MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
 
 
 THIRD QUARTER RESULTS
 
 Overview
 
 Consolidated net sales of $159.1 million for the third quarter
 of 1995 increased 11% over the comparable 1994 period.  Net
 earnings of $8.1 million declined 21% from the third quarter of
 1994.  Net earnings per common share of $.17 was 15% lower than
 the $.20 reported last year.
 
 Gross margin as a percentage of net sales decreased to 28.0%
 from 30.8% in last year's third quarter, primarily from lower
 margins in the domestic and international dyes businesses. 
 Consolidated operating profit of $15.0 million declined 7% from
 the third quarter of 1994 as specialty chemicals decreased 34%
 and specialty process equipment and controls segment increased
 36%.
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment sales of $92.5 million
 were approximately even with the 1994 third quarter as increases
 in unit volume were offset by lower selling prices.
 
 Domestic dyes sales of $45.2 million declined 7% from the third
 quarter of 1994 primarily due to lower unit volume (-2%) and
 lower selling prices (-5%).  International dyes sales of $21.4
 million were essentially even versus the comparable 1994 period
 primarily as a result of unit volume increases (7%) plus foreign
 currency translation (2%) offset by lower selling prices (-9%). 
 Specialty ingredient sales of $25.9 million rose 14% primarily
 as a result of increased unit volume.  The percentage of
 specialty chemicals sales outside the United States increased to
 25% from 24% in the third quarter of 1994.
 
 Operating profit of $7.9 million for the third quarter of 1995
 declined 34% from the comparable quarter in 1994. The decline
 was attributable to both domestic and international dyes. 
 Domestic dyes operating profit declined due to lower unit volume
 and pricing.  International dyes operating profit declined
 primarily due to lower pricing and exchange rate fluctuations
 among European currencies, offset in part by certain accrual
 adjustments.  The percentage of specialty chemicals operating
 profit outside the United States decreased to 2% from 21% in the
 third quarter of 1994.
 
 Specialty Process Equipment and Controls 
 
 The Company's specialty process equipment and controls segment
 reported sales of $66.6 million representing an increase of 33%
 from the third quarter of 1994.  Approximately 11% was
 attributable to the incremental impact of acquisitions with the
 balance of 22% primarily from increased unit volume. 
 International sales of $21.0 million increased 69% from 1994 and
 accounted for 32% of total segment sales versus 25% for the
 comparable period in 1994.  Operating profit for the third
 quarter of 1995 increased 36% to $9.7 million primarily
 attributable to increased unit volume.  The order backlog for
 extruders and related equipment at the end of the third quarter
 amounted to $82 million compared to $66 million at December 31,
 1994.
 
 Other
 
 Selling, general and administrative expenses of $25.6 million
 increased 6% versus the comparable period in 1994 primarily due
 to the impact of acquisitions and inflation.  Depreciation and
 amortization of $4.0 million increased 12% versus 1994 primarily
 as a result of a higher fixed asset base including acquisitions. 
 Interest expense increased $1.6 million to $2.1 million
 primarily as a result of increased borrowings.  Other expense
 (income) of $49 thousand increased by $473 thousand versus 1994
 principally from lower foreign currency gains.  The Company's
 effective tax rate of 36.9% increased versus the 36.3% in the
 1994 period.
 
 
 YEAR-TO-DATE RESULTS
 
 Overview
 
 Consolidated net sales for the first nine months of 1995 of
 $502.9 million increased 17% from the comparable period in 1994. 
 Net earnings of $33.3 million decreased 15% versus the $39.1
 million earned in the comparable period in 1994.  Net earnings
 per common share of $.69 decreased 9% from the $.76 reported
 last year.
 
 Gross margin as a percentage of net sales decreased to 29.4%
 from 31.9% in the comparable 1994 period primarily from lower
 margins in the domestic and international dyes businesses.
 Consolidated operating profit of $58.8 million decreased 4% from
 $61.3 million in the first nine months of 1994 as specialty
 chemicals decreased 23% and specialty process equipment and
 controls increased 37%.
 
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment reported sales of
 $296.3 million representing a 1% increase from $293.6 million in
 the first nine 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 $147.1 million were 6% lower versus the
 first nine months of 1994 primarily due to lower selling prices. 
 International dyes sales of $72.8 million increased by 8% versus
 1994 primarily as a result of foreign currency translation (7%)
 and unit volume growth (8%), offset by lower selling prices 
 (-7%).  Specialty ingredients sales rose 10% to $76.4 million
 reflecting primarily increased unit volume.  The percentage of
 sales outside the United States increased to 26% from 24% for
 the comparable period in 1994.
 
 Operating profit of $36.6 million for the first nine months of
 1995 decreased 23% from 1994.  The decline was attributable to
 both domestic and international dyes.  Domestic dyes operating
 profit declined primarily due to lower pricing. International
 dyes operating profit declined primarily due to lower pricing
 and exchange rate fluctuations among European currencies, offset
 in part by certain accrual adjustments. The percentage of
 operating profit outside the United States decreased to 13% from
 19% for the comparable period in 1994.
 
 Specialty Process Equipment and Controls
 
 The Company's specialty process equipment and controls segment
 reported sales of $206.6 million representing a 51% increase
 over the first nine months of 1994.  Approximately 34% of the
 sales increase was attributable to the incremental impact of
 acquisitions with the balance primarily from increased unit
 volume.  International sales of $51.4 million increased 51% from
 1994 and accounted for 25% of total segment sales, virtually the
 same as 1994.  Operating profit of $30.8 million increased 37%
 versus the comparable 1994 period.  Approximately 15% was
 attributable to acquisitions with the balance primarily from
 higher unit volume.
 
 Other
 
 Selling, general and administrative expenses of $77.7 million
 increased 17% versus the first nine months of 1994 primarily due
 to the impact of acquisitions and inflation. Depreciation and
 amortization of $11.5 million increased 15% versus the 1994
 period as a result of a higher fixed asset base including
 acquisitions.  Interest expense increased $4.8 million primarily
 as a result of increased borrowings.  Other income of $192
 thousand decreased $867 thousand versus 1994 primarily due to
 lower foreign currency gains.  The effective tax rate of 37.4%
 increased versus the 36.3% in the comparable 1994 period.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The September 30, 1995 working capital balance of $133.1 million
 increased $11.5 million from $121.6 million at year-end 1994.
 The current ratio declined to 1.8 from 1.9 at the end of 1994
 primarily as a result of the increase in notes payable.  Days
 sales in receivables averaged 54 days essentially equal to the
 level for all of 1994.  Inventory turnover averaged 2.8 for the
 first nine months of 1995 compared to 3.0 for all of 1994.
 
 Cash flows from operating activities of $8.3 million decreased
 $5.8 million from the first nine months of 1994 primarily
 attributable to lower earnings.  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 36% 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 increase of
 $4.8 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 totaled $10.8 million for the first
 nine months of 1995 compared to $8.6 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 three 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.