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




SECOND QUARTER RESULTS

Overview

Consolidated net sales of $154.5 million for the second quarter
of 1994 increased 5% over the comparable 1993 period.  Net
earnings of $16.1 million were 3% higher than the second quarter
of 1993.  Net earnings per common share of $.31 increased 3%
from the $.30 reported last year.

Gross margin as a percentage of net sales was 33%, essentially
unchanged from the second quarter of 1993.  Operating profit of
$28.0 million increased 2% from the second quarter of 1993 with
all of the increase coming from the specialty process equipment
and controls segment.

Specialty Chemicals

The Company's specialty chemicals segment reported sales of
$105.4 million representing a 3% decrease from the comparable
period in 1993.  The decrease was attributable primarily to
lower selling prices (2%) and the impact of foreign currency
translation (1%).

Domestic dyes sales of $57.4 million were 4% lower than the
second quarter of 1993 primarily due to lower selling prices. 
International dyes sales of $24.0 million were lower by 7%
versus the comparable 1993 period with 2% attributable to
foreign currency translation and the balance primarily
attributable to lower unit volume under a long-term supply
agreement.  Specialty ingredients sales of $24.0 million rose 4%
primarily from increased unit volume.  The percentage of sales
outside the United States decreased slightly to 24% from 25% in
the second quarter of 1993.

Operating profit of $19.6 million for the second quarter of 1994
decreased 9% from the comparable quarter in 1993 primarily
attributable to lower selling prices and unit volume, offset in
part by lower dye intermediate costs.  The percentage of
operating profit outside the United States of 19% was unchanged
versus the comparable period in 1993.




Specialty Process Equipment and Controls 

The Company's specialty process equipment and controls segment
reported sales of $49.1 million representing a 26% increase over
the second quarter of 1993. Approximately 14% was attributable
to the acquisition of Egan Machinery, 8% to unit volume and 4%
to pricing.  Export sales of $15.1 million were up 9% versus
1993 and accounted for 31% of total segment sales versus 35% for
the second quarter of 1993.  Operating profit increased 36% to
$8.4 million in the second quarter of 1994 primarily as a result
of unit volume growth and improved pricing.  The order backlog
for extruders and related equipment at the end of the second
quarter amounted to $58 million compared to $38 million at the
end of 1993.

Other

Selling, general and administrative expenses of $22.4 million
increased 7% versus the second quarter of 1993 primarily due to
the acquisition of Egan Machinery and the impact of inflation. 
Depreciation and amortization of $3.2 million approximated the
level in the second quarter of 1993. Interest expense of $202
thousand decreased 33% from the second quarter of 1993 primarily
as a result of lower borrowings.  Other income of $91 thousand
was lower by $231 thousand (less than 1% of pretax earnings)
versus 1993.  The Company's effective tax rate of 36.4% was
slightly lower than the 37% in the 1993 period.


YEAR-TO-DATE RESULTS

Overview

Consolidated net sales for the first six months of 1994 of $288
million increased 2% from the comparable period in 1993.  Net
earnings of $28.9 million increased 3% versus the $27.9 million
earned in the first half of 1993.  Net earnings per common share
of $.56 increased 4% versus $.54 reported last year.

Gross margin as a percentage of net sales was 32.5%, unchanged
from the comparable 1993 period.  Operating profit of $51.0
million increased slightly from $50.3 million in the first half
of 1993.







Specialty Chemicals

The Company's specialty chemicals segment reported sales of $201
million representing a decline of 4% versus the first six months
of 1993.  The decrease was attributable to lower selling prices
(2%), lower unit volume (1%) and the impact of foreign currency
translation (1%).

Domestic dyes sales of $107.7 million were lower than the first
six months of 1993 by 5% due to lower selling prices and weak
demand for apparel dyes.  International dyes sales of $46.4
million were lower by 6% versus 1993 primarily as a result of
foreign currency translation and lower unit volume under a long-
term supply agreement.  Specialty ingredients sales rose 4% to
$46.9 million reflecting increased unit volume.  The percentage
of sales outside the United States decreased slightly to 24%
from 25% for the comparable period in 1993.

Operating profit of $35.7 million for the first six months of
1994 decreased 7% from 1993.  Most of the decrease was
attributable to lower unit volume and lower pricing, offset in
part by lower dye intermediate costs.  The percentage of
operating profit outside the United States decreased slightly to
19% from 20% in the first half of 1993.

Specialty Process Equipment and Controls

The Company's specialty process equipment and controls segment
reported sales of $87 million representing a 19% increase over
the first six months of 1993.  The sales increase was
attributable to the acquisition of Egan Machinery (7%), unit
volume growth (8%), and pricing (4%).  Export sales of $21.6
million declined 4% from 1993 and accounted for 25% of total
segment sales versus 31% in the first six months of 1993. 
Operating profit of $15.3 million increased 29% versus the
comparable 1993 period primarily as a result of unit volume
growth and improved pricing.

Other

Selling, general and administrative expenses of $42.2 million
increased 3% versus the first six months of 1993 primarily due
to the acquisition of Egan Machinery.  Depreciation and
amortization of $6.4 million increased slightly versus the 1993
period as a result of a higher fixed capital base.  Interest
expense of $384 thousand decreased 46% as a result of lower
borrowings for the six months in 1994 versus 1993.



Other income decreased by $241 thousand (less than 1% of pretax
earnings) versus 1993.  The Company's effective tax rate of
36.3% was slightly lower than the 37% in the comparable 1993
period.


LIQUIDITY AND CAPITAL RESOURCES

The June 25, 1994 working capital balance of $121.6 million
decreased 3% from year-end 1993.  The current ratio declined to
1.9 from 2.3 at the end of 1993 primarily as a result of
increased short-term borrowings.  Days sales in receivables of
53 days increased slightly from 52 days at year-end 1993. 
Inventory turnover of 3.0 for the first half of 1994 improved
slightly from 2.9 at year-end 1993.

Cash flows from operating activities of $9.6 million decreased
$6.9 million from the first half of 1993 primarily attributable
to increased working capital requirements.  Cash provided by
operating activities, cash reserves and increased borrowings
were used to finance the acquisition of Egan Machinery, fund
capital expenditures, pay cash dividends and repurchase 338,300
shares of the Company's common stock.  The Company's debt to
total capital ratio increased to 13% from 7% at year-end 1993. 
Capital expenditures are expected to approximate $20 million in
1994 primarily for expansion and improvement of operating
facilities in the United States and Europe.  Long-term liquidity
requirements including such items as capital expenditures and
dividends are expected to be financed from operations.


INTERNATIONAL OPERATIONS

The lower U.S. dollar exchange rate at June 25, 1994 versus
year-end 1993 for the Belgian Franc and French Franc accounted
for the increase of $1.8 million in the accumulated translation
adjustment account since year-end 1993.  Changes in the balance
of this account are primarily a function of fluctuations in
exchange rates and do not necessarily reflect either enhancement
or impairment of the net asset values or the earnings potential
of the Company's foreign operations.

The Company operates manufacturing facilities in Europe which
serve primarily the European market.  Exchange rate disruptions
between the United States and European currencies, and among
European currencies, are not expected to have a material effect
on year-to-year comparisons of the Company's earnings.



RESEARCH AND DEVELOPMENT

The Company employs about 240 engineers, draftsmen, chemists,
and technicians responsible for developing new and improved
chemical products, specialty food and pharmaceutical ingredients
and process equipment systems for the industries served by the
Company.  Year-to-year variations in sales of such new products
generally are not expected to significantly affect the Company's
results versus the prior year.  Research and development
expenditures totalled $5.6 million for the first half of 1994
compared to $5.5 million in the comparable 1993 period.



ENVIRONMENTAL MATTERS

The Company's manufacturing facilities are subject to various
federal, state and local requirements with respect to the
discharge of materials into the environment or otherwise
relating to the protection of the environment.  The Company has
been designated, along with others, as a potentially responsible
party under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, or comparable state
statutes, at two waste disposal sites; and two inactive
subsidiaries have been designated, along with others, as
potentially responsible parties at a total of four other sites.

While the cost of compliance with existing environmental
requirements is expected to increase, based on the facts
currently known to the Company, management expects that those
costs, including the cost to the Company of remedial actions at
the waste disposal sites where it has been named a potentially
responsible party, will not have a material effect on the
Company's liquidity and financial condition and that the cost to
the Company of any remedial actions will not be material to the
results of the Company's operations in any given year.