MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
 
 
 SECOND QUARTER RESULTS
 
 Overview
 
 Consolidated net sales of $175.6 million for the second quarter
 of 1995 increased 14% over the comparable 1994 period.  Net
 earnings of $12.1 million were 25% lower than the $16.1 million
 reported in the second quarter of 1994.  Net earnings per common
 share of $.25 decreased 19% from the $.31 reported last year.
 
 Gross margin as a percentage of net sales decreased to 29.5%
 from 33% in last year's second quarter, primarily as a result of
 lower margins in the domestic and international dyes businesses. 
 Consolidated operating profit of $21.3 million declined 16% from
 the second quarter of 1994 as specialty chemicals decreased 33%
 and specialty process equipment and controls segment increased
 31%.
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment reported sales of
 $101.2 million representing a decrease of 4% from the comparable
 period in 1994.  The decrease was attributable to the impact of
 lower selling prices (-4%) and lower unit volume (-2%), offset
 in part by favorable currency translation (2%).
 
 Domestic dyes sales of $49.6 million declined 14% from the 1994
 second quarter primarily due to lower unit volume (-10%) and
 lower selling prices (-4%).  International dyes sales of $26.9
 million increased 12% versus the second quarter of 1994
 primarily as a result of foreign currency translation (9%) and 
 higher unit volume (10%), offset in part by lower selling prices
 (-7%).  Specialty ingredients sales of $24.7 million rose 3%
 primarily as a result of increased unit volume.  The percentage
 of specialty chemicals sales outside the United States increased
 to 28% from 24% in the second quarter of 1994.
 
 Operating profit of $13.1 million for the second quarter of 1995
 decreased 33% from the comparable quarter in 1994 primarily
 attributable to the impact of lower unit volume and pricing in
 domestic dyes and lower pricing and exchange rate fluctuations 
 among European currencies in international dyes.  The percentage
 of specialty chemicals operating profit outside the United
 States decreased to 15% from 19% in the second quarter of 1994.
 
 
 Specialty Process Equipment and Controls 
 
 The Company's specialty process equipment and controls segment
 reported sales of $74.4 million representing an increase of 52%
 from the second quarter of 1994. Approximately 40% was
 attributable to the incremental impact of acquisitions completed
 since May of 1994 with the balance of 12% primarily from increased unit
 volume.   International sales of $18.3 million increased 21%
 from 1994 primarily as a result of acquisitions and accounted
 for 25% of total segment sales versus 31% for the comparable
 period in 1994.  Operating profit for the second quarter of 1995
 increased 31% to $11.1 million.  Approximately 14% was
 attributable to the incremental impact of acquisitions completed
 since May of 1994 with the balance primarily from increased unit
 volume.  The order backlog for extruders and related equipment
 at the end of the second quarter amounted to $83 million
 compared to $66 million at December 31, 1994.
 
 Other
 
 Selling, general and administrative expenses of $26.7 million
 increased 20% versus the comparable period in 1994 primarily due
 to the impact of acquisitions and inflation.  Depreciation and
 amortization of $3.8 million increased 19% versus 1994 primarily
 as a result of a higher fixed asset base including acquisitions.
 Interest expense increased $1.8 million to $2.0 million
 primarily as a result of increased borrowings. 
 Other income of $13 thousand decreased by $78 thousand versus
 1994.  The Company's effective tax rate of 37.5% increased
 versus the 36.4% in the 1994 period.
 
 
 YEAR-TO-DATE RESULTS
 
 Overview
 
 Consolidated net sales of $343.8 million for the first six
 months of 1995 increased 19% from the comparable period in 1994. 
 Net earnings of $25.3 million decreased 13% versus the $28.9
 million earned in the first half of 1994.  Net earnings per
 common share of $.52 decreased 7% from the $.56 reported last
 year.
 
 Gross margin as a percentage of net sales decreased to 30.1%
 from 32.5% in the comparable 1994 period primarily as a result 
 of lower margins in the domestic and international dyes
 businesses.  Consolidated operating profit of $43.8 million
 declined 3% from $45.1 million in the first half of 1994 as  
 
 specialty chemicals decreased 19% and specialty process
 equipment and controls increased 38%.
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment reported sales of
 $203.8 million representing a 1% increase from $201 million  in
 the first six months of 1994.  The increase was primarily
 attributable to foreign currency translation as unit volume
 increases were offset by lower selling prices.
 
 Domestic dyes sales of $101.9 million were 5% lower than the
 first six months of 1994 primarily due to lower selling prices.
 International dyes sales of $51.5 million increased by 11%
 versus 1994 primarily as a result of foreign currency
 translation (9%) and unit volume growth (8%), offset by lower
 selling prices (-6%).  Specialty ingredients sales rose 7% to
 $50.4 million reflecting primarily increased unit volume.  The
 percentage of sales outside the United States increased to 27%
 from 24% for the comparable period in 1994.
 
 Operating profit of $28.7 million for the first six months of
 1995 decreased 19% from 1994.  The decrease was attributable
 primarily to the impact of lower pricing in the domestic and
 international dyes businesses.  The percentage of operating
 profit outside the United States decreased to 16% from 19% in
 the first half of 1994.
 
 Specialty Process Equipment and Controls
 
 The Company's specialty process equipment and controls segment
 reported sales of $140 million representing a 61% increase over
 the first six months of 1994.  Approximately 47% of the sales
 increase was attributable to the incremental impact of
 acquisitions completed since May of 1994 and the balance of 14%
 primarily from increased unit volume.  International sales of
 $30.4 million increased 41% from 1994 primarily as a result of
 acquisitions and accounted for 22% of total segment sales versus
 25% in the first six months of 1994.  Operating profit of $21.1
 million increased 38% versus the comparable 1994 period. 
 Approximately 21% was attributable to acquisitions with the
 balance primarily from higher unit volume.
 
 Other
 
 Selling, general and administrative expenses of $52.2 million
 increased 24% versus the first six months of 1994 primarily due
 to the impact of acquisitions and inflation.  Depreciation and
 amortization of $7.5 million increased 17% versus the 1994
 period primarily as a result of a higher fixed capital base 
 
 including acquisitions.  Interest expense increased $3.2 million
 primarily as a result of increased borrowings.  Other income of
 $241 thousand decreased $394 thousand versus 1994 primarily due
 to lower royalty income and higher miscellaneous expense.  The
 effective tax rate of 37.6% increased versus the 36.3% in the
 comparable 1994 period.
 
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The July 1, 1995 working capital balance of $123.2 million
 increased $1.6 million from $121.6 million at year-end 1994. 
 The current ratio declined to 1.7 from 1.9 at the end of 1994
 primarily as a result of the increase in notes payable.   
 Average days sales in receivables decreased to 51 days in 1995
 from 54 days for all of 1994.  Inventory turnover averaged 2.8
 for the first half of 1995 compared to 3.0 for all of 1994.
 
 Cash flows from operating activities of $3.3 million decreased
 $6.3 million from the first half of 1994 primarily attributable
 to lower earnings and increased working capital requirements. 
 Cash provided by operating activities and increased borrowings
 were used to finance acquisitions, fund capital expenditures,
 pay cash dividends and repurchase 222,800 shares of the
 Company's common stock.  The Company's debt to total capital
 increased to 35% from 29% at year-end 1994.  Capital
 expenditures are expected to approximate $20 million in 1995
 primarily for expansion and improvement of operating facilities
 in the United States and Europe.  The Company's long-term
 liquidity needs including such items as capital expenditures and
 dividends are expected to be financed from operations.
 
 
 INTERNATIONAL OPERATIONS
 
 The lower U.S. dollar exchange rate versus the Belgian Franc and
 French Franc accounted primarily for the favorable adjustment of
 $5.9 million in the accumulated translation adjustment account
 since year-end 1994.  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 275 engineers, draftsmen, chemists,
 and technicians responsible for developing new and improved
 chemical products and process equipment systems for the
 industries served by the Company.  Often, new products are
 developed in response to specific customer needs.  The Company's
 process of developing and commercializing new products and
 product improvements is ongoing and involves many products, no
 one of which is large enough to significantly impact the
 Company's results of operations from year-to-year.  Research and
 development expenditures totalled $7.2 million for the first
 half of 1995 compared to $5.6 million in the comparable 1994
 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,
 will not be material to the results of the Company's operations
 in any given year.