Quaker Chemical Corporation
                            Elm and Lee Streets
                 Conshohocken Pennsylvania 19428-8909 USA
              Telephone: 610-832-4000 Facsimile: 610-832-8682


                                                     March 31, 1999

Dear Quaker Shareholder:

Your enclosed proxy card shows the number of votes you are entitled to cast
not the number of shares that you own.

This reflects the action taken at the Annual Meeting of Shareholders on
May 6, 1987 when shareholders approved an amendment to the Articles of
Incorporation by which holders of Common Stock became entitled to 10 votes
per share of Common Stock for shares which were held on that date.  The
amended Articles also provide that with respect to shares acquired after
May 6, 1987, all shares are entitled to one vote per share until such
shares are held for 36 consecutive months.  After 36 months, each share is
entitled to 10 votes.

There are some exceptions to the above and those exceptions are listed in
Exhibit A "Shareholder Voting Administrative Procedures" to the enclosed
Proxy Statement.

Because we have no means of tracking ownership of shares held in "street"
or "nominee" name, such shares are presumed to have been held for a period
of less than 36 consecutive months.

Please review the number of votes which are listed on the proxy card.  For
all shares purchased by you before March 1, 1996 (36 months before the
record date), you are entitled to 10 votes per share.  For all shares
purchased by you after March 1, 1996, you are entitled to one vote
per share.

If you feel that the votes listed do not accurately reflect the number of
votes you are entitled to cast, Exhibit A to the enclosed Proxy Statement
outlines procedures by which you may seek change.  If you have any
questions, please call Irene M. Kisleiko, Assistant Corporate Secretary, at
610-832-4119.

To allow sufficient time to research your questions or act on your
requests, please call Ms. Kisleiko at Quaker Chemical as soon as possible.

Thank you.