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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(MARK ONE)
/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _______________________ TO ______________________
COMMISSION FILE NUMBER 1-7558

                           LAWTER INTERNATIONAL, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                         
                 DELAWARE                                   36-1370818
     (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

990 SKOKIE BOULEVARD, NORTHBROOK, ILLINOIS                    60062
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (708) 498-4700

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:



                                 NAME OF EACH EXCHANGE ON
     TITLE OF EACH CLASS             WHICH REGISTERED
-----------------------------  -----------------------------
                            
   COMMON STOCK, $1.00 PAR
       VALUE PER SHARE            NEW YORK STOCK EXCHANGE


SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      None
                                (TITLE OF CLASS)

    INDICATE  BY CHECK  MARK WHETHER  THE REGISTRANT  (1) HAS  FILED ALL REPORTS
REQUIRED TO BE FILED BY  SECTION 13 OR 15(D) OF  THE SECURITIES EXCHANGE ACT  OF
1934  DURING  THE PRECEDING  12  MONTHS (OR  FOR  SUCH SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO  SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
                                YES _X_ NO ____

    INDICATE  BY CHECK MARK IF DISCLOSURE  OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S  KNOWLEDGE, IN DEFINITIVE  PROXY OR INFORMATION  STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K.  /X/

    AS  OF FEBRUARY  15, 1995,  44,941,903 COMMON  SHARES WERE  OUTSTANDING. THE
AGGREGATE MARKET VALUE OF  THE COMMON SHARES (BASED  UPON THE FEBRUARY 15,  1995
CLOSING  PRICE  OF  THESE SHARES  ON  THE  NEW YORK  STOCK  EXCHANGE)  OF LAWTER
INTERNATIONAL, INC. HELD BY NON-AFFILIATES WAS APPROXIMATELY $371 MILLION.

                      DOCUMENTS INCORPORATED BY REFERENCE

ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR  ENDED DECEMBER 31, 1994 -- PARTS  I,
II AND IV.
PROXY STATEMENT TO STOCKHOLDERS FOR THE 1995 ANNUAL MEETING -- PART III.

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                               TABLE OF CONTENTS



FORM 10-K
 ITEM NO.                                           NAME OF ITEM                                             PAGE
----------  --------------------------------------------------------------------------------------------     -----

                                                                                                    
Part I

Item 1.     Business....................................................................................           2

Item 2.     Properties..................................................................................           4

Item 3.     Legal Proceedings...........................................................................           5

Item 4.     Submission of Matters to a Vote of Security Holders.........................................           5

Item 4A.    Executive Officers of the Registrant........................................................           5

Part II

Item 5.     Market for the Registrant's Common Equity and Related Stockholder Matters...................           5

Item 6.     Selected Financial Data.....................................................................           5

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations.......           5

Item 8.     Financial Statements and Supplementary Data.................................................           6

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........           6

Part III

Item 10.    Directors and Executive Officers of the Registrant..........................................           6

Item 11.    Executive Compensation......................................................................           6

Item 12.    Security Ownership of Certain Beneficial Owners and Management..............................           6

Item 13.    Certain Relationships and Related Transactions..............................................           6

Part IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................           6

Report of Independent Public Accountants on Schedule and Consent of
  Independent Public Accountants........................................................................           8

Signatures..............................................................................................          10


                                     PART I

ITEM 1. BUSINESS.

    FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS--

  INDUSTRY SEGMENTS.

    The  Company  is  engaged  predominantly  in  a  single  industry--specialty
chemicals. Reference is made to  Note 8 in the  Company's 1994 Annual Report  to
Stockholders  (hereby incorporated by reference)  for information on the amounts
of revenue, operating profit and identifiable assets for the industry segment.

    NARRATIVE DESCRIPTION OF BUSINESS--

  PRINCIPAL PRODUCTS.

    Reference is made to the General Nature  and Scope of Business on page 4  in
the  Company's  1994  Annual  Report  to  Stockholders  (hereby  incorporated by
reference) for information on the description of the principal products.

    The Company manufactures and warehouses its products in seven plants in  the
United  States and  in ten  plants in  foreign countries,  i.e. Belgium, Canada,
China, Denmark, England, Germany, Ireland, Italy, Singapore and Spain.  Products
are sold primarily by Company employed salesmen.

    Reference  is made to the Sales by Product  Group on page 5 in the Company's
1994 Annual  Report  to  Stockholders (hereby  incorporated  by  reference)  for
information  with respect to  the approximate percentages of  total sales of the
Company during the three fiscal years  ended December 31, 1994, attributable  to
each principal product category.

  RAW MATERIALS.

    The  basic ingredients of the Company's  products are purchased from others,
including larger  chemical  firms. Such  ingredients  are normally  in  adequate
supply.  During 1994,  certain ingredients were  in tighter  supply than normal,
thus causing their prices  to rise. The  Company was able  to purchase these  or
alternative  ingredients  in sufficient  quantities and  expects  to be  able to
continue to do so. A portion of the Company's resin production is used by it  in
the manufacture of ink vehicles.

  PATENTS.

    The  Company owns certain patents  on its products, but  no single patent is
considered to be materially important to its business.

  SEASONAL INFLUENCES.

    The business  of the  Company is  not  in any  material respect  subject  to
seasonal influences.

  BACKLOG.

    Since  the Company  generally fills orders  for its products  out of current
inventories, there is no significant backlog of orders at any time.

  CUSTOMERS.

    The Company sells its products to both large and small ink companies. Lawter
is a major supplier of printing ink  vehicles and resins for printing inks  and,
therefore,  sells substantial quantities to the  larger ink companies around the
world. The Company believes the five largest ink companies are, in  alphabetical
order,  BASF,  Coates/Lorilleux, Dianippon  Ink and  Chemicals, Sicpa  and Toyo.
Lawter sells  a  variety of  specialized  products  to each  of  their  numerous
companies,  subsidiaries or branches in  various countries, where the purchasing
decisions normally are  made. Dianippon  Ink and Chemicals  is Lawter's  largest
multilocation  customer with nineteen percent of  consolidated net sales for the
most recently completed fiscal year.

                                       2

  COMPETITION.

    The Company  encounters keen  competition in  the conduct  of its  business.
Industry  data indicating the  relative ranking of  competitive companies is not
available. The  Company competes  with several  other independent  producers  of
printing  ink vehicles and slip additives. The larger printing ink manufacturers
produce some  of  the  vehicles  required  in  their  own  operations,  although
generally they do not sell vehicles in competition with the Company. The Company
is  considered to be one  of the medium sized  to smaller producers of synthetic
and hydrocarbon resins.  Several other  producers of  synthetic and  hydrocarbon
resins  are large chemical companies with much greater total sales and resources
than those  of the  Company. The  Company  is one  of several  manufacturers  of
fluorescent  pigments and one of  numerous manufacturers of fluorescent coatings
which compete in  the world market  with numerous large  and small producers  of
organic  pigments  and  coatings.  In the  sale  of  thermographic  products and
rota-matic machines, the  Company encounters competition  from producers of  all
types  of  printing  equipment,  from  engravers  and  from  other  producers of
thermographic and rota-matic equipment and printing supplies.

    In  the  sale  of  its  principal  products,  printing  ink  vehicles,  slip
additives, and synthetic and hydrocarbon resins, the Company's principal methods
of  meeting competition are in the areas of product performance and service. The
Company specializes in products prepared primarily for specific end uses such as
vehicles used in printing inks having particular characteristics, including fast
setting and mar resistant inks, and ink systems designed to reduce air pollution
and resins used  in the production  of specialty inks,  plastics and  protective
coatings.  The Company  is capable of  fulfilling the  requirements of customers
either from inventories or from production runs on relatively short notice.

    The Company has  approximately 150 competitors  in the sale  of its line  of
printing  ink vehicles and slip additives,  and approximately 100 competitors in
the sale of its synthetic and hydrocarbon resins.

  RESEARCH.

    During the fiscal years ended December 31, 1994, 1993 and 1992, the  Company
spent  approximately  $4,821,000,  $4,423,000 and  $4,093,000,  respectively, on
research activities  relating  to  the  development  of  new  products  and  the
improvement of existing products.

  ENVIRONMENTAL MATTERS.

    Environmental  laws regulate the discharge of materials into the environment
and may require the Company to  remove or minimize the environmental effects  of
the  disposal of waste.  Environmental expenditures are  expensed or capitalized
depending upon their  future economic  benefit. Expenditures that  relate to  an
existing  condition caused by  past operations and that  have no future economic
benefits are expensed.  Liabilities are recorded  when environmental  assessment
and/or remediation is probable and the costs can be reasonably estimated.

    Expenditures  for  environmental  matters  during  the  fiscal  years  ended
December 31,  1994 and  1992 were  not material  to the  consolidated  financial
statements  of the  Company. During  1993, the  Company expensed  $3,405,000 for
voluntary waste  disposal and  $3,145,000 for  refurbishing and  cleaning  waste
water treatment facilities. Reference is made to the Gross Margin section in the
Results  of Operation of Management's  Discussion and Analysis on  Page 6 in the
Company's 1994 Annual Report to Stockholders (hereby incorporated by reference).

    It has been  and is the  Company's policy voluntarily  to install  equipment
deemed  necessary to control  the discharge of  pollutants into the environment.
The Company  has  voluntarily installed  or  is  in the  process  of  installing
numerous   in-line   incinerators/after-burners  at   its   major  manufacturing
facilities in order to minimize the generation of vapor, liquid or solid  waste.
The  Company believes  that its facilities  and products comply  in all material
respects with applicable environmental regulations and standards.

    The Company believes that compliance with the environmental, Federal,  state
and  local laws  has had  no material  effect upon  the capital  expenditures or
competitive position of the Company. Environmental capital expenditures in  1995
are  not anticipated  to be  material. The  Company does  not believe,  based on
information available at this  time, that the level  of future expenditures  for
environmental  matters will have a material effect on its consolidated financial
position.

                                       3

  EMPLOYEES.

    At December 31, 1994, the Company had 577 employees.

    FOREIGN SALES--

    Reference is  made  to  Note  8  in the  Company's  1994  Annual  Report  to
Stockholders (hereby incorporated by reference) for this information.

ITEM 2. PROPERTIES.

    Information  with respect to  the principal properties, all  of which are of
masonry and  metal clad  construction,  in which  the Company's  operations  are
conducted is as follows:



                                         APPROXIMATE
                                          FLOOR AREA
                                           (SQUARE                   PRINCIPAL PRODUCTS                 OWNED OR
               LOCATION                     FEET)                       OR ACTIVITIES                    LEASED
---------------------------------------  ------------  -----------------------------------------------  ---------
                                                                                               
Northbrook, Illinois                          16,000   Corporate headquarters                             Owned
Bell, California                              15,000   Printing ink vehicles                             Leased
                                                       Warehouse
La Vergne, Tennessee                          27,000   Printing ink vehicles                              Owned
                                                       Warehouse
South Kearny, New Jersey                      42,000   Printing ink vehicles                              Owned
                                                       Warehouse
Pleasant Prairie, Wisconsin                  232,000   Printing ink vehicles and slip additives           Owned
                                                       Synthetic resins
                                                       Research facilities
                                                       Warehouse
Moundville, Alabama                          250,000   Synthetic and hydrocarbon resins                    (1)
                                                       Warehouse
Skokie, Illinois                              66,000   Fluorescent pigments and coatings                  Owned
                                                       Slip additives
                                                       Thermographic compounds
                                                       Research facilities
                                                       Warehouse
Plainfield, New Jersey                        30,000   Thermographic and rota-matic equipment             Owned
                                                       Warehouse
Lokeren, Belgium                             109,000   Printing ink vehicles and slip additives           Owned
                                                       Synthetic resins
                                                       Research facilities
                                                       Warehouse
Rexdale, Ontario, Canada                      66,000   Printing ink vehicles and slip additives           Owned
                                                       Synthetic resins
                                                       Warehouse
Tanggu, Peoples Republic of China             40,000   Printing ink vehicles                              Owned
                                                       Synthetic resins
                                                       Warehouse
Koge, Denmark                                 14,000   Printing ink vehicles                              Owned
                                                       Warehouse
Bicester, Oxon, England                       38,000   Printing ink vehicles                              Owned
                                                       Fluorescent pigments
                                                       Warehouse
Frechen, Germany                              17,000   Printing ink vehicles                             Leased
                                                       Warehouse
Waterford, Ireland                            97,000   Synthetic resins                                   Owned
Cremona, Italy                                72,000   Printing ink vehicles                              Owned
                                                       Synthetic resins
                                                       Warehouse
Jurong Town, Singapore                        10,000   Printing ink vehicles                              Owned
                                                       Warehouse
Barcelona, Spain                              12,000   Printing ink vehicles                             Leased
                                                       Warehouse
<FN>
------------------------

(1)   The  Moundville, Alabama  plant is  leased as described  in Note  7 in the
      Company's 1994  Annual  Report  to Stockholders  (hereby  incorporated  by
      reference).


                                       4

ITEM 3. LEGAL PROCEEDINGS.

    Reference  is  made  to  Note  9 in  the  Company's  1994  Annual  Report to
Stockholders (hereby incorporated by reference) for this information.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    There were no matters submitted to a vote of security holders in the  fourth
quarter of the year ended December 31, 1994.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT.

    Information  with respect to  the executive officers of  the Company, all of
whose terms will expire at the annual meeting of the Board of Directors in April
1995, is as follows:



                                                                                         YEAR
                      NAME                                   POSITION              AGE  ELECTED
------------------------------------------------  -------------------------------  ---  -------
                                                                               
Daniel J. Terra.................................  Chairman of the Board and Chief
                                                    Executive Officer              83     1958
Richard D. Nordman..............................  President and
                                                    Chief Operating Officer        48     1986
Richard A. Hacker...............................  Vice President                   59     1974
Ludwig P. Horn..................................  Vice President                   65     1980
John P. Jilek...................................  Vice President                   43     1989
Hermann Mueller.................................  Vice President                   53     1980
John P. O'Mahoney...............................  Vice President                   38     1993
William S. Russell..............................  Vice President,                         1987
                                                    Treasurer and                         1982
                                                    Secretary                      46     1986


    Mr. O'Mahoney  served as  European  General Manager  with the  Company  from
1990-1993.

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

    Reference  is made to the Market Price and Quarterly Dividend Statistics for
Common Stock  on page  1 in  the Company's  1994 Annual  Report to  Stockholders
(hereby incorporated by reference) for this information.

ITEM 6. SELECTED FINANCIAL DATA.

    Reference  is made to the Ten Year  Financial Summary (1985-1994) on pages 8
and 9 in the Company's 1994  Annual Report to Stockholders (hereby  incorporated
by  reference)  for  information  on selected  financial  data.  This referenced
section should be read in conjunction with the Consolidated Financial Statements
and Notes (hereby incorporated by reference) in the Company's 1994 Annual Report
to Stockholders, pages 10 to 19.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

    Reference is made to the Management's Discussion and Analysis on pages 6 and
7 in the Company's  1994 Annual Report to  Stockholders (hereby incorporated  by
reference) for this information.

                                       5

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    Financial  statements and supplementary data are  included in this Form 10-K
Annual Report as indicated in  Item 14 on pages 6  and 7. Those portions of  the
Lawter  International, Inc. and Subsidiaries' 1994 Annual Report to Stockholders
listed under  the caption  "Consolidated Financial  Statements" in  Item 14  are
hereby  incorporated  by  reference. Reference  is  also made  to  the Operating
Results  by  Quarters  on  page  4  in  the  Company's  1994  Annual  Report  to
Stockholders (hereby incorporated by reference) for this information.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

    There  have been no changes in or disagreements with independent auditors on
accounting and financial disclosure.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    Reference is made to  the Company's 1995 Proxy  Statement under the  heading
"ELECTION   OF  DIRECTORS"  (hereby  incorporated  by  reference)  and  Item  4A
"Executive Officers of  the Registrant" in  Part I  of this Form  10-K for  this
information.

ITEM 11. EXECUTIVE COMPENSATION.

    Reference  is made to  the Company's 1995 Proxy  Statement under the heading
"Executive  Compensation"   (hereby   incorporated  by   reference)   for   this
information.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    Reference  is made to the Company's  1995 Proxy Statement under the headings
"Principal Holders  of  Common Stock"  and  "Security Ownership  of  Management"
(hereby incorporated by reference) for this information.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Reference  is made to  the Company's 1995 Proxy  Statement under the heading
"Indebtedness  of  Management"  (hereby  incorporated  by  reference)  for  this
information.

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)1. Consolidated Financial Statements--



                                                                                                     PAGE
                                                                                                    NUMBER
                                                                                                   ---------
                                                                                                
Balance Sheets as of December 31, 1994 and 1993..................................................      *
Statements of Earnings for the years ended December 31, 1994, 1993 and 1992......................      *
Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992....................      *
Statements of Stockholders' Equity for the years ended December 31, 1994, 1993 and 1992..........      *
Notes to the Consolidated Financial Statements--December 31, 1994, 1993 and 1992.................      *
Report of Independent Public Accountants.........................................................      *
<FN>
------------------------
  *  These  Consolidated  Financial  Statements,  related  Notes  and  Report of
Independent Public Accountants appearing in the Company's 1994 Annual Report  to
Stockholders,  pages 10 to 20,  which is filed as an  exhibit to this Form 10-K,
are incorporated herein by reference.


                                       6

(a)2. Financial Statement Schedules--



                                                                                                       PAGE NUMBER
                                                                                                      -------------
                                                                                                
Report of Independent Public Accountants on Schedule................................................            8
      II.  Valuation and Qualifying Accounts........................................................            9


    All other schedules are not submitted  because they are not applicable,  not
required  or the required information is  included in the consolidated financial
statements or notes thereto.

(a)3. Exhibits--


           
       (3)(a) Certificate of Incorporation, as amended through April 27, 1993 (incorporated by
              reference to Exhibit I of  the Company's Quarterly Report  on Form 10-Q for  the
              quarter ended March 31, 1993) (File No. 1-7558).
          (b) Bylaws  of  the Company,  as  amended through  April  28, 1988  (incorporated by
              reference to Exhibit II of the Company's  Quarterly Report on Form 10-Q for  the
              quarter ended June 30, 1988) (File No. 1-7558).
      (10)(a) Lawter  International, Inc. Growth Sharing Plan for Salaried and Office Clerical
              Hourly Employees, as amended through January 1, 1989 (incorporated by  reference
              to  Exhibit (10)(a)  of the Company's  Annual Report  on Form 10-K  for the year
              ended December 31, 1989) (File No. 1-7558).*
          (b) 1983 Incentive Stock  Option Plan  (incorporated by  reference to  Exhibit 2  of
              Registration Statement No. 2-84421).*
          (c) Amended  and restated Non-Qualified Stock Option Plan (incorporated by reference
              to Exhibit A  of the Company's  Quarterly Report  on Form 10-Q  for the  quarter
              ended June 30, 1987) (File No. 1-7558).*
          (d) 1992  Non-Qualified  Stock Option  Plan  (incorporated by  reference  to Exhibit
              (10)(d) of the Company's Annual Report on Form 10-K for the year ended  December
              31, 1992) (File No. 1-7558).*
          (e) The  1994 Amendment to the 1992 Non-Qualified Stock Option Plan (incorporated by
              reference to Appendix A of the Company's Definitive Proxy Statement dated  April
              28, 1994) (File No. 1-7558).*
          (f) Employment  Agreement, dated February 1, 1992, between the Company and Ludwig P.
              Horn (incorporated  by reference  to  Exhibit (10)(e)  of the  Company's  Annual
              Report on Form 10-K for the year ended December 31, 1992) (File No. 1-7558).*
          (g) Employment  Agreement, dated September 26, 1987, between the Company and Richard
              D. Nordman (incorporated by reference to Exhibit (10)(g) of the Company's Annual
              Report on Form 10-K for the year ended December 31, 1987) (File No. 1-7558).*
          (h) Form of Employment Agreements, dated September 26, 1987, between the Company and
              Richard A.  Hacker,  John P.  Jilek,  Hermann  Mueller and  William  S.  Russell
              (incorporated  by reference to Exhibit (10)(h) of the Company's Annual Report on
              Form 10-K for the year ended December 31, 1987) (File No. 1-7558).*
      (13)    Lawter International, Inc. and Subsidiaries' 1994 Annual Report to  Stockholders
              (which, except for those portions thereof incorporated by reference in this Form
              10-K  Annual Report, is furnished for the  information of the Commission, but is
              not deemed to be "filed" as part of this report).
      (21)    Subsidiaries of the Company.  Reference is made to  the Directory on the  inside
              back  cover  of  the  Company's  1994  Annual  Report  to  Stockholders  (hereby
              incorporated by reference) for a listing of significant subsidiaries.
      (23)    Consent of Independent Public  Accountants (included in this  Form 10-K on  page
              9).
<FN>
*   These  documents constitute  all of  the management  contracts, compensatory
   plans  or  arrangements   in  which   any  director   or  executive   officer
   participates.


                                       7

    Insofar  as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to  directors, officers and controlling persons of  the
registrant  pursuant to the  foregoing provisions, or  otherwise, the registrant
has been advised that in the  opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and  is, therefore,  unenforceable.  In  the event  that  a  claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of expenses incurred  or paid by a  director, officer or controlling
person of  the registrant  in the  successful  defense of  any action,  suit  or
proceeding)  is  asserted by  such director,  officer  or controlling  person in
connection with the securities being registered, the registrant will, unless  in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification by it is  against public policy as  expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

    The foregoing undertaking is made in compliance with Form S-8, as amended as
of July 13, 1990, and shall be incorporated by this reference into each Form S-8
of the registrant, including Registration Statements Nos. 33-24859, 33-61506 and
2-84421.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                  ON SCHEDULE

To Lawter International, Inc.:

    We  have audited in  accordance with generally  accepted auditing standards,
the consolidated financial statements included in Lawter International, Inc. and
Subsidiaries' 1994 Annual  Report to Stockholders  incorporated by reference  in
this  Form 10-K and have  issued our report thereon  dated February 8, 1995. Our
audit was  made for  the purpose  of forming  an opinion  on those  consolidated
financial  statements taken as a whole. The schedule listed in the index on page
7 is  the  responsibility of  the  Company's  management and  is  presented  for
purposes  of complying with the Securities  and Exchange Commission rules and is
not part of the basic financial statements. This schedule has been subjected  to
the auditing procedures applied in our audit of the basic consolidated financial
statements  and,  in our  opinion, fairly  states in  all material  respects the
financial data  required  to be  set  forth therein  in  relation to  the  basic
consolidated financial statements taken as a whole.

                                          /s/ Arthur Andersen LLP
                                          ARTHUR ANDERSEN LLP

Chicago, Illinois,
February 8, 1995

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation by
reference  of our reports  dated February 8, 1995,  included (or incorporated by
reference) in this Annual Report of Lawter International, Inc. and  Subsidiaries
on Form 10-K for the year ended December 31, 1994, into the Company's previously
filed  Registration Statements on  Forms S-3 (File No.  33-24165), S-8 (File No.
33-24859), S-8 (File No. 33-61506) and S-8 (File No. 2-84421).

                                          /s/ Arthur Andersen LLP
                                          ARTHUR ANDERSEN LLP

Chicago, Illinois,
March 27, 1995

                                       8

                  LAWTER INTERNATIONAL, INC. AND SUBSIDIARIES
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
                                 (in thousands)



ALLOWANCES FOR DOUBTFUL ACCOUNTS                                                        1994       1993       1992
------------------------------------------------------------------------------------  ---------  ---------  ---------
                                                                                                   
Balance at beginning of year........................................................  $     319  $     632  $     237
  Additions (credited)/charged to earnings..........................................        (30)        66        436
  Additions/(deductions) for accounts written off, net of recoveries................        126(1)      (379)       (41)
                                                                                      ---------  ---------  ---------
Balance at end of year..............................................................  $     415  $     319  $     632
                                                                                      ---------  ---------  ---------
                                                                                      ---------  ---------  ---------
<FN>
------------------------
(1)   Includes  approximately $179,000 of Cremona  Resine allowance for doubtful
      accounts which was acquired June 30, 1994.


                                       9

                                   SIGNATURES

    Pursuant  to  the requirements  of  Section 13  or  15(d) of  the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          ______LAWTER INTERNATIONAL, INC.______
                                                       (Registrant)

                                          /s/ DANIEL J. TERRA
                                          --------------------------------------
                                          Daniel J. Terra
                                          Chairman of the Board and
                                          Chief Executive Officer
                                          (Principal Executive Officer)

                                          /s/ WILLIAM S. RUSSELL
                                          --------------------------------------
                                          William S. Russell
                                          Vice President, Treasurer and
                                          Secretary
                                          (Principal Financial and Accounting
                                          Officer)

Date: March 27, 1995

    Pursuant to the requirements  of the Securities Exchange  Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

                                          /s/ LEONARD P. JUDY
                                          --------------------------------------
                                          Leonard P. Judy, March 27, 1995
                                          Director

                                          /s/ RICHARD D. NORDMAN
                                          --------------------------------------
                                          Richard D. Nordman, March 27, 1995
                                          Director

                                          /s/ FRED G. STEINGRABER
                                          --------------------------------------
                                          Fred G. Steingraber, March 27, 1995
                                          Director

                                          /s/ DANIEL J. TERRA
                                          --------------------------------------
                                          Daniel J. Terra, March 27, 1995
                                          Director

                                                 Registrant's 1994 Annual Report
                                                 to Stockholders, some  portions
                                                 of which have been incorporated
                                                 by reference in this Form 10-K,
                                                 has  been  previously  sent  to
                                                 each   stockholder   and    was
                                                 included  with  this  report to
                                                 the  Securities  and   Exchange
                                                 Commission.

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