PART II.  OTHER INFORMATION:


Item 5.  Other Information

     On April 30, 1996 the Company entered into an agreement and
     plan of merger with Uniroyal Chemical Corporation
     ("Uniroyal"), a $1.1 billion manufacturer of chemicals and
     polymers including rubber chemicals, crop protection
     chemicals and chemicals and additives for the plastics and
     lubricants industries.  Under the terms of the agreement and
     subject to the conditions contained therein, among other
     things, each share of Uniroyal common stock will be
     exchanged for common stock of the Company valued at $15
     based on the average price of the Company's stock over a
     period of twenty trading days ending with the third trading
     day preceding the date of the mailing of proxy materials. 
     However, the Company will issue no more than 1.1111 shares,
     nor less than .9091 shares, for each share of Uniroyal
     common stock. Each share of Uniroyal's Series A Cumulative
     Redeemable Preferred Stock and Series B Preferred Stock
     issued and outstanding immediately prior to the consummation
     of the merger will be converted into and represent a number
     of shares of the Company's common stock equal to the
     exchange ratio multiplied by 6.667.

     The merger agreement provides that Uniroyal would be
     required to pay the Company a termination fee of $50 million
     if the merger agreement is terminated (i) under certain
     circumstances following receipt of a proposal for a
     competing transaction and a competing transaction is
     consummated within one year following such termination or
     (ii) after Uniroyal's determination to terminate the merger
     agreement to pursue a competing transaction that would be
     more favorable to Uniroyal stockholders than the proposed
     merger with the Company.

     The merger is subject to the satisfaction or waiver of
     various conditions, including approval by the stockholders
     of both Uniroyal and the Company, Hart-Scott-Rodino and
     other regulatory approvals and availability of tax-free
     status and pooling of interests accounting treatment.  The
     anticipated closing date of the merger is during the
     Company's third calendar quarter.        






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Item 6.  Exhibits and Reports on Form 8-K

    (a) Exhibits

           Number               Description

           (2)*          Agreement and Plan of Merger
                         (The Registrant agrees to
                          supplementally furnish the 
                          commission upon request a copy
                          of any omitted exhibit or 
                          schedule.) 

           (11)          Statement Re Computation of Per Share
                         Earnings

           (27)*         Financial Data Schedule

    (b) No reports on Form 8-K were filed during the
        quarter for which this report is filed.


     * Copies of these Exhibits are annexed to this report on     
    Form 10-Q provided to the Securities and Exchange Commission  
    and the New York Stock Exchange.



























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