MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
 
 
 FIRST QUARTER RESULTS
 
 Overview
 
 Consolidated net sales of $164.8 million for the first quarter
 of 1996 declined 2% from the comparable 1995 period.  Net
 earnings of $9.5 million declined 28% versus the first quarter
 of 1995.  Net earnings per common share of $.20 were 26% lower
 than the $.27 reported last year.
 
 Gross margin as a percentage of net sales decreased to 29.1%
 from 30.7% in the first quarter of 1995 as a result of lower
 margins in both of the Company's segments.  Consolidated
 operating profit of $16.8 million declined 25% from the first
 quarter of 1995 as the specialty chemicals segment decreased 18%
 and the specialty process equipment and controls segment
 decreased 29%.
 
 Specialty Chemicals
 
 The Company's specialty chemicals segment reported sales of
 $96.1 million which represents a decline of 6% from the first
 quarter of 1995.  The decrease was attributable to the impact of 
 lower unit volume (4%) and lower selling prices (2%).
 
 Domestic dyes sales of $46.5 million declined 11% from the
 comparable 1995 quarter primarily due to lower unit volume (8%)
 and lower selling prices (3%).  International dyes sales of
 $23.5 million declined 4% versus the first quarter of 1995
 primarily as a result of lower selling prices.  Specialty
 ingredients sales of $26.1 million rose 1% primarily as a result
 of increased unit volume.  The percentage of sales outside the
 United States was 26%, versus 25% in the comparable 1995 period.
 
 Operating profit of $12.8 million for the first quarter of 1996
 decreased 18% from 1995.  The decrease was attributable
 primarily to the impact of lower unit volume and pricing.  The
 percentage of operating profit outside the United States
 declined to 11% from 17% in 1995. 
 
 
 
 
 
 Specialty Process Equipment and Controls 
 
 The Company's specialty process equipment and controls segment
 reported sales of $68.7 million, which represents an increase of
 5% from the first quarter of 1995.  Approximately 21% was
 attributable to the incremental impact of acquisitions offset
 partially by lower unit volume in the domestic business.  Export
 sales shipped from the U.S. accounted for 28% of total segment
 sales versus 18% in the comparable period in 1995 as shipments
 to the Far East increased significantly.  International sales
 increased substantially as a result of acquisitions and
 accounted for 16% of total segment sales versus 1% in the first
 quarter 1995.
 
 Operating profit for the first quarter of 1996 declined 29% to
 $7.1 million primarily attributable to lower unit volume in the
 domestic business.  International operating profit was not
 significant in either the first quarter of 1996 or the first
 quarter of 1995.  The order backlog for extruders and related
 equipment at the end of the first quarter of 1996 amounted to
 $92 million (including ER-WE-PA backlog of $24 million) compared
 to $72 million at December 30, 1995.
 
 Other
 
 Selling, general and administrative expenses of $27.1 million
 increased 7% versus the comparable period in 1995 primarily due
 to the impact of acquisitions.  Depreciation and amortization of
 $4.0 million increased 8% versus 1995 primarily as a result of a
 higher fixed asset base including acquisitions.  Interest
 expense increased $469 thousand primarily as a result of
 increased borrowings.  Other income of $252 thousand
 approximated the level for the first quarter of 1995.  The
 effective tax rate of 36.9% decreased slightly versus the
 comparable 1995 period.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The March 30, 1996 working capital balance of $124.4 million
 decreased $1.8 million from $126.2 million at year-end 1995. 
 The current ratio declined slightly to 1.7 from 1.8 at the end
 of 1995. Days sales in receivables averaged 62 days in the first
 quarter of 1996, an increase from 55 days for all of 1995. 
 Inventory turnover averaged 2.9 for the first quarter of 1996
 compared with 2.8 for all of 1995. 
 
 Cash flows from operating activities of $14.3 million increased
 $9.9 million from the first quarter of 1995 primarily 
 attributable to decreases in working capital requirements
 partially offset by lower earnings.  Cash provided by operating
 activities and increased borrowings were used to finance the
 acquisition of  ER-WE-PA, fund capital expenditures and pay cash
 dividends. The Company's debt to total capital ratio increased
 to 35% from 34% at year-end 1995.  Capital expenditures are
 expected to approximate $16 million in 1996 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 stronger U.S. dollar exchange rate versus the Belgian Franc
 and French Franc accounted primarily for the reduction of $1.5
 million in the accumulated translation adjustment account since
 year-end 1995.  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 285 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 $3.5 million for the first
 quarter of 1996 compared to $3.4 million in the comparable 1995
 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 an inactive
 subsidiary has been designated, along with others, as a
 potentially responsible party at two 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 be material to the results of the Company's operations in
 any given year.