Exhibit C


SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES


UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS 
AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO 
IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE 
OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS 
AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER 
CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY 
SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.

		On April 14, 1994, the Board of Directors of 
Loctite Corporation (the "Corporation") declared a 
dividend distribution of one right (a "Right") for each 
outstanding share of Common Stock, $.01 par value per 
share (the "Common Shares"), of the Corporation.  The 
dividend is payable to the stockholders of record on 
April 25, 1994 (the "Record Date") and with respect to 
Common Shares issued thereafter until the Distribution 
Date (as defined below), and, in certain circumstances, 
with respect to Common Shares issued after the 
Distribution Date.  Except as set forth below, each 
Right, when it becomes exercisable, entitles the 
registered holder to purchase from the Corporation one 
Common Share at a price of $175.00 per Common Share 
(the "Purchase Price"), subject to adjustment.  The 
description and terms of the Rights are set forth in a 
Rights Agreement (the "Rights Agreement") between the 
Corporation and The First National Bank of Boston, as 
Rights Agent (the "Rights Agent"), dated as of 
April 14, 1994.

	Initially, the Rights will be attached to all 
certificates representing Common Shares then 
outstanding, and no separate Right Certificates (as 
hereinafter defined) will be distributed.  The Rights 
will separate from the Common Shares upon the earlier 
to occur of (i) the date of a public announcement that 
a person or "group" (other than a Grandfathered 
Stockholder (as hereinafter defined) has acquired 
beneficial ownership of 10% or more of the outstanding 
Common Shares (except pursuant to a Permitted Offer, as 
hereinafter defined); or (ii) 10 days (or such later 
date as the Board may determine) following the 
commencement of a tender offer or exchange offer the 
consummation of which would result in a person or group 
becoming an Acquiring Person (as hereinafter defined) 
(the earlier of such dates being called the 
"Distribution Date").  A person or group whose 
acquisition of Common Shares causes a Distribution Date 
pursuant to clause (i) above is an "Acquiring Person."  
The date that a person or group becomes an Acquiring 
Person is the "Shares Acquisition Date."

	Notwithstanding the foregoing, an Acquiring 
Person does not include the following persons 
("Grandfathered Stockholders"):  (i) Henkel 
Corporation, a Delaware corporation 

("Henkel"), (ii) 
Mr. Robert H. Krieble, Ms. Nancy B. Krieble, Mr. 
Frederick B. Krieble, Ms. Collette C. Krieble, Mr. 
James P. Fusscas, Ms. Helen K. Fusscas, Mr. Martin 
Wolman, Management I, Limited and Management II, 
Limited as a "group" (as such term is defined or used 
under Rule 13d-5(b) promulgated pursuant to 
Section 13(d) of the Securities Exchange Act of 1934, 
as amended) (collectively as such group, the "Krieble 
Family Group") and (iii) any Permitted Transferee (as 
hereinafter defined); provided, however, that, except 
under limited circumstances, (a) Henkel will cease to 
be a Grandfathered Stockholder at any time after the 
date of the Rights Agreement that Henkel beneficially 
owns a percentage of outstanding Common Shares in 
excess of the Henkel Percentage (as hereinafter 
defined) then in effect (other than as a result of a 
Permitted Offer), (b) the Krieble Family Group will 
cease to be a Grandfathered Stockholder at the time 
after the date of the Rights Agreement any member of 
the Krieble Family Group beneficially owns any 
additional Common Shares (other than as a result of a 
stock dividend, a stock split, a grant by the 
Corporation pursuant to a directors benefit plan 
established by the Corporation of Common Shares or 
options to purchase Common Shares (and the exercise 
thereof) or a Permitted Offer) and (c) any Permitted 
Transferee will cease to be a Grandfathered Stockholder 
at the time such Permitted Transferee beneficially owns 
any additional Common Shares (other than as a result of 
a stock dividend, a stock split or a Permitted Offer).  
Initially, the "Henkel Percentage" is 35% of the 
outstanding Common Shares and thereafter is subject to 
adjustment as follows:  (1) in the event of any 
transfer of Common Shares by Henkel to any person 
(other than by means of a transfer of Common Shares 
pursuant to a registered public offering or a broker's 
transaction under Rule 144 under the Securities Act of 
1933, as amended, and that satisfies certain other 
conditions to ensure a wide distribution of those 
Common Shares (each such transfer, a "Distribution 
Transaction")), the Henkel Percentage will be reduced 
by the percentage of outstanding Common Shares so 
transferred; (2) in the event of transfers aggregating 
more than 10% of the outstanding Common Shares by 
Henkel by means of Distribution Transactions, the 
Henkel Percentage will be reduced by the aggregate 
percentage of outstanding Common Shares so transferred 
in excess of 10% of the outstanding Common Shares; and 
(3) in the event that the Corporation acquires any 
Common Shares, the Henkel Percentage immediately 
following such acquisition will equal the greater of 
the Henkel Percentage immediately prior to such 
acquisition and the percentage of the outstanding 
Common Shares beneficially owned by Henkel immediately 
following such acquisition.

	A "Permitted Transfer" is any transfer of 
Common Shares from Henkel, the Krieble Family Group as 
a whole, or any Permitted Transferee to any person that 
(i) has not been declared an Adverse Person (as 
hereinafter defined) by a majority of those directors 
of the Corporation who are neither 

officers or employees of the Corporation nor a designee or 
representative of the proposed transferor (the 
"Unaffiliated Directors"), (ii) does not beneficially 
own, after giving effect to the transfer, in the case 
of a transfer from the Krieble Family Group or any 
Permitted Transferee, any Common Shares other than the 
Common Shares so transferred to such transferee or in 
the case of a transfer from Henkel, a percentage of the 
then outstanding Common Shares in excess of the lesser 
of (a) the Henkel Percentage in effect immediately 
prior to such proposed transfer and (b) the sum of 0.3% 
of the then outstanding Common Shares and the 
percentage of the then outstanding Common Shares so 
transferred to such transferee, (iii) at least 30 days 
prior to the consummation of such proposed transfer, 
executes and delivers to the Corporation an agreement 
substantially in the form of Exhibit A-1 attached to 
the Rights Agreement and (iv) immediately prior to the 
consummation of such transfer, executes and delivers to 
the Corporation an executive officer's certificate 
substantially in the form of Exhibit A-2 attached to 
the Rights Agreement.  The Rights Agreement provides 
that any proposed Permitted Transferee will be deemed 
to be an "Adverse Person" if it is declared to be an 
Adverse Person by a majority of the Unaffiliated 
Directors after having determined in its business 
judgment that beneficial ownership by such proposed 
Permitted Transferee of 10% or more of the outstanding 
Common Shares would be reasonably likely to materially 
adversely affect the Corporation or its stockholders.

	The Rights Agreement provides that, until the 
Distribution Date, the Rights will be transferred with 
and only with the Common Shares.  Until the 
Distribution Date (or earlier redemption or expiration 
of the Rights), new Common Share certificates issued 
after the Record Date upon transfer or new issuance of 
Common Shares will contain a notation incorporating the 
Rights Agreement by reference.  Until the Distribution 
Date (or earlier redemption or expiration of the 
Rights), the surrender for transfer of any certificates 
for Common Shares outstanding as of the Record Date 
will also constitute the transfer of the Rights 
associated with the Common Shares represented by such 
certificate.  As soon as practicable following the 
Distribution Date, separate certificates evidencing the 
Rights (the "Right Certificates") will be mailed to 
holders of record of the Common Shares as of the close 
of business on the Distribution Date (and to each 
initial record holder of certain Common Shares issued 
after the Distribution Date), and these separate Right 
Certificates alone will evidence the Rights.

	The Rights are not exercisable until the 
Distribution Date and will expire at the close of 
business on April 14, 2004, unless earlier redeemed by 
the Corporation as described below.

	In the event that any person becomes an 
Acquiring Person (except pursuant to a tender or 
exchange offer which is for all outstanding Common 
Shares and (i) which is at a price and 

on terms which a majority of the Disinterested Directors (as hereinafter 
defined) and a majority of the entire Board determines 
to be adequate and in the best interests of the 
Corporation, its stockholders and its other relevant 
constituencies, other than such person making such 
offer, or (ii) which remains open for a period of at 
least 60 days after the tender or exchange offer has 
commenced and the consummation of which results in the 
person on whose basis the tender or exchange offer is 
made becoming the beneficial owner of more than 50% of 
the outstanding Common Shares (a "Permitted Offer")), 
each holder of a Right will thereafter have the right 
(the "Flip-In Right") to receive upon exercise the 
number of Common Shares (or, in certain circumstances, 
other securities of the Corporation) having a value 
(immediately prior to this triggering event) equal to 
two times the Purchase Price of the Right.  In lieu of 
the Flip-In Right described above, the Board, at its 
option, may exchange each Right for one Common Share, 
provided that at no time has any person been the 
beneficial owner of 50% or more of the outstanding 
Common Shares.  Such an exchange must be authorized by 
(a) a majority of the Disinterested Directors and (b) a 
majority of all of the directors of the Board.  A 
"Disinterested Director" means any director of the 
Corporation who is neither an officer or employee of 
the Corporation nor any designee or representative of 
any person attempting to effect a business combination 
or similar transaction with the Corporation.  
Notwithstanding the foregoing, following the occurrence 
of a person becoming an Acquiring Person, all Rights 
that are, or (under certain circumstances specified in 
the Rights Agreement) were, beneficially owned by any 
Acquiring Person will be null and void.  

	In the event that at any time following the 
Shares Acquisition Date, (i) the Corporation is 
acquired in a merger or other business combination 
transaction in which the holders of all of the 
outstanding Common Shares immediately prior to the 
consummation of the transaction are not the holders of 
all of the surviving corporation's voting power, or 
(ii) more than 50% of the Corporation's assets or 
earning power is sold or transferred, in either case 
with or to (a) an Acquiring Person or any affiliate or 
associate or any other person in which such Acquiring 
Person, affiliate or associate has an interest or any 
person acting on behalf of or in concert with such 
Acquiring Person, affiliate or associate, or, (b) any 
other person (but only if in any such transaction 
referred to in clause (i) or (ii) above, all holders of 
Common Shares are not treated alike), then each holder 
of a Right (except Rights which previously have been 
voided as set forth above) will have the right (the 
"Flip-Over Right") to receive, upon exercise, common 
shares of the acquiring Corporation having a value 
equal to two times the Purchase Price of the Right.  
The holder of a Right will continue to have the Flip-
Over Right whether or not such holder exercises or 
surrenders the Flip-In Right.

	The Purchase Price payable, and the number of 
Common Shares or other securities issuable, upon 
exercise of the Rights are subject to adjustment from 
time to time to prevent dilution (i) in the event of a 
stock dividend on, or a subdivision, combination or 
reclassification of, the Common Shares, (ii) upon the 
grant to holders of the Common Shares of certain rights 
or warrants to subscribe for or purchase Common Shares 
at a price, or securities convertible into Common 
Shares with a conversion price, less than the then 
current market price of the Common Shares or (iii) upon 
the distribution to holders of the Common Shares of 
evidences of indebtedness or assets (excluding regular 
quarterly cash dividends) or of subscription rights or 
warrants (other than those referred to above).

	The number of outstanding Rights and the 
number of Common Shares issuable upon exercise of each 
Right are also subject to adjustment in the event of a 
stock split of the Common Shares or a stock dividend on 
the Common Shares payable in Common Shares or 
subdivisions, consolidations or combinations of the 
Common Shares occurring, in any such case, prior to the 
Distribution Date.

	With certain exceptions, no adjustment in the 
Purchase Price will be required until cumulative 
adjustments require an adjustment of at least 1% in 
such Purchase Price.  Fractional Common Shares will not 
be required to be issued by the Corporation, and in 
lieu thereof, an adjustment in cash will be made based 
on the market price of the Common Shares on the last 
trading day prior to the date of exercise.

	At any time prior to the earlier to occur of 
(i) a person becoming an Acquiring Person or (ii) the 
expiration of the Rights, the Corporation may redeem 
the Rights at a price of $.01 per Right (the 
"Redemption Price"), which redemption will be effective 
upon approval of (a) a majority of the Disinterested 
Directors and (b) a majority of all of the directors of 
the Corporation.  Additionally, following the Shares 
Acquisition Date, the then outstanding Rights may be 
redeemed at the Redemption Price (if approved by (1) a 
majority of the Disinterested Directors and (2) a 
majority of all of the directors of the Corporation), 
if this redemption is in connection with a merger or 
other business combination transaction or series of 
transactions involving the Corporation in which all 
holders of Common Shares are treated alike but not 
involving an Acquiring Person or its affiliates or 
associates.

	Prior to the Distribution Date, all of the 
provisions of the Rights Agreement may be amended by 
approval of (i) a majority of the Disinterested 
Directors and (ii) a majority of all of the directors 
of the Corporation.  After the Distribution Date, the 
provisions of the Rights Agreement may be amended upon 
approval of (a) a majority of the Disinterested 
Directors and (b) a majority of all of the directors of 
the Corporation in 

order to cure any ambiguity, defect 
or inconsistency, or to make changes which do not 
adversely affect the interests of holders of Rights 
(excluding the interests of any Acquiring Person).

	The Rights may not be redeemed, exchanged or 
amended unless there is at least one Disinterested 
Director at the time of such redemption, exchange or 
amendment.

	Until a Right is exercised, the holder 
thereof, as such, will have no rights as a stockholder 
of the Corporation, including, without limitation, the 
right to vote or to receive dividends.  While the 
distribution of the Rights will not be taxable to 
stockholders of the Corporation, stockholders may, 
depending upon the circumstances, recognize taxable 
income should the Rights become exercisable or upon the 
occurrence of certain events thereafter.

	A copy of the Rights Agreement has been filed 
with the Securities and Exchange Commission as an 
Exhibit to a Registration Statement on Form 8-A dated 
April 15, 1994.  A copy of the Rights Agreement is 
available free of charge from the Corporation.  This 
summary description of the Rights does not purport to 
be complete and is qualified in its entirety by 
reference to the Rights Agreement, which is hereby 
incorporated herein by reference.