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                                                                EXHIBIT 10(i)(5)
 
                               AMENDMENT NO. 1 TO
                     AMENDED AND RESTATED CREDIT AGREEMENT
 
     AMENDMENT  dated as of December 23, 1996 to the Amended and Restated Credit
Agreement dated as of October 11, 1996 (the 'Agreement') among WITCO CORPORATION
and the BANKS listed on the signature pages hereof.
 
                                  WITNESSETH:
 
     WHEREAS, the parties hereto  desire to amend the  Agreement to provide  for
the change in the debt covenant specified below;
 
     NOW, THEREFORE, the parties hereto agree as follows:
 
     SECTION  1. Definitions; References.  Unless otherwise specifically defined
herein, each term used herein which is  defined in the Agreement shall have  the
meaning  assigned to  such term  in the  Agreement. Each  reference to 'hereof',
'hereunder', 'herein' and  'hereby' and  each other similar  reference and  each
reference  to 'this Agreement' and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the Agreement as amended
and restated hereby.
 
     SECTION 2. Amendment  of Section  5.07. Section  5.07 of  the Agreement  is
amended to replace '120%' with '175%'.
 
     SECTION 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
 
     SECTION 4. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as  if the  signatures thereto  and hereto were  upon the  same instrument. This
Amendment shall become effective as of the date hereof when the Agent shall have
received duly  executed  counterparts  hereof  signed by  the  Company  and  the
Required Banks (or, in the case of any party as to which an executed counterpart
shall not have been received, the Agent shall have received written confirmation
from such party of execution of a counterpart hereof by such party).
 
     IN  WITNESS WHEREOF,  the parties hereto  have caused this  Amendment to be
duly executed as of the date first above written.
 
                                          WITCO CORPORATION

                                          By /S/ JAMES M. RUTLEDGE
                                             ...................................
                                            Title: Vice President and Treasurer
 
                                          MORGAN GUARANTY TRUST
                                            COMPANY OF NEW YORK

                                          By /S/ ROBERT BOTTAMEDI
                                             ...................................
                                            Title: Vice President
 
                                          THE CHASE MANHATTAN BANK

                                          By /S/ ROBERT T. SACKS
                                             ...................................
                                            Title: Vice President
 



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                                          ABN AMRO BANK N.V.,
                                            NEW YORK BRANCH

                                          By /S/ GEORGE M. DUGAN
                                             ...................................
                                            Title: Vice President
 
                                          By /S/ JOHN M. KINNEY
                                             ...................................
                                            Title: A.V.P.
 
                                          BANK OF AMERICA ILLINOIS

                                          By /S/ WENDY L. LORING
                                             ...................................
                                            Title: Vice President
 
                                          CITIBANK, N.A.

                                          By /S/ MARY W. CORKRAN
                                             ...................................
                                            Title: Vice President
 
                                          COMMERZBANK AG, NEW YORK
                                            AND/OR CAYMAN ISLANDS BRANCH

                                          By /S/ ROBERT J. DONOHUE
                                             ...................................
                                            Title: Vice President
 
                                          By /S/ ANDREW R. CAMPBELL
                                             ...................................
                                            Title: Assistant Cashier
 
                                          DEUTSCHE BANK AG, NEW YORK
                                            AND/OR CAYMAN ISLANDS BRANCH

                                          By /S/ JOHN AUGSBURGER
                                             ...................................
                                            Title: Vice President
 
                                          By /S/ LYDIA ZAININGER
                                             ...................................
                                            Title: Vice President
 
                                          MELLON BANK, N.A.

                                          By /S/ JOHN SABROSKE
                                             ...................................
                                            Title: Vice President
 
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                                          FLEET NATIONAL BANK

                                          By /S/ ROBERT C. RUBINO
                                             ...................................
                                            Title: Vice President
 
                                          THE SUMITOMO BANK, LIMITED
                                            NEW YORK BRANCH

                                          By /S/ YOSHINORI KAWAMURA
                                             ...................................
                                            Title: Joint General Manager
 
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