------------

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

   Exhibit  3.1 (1)       Restated Certificate of Incorporation   

   Exhibit  3.2 (1)       Bylaws, as amended

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

   Exhibit 10.2 (1) (3)   Form of Non-Qualified Stock Option 
                          Agreement

   Exhibit 10.5 (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 (2) (3)   Fourth, Fifth and Sixth Amendments to Deferred
                          Compensation Agreements with Messrs. Irvin, Lester,
                          and Milton Levy

   Exhibit 13 (2)         Annual Report for the year ended April 30, 1997 
                          for information only and not filed
        
   Exhibit 21 (2)         Subsidiaries of the Registrant

   Exhibit 23 (2)         Independent Auditors' Consent

   Exhibit 27 (2)         Financial Data Schedule

   Exhibit 99 (2)         Definitive Proxy Statement regarding 
                          the Company's 1997 Annual Meeting of 
                          Stockholders    

   (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.
   <PAGE>


                        NCH CORPORATION AND SUBSIDIARIES
           EXHIBIT 10.9 AMENDMENTS TO DEFERRED COMPENSATION AGREEMENTS


 
                             FOURTH AMENDMENT TO
                        DEFERRED COMPENSATION AGREEMENT
                        -------------------------------


   STATE OF TEXAS 
 
   COUNTY OF DALLAS         


        THIS FOURTH AMENDMENT to that certain agreement between the parties
   heretofore dated September 11, 1985 (the "Agreement") is made by and between
   NCH Corporation, a Delaware corporation (the "Corporation") and IRVIN L. 
   LEVY, an individual employee of the Corporation ("Levy"), executed as of 
   this 2nd day of April, 1997.

                                 R E C I T A L S:

        The following facts exist:

        A.    The parties hereto have previously entered into the Agreement 
   which has been amended by amendments dated July 20, 1988, January 1, 1989
   and February 3, 1993.   A purported amendment dated February 23, 1993 styled
   Fifth Amendment should have correctly been the Third Amendment and, in fact,
   there is no Fifth Amendment.

        B.    The parties desire to amend the Agreement to reflect a different 
   "Annual Amount" in the event of retirement, death or disability.

        C.    Except as amended herein, the terms of the Agreement shall remain
   in full force and effect.
   
   -----------------------------

        NOW, THEREFORE, for and in consideration of the covenants and 
   agreements of the parties hereto and other good and valuable consideration 
   the sufficiency of which is hereby acknowledged, the parties hereby agree as
   follows:

        1.    The first full paragraph of paragraph 2 (not including 
   subparagraphs (a) - (e)) of the Agreement is hereby deleted and the 
   following paragraph is substituted in its stead:

              "2.     Payment Upon Retirement, Death, or Disability.  At any 
        time, 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
        $500,000.  The Annual Amount shall be increased for retirement in a 
        calendar year subsequent to 1997 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"), 

   <PAGE>        
        
        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:"



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as 
   of the day and year first above written.

                                                   NCH CORPORATION

   ATTEST:

                                                   By:     

                                                   /s/  Joe Cleveland
                                                   ------------------     
                                                   Secretary

       

                                                   /s/   Irvin L. Levy
                                                   -------------------

   <PAGE>

                               FIFTH AMENDMENT TO
                        DEFERRED COMPENSATION AGREEMENT
                        -------------------------------


   STATE OF TEXAS         
 
   COUNTY OF DALLAS       

        THIS FIFTH AMENDMENT to that certain agreement between the parties 
   heretofore dated September 11, 1985 (the "Agreement") is made by and between
   NCH Corporation, a Delaware corporation (the "Corporation") and MILTON P. 
   LEVY, JR., an individual employee of the Corporation ("Levy"), executed as 
   of this 2nd day of April, 1997.

                              R E C I T A L S:

        The following facts exist:

        A.    The parties hereto have previously entered into the Agreement 
   which has been amended four times, the latest amendment being as of March 
   16, 1995.

        B.    The parties desire to amend the Agreement to reflect a different
   "Annual Amount" in the event of retirement, death or disability.

        C.    Except as amended herein, the terms of the Agreement shall remain
   in full force and effect.
   
   -------------------------------


        NOW, THEREFORE, for and in consideration of the covenants and 
   agreements of the parties hereto and other good and valuable consideration 
   the sufficiency of which is hereby acknowledged, the parties hereby agree 
   as follows:

        1.    The first full paragraph of paragraph 2 (not including 
   subparagraphs (a) - (e)) of the Agreement is hereby deleted and the 
   following paragraph is substituted in its stead:

              "2.     Payment Upon Retirement, Death, or Disability.  At any 
        time, 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 $500,000.  The Annual Amount shall be increased for retirement in 
        a calendar year subsequent to 1997 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:"

   <PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
   of the day and year first above written.

                                                   NCH CORPORATION

   ATTEST:

                                                   By:     

                                                   /s/  Joe Cleveland
                                                   ------------------
                                                   Secretary

        
                                                   /s/  Milton P. Levy, Jr.
                                                   ------------------------

   <PAGE>                                                      


                              SIXTH AMENDMENT TO
                        DEFERRED COMPENSATION AGREEMENT


   STATE OF TEXAS
 
   COUNTY OF DALLAS       

        THIS SIXTH AMENDMENT to that certain agreement between the parties 
   heretofore dated September 11, 1985 (the "Agreement") is made by and between 
   NCH Corporation, a Delaware corporation (the "Corporation") and LESTER A. 
   LEVY,  an individual employee of the Corporation ("Levy"), executed as of 
   this 2nd day of April, 1997.

                           R E C I T A L S:

        The following facts exist:

        A.    The parties hereto have previously entered into the Agreement 
   which has been amended by amendments dated July 20, 1988, January 1, 1989, 
   February 23, 1993, and February 23, 1995.  The 1995 amendment merely 
   changed the name of the Third Amendment to the Fifth Amendment as 
   inadvertently the Fifth Amendment was named the Third Amendment when it 
   should have been named the Fifth Amendment.

        B.    The parties desire to amend the Agreement to reflect a 
   different method of determining compensation in the event of retirement, 
   death or disability.

        C.    Except as amended herein, the terms of the Agreement shall remain
   in full force and effect.
   
   ------------------------------

        NOW, THEREFORE, for and in consideration of the covenants and 
   agreements of the parties hereto and other good and valuable consideration 
   the sufficiency of which is hereby acknowledged, the parties hereby agree 
   as follows:

        1.    The first full paragraph of paragraph 2 (not including 
   subparagraphs (a) - (e)) of the Agreement is hereby deleted and the 
   following paragraph is substituted in its stead:

              "2.     Payment Upon Retirement, Death, or Disability.  At any 
        time, 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 $500,000.  The Annual Amount shall be increased for retirement in 
        a calendar year subsequent to 1997 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:"

   <PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment 
   as of the day and year first above written.

                                                   NCH CORPORATION

   ATTEST:

                                                   By:     

                                                   /s/  Joe Cleveland
                                                   ------------------
                                                   Secretary


                                                           
                                                   /s/  Lester A. Levy
                                                   -------------------

   <PAGE>



                          NCH CORPORATION AND SUBSIDIARIES
                                    EXHIBIT 13
                 ANNUAL REPORT FOR THE YEAR ENDED APRIL 30, 1997
         

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

   Years Ended April 30,
                                                                        

                    1997         1996         1995         1994         1993   
                  --------     --------     --------     --------     --------

   Net Sales      $766,761     $772,834     $735,098     $679,987     $679,937

   Net Income     $ 34,675     $ 36,307     $ 35,582     $ 31,207     $ 37,613

   Earnings Per
   Share             $4.73        $4.51        $4.29        $3.77        $4.53

   Current Ratio  3.4 to 1     3.3 to 1     3.5 to 1     3.6 to 1     3.7 to 1

   Total Assets   $497,591     $514,404     $529,137     $485,223     $467,376

   Long-Term
   Debt           $    112     $     49     $  4,761     $  6,790     $  8,795

   Retirement 
   and Deferred
   Compensation 
   Plans          $107,057     $ 99,915     $ 92,157     $ 83,986     $ 80,026

   Cash Dividends
   Declared
   Per Share         $2.20        $2.20        $2.15        $2.00        $2.00

   <PAGE>
        

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

   Liquidity and Capital Resources
   -------------------------------

        In the fiscal year ended April 30, 1997, working capital decreased 
   to $260.1 million from $267.4 million at April 30, 1996. The current ratio 
   was 3.4 to 1 at April 30, 1997, compared to 3.3 to 1 at April 30, 1996.  
   The total of cash, cash equivalents and marketable securities decreased by 
   $12.9 million to $91.0 million at April 30, 1997.  Net cash flow from 
   operations totaled $40.7 million for fiscal 1997.  Principal uses of cash 
   consisted of treasury stock purchases of $30.1 million, payment of dividends
   of $16.0 million and net capital expenditures of $16.0 million. Management 
   expects that operating cash flows will continue to generate sufficient funds
   to finance operating needs, capital expenditures and the payment of 
   dividends.  Long-term and short-term indebtedness has usually been limited 
   to the borrowing of local country currencies by the Company's international
   subsidiaries to finance working capital requirements, although the Company
   has incurred debt domestically at various times when financially 
   advantageous.    

        The Company's international subsidiaries operate on a fiscal year 
   ending on the last day of February.  At February 28, 1997, the value of the
   U.S. dollar had increased relative to most of the currencies in which the 
   Company's international subsidiaries operate.  As a result, 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, 1997, compared to February 29, 1996.  This is 
   reflected by the foreign currency translation component of stockholders' 
   equity, which increased  $7.0 million to a $25.7 million reduction of 
   equity at April 30, 1997. 

        As reported on the Consolidated Balance Sheets, accounts receivable 
   decreased by $2.1 million in the year ended April 30, 1997. The change in 
   accounts receivable presented in the Consolidated Statements of Cash Flows 
   excludes the effect of exchange rates on the reported asset values and shows
   that accounts receivable, net of the provision for losses, increased by $5.5
   million compared to the end of the prior year.  The difference is due to the
   strength of the U.S. dollar at February 28, 1997, compared to February 29, 
   1996.   The increase in accounts receivable, exclusive of exchange rates, 
   was primarily the result of strong sales in certain of the domestic 
   operations during the month of April. 

        As reported on the Consolidated Balance Sheets, inventories increased 
   by $.6 million in the year ended April 30, 1997. The change in inventories 
   presented in the Consolidated Statements of Cash Flows excludes the effect 
   of exchange rates on the reported asset values and shows that inventories 
   increased $2.4 million in the same period.  Inventories increased in the 
   current year due to higher inventory requirements as a result of increasing
   sales and new products in several of the Company's domestic operations. 

   <PAGE>

        Accounts payable, accrued expenses and income taxes payable decreased 
   by $2.8 million as reported on the Consolidated Balance Sheets.  Accounts 
   payable and accrued expenses decreased as a result of normal business 
   activity associated with timing of payments and was offset by an increase 
   in income taxes payable.  Income taxes payable increased due to the timing 
   of payments in the current year as compared to the prior year and increased
   pre-tax income during the current year in the domestic operations.

        Net capital expenditures for property, plant and equipment were $16.0 
   million for the year ended April 30, 1997.  These consisted of the 
   installation and update of worldwide computer systems, normal additions of 
   operating equipment, and continuing construction of a warehouse/office 
   facility for a domestic subsidiary.  Capital expenditures for the upcoming
   year are anticipated to be less than current year expenditures.
        
        Other assets decreased $5.2 million as reported on the Consolidated 
   Balance Sheets.  The decrease is due to the surrender of insurance contracts 
   during the year and is partially offset by increases in computer software, 
   patents and trademarks.

        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.
        
        Total bank indebtedness, comprised of long-term debt, current 
   maturities of long-term debt and notes payable, decreased $4.7 million as 
   reported on the Consolidated Balance Sheets.  During the year, short-term 
   borrowings, primarily in Europe, were repaid, and annual debt payments on 
   domestic borrowings were made.  Of the $3.9 million in long-term debt and 
   current maturities, $3.7 million is an industrial revenue bond, used for 
   the financing of a domestic facility. This industrial revenue bond is due in 
   2006, but is classified as a current liability due to redemption provisions 
   in the loan agreement.  The remaining long-term debt and current maturities
   and all $2.7 million of notes payable 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 1997, cash dividends paid amounted to $16.0 million
   ($2.20 per share) compared to $17.7 million in 1996 ($2.20 per share).  The
   directors of the Company declared an extra cash dividend of $1.00 per share 
   on September 11, 1996, which was paid December 16, 1996.  On April 2, 1997, 
   the directors of the Company declared a regular quarterly cash dividend of 
   $.30 per share of Common Stock to be paid June 16, 1997, to shareholders of
   record June 2, 1997.  As of April 30, 1997, dividends of $2.1 million had 
   been declared, but not paid.

   <PAGE>

   Operating Results
   -----------------

        Net sales of $766.8 million in fiscal 1997 were 1% lower than net sales
   of $772.8 million in fiscal 1996.  Net sales in fiscal year 1996 were 5% 
   higher than fiscal 1995 net sales of $735.1 million.  Domestic net sales 
   increased 1% from fiscal 1995 to 1996, and 1% from fiscal 1996 to 1997.  
   Net sales from total international operations remained constant from fiscal
   1996 to 1997 when measured on a local currency basis. Due to the 
   strengthening of the U.S. dollar, sales from international operations 
   reflected a decrease of 3% from fiscal 1996 to 1997 as reported in U.S. 
   dollars.  Total international net sales in fiscal 1996 increased 11% from 
   1995 as reported in U.S. dollars and 6% when measured on a local currency 
   basis.  Net sales in Europe remained constant on a local currency basis from
   fiscal 1996 to 1997 as compared to a 5% increase in local currency net sales
   from fiscal 1995 to 1996.  When reported in U.S. dollars, net sales in 
   Europe decreased 3% from fiscal 1996 to 1997, as compared to a 13% increase
   from fiscal 1995 to 1996.  Net sales in the Pacific and Far East increased 
   7% on a local currency basis from fiscal 1996 to 1997 as compared to a 9% 
   increase in local currency net sales from fiscal 1995 to 1996.  Net sales in
   the Pacific and Far East decreased 4% from fiscal 1996 to 1997 as reported 
   in U.S. dollars as compared to a 12% increase from fiscal 1995 to 1996. Net 
   sales in Latin America and Canada decreased 12% on a local currency basis 
   from fiscal 1996 to 1997 compared to a 14% increase from 1995 to 1996.  Net 
   sales in Latin America and Canada as reported in U.S. dollars decreased 3% 
   from fiscal 1996 to 1997 and decreased 1% from fiscal 1995 to 1996.

        Operating income decreased to $56.3 million in fiscal 1997 compared 
   to $61.0 million in 1996.  Domestic operating margins decreased slightly 
   from fiscal 1996 to 1997 reflecting higher marketing and administrative 
   expenses.  Internationally, operating margins decreased slightly due to 
   increased administrative expenses in fiscal 1997 compared to 1996.  
   Operating income increased to $61.0 million in fiscal 1996 from $56.9 
   million in 1995.  Domestically, operating margins in fiscal 1996 increased 
   from 1995 due to lower cost of sales and administrative expenses.  
   International operating margins in fiscal 1996 decreased slightly due to 
   increased cost of sales and administrative expenses.

        In fiscal year 1997, the Company reported net interest income of $.8 
   million compared to net interest income of $1.2 million in 1996.  There was 
   a reduction in marketable securities during the current fiscal year which 
   reduced interest income from the prior year.  The $1.2 million in net 
   interest income in fiscal 1996 compared to net interest income of $2.5 
   million in 1995.

        Loss on revaluation of foreign currencies was $2.4 million in fiscal 
   1997 compared to a loss of $.8 million in fiscal 1996.  This loss is 
   attributable to foreign exchange expense in certain European subsidiaries 
   and translation losses in hyper-inflationary countries in 1997.  In fiscal 
   1996, loss on currency revaluation was $.8 million compared to a negligible 
   gain in 1995.  The Company enters into foreign exchange contracts and 
   foreign currency option contracts from time to time to manage its exposure 
   to foreign currency rate changes.


   <PAGE>

        During the year ended April 30, 1997, the Company sold subsidiary 
   assets, resulting in a gain of $3.5 million before taxes ($2.3 million after 
   taxes).  This subsidiary's sales during the year ended April 30, 1996, were 
   less than 1% of the Company's consolidated annual sales, and therefore this 
   transaction is not expected to have a material impact on the Company's 
   future operations.

        The overall corporate tax rate for fiscal 1997 was 40.4% of pre-tax 
   income compared to 40.9% in 1996 and 40.2% in 1995. A reconciliation of the 
   effective tax rates to U.S. statutory rates is contained in the Notes to 
   Consolidated Financial Statements.

        Net income in fiscal year 1997 decreased 4% to $34.7 million from $36.3
   million in 1996.  Earnings per share increased 5% to $4.73 per share in 
   fiscal 1997, however, due to the decrease in the weighted average number of 
   common shares outstanding during the current year.  Net income in fiscal 
   1996 was 2% higher than the $35.6 million reported in 1995. Earnings per 
   share in fiscal 1996 were $4.51, a 5% increase from the $4.29 reported in 
   1995, due to a decrease in the weighted average number of common shares 
   outstanding and an increase in net income during fiscal 1996.

        On a geographic area basis, net income for the United States increased 
   7% to $21.8 million in fiscal year 1997, due to the sale of subsidiary 
   assets during the year and a lower effective income tax rate in 1997 
   compared to 1996.  Net income of $20.3 million in fiscal 1996 was lower than
   the $22.3 million reported in 1995, primarily due to lower interest income 
   and a higher effective income tax rate in 1996 compared to 1995.

        Net income in Europe decreased 23% from $15.2 million in fiscal 1996 
   to $11.7 million in 1997. The decrease in net income from fiscal 1996 to 
   1997 was primarily attributable to decreased sales in certain European 
   countries plus the negative effect of the stronger U.S. dollar in 1997 
   compared to 1996.  Net income in fiscal 1995 was $13.4 million.  The 
   increase in net income from fiscal 1995 to 1996 was primarily attributable 
   to increased sales in 1996.

        Net income in the Pacific and Far East operations was $.1 million in 
   fiscal 1997 compared to $.2 million in 1996. Net income of $.2 million in 
   fiscal 1996 compared to net income of $.3 million reported in 1995.

        Latin America and Canada had net income of $1.1 million in fiscal 1997 
   compared to $.5 million in 1996.  Net income of $.5 million in fiscal 1996 
   compared to a net loss of $.4 million reported in 1995.  Income improvement 
   in this area is primarily the result of higher operating margins in certain 
   Latin American countries.

   <PAGE>

   Recent Accounting Pronouncements
   --------------------------------

        The Company implemented 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" as of May 1, 1996.  Implementation of 
   this statement was not material to the Company's financial position or 
   results of operations.  This statement requires that long-lived assets be 
   reviewed for impairment whenever events or changes in circumstances 
   indicates that the carrying amount of the asset in question may not be 
   recoverable.

        The Company also implemented SFAS No. 123, "Accounting for Stock-Based 
   Compensation" as of May 1, 1996.   Implementation of this standard did not 
   affect the Company's financial position or results of operations.  This 
   statement allows a company to continue to measure compensation cost for 
   employee stock compensation plans using the intrinsic value based method of 
   accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued 
   to Employees."  Pro forma disclosures of net income and earnings per share 
   are required, however, using the fair value based method of accounting 
   defined in SFAS No. 123.  Additional disclosures relating to implementation 
   of this statement are contained in the Notes to Consolidated Financial 
   Statements.  

        In February 1997, the Financial Accounting Standards Board issued 
   SFAS No. 128, "Earnings Per Share", which supersedes APB Opinion No. 15.  
   SFAS 128 requires dual presentation of basic and diluted earnings per share 
   ("EPS") for complex capital structures on the face of the income statement. 
   Basic EPS is computed by dividing income by the weighted-average number of 
   common shares outstanding for the period.  Diluted EPS reflects the 
   potential dilution from the exercise of conversion of securities, such as 
   stock options, into common stock. SFAS 128 is required to be adopted for 
   fiscal 1998, and after adoption, all prior period data presented will be 
   restated to conform with SFAS 128.  The Company does not expect that basic 
   and diluted EPS measured under SFAS 128 will be materially different from 
   the current presentation of earnings per share measured under APB No. 15.  
   The Company will present both EPS measures on the face of the income 
   statement for fiscal year-end 1998.


   <PAGE>
   <TABLE>
   
   Consolidated Statements of Income
   NCH Corporation and Subsidiaries
   (In Thousands Except Per Share Data)

   Years Ended April 30,
                                                                                
   <CAPTION>
                                           1997         1996         1995   
                                         --------     --------     --------
   <S>                                   <C>          <C>          <C>
      
   Net Sales                             $766,761     $772,834     $735,098
                                         --------     --------     --------  

   Operating Expenses
     Cost of sales, including 
       warehousing and commissions        403,317      407,141      388,620
     Marketing and administrative
       expenses                           307,193      304,692      289,534
                                         --------     --------     --------
                                          710,510      711,833      678,154


   Operating Income                        56,251       61,001       56,944

   Other (Expenses) Income
     Revaluation of foreign currencies     (2,373)        (789)          41
     Net interest                             801        1,171        2,506
     Gain on sale of subsidiary             3,536            -            -
                                         --------     --------     --------

   
   Income before Income Taxes              58,215       61,383       59,491


   Provision for Income Taxes              23,540       25,076       23,909
                                         --------     --------     -------- 
                              
   Net Income                            $ 34,675     $ 36,307     $ 35,582
                                         ========     ========     ========

   Earnings Per Share                       $4.73        $4.51        $4.29
                                            =====        =====        ===== 
   
   </TABLE>

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

   <PAGE>
   <TABLE>

   Consolidated Balance Sheets
   NCH Corporation and Subsidiaries
   (In Thousands Except Share Data)

   As of April 30,

   <CAPTION>

                                                        1997        1996   
                                                      --------    -------- 
                                                      <C>         <C>
   <S>
   Assets

   Current Assets
     Cash and cash equivalents                        $ 21,273    $ 21,806
     Marketable securities                              69,700      82,077
     Accounts receivable (less allowance for                                 
       doubtful accounts of $15,624 and $16,259)       144,664     146,744
     Inventories                                       107,502     106,907
     Prepaid expenses                                    6,228       6,862
     Deferred income taxes                              18,579      18,471
                                                      --------    --------
       Total Current Assets                            367,946     382,867
                                                      --------    --------

   Property, Plant and Equipment                       202,830     199,700
   Accumulated depreciation                            114,330     110,983
                                                      --------    --------
                                                        88,500      88,717
                                                      --------    --------

   Deferred Income Taxes                                29,637      26,105
                                                      --------    --------
   Other                                                11,508      16,715
                                                      --------    --------
       Total                                          $497,591    $514,404
                                                      ========    ========


   Liabilities and Stockholders' Equity

   Current Liabilities
     Notes payable to banks                           $  2,694    $  7,448
     Current maturities of long-term debt                3,767       3,743
     Accounts payable                                   51,057      54,194
     Accrued expenses                                   28,286      29,824
     Income taxes payable                               19,874      17,997
     Dividends payable                                   2,149       2,299
                                                      --------    --------
       Total Current Liabilities                       107,827     115,505
                                                      --------    --------

   Long-Term Debt, less current maturities                 112          49
                                                      --------    --------

   Retirement and Deferred Compensation Plans          107,057      99,915
                                                      --------    --------

   Stockholders' Equity
     Common stock, par value $1 per share, authorized
       20,000,000 shares.  Issued 11,769,304 shares     11,769      11,769
   Additional paid-in capital                            8,708       7,912
   Retained earnings                                   448,513     429,687
   Foreign currency translation adjustment             (25,740)    (18,720)
   Unrealized gains on investments                          40         110 
                                                      --------    --------
                                                       443,290     430,758

    Less treasury stock
      (4,606,705 and 4,105,057 shares)                 160,695     131,823
                                                      --------    --------
                                                       282,595     298,935
                                                      --------    --------

       Total                                          $497,591    $514,404
                                                      ========    ========

   </TABLE>

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

   <PAGE>
   <TABLE>

   Consolidated Statements of Cash Flows
   NCH Corporation and Subsidiaries
   (In Thousands)

   Years Ended April 30,
   
   <CAPTION> 
                                       
                                                                      1997         1996         1995  
                                                                    --------     --------     --------
                                                                    <C>          <C>          <C>
   <S>
   Cash Flows from Operating Activities
      Net income                                                     $34,675      $36,307      $35,582
        Adjustments to reconcile net income to net cash  
              provided by operating activities:
           Depreciation and amortization                              15,092       14,981       13,854
           Gain on sale of subsidiary                                 (3,536)           -            -
           Provision for losses on accounts receivable                 6,939        7,697        7,100
           Deferred income taxes                                      (3,723)      (5,150)      (4,229)
           Retirement and deferred compensation plans                  7,860        8,143        7,536
           Other noncash items                                           546         (486)      (2,120)
           Change in assets and liabilities, excluding net assets  
              acquired in the purchase of business: 
             Accounts receivable                                     (12,414)      (5,824)     (13,535)
             Inventories                                              (2,397)        (995)     (20,481)
             Prepaid expenses                                           (286)        (183)         (34)
             Accounts payable, accrued expenses
               and income taxes payable                                 (381)      (4,020)      15,395 
             Other noncurrent assets                                  (1,704)      (2,132)      (1,079)
                                                                    --------     --------     --------

            Net cash provided by operating activities                 40,671       48,338       37,989
                                                                    --------     --------     --------

   Cash Flows from Investing Activities
      Sales of property, plant and equipment                           1,641          823        1,880
      Purchases of property, plant and equipment                     (17,659)     (18,396)     (13,455)
      Redemptions of marketable securities                            45,927       52,590       51,660
      Purchases of marketable securities                             (33,657)     (22,031)     (58,468)
      Acquisition of business                                           (246)           -            -
      Sale of subsidiary                                               7,932            -            -       
      Other                                                           (1,012)      (1,012)      (1,547)
                                                                    --------     --------     --------

            Net cash provided by (used in) investing activities        2,926       11,974      (19,930)
                                                                    --------     --------     --------


   Cash Flows from Financing Activities
      Proceeds from notes payable                                      2,296        2,487          106
      Payments of notes payable                                       (6,596)        (480)      (5,048)
      Additional long-term debt                                          114            -           35
      Payments of long-term debt                                         (24)      (3,275)      (1,912)
      Borrowing of cash surrender values                               1,914        1,887        1,708
      Surrender of insurance contracts                                 6,452            -            -
      Payments of dividends                                          (15,999)     (17,746)     (17,419)
      Purchases of treasury stock                                    (30,052)     (37,283)           -
      Proceeds from exercise of stock options                          1,800        1,077        1,649
                                                                    --------     --------     --------
               
            Net cash used in financing activities                    (40,095)     (53,333)     (20,881)
                                                                    --------     --------     --------


   Effect of Exchange Rate Changes on Cash and Cash Equivalents       (4,035)      (1,437)         332
                                                                    --------     --------     --------

   Net Increase (Decrease) in Cash and Cash Equivalents                 (533)       5,542       (2,490)

   Cash and Cash Equivalents at Beginning of Year                     21,806       16,264       18,754
                                                                    --------     --------     --------

   Cash and Cash Equivalents at End of Year                          $21,273      $21,806      $16,264
                                                                    ========     ========     ======== 
   </TABLE>


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

   <PAGE>
   <TABLE>


   Consolidated Statements of Stockholders' Equity
   NCH Corporation and Subsidiaries
   (In Thousands Except Per Share Data)
                                                                        
   <CAPTION>

                                                                                                 Foreign     Unrealized
                                     Common   Treasury  Common   Treasury Additional             Currency     Gains
                                     Stock    Stock     Stock      Stock    Paid-In   Retained  Translation  (Losses) on
                                     Shares   Shares    Amount    Amount    Capital   Earnings  Adjustment   Investments   Total
                                    -------   -------   -------   -------   -------   -------   ----------   ----------   --------
   <S>                              <C>       <C>       <C>       <C>        <C>     <C>          <C>                <C>  <C> 
   Balance, April 30, 1994           11,769    (3,492)  $11,769  $(96,149)   $6,369  $393,193     $(22,100)           -   $293,082
   Net income                                                                          35,582                               35,582
   Cash dividends on common
    stock, $1.85 per share                                                            (15,350)                             (15,350)
   Dividend declared, but not
    paid, $.30 per share                                                               (2,493)                              (2,493)
   Treasury stock sold under
    stock option plans                             31                 877       772                                          1,649
   Treasury stock issued under
    stock participation plan
    and stock bonuses                               3                  66       207                                            273
   Foreign currency translation
    adjustment                                                                                      3,688                    3,688
   Unrealized losses on investments                                                                               $(255)      (255)
                                    -------   -------   -------   -------   -------   -------   ----------   ----------   --------

   Balance, April 30, 1995           11,769    (3,458)   11,769   (95,206)    7,348   410,932      (18,412)        (255)   316,176
   Net income                                                                          36,307                               36,307
   Cash dividends on common
    stock, $1.90 per share                                                            (15,253)                             (15,253)
   Dividend declared, but not
    paid, $.30 per share                                                               (2,299)                              (2,299)
   Treasury stock acquired                       (669)            (37,283)                                                 (37,283)
   Treasury stock sold under
    stock option plans                             20                 574       503                                          1,077
   Treasury stock issued under
    stock participation plan
    and stock bonuses                               2                  92        61                                            153
   Foreign currency translation
    adjustment                                                                                        (308)                   (308)
   Unrealized gains on investments                                                                                  365        365
                                    -------   -------   -------   -------   -------   -------   ----------   ----------   --------

   Balance, April 30, 1996           11,769    (4,105)   11,769  (131,823)    7,912   429,687      (18,720)         110    298,935
   Net income                                                                          34,675                               34,675
   Cash dividends on common
    stock, $1.90 per share                                                            (13,700)                             (13,700)
   Dividend declared, but not
    paid, $.30 per share                                                               (2,149)                              (2,149)
   Treasury stock acquired                       (537)            (30,052)                                                 (30,052)
   Treasury stock sold under
    stock option plans                             33               1,097       703                                          1,800
   Treasury stock issued under
    stock participation plan
    and stock bonuses                               2                  83        93                                            176
   Foreign currency translation
    adjustment                                                                                      (7,020)                 (7,020)
   Unrealized gains on investments                                                                                  (70)       (70)
                                    -------   -------   -------   -------   -------   -------   ----------   ----------   --------

   Balance, April 30, 1997           11,769    (4,607)  $11,769 $(160,695)   $8,708  $448,513     $(25,740)        $ 40   $282,595
                                    =======   =======   =======   =======   =======   =======   ==========   ==========   ========
   </TABLE>

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

   <PAGE>


   Notes to Consolidated Financial Statements

   NCH Corporation and Subsidiaries
                                                                          

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

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

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

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


        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.

   <PAGE>

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

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

        Depreciation - Depreciation on buildings and equipment is provided for 
   financial statement purposes using the straight-line method over the 
   estimated useful lives of the related assets.  Depreciation on certain 
   buildings and equipment is provided for income tax purposes using 
   accelerated methods.
        
        Intangible assets - Intangible assets are classified as other assets in
   the consolidated financial statements and include patents, computer software
   and trademarks. Intangible assets are amortized using the straight-line 
   method over their estimated useful lives, but not in excess of 40 years.  
   The unamortized cost of impaired intangible assets is charged to expense 
   when impairment occurs.

           Research and development - Research and development costs, which are 
   included in the costs of laboratory operations, are charged to expense as 
   incurred.  Research and development costs, however, cannot be separately 
   identified from the total laboratory costs.  Total laboratory costs amounted
   to approximately $5.0 million in 1997, $4.6 million in 1996 and $4.6 million
   in 1995.

        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 income tax has been 
   included in the provision for income taxes and income taxes payable.  

        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.

   <PAGE>

        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.  Effective May 1, 1996, the Company 
   adopted the disclosure provisions of Statement of Financial Accounting 
   Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation".  For 
   the impact of the fair value of employee stock options granted during fiscal
   years 1997 and 1996, see footnote 8, "Capital Stock and Options".

        Earnings per share - Earnings per share is computed by dividing net 
   income by the weighted average number of shares outstanding during each 
   year.  The weighted average number of shares outstanding for the years ended
   April 30, 1997, 1996 and 1995, was 7,326,000, 8,052,000 and 8,294,000 
   shares, respectively.  Any dilution of earnings per share that might result 
   from the exercise of presently outstanding stock options is not material.

        

   2.   Consolidated International Subsidiaries

        At April 30, 1997 and 1996, the parent Company's investment in 
   consolidated international subsidiaries amounted to $45,151,000 and 
   $43,931,000.  The current year consolidated financial statements include 
   international subsidiaries' assets of $155,287,000, liabilities of 
   $60,914,000 and net income of $12,866,000, after allocation of corporate 
   expenses and excluding intercompany sales and profits.  For the prior year 
   these subsidiaries had assets of $164,924,000, liabilities of $72,452,000 
   and net income of $15,966,000.
        

   3.   Income Taxes
   
        The following are the components of the provision for income taxes (in
   thousands of dollars):
   
                                     1997            1996            1995  
                                   --------        --------        --------
   
   U.S. Federal     Current         $11,425         $10,675         $ 9,810
                    Deferred         (3,888)         (4,075)         (4,411)
   
   Foreign          Current          14,429          17,421          16,715
                    Deferred            165            (721)            182

   State                              1,409           1,776           1,613
                                   --------        --------        --------
                                    $23,540         $25,076         $23,909
                                   ========        ========        ========

        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):

   Deferred tax assets:                               1997            1996  
                                                    --------        --------
        Allowance for doubtful accounts              $ 3,916         $ 4,172
        Inventory related                              4,277           3,672
        Insurance related                              3,491           3,118
        Accrued expenses                               5,756           6,055
        Retirement and deferred compensation plans    35,093          32,281
        Marketable securities                            (22)            (59)
        Foreign operating loss carryforwards           1,026             760
        Valuation allowance                              (55)            (94)
                                                    --------        --------
                                                      53,482          49,905
                                                    --------        --------
   Deferred tax liabilities:
        Depreciation                                   4,403           4,372
        Other                                            863             957
                                                    --------        --------
                                                       5,266           5,329
                                                    --------        --------
   Net deferred tax asset                            $48,216         $44,576
                                                    ========        ========
                                                      
        A valuation allowance has been provided for certain foreign net 
   operating loss carryforwards which are estimated to expire before they are 
   utilized.  The decreases in the valuation allowance during the years ended 
   April 30, 1997, 1996, and 1995 were $39,000, $62,000 and $87,000, 
   respectively.

        The following is a reconciliation of the difference between the U.S. 
   statutory income tax rate and the effective tax rate:

                                               1997      1996      1995
                                              ------    ------    ------
   U.S. statutory rate                         35.0%     35.0%     35.0%
   Tax exempt interest                         (1.8)     (2.2)     (2.5)
   Other                                         .5        .8       (.1)
   Effect of international                      5.2       5.5       6.1
     operations                    
   Effect of state income                       1.5       1.8       1.7
     taxes                                    ------    ------    ------

   Effective tax rate                          40.4%     40.9%     40.2%
                                              ======    ======    ======

   <PAGE>

        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 $3,019,000, which will expire between 1998 and 2003. 
   The accumulated undistributed earnings of international subsidiaries not 
   included in the consolidated U.S. federal income tax return approximated 
   $74,834,000 at April 30, 1997, $69,286,000 at April 30, 1996 and $73,555,000
   at April 30, 1995.  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.  For
   1997, 1996 and 1995, worldwide income tax payments amounted to $25,045,000,
   $33,668,000 and $22,624,000, respectively.


   4.   Inventories
        
        A summary of inventories at April 30 follows (in thousands of dollars):

                                                   1997            1996   
                                                 --------        --------
        Raw materials                            $ 14,580        $ 15,387
        Finished goods                             90,915          89,381
        Sales supplies                              2,007           2,139
                                                 --------        --------
                                                 $107,502        $106,907
                                                 ========        ========


   5.   Property, Plant and Equipment

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

                                                   1997            1996  
                                                 --------        --------   
        Land                                     $ 12,205        $ 12,047     
        Buildings                                  83,658          81,212  
        Equipment                                 106,967         106,441    
                                                 --------        --------    
                                                 $202,830        $199,700    
                                                 ========        ========      

        Depreciation charged to income was $13,882,000, $13,595,000 and 
   $12,452,000 for each of the years ended April 30, 1997, 1996 and 1995, 
   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):
                                                              1997     1996  
                                                             ------   ------
        Borrowed by domestic companies:
         Variable interest industrial revenue bond, secured 
          by property, at 71.9% of prime.                    $3,700   $3,700
         Other                                                   20       40
                                                             ------   ------
                                                              3,720    3,740
                                                             ------   ------
        Borrowed by international companies                     159       52
                                                             ------   ------
                                                              3,879    3,792
        Less current maturities                               3,767    3,743
                                                             ------   ------
        Long-term debt, less current maturities              $  112   $   49
                                                             ======   ======

        Scheduled maturities of long-term debt for the years following 
   April 30, 1997, are as follows: 1998 - $67,000; 1999 - $86,000; 
   2000 - $15,000; 2001 - $11,000 and 2006 - $3,700,000.  The industrial 
   revenue bond of $3,700,000 matures in 2006 and is classified as current 
   based on call provisions in the loan agreement.

        

   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 $13,316,000, $10,510,000 and $9,877,000 in the 
   years ended April 30, 1997, 1996 and 1995, respectively.

        Postretirement benefits other than pensions - The Company and several 
   of its domestic subsidiaries initiated a postretirement health care benefit 
   plan in fiscal 1993, covering substantially all domestic employees.  
   Eligible retirees receive a specific contribution from the Company toward 
   the cost of the health plan, which is a supplement to Medicare.  The amount 
   of the contribution is based on years of service with the Company at 
   retirement.  The plan is not funded; retiree health benefits are paid as 
   covered expenses are incurred.  Provision has been made in the accompanying 
   consolidated financial statements for the net postretirement benefit expense 
   of this plan.  Net postretirement benefit expenses for the years ended April 
   30 are as follows (in thousands of dollars):
   
   <PAGE>                     
                                                    1997      1996      1995  
                                                   ------    ------    ------
   Service cost - benefits earned
     during the year                                 $ 23      $146      $ 98

   Interest cost on accumulated 
     postretirement benefit obligation                226       202       179

   Net amortization of prior service cost             176       176       176
                                                   ------    ------    ------ 

   Net postretirement benefit expense                $425      $524      $453
                                                   ======    ======    ======
  
        The reconciliation of the accumulated postretirement benefit obligation
   to the recorded liability at April 30 is as follows (in thousands of 
   dollars):
                                                                
   Accumulated postretirement benefit obligation               1997     1996
                                                              ------   ------ 
     Retirees                                                 $  502   $  291
     Fully eligible active plan participants                   1,478    1,422
     Other active plan participants                            1,338    1,396
                                                              ------   ------ 
       Total                                                   3,318    3,109
   Unrecognized prior service cost                            (1,115)  (1,291)
                                                              ------   ------ 
   Accrued postretirement benefit liability                   $2,203   $1,818
                                                              ======   ====== 

        Measurement of the accumulated postretirement benefit obligation is 
   based on a 7% assumed discount rate for 1997 and 1996.

        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.  

        

   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 2, 1997, the directors of the Company declared a regular 
   quarterly cash dividend of $.30 per share of Common Stock to be paid 
   June 16, 1997, to shareholders of record June 2, 1997.

        At April 30, 1997, 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 plans.  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 FASB Statement 
   No. 123, the Company's net income and earnings per share would have been 
   reduced to the pro forma amounts indicated below (in thousands except per 
   share data):

   <PAGE>

                                                      1997            1996
                                                    --------        --------
   Net Income               As Reported              $34,675         $36,307
                            Pro Forma                $34,642         $36,307

   Earnings per share       As Reported               $ 4.73          $ 4.51
                            Pro Forma                 $ 4.73          $ 4.51

        Pro forma net income reflects only options granted in fiscal year 1996.
   Therefore, the full impact of calculating compensation cost for stock 
   options under SFAS No. 123 is not reflected in the pro forma net income 
   amounts presented above because compensation cost is reflected over the 
   options' vesting period and compensation cost for options granted prior to 
   May 1, 1995 is not considered.

        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, 1997, 1996 and 1995, 677,000, 710,000 and 730,000 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.  

        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 used for grants in 1997 and 1996, respectively; annual 
   dividend yield of 3.8 percent and 4.0 percent weighted over the effective 
   life of the options; expected volatility of 19.6 percent and 20.4 percent; 
   risk-free interest rates of 5.8 percent and 5.5 percent; and expected lives 
   of five years.

        A summary of the status of the Company's stock option plan as of 
   April 30, 1997, 1996, and 1995, and changes during the years ended on those 
   dates is presented below:

   <PAGE>
                                   (In Thousands Except Per Share Data)
                                           Years Ended April 30,  
                           ---------------------------------------------------
                                 1997              1996             1995    
                           ---------------   ---------------   ---------------
                                    Average           Average           Average
                           Number    Price   Number    Price   Number    Price 
                             of       Per      of       Per      of       Per 
                           Shares    Share   Shares    Share   Shares    Share 
                           ------   ------   ------   ------   ------   ------
  Outstanding at beginning        
    of period                 280   $58.81      243   $59.41      212   $57.97
  Granted                      78    57.25       72    55.25       64    61.00
  Exercised                   (33)   55.23      (20)   54.00      (31)   53.12
  Canceled or expired         (41)   58.39      (15)   57.46       (2)   55.84
                           ------   ------   ------   ------   ------   ------
  Outstanding at end 
    of period                 284   $58.85      280   $58.81      243   $59.41
                           ======   ======   ======   ======   ======   ======
  Options exercisable
    at year-end               139   $60.53      145   $60.95      118   $59.53
                           ======   ======   ======   ======   ======   ======

        Stock options outstanding at April 30, 1997 had a range in exercise 
   prices of $53.75 to $68.75 and an average remaining contractual life of 3.4 
   years.  The weighted average fair value of options, calculated using the 
   Black-Scholes option pricing model, granted during the years ended 
   April 30, 1997 and 1996 were $2.49 and $2.27, respectively.  At April 30, 
   1997, 1996 and 1995, 19,000 shares of Treasury Stock, were reserved for 
   issuance to employees under a stock participation plan.


   9.   Interest Costs
        
        During the years ended April 30, 1997, 1996 and 1995, interest costs, 
   including interest expense on non-funded retirement plans, amounting to 
   $4,383,000, $5,231,000 and $5,720,000, respectively, were expensed as 
   incurred.  For the same periods, interest payments were $2,480,000, 
   $2,951,000 and $3,540,000, respectively.


   10.  Leases
        
        At April 30, 1997, the Company and its subsidiaries had a number of 
   noncancellable leases for various office and warehouse facilities.  The 
   majority of these agreements expire at various times through 2000, 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 1997, 1996 and 1995  (including 
   operating leases on data processing equipment, trucks and trailers, and 
   office equipment) was approximately $11,393,000, $11,798,000 and 
   $9,035,000, respectively.  The minimum aggregate rentals under the terms 
   of noncancellable operating leases for future years are: 1998 - $8,321,000;
   1999 - $5,780,000; 2000 - $3,666,000; 2001 - $2,491,000; and a total of 
   $6,392,000 for 2002 and thereafter.

   <PAGE>

   11.  Contingent Liabilities

        The Company and its subsidiaries are engaged in a variety of legal 
   proceedings arising in the ordinary course of business, including some 
   concerning environmental matters.  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.

        Gains or losses resulting from contracts hedging net foreign currency
   positions have been included in the foreign currency translation adjustment 
   component of stockholders' equity.  Gains and losses from all other 
   contracts are included in the Consolidated Statements of Income.  There were
   no such contracts at April 30, 1997 or 1996.  In addition, at April 30, 1997
   and 1996, the Company had standby letters of credit outstanding totaling 
   $5,878,000 and $5,300,000, respectively, which guarantee payment to certain 
   insurance carriers.


   12.  Fair Value of Financial Instruments

        The carrying amounts of cash and cash equivalents, accounts receivable,
   accounts payable, accrued expenses, notes payable to banks and current 
   maturities of long-term debt 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.

         
   13.  Marketable Securities


        The Company classifies all of its investments in securities which do 
   not meet the definition of cash equivalents as marketable securities 
   available-for-sale.  Available-for-sale securities are reported at fair 
   value with unrealized gains and losses (net of deferred income taxes) 
   recognized on the balance sheet as a separate component of stockholders' 
   equity.  Fair values are based on quoted market prices obtained from an 
   independent broker.  Realized gains and losses are included in other income 
   and are immaterial.  The cost of securities sold is based on the specific 
   identification method.

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

   <PAGE>                        
                              Government
                           Bonds, Treasury      Certificates    
                           Notes and Bills       of Deposit       Total  
                           ---------------       ----------      -------
   1997
   ----
   Cost                         $69,334              $304        $69,638
   Gross Unrealized Losses         (233)                -           (233)
   Gross Unrealized Gains           295                 -            295
                               --------              ----       --------
   Estimated Fair Value         $69,396              $304        $69,700
                               ========              ====       ========

   1996
   ----
   Cost                         $81,608              $300        $81,908
   Gross Unrealized Losses         (261)                -           (261)
   Gross Unrealized Gains           430                 -            430
                               --------              ----       --------
   Estimated Fair Value         $81,777              $300        $82,077
                               ========              ====       ========

        The contractual maturities of the marketable securities at estimated 
   fair value as of April 30, 1997 are as follows: 1998-$29,874,000; 
   1999-$34,205,000; and 2000-$5,621,000.
        

   14.  Segment and Geographic Area Information
   
        The Company's operations are predominantly within one business segment,
   which includes specialty chemicals, fasteners, welding supplies, plumbing 
   and electronic parts, and safety supplies.  Substantially all of these 
   products are sold for repair, maintenance or industrial supply use.

        Financial information by geographic area, in thousands of dollars, 
   follows for the years ended April 30:

   <PAGE>
                                                              Latin 
                            United             Pacific &     America   Consoli-
                            States    Europe    Far East    & Canada    dated 
                           -------   --------  ---------    --------   -------
   1997
   ----
   Net Sales              $417,411   $266,263    $34,313     $48,774  $766,761
   Net Income               21,809     11,686         86       1,094    34,675
   Identifiable Assets     267,639    114,486     17,476      23,325   422,926
   Corporate Assets                                                     74,665

   1996
   ----
   Net Sales              $412,027   $275,353     $35,727    $49,727  $772,834
   Net Income               20,341     15,247         247        472    36,307
   Identifiable Assets     256,625    126,041      17,789     21,094   421,549
   Corporate Assets                                                     92,855

   1995
   ----
   Net Sales              $408,668   $244,517     $31,837    $50,076  $735,098
   Net Income (Loss)        22,294     13,354         313       (379)   35,582
   Identifiable Assets     246,926    123,659      17,792     20,383   408,760
   Corporate Assets                                                    120,377
                                              

        Intercompany sales and profits have been eliminated from the above 
   schedule.  Corporate expenses were allocated between the geographic areas.  
   Identifiable assets are those identified with the operations in each 
   geographic area.  Corporate assets consist primarily of portions of cash and
   cash equivalents and marketable securities.


   <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, 1997 and 1996, 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, 1997. 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 generally accepted auditing 
   standards.  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, 1997 and 1996, and the 
   results of their operations and their cash flows for each of the years in 
   the three-year period ended April 30, 1997, in conformity with generally 
   accepted accounting principles.

                                             /s/ KPMG Peat Marwick LLP

   Dallas, Texas
   June 3, 1997

   <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 Peat Marwick LLP and the internal auditors have
   full access to the Audit Committee.  They meet with the committee, without 
   management present, to discuss the scope and results of their examination, 
   including internal control and financial reporting matters.

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



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


    <PAGE>


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

   Years Ended April 30,
                                                                
                                                  Quarter    
                                ----------------------------------------------
                                  First       Second       Third       Fourth 
                                --------     --------    --------     --------
   1997
   ----
   Net Sales                    $192,536     $192,585    $193,291     $188,349
   Operating Income               11,654       17,234      13,322       14,041
   Net Income                      6,666       12,042       7,738        8,229
   Earnings Per Share               $.88        $1.64       $1.07        $1.14

   1996
   ----
   Net Sales                    $192,153     $194,424    $195,679     $190,578
   Operating Income               13,550       17,777      13,483       16,191
   Net Income                      8,203       10,588       7,269       10,247
   Earnings Per Share              $1.00        $1.30        $.90        $1.31


        Earnings per share for each period is calculated based on the weighted 
   average number of shares outstanding during the period.



   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, 1997, 
   amounted to $16.0 million compared to $17.7 million and $17.4 million in 
   fiscal years 1996 and 1995, respectively.  On April 2, 1997, a dividend of 
   $.30 per share was declared, payable June 16, 1997.  A summary of the 
   quarterly dividends per share for the past two years is set forth in the 
   schedule below.  
                
                   Common Stock Prices                 Dividends Per Share
            ----------------------------------    ----------------------------
                  1997              1996            Declared           Paid    
            ---------------    ---------------    -------------   -------------
   Quarter   High     Low       High     Low      1997    1996    1997    1996
   -------  ------   ------    ------   ------    -----   -----   -----   -----

   First    65       53 3/4    64 1/4   54 1/2    $ .30   $ .30   $ .30   $ .30
   Second   57 1/4   53 5/8    60 5/8   53        $1.30   $1.30   $ .30   $ .30
   Third    60 1/2   55        58 1/4   52 3/4    $ .30   $ .30   $1.30   $1.30
   Fourth   63 3/4   57 5/8    58 1/4   52 1/2    $ .30   $ .30   $ .30   $ .30

        As of June 2, 1997, there were 606 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 3,800 investors. 

   <PAGE>



                          NCH CORPORATION AND SUBSIDIARIES
                                     EXHIBIT 21
                          SUBSIDIARIES OF THE REGISTRANT
 


        NCH Corporation is the parent company of numerous wholly-owned 
   subsidiaries engaged in the business of marketing an extensive line of 
   maintenance, repair and supply products.  At the close of the last fiscal 
   year, thirteen of these subsidiaries were operating domestically and 132 
   in foreign countries.  The Company is also the parent of several 
   wholly-owned subsidiaries that market various other products.  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 June
   3, 1997, relating to the consolidated balance sheets of NCH Corporation and
   subsidiaries as of April 30, 1997 and 1996, 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,
   1997, which reports appear in or are incorporated by reference in the 
   April 30, 1997 annual report on Form 10-K of NCH Corporation.

                                             /s/  KPMG Peat Marwick LLP
           

   Dallas, Texas
   July 15, 1997

   <PAGE>


                    NCH CORPORATION AND SUBSIDIARIES
                               EXHIBIT 23
                       DEFINITIVE PROXY STATEMENT
      REGARDING THE COMPANY'S 1997 ANNUAL MEETING OF STOCKHOLDERS

      
      
      
                          SCHEDULE 14A INFORMATION

   Proxy Statement Pursuant to Section 14(a) of the Securities
   Exchange Act of 1934


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

   Check the appropriate box:
   [    ]  Preliminary Proxy Statement     [    ]  Confidential, for Use of 
                                                   the Commission Only (as 
                                                   permitted by Rule 
                                                   14a-6(e)(2))
   [ X  ]  Definitive Proxy Statement
   [    ]  Definitive Additional Materials
   [    ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


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


   Payment of Filing Fee (Check the appropriate box):

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

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

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

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

           (4)  Proposed maximum aggregate value of transaction:

           (5)  Total fee paid:

   [    ]  Fee paid previously with preliminary materials.

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

           (1)     Amount Previously Paid:

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

           (3)     Filing Party:

           (4)     Date Filed:

   <PAGE>

                                 [LOGO]





                     2727 Chemsearch Boulevard
                         Irving, Texas  75062

              NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                    To Be Held July 24, 1997


   NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NCH 
   Corporation will be held in the Gourmet Rooms I and II of the Crescent Club, 
   17th Floor, 200 Crescent Court (at the corner of Pearl and Cedar Springs 
   Streets), Dallas, Texas, on Thursday, the 24th day of July, 1997, at 
   10:00 a.m., Central Daylight Time, for the following purposes:

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

   2.   To ratify the appointment of KPMG Peat Marwick LLP, Certified Public 
        Accountants, to be the independent auditors of NCH for the fiscal year 
        ending April 30, 1998.

   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 Monday, 
   June 2, 1997, 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 24, 1997

   <PAGE>

                                 [LOGO]



                     2727 Chemsearch Boulevard
                         Irving, Texas  75062

                          PROXY STATEMENT
                               For
                   ANNUAL MEETING OF STOCKHOLDERS
                     To Be Held on July 24, 1997

                        Dated: June 24, 1997

               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 24, 
   1997 (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 proposals set forth in
   the Notice of Annual Meeting attached to this Proxy Statement.

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

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

   <PAGE>

        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 24, 1997.

        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 2, 1997.  On that 
   date there were 7,162,976 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 of Directors consists of seven members, divided into three 
   classes:  Class I (two directors), Class II (three directors), and Class III
   (two directors).  Only the Class III positions are due for nomination and 
   election at the Meeting.  The Class I and Class II positions will be due for
   nomination and election at the annual meetings of stockholders to be held in
   1998 and 1999, 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 Irvin L. Levy and Jerrold M. Trim as the  Class III 
   directors.  Messrs. Irvin L. Levy and Jerrold M. Trim have been nominated 
   to stand for re-election by the Board of Directors until their terms expire 
   or until their respective successors are duly elected and qualified.  
   Messrs. Irvin L. Levy and Jerrold M. Trim are presently directors of NCH.  
   Messrs. Irvin, Lester, and Milton Levy are brothers.  Robert L. Blumenthal 
   is a first cousin of Messrs. Irvin, Lester, and Milton Levy.  Certain 
   information regarding each nominee and director is set forth below.  
   The number of shares beneficially owned by each nominee is listed under 
   "Security Ownership of Principal Stockholders and Management."

                             Class I Directors


        Rawles Fulgham, 69, has been a director of NCH since 1981. Mr. Fulgham 
   was an executive director of Merrill Lynch Private Capital Inc. from 1982 
   until 1989, when he assumed his current position as a Senior Advisor to 
   Merrill Lynch & Co., Inc.  He is also a director of Dresser Industries, 
   Inc., Global Industrial Technologies, Inc., BancTec, Inc., and a member of 
   the Advisory and Audit Committees of Dorchester Hugoton, Ltd., all of which 
   are located in Dallas, Texas.  He is a member of the Audit Committee and 
   the Compensation Committee.

        Lester A. Levy, 74, has been a director and officer of NCH since 1947, 
   and since 1965 has served as Chairman of the Board of Directors of NCH.  He 
   is either the president or a vice president of substantially all of NCH's 
   subsidiaries.  Mr. Levy is also a director of A.H. Belo Corporation, located
   in Dallas, Texas.  Mr. Levy is a member of the Stock Option Committee and 
   the Executive Committee.

                             Class II Directors

        Robert L. Blumenthal, 66, 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., 73, has been a director of NCH since 1987.  
   He was a general partner of Goldman, Sachs & Co. from 1968 until 1984 when 
   he assumed his current position as a limited partner of The Goldman Sachs 
   Group, L.P.  Mr. Walker is also a director of Sysco Corporation, A.H. Belo 
   Corporation, and Riviana Foods, Inc.  He is a member of the Audit Committee 
   and the Compensation Committee.

        Milton P. Levy, Jr., 71, has been a director and officer of NCH since 
   1947, and since 1965 has served as Chairman of the Executive Committee of 
   NCH.  He is either the president or a vice president of substantially all of
   NCH's subsidiaries.  Mr. Levy is a member of the Stock Option Committee and 
   the Executive Committee.

   <PAGE>
                        Class III Directors and Nominees

        Jerrold M. Trim, 60, 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 also a general 
   partner of Chiddingstone Management Company and The Penshurst Fund, which 
   are limited partnerships that invest in marketable securities.  He is a 
   member of the Audit Committee and the Compensation Committee.

        Irvin L. Levy, 68, has been a director and an officer of NCH since 
   1950, and has served as NCH's President since 1965.  He is either president 
   or a vice president of substantially all of NCH's subsidiaries.  Mr. Levy 
   is a member of the Stock Option Committee and the Executive Committee.  

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


               Meeting Attendance and Committees of the Board


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

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

        The Compensation Committee recommends to the Board of Directors the 
   salaries of Messrs. Irvin, Lester, and Milton Levy.

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

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

   <PAGE>

                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

   Director Compensation

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

   Report on Executive Compensation

   Responsibility for Executive Compensation

        Three outside directors, as the Compensation Committee of NCH (Messrs. 
   Fulgham, Trim, and Walker), have primary responsibility for recommending to 
   the Board the executive compensation program for Messrs. Irvin, Lester, and 
   Milton Levy.  The Compensation Committee recommends to the Board an annual 
   aggregate base compensation for the Office of the Executive Committee and 
   is responsible for administering and approving incentive compensation for 
   the Office of the Executive Committee.  After Board approval of the 
   Compensation Committee's recommendation for aggregate base compensation 
   (with Messrs. Irvin, Lester, and Milton Levy abstaining), the Messrs. Levy 
   divide the compensation of the Executive Committee among themselves.  
   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 Messrs. 
   Irvin, Lester, and Milton Levy, 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>

   Compensation of Messrs. Irvin, Lester, and Milton Levy

        In 1994, the Compensation Committee, with assistance from an outside 
   consulting firm, determined the competitiveness of the compensation for 
   the Office of the Executive Committee.  Based on survey and proxy analyses 
   performed by the consulting firm, the Compensation Committee adopted the 
   incentive bonus plan described below.  All of the companies in the peer 
   group in NCH's performance graph on page 9 of this Proxy Statement were 
   included in the analysis performed by the consulting firm.

        Although no formula or preset goal is used in setting the base salary
   for the Office of the Executive Committee, performance in sales and earnings
   as well as the current economic and competitive environment is considered.  
   To maintain a competitive level of compensation, the Compensation Committee 
   increased the base salary for the Office of the Executive Committee 
   effective May 1, 1997.

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

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


        The Bonus Plan provides a formula for determining the amounts of annual
   bonuses to be paid to each member of the Executive Committee.  Bonus amounts
   will depend on the amount by which NCH's net income after taxes, but before 
   accrual for any bonus under the Bonus Plan, for a particular fiscal year 
   increases over its net income before accrual for any bonus for the preceding 
   fiscal year.  An amendment to the original formula for determining the 
   amounts of annual bonuses was adopted by the Compensation Committee on 
   June 7, 1996, which was approved by the stockholders at the 1996 Annual 
   Meeting, because the formula could have resulted in a member receiving over 
   $1 million in annual compensation, which amount in excess of $1 million 
   would not have been deductible by NCH under Section 162(m) of the Code.  As 
   amended, the formula provides as follows.  Increases from 10% to less than 
   15% will result in payment of a $225,000 bonus to each member of the 
   Executive Committee.  Increases of 15% or greater will result in payment of
   a $325,000 bonus to each Executive Committee member.  For fiscal 1997, no 
   bonus was payable because NCH's net income did not increase by 10% or more 
   over its net income for fiscal 1996.

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

   <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.



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

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


   Compensation Committee Interlocks and Insider Participation in Compensation
   Decisions

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


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


   Executive Compensation

        The following table summarizes the compensation paid to Messrs. Irvin,
   Lester, and Milton Levy, who together hold the office of the Executive 
   Committee, and to NCH's two other most highly compensated executive 
   officers (whose compensation exceeded $100,000 in fiscal 1997) for services 
   rendered in all capacities to NCH during the fiscal years ended April 30, 
   1997, 1996, and 1995.

   <PAGE>

                        SUMMARY COMPENSATION TABLE
      
   Name and                        Annual Compensation(1)        All Other 
   Principal              Fiscal   ----------------------        Compensa- 
   Positions               Year    Salary(2)      Bonus          tion (3)
   -----------------      -----    ---------     --------        ---------
                                                                
   Irvin L. Levy,
   President              1997      $862,282    $       -          $3,700
                          1996       859,228            -           3,700
                          1995       857,539      300,000           3,700

   Lester A. Levy, 
   Chairman
   of the Board           1997       866,263            -           3,000
                          1996       863,430            -           3,000
                          1995       863,572      300,000           3,700

   Milton P. Levy, Jr., 
   Chairman of the
   Executive Committee    1997       867,598            -           3,000
                          1996       865,281            -           3,700
                          1995       865,936      300,000           3,700

   Thomas F. Hetzer, 
   Vice President
   - Finance              1997       205,883            -           3,700
                          1996       192,204            -           3,700
                          1995       170,732       10,000           3,700

   Glen L. Scivally, 
   Vice President
   and Treasurer          1997       182,357            -           3,700
                          1996       175,114            -           3,700
                          1995       164,927       10,000           3,700

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

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

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

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

   <PAGE>

   Retirement Agreements

        NCH has entered into retirement agreements allowing retirement at any 
   time after age 59-1/2 with Messrs. Irvin, Lester, and Milton Levy that 
   provide for lifetime monthly payments and guarantee 120 monthly payments 
   beginning at death, retirement, or disability.  By decision of the Board of 
   Directors on April 2, 1997, payments under these agreements were increased 
   from $385,000 to $500,000 per year for Messrs. Irvin L. Levy and Lester A. 
   Levy and decreased from $535,000 to $500,000 per year for Mr. Milton P. 
   Levy, Jr., subject to adjustment each year for increases in the United 
   States Consumer Price Index for the preceding year.

                        CERTAIN TRANSACTIONS

        In December of 1996, NCH turned in for their cash value the split 
   dollar life insurance policies it had purchased pursuant to agreements with 
   the sons and former son-in-law of Lester A. Levy and sons of Irvin L. Levy, 
   who are, or were, employees of NCH, insuring Irvin L. Levy, Lester A. Levy, 
   and Milton P. Levy, Jr.  The insurance policies would have provided benefits
   to the above indicated employees totalling $10,000,000 on the death of 
   combinations of insureds.  NCH had been granted a security interest in the 
   cash value of each policy to the extent of the sum of premium payments made 
   by NCH.  The Board of Directors has decided that it will no longer purchase 
   insurance on the lives of Messrs. Irvin, Lester, and Milton Levy for the 
   benefit of the employees.        

   <PAGE>

              FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN 

        The following graph presents NCH's cumulative stockholder return during
   the period beginning April 30, 1992, and ending April 30, 1997.  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., 
   The Dexter Corporation, Ecolab Inc., Lawson Products, Inc., Nalco Chemical 
   Company, National Service Industries, Inc., Petrolite Corporation, Premier 
   Industrial Corporation (Premier), Quaker Chemical Corporation, Safety-Kleen 
   Corp., and Snap-On Tools Corporation.  Last year, the peer group index 
   included the previous companies as well as Premier.  However, during fiscal 
   year 1997, Premier was acquired by another corporation.  As a result, 
   Premier's shareholder return is no longer available, and therefore, Premier
   was excluded from the peer group for performance after 1996.  Each index 
   assumes $100 invested at the close of trading on April 30, 1992, and is 
   calculated assuming quarterly reinvestment of dividends and quarterly 
   weighting by market capitalization.


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

   
                         1992     1993     1994     1995     1996     1997
                         ----     ----     ----     ----     ----     ----
   NCH Corporation        100      100      101      111      104      118
   S&P 500 Index          100      109      115      135      176      220
   Peer Group             100      100       99      105      125      156
   
   Data source:  S&P Compustat, a division of McGraw-Hill, Inc. 


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

   <PAGE>

                       SECURITY OWNERSHIP OF
                 PRINCIPAL STOCKHOLDERS AND MANAGEMENT

        The following table sets forth certain information regarding the 
   beneficial ownership of NCH's Common Stock as of June 2, 1997, by: (i) 
   persons known to management to beneficially own more than 5% of NCH's 
   Common Stock; (ii) each director and nominee for director; (iii) the 
   three persons holding the office of the Executive Committee and NCH's two 
   other most highly compensated executive officers (whose compensation 
   exceeded $100,000 in fiscal 1997); 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)                  1,522,731                  21.3%
      Lester A. Levy (2)(4)                 1,484,318                  20.7%
      Milton P. Levy, Jr. (2)(5)            1,112,059                  15.5%
      Glen L. Scivally                              0                      -  
      Jerrold M. Trim (6)                           0                      -  
      Thomas B. Walker, Jr.                    10,000                      *  
         
      All directors and executive           4,085,459                  57.0%
      officers as a group (12 people)

      First Chicago NBD Corporation (7)       419,020                   5.8%
   --------------------   

*       Less than 1% of class.

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

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

   (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 the following shares, beneficial ownership of which Irvin L. Levy 
   disclaims: 31,520 shares held as trustee for his grandnephews and grandniece
   over which he has sole voting and investment power, and 29,000 shares held 
   as cotrustee with his brothers for a family trust over which he shares 
   voting and investment power.

   <PAGE>

   (4)  Lester A. Levy owns a life estate interest in 625,194 shares included 
   in the table over which he has sole voting and investment power, and his 
   children own a remainder interest in such 625,194 shares.  The table 
   includes the following shares, beneficial ownership of which Lester A. Levy 
   disclaims: 19,261 shares held as trustee for his grandnieces over which he 
   has sole voting and investment power, and 29,000 shares held as cotrustee 
   with his brothers for a family trust over which he shares voting and 
   investment power.

   (5)  The table includes the following shares beneficial ownership of which 
   Milton P. Levy, Jr. disclaims: 34,448 shares owned by his wife over which 
   he has no voting or investment power, 29,000 shares held as cotrustee with 
   his brothers for a family trust over which he shares voting and investment 
   power, and 2,106 shares held as cotrustee with his daughters for their 
   benefit over which he shares voting and investment power.

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

   (7)  The table sets forth First Chicago NBD Corporation's stockholding 
   based on its latest Schedule 13G filed with the SEC dated as of February 4,
   1997.  First Chicago NBD Corporation reports its address as One First 
   National Plaza, Chicago, Illinois 60670.  It has sole dispositive power 
   over 419,020 shares, shared dispositive power over 0 shares, sole voting 
   power over 411,220 shares, and shared voting power over 0 shares.


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


                            PROPOSALS OF STOCKHOLDERS

        Stockholders of NCH who intend to present a proposal for action at the 
   1998 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 24, 1998, for such proposal to be 
   included in NCH's proxy statement and form of proxy relating to such 
   meeting.


                                ANNUAL REPORT

        The Annual Report for the year ended April 30, 1997, 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, 1997, 
   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.


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

   Irving, Texas
   Dated:  June 24, 1997

   <PAGE>     

   PROXY CARD

                              NCH CORPORATION


                 ANNUAL MEETING OF STOCKHOLDERS-JULY 24, 1997
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   The undersigned, revoking all prior proxies, hereby appoints James H. Stone,
   Tom Hetzer, and Joe Cleveland, and any one or more of them, proxy or 
   proxies, with full power of substitution in each, and hereby authorizes
   them to vote for the undersigned and in the undersigned's name, all shares
   of common stock of NCH Corporation (the "Company") standing in the name of
   the undersigned on June 2, 1997, as if the undersigned were personally
   present and voting at the Company's annual meeting of stockholders to be
   held on July 24, 1997, 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.

            (Continue and to be signed on reverse side)

   
   <PAGE>


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

   Nominees:  Irvin L. Levy and Jerrold Trim

   ---------------------------------------------------------------------
   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 Peat Marwick 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:                                             , 1997
           ------------------------------------------- 


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