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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
___________ OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
___________ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________
Commission File Number 33-64824

GENERAL CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)

DELAWARE 22-2689817
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

90 EAST HALSEY ROAD
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (973) 515-0900

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I
(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT.

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
--- ---

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GENERAL CHEMICAL CORPORATION

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

INDEX

PAGE NO.
--------
PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements

Consolidated Statements of Operations - Three Months
and Nine Months Ended September 30, 1996 and 1997........... 1

Consolidated Balance Sheets - December 31, 1996 and
September 30, 1997.......................................... 2

Consolidated Statements of Cash Flows - Nine Months
Ended September 30, 1996 and 1997........................... 3

Notes to the Consolidated Financial Statements............... 4-7

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 8-9

PART II. OTHER INFORMATION:

Item 1. Legal Proceedings...................................... 10

Item 6. Exhibits and Reports on Form 8-K....................... 11

SIGNATURES.............................................. 12

EXHIBIT INDEX........................................... 13

EXHIBIT................................................. 14

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GENERAL CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1996 1997 1996 1997
---- ---- ---- ----

Net revenues............................................... $ 132,324 $ 137,563 $ 382,780 $ 384,406
Cost of sales.............................................. 90,267 96,496 262,015 266,803
Selling, general and administrative expense................ 9,832 11,373 37,440 32,193
----------- ----------- ----------- -----------
Operating profit........................................... 32,225 29,694 83,325 85,410
Interest expense........................................... 5,616 5,697 17,737 16,001
Interest income............................................ 301 391 859 1,181
Foreign currency transaction (gains) losses................ 26 16 (113) 530
Other (income) expense, net................................ (212) 292 143 (19)
----------- ----------- ----------- -----------
Income before income taxes and minority interest........... 27,096 24,080 66,417 70,079
Minority interest.......................................... 8,265 6,459 23,034 18,801
----------- ----------- ----------- -----------
Income before income taxes................................. 18,831 17,621 43,383 51,278
Income tax provision....................................... 7,200 6,789 16,592 19,906
----------- ----------- ----------- -----------
Net income........................................ $ 11,631 $ 10,832 $ 26,791 $ 31,372
=========== =========== =========== ===========

See the accompanying notes to the consolidated financial statements.

GENERAL CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
(UNAUDITED)

Current Assets:
Cash and cash equivalents................................................... $ 32,742 $ 18,420
Receivables, net............................................................ 87,288 101,856
Inventories ................................................................ 34,444 31,225
Deferred income taxes....................................................... 9,323 9,384
Other current assets........................................................ 1,318 5,166
----------- ----------
Total current assets...................................................... 165,115 166,051
Property, plant and equipment, net.......................................... 212,743 271,107
Other assets ............................................................... 30,919 47,221
----------- ----------
Total assets.............................................................. $ 408,777 $ 484,379
=========== ==========

LIABILITIES AND EQUITY (DEFICIT)

Current Liabilities:

Accounts payable............................................................ $ 46,208 $ 48,308
Accrued liabilities......................................................... 59,900 60,851
Income taxes payable........................................................ 3,033 4,292
Current portion of long-term debt........................................... 17,392 34,329
----------- -----------
Total current liabilities............................................. 126,533 147,780
Long-term debt.............................................................. 217,217 234,218
Other liabilities........................................................... 167,591 180,343
----------- -----------
Total liabilities..................................................... 511,341 562,341
----------- -----------
Minority interest.............................................................. 38,572 45,763
----------- -----------
Equity (deficit)
Common stock, $.01 par value
authorized: 1,000 shares
issued and outstanding: 100 shares......................................... -- --
Capital deficit............................................................. (187,652) (181,319)
Foreign currency translation adjustments.................................... (1,435) (1,730)
Retained earnings .......................................................... 47,951 59,324
----------- -----------
Total equity (deficit)................................................ (141,136) (123,725)
----------- -----------
Total liabilities and equity (deficit)................................ $ 408,777 $ 484,379
=========== ===========

See the accompanying notes to the consolidated financial statements.

GENERAL CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1996 1997
---------- ---------

Cash flows from operating activities:
Net income .............................................. $ 26,791 $ 31,372
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ......................... 19,431 21,521
Net loss on disposition of long-term assets ........... 363 712
Unrealized exchange loss .............................. 3 753
Restricted unit plan costs ............................ 8,615 834
(Increase) in receivables ............................. (15,648) (10,525)
Decrease in inventories ............................... 5,031 5,624
(Increase) decrease in other assets ................... (3,609) 433
Increase (decrease) in accounts payable ............... 1,693 (438)
(Decrease) in accrued liabilities ..................... (9,125) (4,386)
Increase in income taxes payable ...................... 3,053 1,223
Increase (decrease) in other liabilities .............. 3,577 586
Increase in minority interest ......................... 12,238 7,191
-------- --------
Net cash provided by operating activities .......... 52,413 54,900
-------- --------
Cash flows from investing activities:
Capital expenditures .................................... (33,155) (37,076)
Proceeds from sales or disposals of long term assets .... 312 9
Acquisition of business, net of cash acquired (Note 4)* . -- (30,131)
-------- --------
Net cash used for investing activities ............. (32,843) (67,198)
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt ............................ 20,000 35,000
Repayment of long-term debt ............................. (54,043) (22,251)
Capital contribution from parent ........................ 35,600 5,500
Dividends ............................................... -- (20,000)
-------- --------
Net cash provided by (used for) financing activities 1,557 (1,751)
-------- --------
Effect of exchange rate changes on cash .................... (2) (273)
-------- --------
Increase (decrease) in cash and cash equivalents ........... 21,125 (14,322)
Cash and cash equivalents at beginning of period ........... 13,279 32,742
-------- --------
Cash and cash equivalents at end of period ................. $ 34,404 $ 18,420
======== ========
Supplemental information:
Cash paid for income taxes .............................. $ 5,543 $ 17,365
======== ========
Cash paid for interest .................................. $ 17,877 $ 14,204
======== ========
*Purchase of business, net of cash acquired:
Working capital, other than cash ........................ $ 18,180
Plant, property and equipment ........................... (43,350)
Other assets ............................................ (17,538)
Noncurrent liabilities .................................. 12,577
--------
Net cash used to acquire business .................. $(30,131)
========

See the accompanying notes to the consolidated financial statements.

GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared by General Chemical Corporation ("General Chemical" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission.
The financial statements do not include certain information and footnotes
required by generally accepted accounting principles. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the nine months ended September 30, 1997 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997. General Chemical's financial statements should be read in conjunction with
the financial statements and the notes thereto included in General Chemical's
Annual Report on Form 10-K for the year ended December 31, 1996.

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Agreement

The Company is party to the Management Agreement with New Hampshire Oak.
Pursuant to the Agreement, the Company was charged $2,280 and $2,347 for the
nine months ended September 30, 1996 and 1997, respectively, for general
corporate supervisory services and strategic guidance. The Management Agreement
expires during 1998, subject to extension.

NOTE 3 - ADDITIONAL FINANCIAL INFORMATION

The components of inventories were as follows:

DECEMBER 31, SEPTEMBER 30,
1996 1997
----------- ------------

Raw materials................... $ 9,567 $ 8,617
Work in process................. 2,326 364
Finished products............... 14,506 13,086
Supplies ....................... 8,045 9,158
--------- ---------
$ 34,444 $ 31,225
========= =========

GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)

NOTE 4 - ACQUISITIONS

On July 1, 1997, the Company acquired all of the outstanding stock of
Peridot Holdings, Inc. ("Peridot"), a leading manufacturer and supplier of
sulfuric acid and water treatment chemicals. Funding for this transaction was
provided with existing cash and borrowings on the Company's revolving credit
facility. The acquisition was accounted for under the purchase method and
accordingly, the net assets and results of operations have been included in the
consolidated financial statements since the date of acquisition, based on
preliminary valuation information available to the Company, which is subject to
change as such information is finalized. The excess of purchase price over the
estimated fair values of the net tangible assets acquired has been treated as
goodwill. Goodwill will be amortized on a straight line basis over a period of
30 years. The acquisition did not have a material pro forma impact on
consolidated earnings.

NOTE 5 - LONG TERM DEBT

Long-term debt consists of the following:

DECEMBER 31, SEPTEMBER 30,
MATURITIES 1996 1997
---------- ---- ----

Bank Term Loan - floating rate......................... 1997-2001 $ 82,609 $ 69,565
Senior Subordinated Notes - 9.25%...................... 2003 100,000 100,000
Canada Senior Notes - 9.09%............................ 1999 52,000 52,045
$130,000 U.S. Revolving Credit Facility
floating rate......................................... 1999 -- 30,000
Construction Loan...................................... 1998 -- 13,937
Other ................................................. 1997 -- 3,000
---------- ----------
Total Debt............................................. 234,609 268,547
Less: Current Portion................................. 17,392 34,329
---------- ----------
Net Long-Term Debt..................................... $ 217,217 $ 234,218
========== ==========

Aggregate maturities of long-term debt at December 31, 1996 for each of the
years in the five year period ending December 31, 2001 are $17,392, $17,392,
$69,392, $17,392 and $13,041, respectively.

In November, 1996, Peridot entered into a Loan and Security Agreement (the
"Loan") which was primarily used to finance the construction of a new sulfuric
acid plant. As of September 30, 1997, the outstanding balance of the loan was
$13,937. If the loan is not repaid at commercial start-up of the new plant (as
defined), it is converted to a term loan. The Company plans to repay the loan
during the fourth quarter of 1997. The Loan bears interest at a rate generally
equal to the London interbank market for dollar deposits plus 5.25 percent.

GENERAL CHEMICAL COPRORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Richmond Works July 26, 1993 Incident. On July 26, 1993 a pressure relief
device on a railroad tank car containing oleum that was being unloaded at the
Company's Richmond, California, facility ruptured during the unloading process,
causing the release of a significant amount of sulfur trioxide. Approximately
150 lawsuits seeking substantial amounts of damages were filed against the
Company on behalf of in excess of 60,000 claimants in municipal and superior
courts of California (Contra Costa and San Francisco Counties) and in federal
court (United States District Court for the Northern District of California).
All state court cases were coordinated before a coordination trial judge (In Re
GCC Richmond Works Cases, JCCP No. 2906) and the federal court cases were stayed
until completion of the state court cases.

After several months of negotiation under the supervision of a settlement
master, the Company and a court-approved plaintiffs' management committee
executed a comprehensive settlement agreement which resolved the claims of
approximately 95 percent of the claimants who filed lawsuits arising out of the
July 26th incident, including the federal court cases. After a final settlement
approval hearing on October 27, 1995, the coordination trial judge approved the
settlement on November 22, 1995. Pursuant to the terms of the settlement
agreement, the Company, with funds to be provided by its insurers pursuant to
the terms of its insurance policies, has agreed to make available a maximum of
$180,000 to implement the settlement. In addition, the settlement agreement
provides, among other things, that while claimants may "opt out" of the
compensatory damages portion of the settlement and pursue their own cases
separate and apart from the class settlement mechanism, they have no right to
opt out of the punitive damages portion of the settlement. Consequently, under
the terms of the settlement, no party may seek punitive damages from the Company
outside of those provided by the settlement.

Notices of appeal of all or portions of the settlement approved by the
court were filed by five law firms representing approximately 2,800 claimants,
with approximately 2,600 of these claimants represented by the same law firm.
Virtually all of these claimants have not specified the amount of their claims
in court documents, although the Company believes that their alleged injuries
are no different in nature or extent than those alleged by the settling
claimants. On May 8, 1996, the California Court of Appeals dismissed each of the
appeals that had been filed challenging the trial court's approval of the class
action settlement. The Court of Appeals dismissed the appeal relating to the
trial court's rulings on plaintiffs' attorney's fees on the ground that the
appealing attorneys lacked standing to appeal. The Court of Appeals also
dismissed each of the other pending appeals, ruling that the trial court's
orders and rulings approving the settlement were not presently appealable, if at
all, by the appealing claimants since they had all elected to opt out of the
settlement. The appealing attorneys and some of the appealing claimants then
filed a petition for review with the California Supreme Court, which on August
15, 1996, elected not to review the Court of Appeals' decision.

On March 11, 1997, the coordination judge dismissed the claims of 1,269 of
the approximately 2,750 opt-out claimants, primarily on the grounds that they
had failed to comply with previous pre-trial orders. On April 18, 1997, the
California Court of Appeals denied a petition for review of the dismissals filed
by attorneys for the dismissed opt-out claimants, and on June 8, 1997, the
California Supreme Court denied the same attorneys' petition for review of the
California Court of Appeals' denial of their prior petition.

GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997

(DOLLARS IN THOUSANDS)
(UNAUDITED)

It is possible that one or more of the appealing claimants, once their
opt-out cases are finally litigated through trial, may attempt to refile all or
a portion of the appeals that were dismissed by the Court of Appeals. While
there can be no assurances regarding how an appellate court might rule in the
event of such a refiling, the Company believes that the settlement will be
upheld on appeal. If the settlement is upheld on appeal, the Company believes
that any further liability in excess of the amounts made available under the
settlement agreement will not exceed the available insurance coverage, if at
all, by an amount that could be material to its financial condition or results
of operations. In the event of a reversal or modification of the settlement on
appeal, with respect to lawsuits by any then remaining claimants (opt-outs and
settling claimants who have not signed releases) the Company believes that,
whether or not it elects to terminate the settlement in the event it is reversed
or modified on appeal, it will have adequate resources from its available
insurance coverage to vigorously defend these lawsuits through their ultimate
conclusion, whether by trial or settlement. However, in the event the settlement
is overturned or modified on appeal, there can be no assurance that the
Company's ultimate liability resulting from the July 26, 1993 incident would not
exceed the available insurance coverage by an amount which could be material to
its financial condition or results of operations, nor is the Company able to
estimate or predict a range of what such ultimate liability might be, if any.

The Company has insurance coverage relating to this incident which totals
$200,000. The first two layers of coverage total $25,000 with a sublimit of
$12,000 applicable to the July 26, 1993 incident, and the Company also has
excess insurance policies of $175,000 over the first two layers. The Company
reached an agreement with the carrier for the first two layers whereby the
carrier paid the Company $16,000 in settlement of all claims the Company had
against that carrier. In the third quarter of 1994, the Company recorded a
$9,000 charge to earnings for costs which the Company incurred related to this
matter. The Company's excess insurance policies, which are written by two
Bermuda-based insurers, provide coverage for compensatory as well as punitive
damages. Both insurers have executed agreements with the Company confirming
their respective commitments to fund the settlement as required by their
insurance policies with the Company and as described in the settlement
agreement. In addition, these same insurers currently continue to provide
substantially the same insurance coverage to the Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

September 30, 1997 Compared with December 31, 1996

Financial Condition

Cash and cash equivalents were $18.4 million at September 30, 1997 as
compared with $32.7 million at December 31, 1996. During the first nine months
of 1997 the Company generated cash flow from operating activities of $54.9
million and $12.7 million of net proceeds from long-term debt, which was offset
by $37.1 million used for capital expenditures, $20.0 million in dividend
payments and $30.1 million used for the acquisition of a business.

The Company had working capital of $18.3 million at September 30, 1997 as
compared with $38.6 million at December 31, 1996. This decrease in working
capital reflects higher current portion of long-term debt coupled with lower
cash balances, partially offset by higher accounts receivable.

Nine Months Ended September 30, 1997, Compared with Nine Months Ended
September 30, 1996

Results of Operations

The following table sets forth the results of operations and percentage of
net revenues represented by the components of operating income and expense for
the nine months ended September 30, 1996 and 1997 (dollars in millions).

NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------------
1996 1997
--------------- ------------

Net revenues............................................... $382.8 100% $384.4 100%
Cost of sales.............................................. 262.0 68 266.8 69
------ --- ------ ---
Gross profit............................................... 120.8 32 117.6 31
Selling, general and administrative expense................ 37.5 10 32.2 8
------ --- ------ ---
Operating profit..................................... $ 83.3 22% $ 85.4 22%
====== === ====== ===

Net revenues for the nine months ended September 30, 1997 were $1.6 million
higher than the prior year level due primarily to sales of Peridot Holdings,
Inc. which was acquired on July 1, 1997 offset by weaker pricing of soda ash.

Gross profit for the first nine months of 1997 was $117.6 million compared
with $120.8 million for the comparable period in 1996 reflecting the
aforementioned sales changes. Gross profit as a percentage of net revenues was
32 percent and 31 percent for the first nine months of 1996 and 1997,
respectively. This decrease is primarily due to the weaker pricing of soda ash.

Selling, general and administrative expense was 8 percent of net revenues
for the first nine months of 1997, versus 10 percent for the first nine months
of 1996. This decrease from prior year is primarily due to a one-time charge
recorded in 1996 related to a restricted unit plan created by the Company's
parent which satisfied the Company's liability under its former Phantom Equity
Plan.

Interest expense for the first nine months of 1997 was $16.0 million which
was $1.7 million lower than the first nine months of 1996 due to lower
outstanding debt balances for the majority of the year.

Interest income for the first nine months of 1997 was $1.2 million which
was $.3 million higher than the first nine months of 1996 due to higher cash
balances during the early part of 1997.

The foreign currency transaction loss for the first nine months of 1997 was
$.5 million versus a gain of $(.1) million for the first nine months of 1996.
This is principally due to the impact of exchange rate fluctuations on a U.S.
dollar denominated loan of the Company's Canadian subsidiary. The impact of
foreign currency transaction (gains) losses on this loan is noncash.

Minority interest for the first nine months of 1997 was $18.8 million which
was $4.2 million lower than the first nine months of 1996, due to lower earnings
of General Chemical (Soda Ash) Partners.

Net income for the nine months of 1997 was $31.4 million compared with
$26.8 million for the same period in 1996, due to the foregoing.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The following developments have occurred with respect to this matter since
the filing of the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1997:

On June 6, 1997, General Chemical Canada Ltd. ("GCCL"), a wholly owned
subsidiary of the Company, received a summons issued by the Ministry of the
Environment and Energy alleging that a release of ammoniated material into the
Detroit River from GCCL's Amherstburg, Ontario facility on August 22, 1995,
violated certain provisions of the Environmental Protection Act and Ontario
Water Resources Act. On October 20, 1997, GCCL entered into a settlement,
approved by the Ontario Court (Provincial Division), Provincial Offences Court,
Central Region, whereby GCCL agreed to perform certain environmental projects at
the Amherstburg facility and, to the extent the projects are completed within
one year from the settlement, pay a penalty of CDN $90,000. In the event the
projects are not completed within one year, the penalty would increase to CDN
$150,000. GCCL intends and expects to complete the projects within the one-year
time frame.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) (27) Financial Data Schedule.

b) No report on Form 8-K has been filed by the Company during the period
covered by this report.

SIGNATURES

Pursuant to the requirements 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.

GENERAL CHEMICAL CORPORATION
----------------------------
(Registrant)

Date October 29, 1997 /s/ Michael R. Herman
------------------- ----------------------------------------
MICHAEL R. HERMAN
Vice President and General Counsel

Date October 29, 1997 /s/ Ralph M. Passino
-------------------- -----------------------------------------
RALPH M. PASSINO
Chief Financial Officer and Vice
President of Administration (Principal
Financial Officer)

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
27 Financial Data Schedule 14
(EDGAR Filings Only)