<PAGE>
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________________________________________________________________________________
 
                       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 DECEMBER 31, 1995           COMMISSION FILE NO. 1-4654
 
                            ------------------------
 
                               WITCO CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            ------------------------
 
<TABLE>
<S>                                                       <C>
                        DELAWARE                                                 13-1870000
            (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER IDENTIFICATION NO.)
             INCORPORATION OR ORGANIZATION)
 
                   ONE AMERICAN LANE                                             06831-2559
                 GREENWICH, CONNECTICUT                                          (ZIP CODE)
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 552-2000
 
                            ------------------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                                           NAME OF EACH EXCHANGE
                          TITLE OF EACH CLASS                               ON WHICH REGISTERED
-----------------------------------------------------------------------   ------------------------
 
<S>                                                                       <C>
Common Stock -- $5 Par Value                                              New York Stock Exchange
Rights to Purchase Series A Participating                                 New York Stock Exchange
  Cumulative Preferred Stock
</TABLE>
 
     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]
 
     As of March 1, 1996, the aggregate market value of the voting stock held by
non-affiliates  of the Registrant, based on the  closing price on March 1, 1996,
on the New  York Stock  Exchange for the  Registrant's Common  Stock, was  $1.82
billion.
 
     There  were 56,489,369 shares of  the Registrant's Common Stock outstanding
on March 1, 1996.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of Registrant's definitive Proxy Statement for its April 24, 1996,
Annual Meeting of Shareholders are incorporated by reference into Part III.
 
________________________________________________________________________________

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<PAGE>

                                     PART I
 
ITEM 1 -- BUSINESS
 
(A) GENERAL DEVELOPMENT OF BUSINESS
 
     The Company is a global manufacturer and marketer of specialty chemical and
petroleum  products  for  use  in  a wide  variety  of  industrial  and consumer
applications. Most of the  Company's products are  sold to industrial  customers
for  use as additives and  intermediates which impart particular characteristics
to such customers' end products. Established in 1920, at December 31, 1995,  the
Company had 8,053 employees worldwide.
 
     The  Company's  operations  are divided  between  three  business segments:
Chemical, OSi  Specialties and  Petroleum  which are  described in  Section  (c)
below.
 
     In  1992, the Company completed the acquisition of the Industrial Chemicals
and  Natural  Substances  divisions  of   Schering  AG  Berlin  (the   'Schering
Acquisition').  As  a result  of  the acquisition,  the  Company's international
presence expanded with the  addition of a large  chemical manufacturing base  in
Germany and operations in Spain, the United Kingdom, France and Italy.
 
     On  October 19,  1995, Witco completed  the acquisition  of OSi Specialties
Holding  Company  ('OSi  Specialties'  or  'OSi'),  an  entity  engaged  in  the
manufacture  of silicone surfactants,  amine catalysts, organofunctional silanes
and specialty fluids and the operation of manufacturing and blending  facilities
in West Virginia, Europe, South America and Asia.
 
     In  1995, the  Company completed the  disposition of its  Battery Parts and
Carbon Black operations. These  dispositions completed the Company's  previously
announced  plan to dispose of all of the businesses of the Company's Diversified
Products segment.
 
     In September 1995, the Company announced its intention to dispose of all of
the businesses in the Lubricants portion  of its Petroleum segment. The  Company
anticipates completing this disposition by mid-1996.
 
     Witco  Corporation was incorporated  in 1958 under the  laws of Delaware as
Witco Chemical  Company, Inc.,  at which  time  it succeeded  by merger  to  the
business  of Witco Chemical Company, an Illinois corporation formed in 1920. Its
executive offices  are  located at  One  American Lane,  Greenwich,  Connecticut
06831-2559, telephone (203) 552-2000.
 
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
 
     Reference  is made to  Note 15 of  Notes to Financial  Statements. See Item
8 --  Financial Statements  and Supplementary  Data following  Part IV  of  this
report.
 
(C) NARRATIVE DESCRIPTION OF BUSINESS
 
     The  Company's  operations  are divided  between  three  business segments:
Chemical, OSi Specialties and Petroleum Products.
 
Chemical Products
 
Oleochemicals/Surfactants
 
     Witco offers one of the broadest lines of surfactants and oleochemicals  in
the  chemical industry,  providing 'one-stop  shopping' for  its customers  on a
global basis.  These products  are  sold to  a  range of  industries,  including
cosmetics  and pharmaceuticals; personal care, soap and detergent; agricultural;
rubber; food; paint and protective coatings; and textile. Surfactants change the
surface tension of  liquids. They  include agricultural  emulsifiers, which  are
used  to break up pesticides into small particles, thereby increasing dispersion
and  improving  penetration,  and  food  emulsifiers,  which  impart  particular
characteristics (such as consistency) to certain foods. In addition, surfactants
are  used in personal care products, fabric softeners, and detergents to improve
penetration and cleaning capability. These products complement those offered  by
the Petroleum Specialties Group of the Company's Petroleum
 
                                       1
 
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Products  segment in this area. Oleochemicals  are derived from natural fats and
oils,  and  include   fatty  acids,   fatty  amines,   esters  and   glycerines.
Oleochemicals  modify surfaces either as direct  lubricants, or as components of
ingredients that modify surfaces. Examples of their diverse applications include
acting as lubricants in plastics; imparting mold release features for the rubber
industry; and acting as  curing systems for rubber.  The Company is a  worldwide
producer  of cationic  and amphoteric  surfactant products.  These materials are
major ingredients in fabric softener,  hair conditioner and other personal  care
products.
 
Polymer Additives
 
     Witco  is a worldwide  supplier of additives and  catalysts for the polymer
industry. It manufactures  stabilizers, lubricants,  plasticizers, and  peroxide
catalysts  used in  the manufacture of  polyvinyl chloride (PVC)  resin for such
applications as pipes, fittings, siding and packaging materials. The Company  is
also   a  supplier  of  lubricants,  antioxidants,  and  peroxide  catalysts  to
polyolefin/polystyrene manufacturers.  These resins  are used  extensively in  a
broad  spectrum of applications  ranging from packaging  film to small appliance
housings. The Company  is a European  producer of aluminum  alkyls, used as  co-
catalysts   in  the  production  of   polyolefins  (including  polyethylene  and
polypropylene, which  are among  the  world's largest  volume plastics  used  in
packaging, cars, furniture, and appliances) and produces organotin compounds for
the production of PVC stabilizers and biocides for marine paints.
 
Resins
 
     The  Resins Group, based in Germany, serves Witco's diverse global customer
base for polyurethane intermediates, coatings,  and epoxy resins and  hardeners.
It  encompasses  Witco's  U.S.-based polyurethane  intermediates  businesses and
epoxy resins, hardeners and polyurethanes manufacturing and marketing operations
in the U.K., France, Germany, Italy, and Denmark.
 
     Witco has  been  developing  water-based polyurethanes  to  replace  higher
volatile  organic compound solvent-based systems.  This has increased the number
of new products and Witco's market share among multi-product customers. Witco is
conducting an effort to develop technical applications for these products in new
markets. Examples  include  new  water-based textile  coatings  and  a  patented
dimethyl pyrazol (DMP) polyurethane for anti-corrosive coatings developed in the
U.K., polyurethane systems for footwear developed in France for manufacturers in
Asia  and  South  America, low-fogging  polyesters  for the  European  and Asian
markets, water-based  epoxy resins  and hardeners  and polyurethane  dispersions
worldwide.
 
     Worldwide,   footwear,  adhesives,  and  coatings  are  believed  to  offer
significant new  business potential  for  customers with  both epoxy  resin  and
polyurethane  needs.  To  meet  these  needs,  Witco  is  investing  in capacity
expansions at plants worldwide.
 
Customers
 
     The Company markets  its specialty chemical  products directly through  its
own sales force and through an organized distribution program to more than 6,000
customers in the United States and more than 80 foreign countries operating in a
broad  range  of industries.  Its chemical  business is  not dependent  upon any
single customer or a few customers. During the year ended December 31, 1995,  no
customer  accounted for more than 4 1/2% of Chemical Segment sales, and sales to
the ten largest customers  accounted for approximately  15% of Chemical  Segment
sales.
 
Competition
 
     Competition   in  the  Company's  specialty  chemicals  business  is  based
primarily on product consistency, quality and performance, customer service, and
the technological resources necessary to  develop and deliver new products  that
meet  customer  needs.  Several factors  constitute  barriers to  entry  for new
participants in many  of the  Company's markets:  the need  to make  significant
capital  and research  and development expenditures;  the need  for an extensive
distribution network;  the high  level of  expertise needed  to solve  technical
problems for customers; manufacturing and product formulation
 
                                       2
 
<PAGE>
<PAGE>

knowledge;  the  lengthy  product  development  process  and  customers' general
aversion to contracting with unproven suppliers of specialty chemical  products.
Competition  is fragmented, with no one  competitor offering products across all
of the Company's chemical product lines.
 
OSi Specialties
 
     OSi Specialties,  a  wholly-owned subsidiary  of  the Company  acquired  in
October   1995,  manufactures   and  sells  over   500  silicone-based  chemical
intermediate products  to  manufacturers  of  fiberglass,  reinforced  plastics,
polyurethane   foam,   textiles,  coatings,   automotives,   adhesives,  rubber,
pharmaceuticals,  thermoplastics,  sealants  and  agricultural,  electrical  and
personal  care products throughout the  world. In 1958, OSi  invented the use of
silicone surfactants  in  the manufacture  of  urethane foam.  This  fundamental
technological advance facilitated a lower-cost, continuous manufacturing method,
resulting  in accelerated growth in  the urethane foam industry.  OSi was also a
pioneer in  the  silanes  industry,  and  was  instrumental  in  developing  key
technology for the reinforcement of plastics.
 
     Regardless  of  form, most  silicones  share a  combination  of properties,
including electrical resistance, ability to maintain performance across a  broad
range  of  temperatures,  resistance  to  aging,  water  repellence, lubricating
characteristics  and  relative   chemical  and   physiological  inertness.   The
versatility  of  silicone-based  intermediates  has led  to  a  wide  variety of
applications across  a broad  spectrum  of industries  in all  major  countries.
Examples  of  OSi's products  include  catalysts, surfactants,  coupling agents,
process aids and other silicone-based specialty chemicals. Catalysts promote the
process of urethane foam and  polymer formation. Surfactants promote the  mixing
of  reactants, control cell  size and stabilize  urethane foam. Surfactants also
serve as wetting  agents in a  broad spectrum  of applications and  are used  in
personal  care products (hair  conditioning) and coatings  (for flow control and
leveling). Coupling agents bond inorganic and organic materials and enhance  the
physical, mechanical and adhesion properties of a variety of products, including
fiberglass,  sealants, rubber and  coatings. Process aides  include foam control
agents, which inhibit foam formation or reduce foam in such diverse applications
as antacid tablets, fountain soda and pulp and paper processing.
 
Raw Materials
 
     The principal raw materials for the OSi Specialties Segment's products  are
trichlorosilane, polyether fluids and dimethyl siloxane hydrolyzate. The Segment
purchases, in the aggregate, more than 50% of its raw materials from Dow Corning
Corporation  and Union  Carbide Corporation  under various  long-term agreements
expiring from 1998  to 2000. The  Segment purchases other  raw materials from  a
variety  of domestic and international suppliers, and these products are readily
available from other suppliers.
 
Customers
 
     The  Company   markets  its   OSi  Specialties   products  through   direct
distribution  using a trained sales force,  and through distributor sales in the
United  States  and  foreign  locations.  Since  the  acquisition,  no  customer
accounted for more than 14.2% of OSi Specialties Segment sales, and sales to the
ten  largest  customers accounted  for  approximately 38.8%  of  OSi Specialties
Segment sales.
 
Competition
 
     The  OSi  Specialties   Segment  faces  relatively   few  direct   silicone
competitors.  Competition is based primarily on product consistency, quality and
performance, customer  service  and  the technological  resources  necessary  to
develop  and  deliver new  products that  meet  customer needs.  Several factors
constitute barriers to entry in many  of the OSi Specialties Segment's  markets:
the  need to make significant capital and research and development expenditures;
the need for  an extensive  distribution network;  the high  level of  expertise
needed  to  solve technical  problems for  customers; manufacturing  and product
formulation  knowledge;  and  the   lengthy  product  development  process   and
customers'  general aversion to contracting with unproven suppliers of specialty
chemical products.
 
                                       3
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Petroleum Products
 
Petroleum Specialties
 
     Witco is  an important  manufacturer and  marketer of  white mineral  oils,
petrolatums,  refrigeration oils and  telecommunication cable filling compounds,
as well as natural  and synthetic petroleum sulfonates.  White mineral oils  and
petrolatums are extensively refined, high purity petroleum products suitable for
food  grade,  pharmaceutical  and  cosmetic  applications.  They  are  inert and
non-reactive,  and  impart  emolliency,  moisture  resistance,  lubrication  and
insulation  properties.  These products  are marketed  in coordination  with the
Oleochemicals/Surfactants Group of the  Company's Chemical Segment. In  addition
to  personal care and food applications,  white mineral oils and petrolatums are
used in  plastics,  agriculture,  textiles and  chemical  processing.  Petroleum
sulfonates  are oil soluble,  surface active agents  derived from both synthetic
and natural  petroleum feedstocks.  They provide  properties of  emulsification,
dispersion,  wetting of solids, and rust  and corrosion inhibition, and are used
in lubricant additives and metalworking fluids.  The Company is also a  supplier
of  fully refined, FDA-quality microcrystalline  waxes, which are primarily used
in paper lamination and packaging applications including cheese coatings.
 
Lubricants
 
     The Company produces  motor oils and  lubricants which it  sells under  the
Kendall  and  Amalie brand  names. Kendall  and Amalie  brand products  are sold
worldwide through  a network  of over  300 warehouse  distributors. Kendall  and
Amalie  brand  products  are  also  sold  directly  to  large  national accounts
domestically. In addition, Witco  is the largest  domestic private label  grease
manufacturer  and markets  Lubrimatic brand  products and  lubricating equipment
directly to its  customers. Witco  is also  a supplier  of specialty  naphthenic
oils,  which  are  marketed  to  the  rubber,  plastics,  ink  and  agricultural
industries, and asphalt and specialty road and surface treatment products, which
are sold primarily for highway construction and maintenance. In September  1995,
Witco  announced its  intention to divest  its Lubricants Group.  Results of its
Lubricants Group are currently reported as discontinued operations.
 
Customers
 
     The Company's  petroleum products  are marketed  directly through  its  own
sales  force and through distributors and agents. During the year ended December
31, 1995, no customer accounted for more than 7% of continuing Petroleum Segment
sales, and sales to the ten largest customers accounted for approximately 27% of
continuing Petroleum Segment sales.
 
Competition
 
     Many of  the  specialty petroleum  products  produced by  Witco,  like  its
specialty  chemical products, are characterized  by a need for  a high degree of
manufacturing competence and technical service. The petroleum products market is
highly competitive with the Company's products competing primarily on the  basis
of  pricing, quality and service. The  Company believes its technical expertise,
reputation for quality products,  and, in the case  of consumer products,  brand
name recognition, give it advantages in the marketplace.
 
International Operations
 
     Sales of Witco's continuing non-U.S. operations were $787.6 million, or 40%
of  total sales for continuing operations, for the year ended December 31, 1995.
Witco's manufacturing and producing operations outside the United States are  in
Belgium,   Brazil,  Canada,  Denmark,  England,   France,  Germany,  Hong  Kong,
Indonesia, Israel, Italy,  Korea, Malaysia, Mexico,  the Netherlands, Spain  and
Thailand.
 
                                       4
 
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Patents and Trademarks
 
     The  Company owns  and controls  patents, trade  secrets, trademarks, trade
names, copyrights and confidential  information, which in  the aggregate are  of
material  importance to  its business.  However, the  Company is  not materially
dependent upon  any single  patent or  trademark. The  Company's trademarks  are
registered in the United States and in a number of foreign countries, with terms
of  registration expiring generally between 1996  and 2006. The Company also has
approximately 1,400 patents and applications worldwide related to its continuing
operations. The Company intends to renew  and maintain in a timely manner  those
trademarks  and  patents  that are  renewable  and maintainable  and  are deemed
important to its business.
 
Backlog
 
     The nature  of the  Company's business  is such  that customer  orders  are
usually  filled within 30  days. Accordingly, backlog is  not significant to the
Company's business.
 
Research and Development
 
     The Company  is  actively  engaged in  research  and  development  programs
designed   to  develop  new  products,   manufacturing  processes,  systems  and
technologies to enhance  existing products and  processes. The Company  believes
its  investments in  research and development  have been an  important factor in
establishing  and   maintaining  its   competitive  position.   Witco   expended
approximately  $52.9 million in 1995, $40.7 million in 1994 and $40.3 million in
1993 on research and development of new products and services for its continuing
operations, and for improvements and  new applications of existing products  and
services for its continuing operations.
 
Environmental Matters
 
     The industries in which Witco operates have experienced increased operating
costs  and capital investments  due to statutes and  regulations at the federal,
state and local levels for the protection of the environment and the health  and
safety  of employees and others. Witco believes that expenditures for compliance
with these statutes and regulations will  continue to have a significant  impact
upon  the conduct of its business. The trend for greater environmental awareness
and more stringent  environmental regulations  is likely to  continue and  while
Witco cannot accurately predict how this trend will affect future operations and
earnings, Witco does not believe its costs will vary significantly from those of
its competitors in the chemical and petroleum industries.
 
     The  Company  evaluates  and  reviews  environmental  reserves  for  future
remediation and  other  costs on  a  quarterly basis  to  determine  appropriate
reserve  amounts. Inherent in this  process are considerable uncertainties which
affect the  Company's ability  to  estimate the  ultimate costs  of  remediation
efforts.  Such uncertainties include  the nature and  extent of contamination at
each site, evolving governmental  standards regarding remediation  requirements,
the  number and financial condition of  other potentially responsible parties at
multi-party sites, innovations  in remediation and  restoration technology,  and
the identification of additional environmental sites.
 
     Environmental  reserves related  to continuing  operations at  December 31,
1995 amounted to $83.6 million, which reflects management's assessment of future
remediation costs  in  light  of currently  available  information.  Remediation
expenditures  charged to those  reserves were $13.7 million  in 1995 and include
expenditures currently mandated as well as those not required by any  regulatory
authority   or  third  party.  The  Company  anticipates  1996  expenditures  to
approximate $24.0 million.
 
     Capital expenditures related  to continuing operations  for air, water  and
solid  waste control equipment  and facilities related  to continuing operations
amounted to $8.9 million in 1995. The Company estimates that approximately $20.0
million will be expended on similar capital projects in 1996.
 
     The Company  is  continuing  its  efforts to  reduce  hazardous  waste  and
emissions  generated by its operations. Through improved operating efficiencies,
installation of additional  environmental control equipment  and utilization  of
the  latest  innovations  in  waste  treatment  technology,  management believes
 
                                       5
 
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that  direct  recurring  operating  costs  associated  with  managing  hazardous
substances  and pollution  can be controlled.  Such costs  related to continuing
operations amounted to $28.2 million in 1995.
 
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
 
     Witco's foreign subsidiaries generally manufacture products similar to  the
principal  products manufactured  domestically. Subsidiaries  in the Netherlands
and Canada manufacture  petroleum specialty products;  subsidiaries in  Belgium,
Brazil,  Canada, Denmark,  England, France,  Germany, Israel,  Italy, Mexico and
Spain manufacture  chemical products.  In  early 1996,  the Company  acquired  a
resins manufacturing plant in Singapore.
 
     In  accord with  normal market  conditions, sales  made outside  the United
States are generally made on longer terms of payment than would be normal within
the United States. Foreign operations are  subject to certain risks inherent  in
carrying   on  international  business,   including  currency  devaluations  and
controls, export and import restrictions, inflationary factors, product  supply,
economic  controls, nationalization  and expropriation.  The likelihood  of such
occurrences varies from country to country and is not predictable. However,  the
Company's  primary foreign operations  are based in  Western Europe, Canada, and
other stable areas,  and, therefore, the  Company does not  believe these  risks
will have a significant impact upon the Company.
 
     Reference  is made to  Note 15 of  Notes to Financial  Statements. See Item
8 --  Financial Statements  and Supplementary  Data following  Part IV  of  this
report.
 
ITEM 2 -- PROPERTIES
 
     Witco  currently conducts  its manufacturing operations  for its continuing
businesses in 51 manufacturing plants  and other producing facilities, owned  in
fee  or occupied under  lease, of which  21 are in  the United States  and 30 in
other countries.  Of these  facilities,  33 are  utilized for  Chemical  product
manufacturing;  10 are utilized for OSi Specialties product manufacturing; and 8
are utilized for Petroleum product manufacturing.  All of the facilities are  in
good operating condition.
 
                                       6
 
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 PRINCIPAL MANUFACTURING PLANTS AND OTHER IMPORTANT PHYSICAL PROPERTIES RELATED
                                 TO CONTINUING
        OPERATIONS -- LOCATIONS BY INDUSTRY SEGMENT (OWNED IN FEE EXCEPT
              WHERE PARENTHETICAL DATES REFER TO LEASE EXPIRATION)
 
      CHEMICAL SEGMENT FACILITIES
      United States
      Santa Fe Springs, California*
      Blue Island, Illinois
      Chicago, Illinois
      Mapleton, Illinois -- 2 Plants
      Harahan, Louisiana
      Taft, Louisiana
      Brainards, New Jersey*
      Newark, New Jersey*
      Perth Amboy, New Jersey
      Brooklyn, New York
      Memphis, Tennessee
      Fort Worth, Texas
      Houston, Texas
      LaPorte, Texas
      Marshall, Texas
      Janesville, Wisconsin
      International
      Brantford, Canada
      Montreal, Canada
      Oakville, Canada
      Soro, Denmark (2005)
      Accrington, England
      Droitwich, England
      Flimby, England
      Elbeuf, France
      St. Amour, France
      Bergkamen, Germany (2091)
      Steinau, Germany
      Haifa, Israel
      Gambolo, Italy
      Cuatitlan, Mexico
      Singapore
      Granollers, Spain

      OSI SPECIALTIES SEGMENT FACILITIES

      United States
      Sistersville, West Virginia
 
      International
 
      Zwijndrecht, Belgium
      Itatiba, Brazil
      Termoli, Italy
 
      PETROLEUM SEGMENT FACILITIES

      United States
      Gretna, Louisiana
      Petrolia, Pennsylvania
      Trainer, Pennsylvania
      International
      Scarborough, Canada (1996)
      West Hill, Canada
      Amsterdam, the Netherlands
      Haarlem, the Netherlands
      Koog Aan De Zaan, the Netherlands
 
------------
 
* Manufacturing  plants to be closed in 1996 and 1997 as a part of the Company's
  plant consolidation program.
 
                                       7
 
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      OTHER FACILITIES

      United States
      Greenwich, Connecticut (2014)
      Los Angeles, California (2001)
      Tarrytown, New York (1997)
      Oakland, New Jersey
      Dublin, Ohio
      Houston, Texas (1996)
      S. Charleston, West Virginia (1997)
      Danbury, Connecticut (2000)
 
      World Headquarters -- Principal
      Executive, Administrative and Sales Office
 
      Administrative and Sales Office
      Research
      Research
      Research
      Administrative and Research
      Administrative and Research
      Administrative Office
      International
      Paris, France (1999)
      Frankfurt, Germany (1997)
      Singapore (1999)
      Meyrin, Switzerland (2007)
      Administrative and Sales Office
      Principal European Executive and
      Administrative Office
      Administrative and Research
      Administrative and Research
 
     In addition, OSi  Specialties operates  producing and  other facilities  in
Mexico, Korea, Hong Kong, Malaysia, Thailand and Indonesia.
 
ITEM 3 -- LEGAL PROCEEDINGS
 
     The  Company has been  notified that it is  a potentially responsible party
('PRP') or a defendant in a  number of governmental (federal, state, and  local)
and  private  actions  associated with  the  release, or  suspected  release, of
contaminants into the environment. As a PRP, the Company may be liable for costs
associated   with   the   investigation   and   remediation   of   environmental
contamination,  as well as  various penalties, and  damages to persons, property
and natural resources.  As of December  31, 1995, the  Company was a  PRP, or  a
defendant,  in connection  with 67 sites  at which  it is likely  to incur costs
associated with environmental investigation or remedial actions which have  been
or  will  be  executed  pursuant  to  the  Comprehensive  Environmental Response
Compensation  and  Liability  Act  ('CERCLA'),  the  Resource  Conservation  and
Recovery  Act ('RCRA'), or similar state or  local laws. With 22 exceptions, all
of these sites involve one or more  PRPs, and in most cases, there are  numerous
other  PRPs in addition to the Company. CERCLA, RCRA, and the state counterparts
to these federal laws, authorize governments to investigate and remediate actual
or suspected  damage to  the  environment caused  by  the release  or  suspected
release   of  hazardous  substances  into  the  environment,  or  to  order  the
responsible parties to investigate and/or remediate such environmental damage.
 
     The  Company  evaluates  and  reviews  environmental  reserves  for  future
remediation  and  other  costs on  a  quarterly basis  to  determine appropriate
reserve amounts. Inherent in this  process are considerable uncertainties  which
affect  the  Company's ability  to estimate  the  ultimate costs  of remediation
efforts. Such uncertainties include  the nature and  extent of contamination  at
each  site, evolving governmental  standards regarding remediation requirements,
changes in  environmental  regulations,  widely  varying  costs  of  alternative
cleanup  methods,  the  number  and  financial  condition  of  other potentially
responsible  parties  at  multi-party  sites,  innovations  in  remediation  and
restoration  technology,  and  the  identification  of  additional environmental
sites.
 
     The Company  has  numerous insurance  policies  which it  believes  provide
coverage  at  various  levels  for  environmental  liabilities.  The  Company is
currently  in  litigation   with  certain   of  its   insurers  concerning   the
applicability  and amount  of insurance  coverage for  environmental costs under
certain of these policies. Except  for amounts reflected in executed  settlement
agreements, no provision for recovery under any of these policies is included in
the Company's financial statements.
 
     The  Company  is  a  party  to a  Consent  Decree  with  the  United States
Environmental Protection  Agency ('EPA')  and the  United States  Department  of
Justice ('DOJ') filed with the District Court,
 
                                       8
 
<PAGE>
<PAGE>

Eastern  District of  California, on  June 7,  1995. The  Consent Decree settles
certain  litigation  related  to  the  Company's  Oildale,  California  refinery
operated  by its Lubricants  Group. Pursuant to the  Consent Decree, the Company
must construct a new wastewater recycling  system at the refinery, which  system
must  be  operational by  June 30,  1998, must  operate for  10 years,  and must
recycle at least  75% of the  total annualized  process and storm  water in  the
first year of operation, at least 78% in the second year and at least 82% in the
third  year and thereafter. The Company must also close the deep injection wells
at the  refinery by  June  30, 1998,  although the  Company  may keep  one  deep
injection well operational past this date (but in no event beyond June 30, 2002)
under  certain circumstances specified in the Consent Decree. The Consent Decree
also requires the  Company to  perform certain groundwater  monitoring and  site
characterization  work  at the  refinery (including  some  work off-site  at the
Chevron property adjacent to the  refinery) and to submit  to EPA Region IX  the
Company's  recommendations for future site  characterization and remediation, if
any, deemed necessary as a result of the initial site characterization  efforts.
The  Consent Decree also requires the Company to take certain additional actions
at the refinery,  some of which  have previously been  completed, and to  report
semi-annually  to EPA and DOJ its  progress with respect to design, construction
and operation of the wastewater recycling system.
 
     The Company is a defendant in  three similar actions pending in  California
state  courts, which arise out of  the Company's involvement in the polybutylene
resin manufacturing business in the 1970's: East Bay Municipal Utility  District
v.  Mobil Oil Co., et al., filed in November 1993, and pending in Superior Court
for the County of San Mateo; City of Santa Maria v. Shell Oil Co., et al.; filed
in May 1994, and pending  in Superior Court for the  County of San Luis  Obispo;
and  Nipomo Community Services District  v. Shell Oil Co.,  et al.; filed in May
1995, and pending  in Superior  Court for  the County  of San  Luis Obispo.  The
actions   generally  allege  that  the  Company  and  several  other  defendants
negligently misrepresented  the performance  of polybutylene  pipe and  fittings
installed  in water  distribution systems.  Other allegations  include breach of
warranty, fraud, strict liability and breach of the California Unfair  Practices
Act.
 
     On  November 3, 1995, the  United States filed suit  against the Company in
United States District Court for the Central District of Illinois seeking up  to
$4.5  million  in civil  penalties for  the alleged  discharge of  pollutants in
violation of the  Clean Water  Act. In this  action, the  United States  alleges
that, at various times from 1990 to 1993, the Company discharged pollutants into
the  Illinois River from its Mapleton, Illinois facility without first obtaining
a National Pollutant Discharge Elimination System Permit.
 
     The  Company  is  not   a  party  to   any  legal  proceedings,   including
environmental  matters, which it believes will have a material adverse effect on
its consolidated financial position. However, depending on the amount and timing
of an unfavorable  resolution of these  contingencies, it is  possible that  the
Company's  future  results  of  operations could  be  materially  affected  in a
particular period.
 
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     There were no matters submitted to a vote of security holders, through  the
solicitation  of proxies or otherwise, during  the fourth quarter ended December
31, 1995.
 
                                       9
 
<PAGE>
<PAGE>

                       EXECUTIVE OFFICERS OF THE COMPANY
 
     The following sets  forth information regarding  executive officers of  the
Company  as of February 29,  1996, and is included in  Part I in accordance with
Instruction 3 of Item 401(b) of Regulation S-K.
 
<TABLE>
<CAPTION>
                                                SERVED IN
                                                 PRESENT
                                                POSITION               PRIOR BUSINESS EXPERIENCE
           NAME AND PRESENT TITLE                 SINCE                 (WITHIN LAST FIVE YEARS)               AGE
---------------------------------------------   ---------   ------------------------------------------------   ---
<S>                                             <C>         <C>                                                <C>
CORPORATE
 
Peter J. Biancotti ..........................      1983                                                        52
  Vice President and Controller
John M. Bondur ..............................      1995     Managing director, Ward Howell                     52
  Vice President -- Human Resources                           International -- 1989 to 1995.
Bruce G. Davis ..............................      1995     Vice President Purchasing and Logistics,           47
  Vice President -- Purchasing and Logistics                  Standard Products -- 1993 to 1995.
                                                              Manager -- Materials, Sourcing and Support
                                                              Operations, GE Transportation Systems -- 1990
                                                              to 1993.
Ronald Edelstein ............................      1995     Vice President -- Information Systems -- April     46
  Chief Information Officer, Vice                             1992 to December 1995. General
  President -- Information Systems                            Manager -- Information Systems,
                                                              Witco -- October 1991 to April 1992. Vice
                                                              President -- Systems Development, Revlon
                                                              Inc. -- February 1991 to September 1991. Group
                                                              Director -- Systems and Programming, Revlon,
                                                              Inc. prior to February 1991.
Michael D. Fullwood .........................      1992     Group Vice President -- Finance and                49
  Executive Vice President and Chief                          Administration -- October 1990 to September
  Financial Officer                                           1992. Vice President and Treasurer prior to
                                                              October 1990.
Gerald Katz .................................      1995     Group Vice President -- Senior Managing            58
  Senior Vice President -- Corporate                          Director -- Witco Europe from 1992 to 1994.
  Development                                                 Group Vice President -- Chemical Group prior
                                                              to 1992.
William E. Mahoney ..........................      1994     Vice Chairman and Chief Operating                  64
  Vice Chairman and Chief Operating Officer                   Officer -- Chemicals -- September 1992 to
                                                              August 1994. Executive Vice
                                                              President -- Chemical Group prior to September
                                                              1992.
Dustan E. McCoy .............................      1993     Associate General Counsel, Ashland, Inc, prior     46
  Vice President, General Counsel and                         to April 1993.
  Corporate Secretary
Lawrence B. Nelson ..........................      1990     Group Vice President -- Petroleum Group            65
  Group Vice President -- Corporate
  Technology
James M. Rutledge ...........................      1990     Assistant Controller                               43
  Vice President and Treasurer
Carl R. Soderlind ...........................      1993     Group Vice President -- Commercial                 62
  Senior Vice President -- External Affairs                   Services -- March 1990 to December 1992. Vice
                                                              President -- Corporate Development and
                                                              Investor Relations prior to March 1990.
William R. Toller ...........................      1990     Vice Chairman and Chief Financial                  65
  Chairman of the Board and Chief Executive                   Officer -- March 1990 to September 1990.
  Officer                                                     Executive Vice President -- Finance and
                                                              Administration prior to March 1990.
</TABLE>
 
                                                  (table continued on next page)
 
                                       10
 
<PAGE>
<PAGE>

(table continued from previous page)
 
<TABLE>
<CAPTION>
                                                SERVED IN
                                                 PRESENT
                                                POSITION               PRIOR BUSINESS EXPERIENCE
           NAME AND PRESENT TITLE                 SINCE                 (WITHIN LAST FIVE YEARS)               AGE
---------------------------------------------   ---------   ------------------------------------------------   ---
<S>                                             <C>         <C>                                                <C>
CHEMICAL SEGMENT
 
Group Vice Presidents:
Nirmal Jain .................................      1993     Vice President and General Manager -- Argus        58
  Polymer Additives                                           Division prior to January 1993.
Peter Loewrigkeit ...........................      1995     Group Vice President -- Resins business unit       57
  Resins                                                      from 1994 to 1995, Vice
                                                              President -- Polyurethane/Polyesters business
                                                              unit from 1993 to 1994, Vice
                                                              President -- Business Manager -- Urethane
                                                              business unit from 1991 to 1993.
Frederick A. Shinners .......................      1994     Vice President and General Manager -- GE           53
  Oleochemicals/Surfactants                                   Silicones from August 1990 to June 1994.
                                                              President -- GE Plastics, Japan prior to
                                                              August 1990.
OSI SPECIALTIES SEGMENT
 
Group Vice President:
David I. Barton .............................      1995     Chairman of the Board and Chief Executive          57
                                                              Officer, OSi Specialties, Inc. -- July 1993 to
                                                              August 1995. Employed by GAF Chemicals
                                                              Corporation and its successor, International
                                                              Specialty Products, Inc. -- March 1988 to
                                                              October 1992.
 
PETROLEUM SEGMENT
 
Group Vice President:
Harvey L. Golubock ..........................      1990     Vice President Supply and Distribution prior to    53
  Lubricants                                                  September 1990.
Vice Presidents:
Eric R. Myers ...............................      1993     Vice President and General Manager --              49
                                                              Kendall/Amalie Division from January 1993 to
                                                              April 1993. Vice President and General
                                                              Manager -- Richardson Battery Parts Division
                                                              from May 1991 to December 1992. President and
                                                              General Manager, Bridgeport -- Piedmont
                                                              Manufacturing Co. -- Division of Bridge
                                                              Products, Inc. prior to May 1991.
Donald E. Weinberg...........................      1986                                                        60
 
INTERNATIONAL
 
Group Vice President:
 
Yuan-Hu (Dick) Liu ..........................      1995     President, Du Pont China Holding Co. Ltd., from    58
  Asian Operations                                            1993 - 1995. Group Manager/Director Greater
                                                              China, Du Pont China Ltd. from 1987 to 1993.
</TABLE>
 
                                       11
 
<PAGE>
<PAGE>

                                    PART II
 
ITEM 5 -- MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
 
     Witco's Common  Stock  is  listed  on the  New  York  Stock  Exchange.  The
following  table reflects  the high  and low sales  prices, as  reported on such
exchange for each quarterly period during the past two years:
 
<TABLE>
<CAPTION>
                                                      1995                1994
                                                ----------------    ----------------
                   QUARTER                       HIGH      LOW       HIGH      LOW
---------------------------------------------   ------    ------    ------    ------
 
<S>                                             <C>       <C>       <C>       <C>
First........................................   $29.38    $24.25    $35.00    $30.00
Second.......................................   $33.13    $27.25    $32.00    $26.38
Third........................................   $35.63    $31.50    $31.25    $27.38
Fourth.......................................   $35.13    $27.50    $28.75    $24.38
</TABLE>
 
     The approximate number of holders of  record of the Company's Common  Stock
as of February 29, 1996, was      .
 
     Dividends  on the Common Stock have been declared quarterly during the past
two years as follows:
 
<TABLE>
<CAPTION>
                                                                          PER SHARE
                                                                         ------------
                               QUARTER                                   1995    1994
----------------------------------------------------------------------   ----    ----
 
<S>                                                                      <C>     <C>
First.................................................................   $.28    $.25
Second................................................................   $.28    $.25
Third.................................................................   $.28    $.28
Fourth................................................................   $.28    $.28
</TABLE>
 
ITEM 6 -- SELECTED FINANCIAL DATA
 
     The data for this item are  submitted as a separate section following  Part
IV of this report.
 
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
     The  data for this item are submitted  as a separate section following Part
IV of this report.
 
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The consolidated financial statements and supplementary data of the Company
and its subsidiaries  are included in  a separate section  following Part IV  of
this report.
 
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     None.
 
                                       12
 
<PAGE>
<PAGE>

                                    PART III
 
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
 
(a) Identification of Directors
 
     Reference  is made to pages 3 through 6  of the Proxy Statement to be filed
pursuant to Regulation 14A no later than March 31, 1996.
 
(b) Identification of Executive Officers
 
     Reference is made to Part I of this Form 10-K.
 
(c) Business Experience
 
     Reference is made to pages 3 through  6 of the Proxy Statement to be  filed
pursuant  to Regulation 14A no later than March 31, 1996 and Part I of this Form
10-K.
 
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
     Reference is made to page 6 of the Proxy Statement to be filed pursuant  to
Regulation 14A no later than March 31, 1996.
 
ITEM 11 -- EXECUTIVE COMPENSATION
 
     Reference  is  made  to  the  information  set  forth  under  the  captions
'Compensation of Directors' and 'Executive Compensation' on pages 10 through  15
of  the Proxy  Statement to be  filed pursuant  to Regulation 14A  no later than
March 31, 1996.
 
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     For information  with  respect to  beneficial  ownership of  the  Company's
voting  securities, and rights thereto, reference is made to the information set
forth under the captions 'Ownership of Securities by Directors and Officers' and
'Security Ownership of Certain Beneficial Owners' on pages 7 and 8 of the  Proxy
Statement to be filed pursuant to Regulation 14A no later than March 31, 1996.
 
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
(a) Transactions with Management and Others
 
     Reference   is  made  to  the  information  set  forth  under  the  caption
'Compensation of  Directors' on  page 10  of  the Proxy  Statement to  be  filed
pursuant to Regulation 14A no later than March 31, 1996.
 
(b) Certain Business Relationships
 
     Reference  is made to  the information set forth  under the captions 'Other
Transactions' on  page  9 and  'Compensation  Committee Interlocks  and  Insider
Participation'  on  page 15  of  the Proxy  Statement  to be  filed  pursuant to
Regulation 14A no later than March 31, 1996.
 
                                       13
 
<PAGE>
<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.
 
     (a) 3 -- Exhibits:
 
<TABLE>
<CAPTION>
EXHIBIT
  NO.
-------
<C>       <S>
    3(i)  -- Restated Certificate of Incorporation.(1)
    3(ii) -- By-laws, as amended.(1)
    4     -- Instruments defining the rights of security holders, including indentures.
             (i)  --  Rights Agreement  dated as  of March  2, 1995,  between Witco  Corporation and  First
                      Chicago Trust Company of New York.(2)
             (iii) -- Pursuant to Regulation S-K, Item 601(b)(4)(iii), no debt or other security instrument
                      represents  10%  of  the  total  assets  of  the  Registrant,  and  accordingly  such
                      instruments  are not filed herewith. Registrant agrees  to furnish a copy of any such
                      agreement to the Commission upon request.
   10     -- Material Contracts.
             (i)   -- 1.  Agreement  and  Plan   of   Merger  dated  as of September 10, 1995, among  Witco
                      Corporation, Witsel Corporation and OSi Specialties Holding Company.(3)
                   -- 2. Amendment dated as of October 18, 1995, to the Agreement and Plan of Merger  dated
                         as of September 10, 1995, among  Witco Corporation,  Witsel  Corporation  and  OSi
                         Specialties Holding Company.(4)
             (iii)(A) -- Executive Compensation Plans and Arrangements Required to be Filed:
                      -- 1. 1986 Stock Option Plan for Employees, as amended.(5)
                      -- 2. 1989 Stock Option Plan for Employees.(6)
                      -- 3. 1992 Stock Option Plan for Employees.(7)
                      -- 4. Consultancy Agreement Between the Company and William Wishnick.(8)
                      -- 5. Witco Corporation 1994 Deferred Compensation Plan.(9)
                      -- 6. Supplemental Executive Retirement Plan of  Witco  Corporation  as  amended  and
                            restated effective December 5, 1995.
   11     -- Statement re Computation of Per Share Earnings.
   21     -- Subsidiaries of the Registrant.
   23     -- Consent of Independent Auditors.
   24     -- Power of Attorney.(10)
   27     -- Financial Data Schedule.
</TABLE>
 
     (b) Reports on Form 8-K.
 
          (i)  A report  on Form  8-K dated  October 31,  1995, as  amended by a
     report on Form 8-K/A dated December 20, 1995, was filed during the  quarter
     ended December 31, 1995, responding to Items 2 and 5 in connection with the
     Company's completion of the acquisition of OSi Specialties Holding Company.
 
          (ii)  A report on Form  8-K dated December 20,  1995, was filed during
     the quarter  ended December  31,  1995, responding  to  Item 7  filing  the
     historical  and pro forma  financial statements required by  that Item as a
     result of the Company's acquisition of OSi Specialties Holding Company.
 
     (c) The Exhibits  filed with  this report are  listed in  response to  Item
14(a)3.
 
     (d)  The response  to this portion  of Item  14 is submitted  as a separate
section of this report.
 
------------
 
 (1) This Exhibit was  included as an  exhibit to the  quarterly report on  Form
     10-Q  for the  quarter ended  March 31,  1994, and  such Exhibit  is hereby
     incorporated by reference.
 
                                              (footnotes continued on next page)
 
                                       14
 
<PAGE>
<PAGE>

(footnotes continued from previous page)
 
 (2) This Exhibit was included  as an exhibit to  the Registration Statement  on
     Form 8A filed with the Securities and Exchange Commission on March 3, 1995,
     and such Exhibit is hereby incorporated by reference.
 
 (3) This  Exhibit  was included  as Exhibit  2(a)  to Form  8-K filed  with the
     Securities and Exchange Commission on September 25, 1995, and such  Exhibit
     is hereby incorporated by reference.
 
 (4) This  Exhibit  was included  as Exhibit  2(c)  to Form  8-K filed  with the
     Securities and Exchange Commission on October 31, 1995, and such Exhibit is
     hereby incorporated by reference.
 
 (5) The 1986 Stock  Option Plan, as  amended, was  filed as an  Exhibit to  the
     Registration   Statement  on   Form  S-8,   registration  number  33-10715,
     Post-Effective Amendment No. 1 to Form  S-8 effective October 3, 1988,  and
     Post-Effective  Amendment No. 2  to Form S-8 effective  June 23, 1992. Such
     Exhibit is incorporated herein by reference.
 
 (6) The 1989 Stock  Option Plan  was filed as  an Exhibit  to the  Registration
     Statement  on Form S-8,  registration number 33-30995  effective October 2,
     1989, and Post-Effective  Amendment No. 1  to Form S-8  effective June  23,
     1992, and such Exhibit is hereby incorporated by reference.
 
 (7) The  1992 Stock  Option Plan  was filed as  an Exhibit  to the Registration
     Statement on Form  S-8, registration  number 33-48806,  effective June  23,
     1992, and such Exhibit is hereby incorporated by reference.
 
 (8) This  Exhibit was included as an exhibit  to the annual report on Form 10-K
     for the fiscal  year ended December  31, 1992, and  such Exhibit is  hereby
     incorporated by reference.
 
 (9) This  Exhibit was included as an exhibit  to the annual report on Form 10-K
     for the fiscal  year ended December  31, 1994, and  such Exhibit is  hereby
     incorporated by reference.
 
(10) The Power of Attorney appears on the Signature Page.
 
                                       15

<PAGE>
<PAGE>

                                   SIGNATURES
 
     Pursuant  to  the requirements  of Section  13 or  15(d) of  the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by  the undersigned,  thereunto duly authorized  on the  20th day  of
March, 1996.
 
                                          WITCO CORPORATION
 
                                          By /s/        WILLIAM R. TOLLER
                                             ...................................
                                                     WILLIAM R. TOLLER
                                                 CHAIRMAN OF THE BOARD AND
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
 
     KNOW  ALL MEN BY  THESE PRESENTS, that each  person whose signature appears
below constitutes and appoints WILLIAM R. TOLLER, WILLIAM E. MAHONEY, MICHAEL D.
FULLWOOD,  OR  DUSTAN  E.   MCCOY,  acting  severally,   his  true  and   lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Annual Report on Form 10-K, and to file the same, with
all exhibits  thereto, and  other documents  in connection  therewith, with  the
Securities  and  Exchange Commission,  granting  unto said  attorney-in-fact and
agent full power and authority  to do and perform each  and every act and  thing
requisite  and necessary to be  done in and about the  premises, as fully to all
intents and purposes as  he might or  could do in  person, hereby ratifying  and
confirming  all  that  said attorney-in-fact  and  agent, or  his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the  Securities Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                   NAME                                        TITLE                              DATE
------------------------------------------  --------------------------------------------   -------------------
<C>                                         <S>                                            <C>
PRINCIPAL EXECUTIVE OFFICERS:
 
          /s/ WILLIAM R. TOLLER              Chairman of the Board and Chief Executive       March 20, 1996
 .........................................                     Officer
            WILLIAM R. TOLLER
 
          /s/ WILLIAM E. MAHONEY             Vice Chairman and Chief Operating Officer       March 20, 1996
 .........................................
            WILLIAM E. MAHONEY
 
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
 
         /s/ MICHAEL D. FULLWOOD            Executive Vice President and Chief Financial     March 20, 1996
 .........................................                     Officer
           MICHAEL D. FULLWOOD
 
DIRECTORS:
 
           /s/ WILLIAM J. ASHE                                Director                       March 20, 1996
 .........................................
             WILLIAM J. ASHE
 
           /s/ SIMEON BRINBERG                                Director                       March 20, 1996
 .........................................
             SIMEON BRINBERG
 
           /s/ WILLIAM G. BURNS                               Director                       March 20, 1996
 .........................................
             WILLIAM G. BURNS
</TABLE>
 
                                       16
 

<PAGE>
<PAGE>
 
<TABLE>
<CAPTION>
                   NAME                                        TITLE                              DATE
------------------------------------------  --------------------------------------------   -------------------
<C>                                         <S>                                            <C>
           /s/ WILLIAM R. GRANT                               Director                       March 20, 1996
 .........................................
             WILLIAM R. GRANT
 
          /s/ RICHARD M. HAYDEN                               Director                       March 20, 1996
 .........................................
            RICHARD M. HAYDEN
 
            /s/ HARRY G. HOHN                                 Director                       March 20, 1996
 .........................................
              HARRY G. HOHN
 
          /s/ WILLIAM E. MAHONEY                              Director                       March 20, 1996
 .........................................
            WILLIAM E. MAHONEY
 
         /s/ L. JOHN POLITE, JR.                              Director                       March 20, 1996
 .........................................
           L. JOHN POLITE, JR.
 
            /s/ DAN J. SAMUEL                                 Director                       March 20, 1996
 .........................................
              DAN J. SAMUEL
 
          /s/ WILLIAM R. TOLLER                               Director                       March 20, 1996
 .........................................
            WILLIAM R. TOLLER
 
           /s/ BRUCE F. WESSON                                Director                       March 20, 1996
 .........................................
             BRUCE F. WESSON
 
           /s/ WILLIAM WISHNICK                               Director                       March 20, 1996
 .........................................
             WILLIAM WISHNICK
</TABLE>
 
                                       17


<PAGE>
<PAGE>
                                                                     SCHEDULE II
 
                   WITCO CORPORATION AND SUBSIDIARY COMPANIES
                       VALUATION AND QUALIFYING ACCOUNTS
                             (THOUSANDS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                                           COLUMN C
                                                                   ------------------------
                                                                                                             COLUMN E
                                                      COLUMN B            ADDITIONS                          --------
                                                     ----------    ------------------------                  BALANCE
                     COLUMN A                        BALANCE AT    CHARGED TO    CHARGED TO     COLUMN D      AT END
--------------------------------------------------   BEGINNING     COSTS AND       OTHER       ----------       OF
                   DESCRIPTION                       OF PERIOD      EXPENSES      ACCOUNTS     DEDUCTIONS     PERIOD
--------------------------------------------------   ----------    ----------    ----------    ----------    --------
 
<S>                                                  <C>           <C>           <C>           <C>           <C>
Year ended December 31, 1995:
     Valuation and qualifying accounts deducted
       from assets to which they apply:
          Allowances for doubtful
            receivables-trade.....................     $8,863        $2,615       $ (3,197)(a)   $1,177(b)    $7,104
                                                     ----------    ----------    ----------    ----------    --------
                                                     ----------    ----------    ----------    ----------    --------
 
Year ended December 31, 1994:
     Valuation and qualifying accounts deducted
       from assets to which they apply:
          Allowances for doubtful
            receivables-trade.....................     $6,821        $2,209       $    821       $  988(b)    $8,863
                                                     ----------    ----------    ----------    ----------    --------
                                                     ----------    ----------    ----------    ----------    --------
 
Year ended December 31, 1993:
     Valuation and qualifying accounts deducted
       from assets to which they apply:
          Allowances for doubtful
            receivables-trade.....................     $5,623        $2,652       $    427       $1,881(b)    $6,821
                                                     ----------    ----------    ----------    ----------    --------
                                                     ----------    ----------    ----------    ----------    --------
</TABLE>
 
------------
 
Notes:
 
(a) Amount  principally consists of the allowance  for doubtful accounts of $2.2
    million from the Lubricants Group, which  is reflected on the balance  sheet
    as net assets of discontinued operations.
 
(b) Uncollectible receivables charged against the allowance provided.
 
                                      S-1

<PAGE>