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                     [DEP CORPORATION'S LOGO & LETTERHEAD]

                                  NEWS RELEASE

        FOR IMMEDIATE RELEASE
For:    DEP Corporation                         Contact:
        2101 East Via Arado                     D. Lee Johnson
        Rancho Dominguez, CA 90220              (310) 604-0777
                                                Sitrick and Company
                                                Ann Julsen
                                                (310) 788-2850

              DEP CORPORATION REACHES AGREEMENT WITH LENDER GROUP
                           ON PLAN OF REORGANIZATION
                      AMENDED CONSENSUAL PLAN TO BE FILED

        LOS ANGELES, CA, AUGUST 22, 1996 -- DEP CORPORATION (NASDAQ SMALLCAP:
DPACAQ AND DPCBQ) announced today that it has reached an agreement with its
lender group on an amended plan of reorganization. The plan also has the support
of the official committee representing the Company's unsecured creditors.

        "We are pleased that we have been able to reach an agreement with our
lenders that should enable the Company to advance a consensual plan of
reorganization," said Robert Berglass, chairman and president of DEP. "Our goal
from day one was to develop a plan which would restructure the Company's
long-term debt consistent with our cash flow and which would treat all of our
creditors and stockholders fairly. In our view, this plan does just that."

        The Company stated that it plans to distribute an amended disclosure
statement which incorporates the consensual plan to all appropriate
constituents by early September 1996 and to request a confirmation hearing with
the Bankruptcy Court which would allow the Company to emerge from Chapter 11 by
the end of October 1996.

                                  [LETTERHEAD]
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                                   [DEP LOGO]

        Under the plan which was announced today:

        -       the lender group led by Foothill Capital Corporation will
                provide DEP Corporation with $62 million in long-term financing
                at an interest rate of prime plus 2 percent, with a maturity
                date of July 31, 2002. 


        -       At plan effectiveness, the lender group will receive $150,000 in
                cash in satisfaction of certain post-petition interest claims
                and 542,488 shares of DEP common stock plus warrants to
                purchase an additional 330,050 shares at a price to be
                determined subsequent to the effective date. The Company
                currently has 6,251,140 common shares outstanding. 

        -       DEP will reclassify all of its existing common stock and the
                stock issued the lenders as one class of voting stock so that
                all common shares have identical voting rights. 

        -       DEP will assume up to $1.1 million in post-petition professional
                fees and expenses incurred by the lenders, less payments made
                during the case. 

        -       Unsecured creditors will be paid, with 5 percent interest, over
                18 months.

        "While I would have preferred to reach an agreement that did not dilute
current stockholders' interests at all, we believe that the reasonable interest
rate on our long-term debt provided for in the plan, combined with the savings
of expenses and professional fees which would have been incurred if the
bankruptcy case were to continue, more than outweigh the 8 percent dilution of
stockholders' interests," Mr. Berglass stated.

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        "I especially want to thank our suppliers, retail customers and
employees for their continued support during this challenging period. I also
want to acknowledge and thank the unsecured creditors' committee. Their
continuous faith strengthened our conviction to resolve this situation in the
best interests of all constituents. Now that we have reached an agreement, we
can concentrate all of our resources and energies on growing our business and
strengthening our brands."

        The Company also stated it intends to continue its constructive
fraudulent transfer case against S.C. Johnson & Johnson, Inc. in the bankruptcy
court. The net proceeds of any recoveries in that action are pledged to the
lenders to help DEP meet its debt service.

        DEP Corporation is a consumer products company that develops,
manufactures and markets a wide variety of hair, oral and skin care products
under 10 major brand names: Dep, L.A. Looks, Agree, Halsa, Lilt, Topol,
Lavoris, Natures Family, Porcelana and Cuticura. The Company employes
approximately 300 people at its Rancho Dominguez headquarters and production
facility.

        The Company filed to restructure under Chapter 11 of the Bankruptcy
Code on April 1, 1996.

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