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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

CHEMI-TROL CHEMICAL CO.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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2
CHEMI-TROL CHEMICAL CO.

2776 C.R. 69 * GIBSONBURG, OHIO 43441

------------------------------------------------------------------------------

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
------------------------------------------------------------------------------

To All Shareholders:

The Annual Meeting of Shareholders of Chemi-Trol Chemical Co. will be
held on Thursday, July 17, 1997 at 10:00 a.m. at Ole Zim's Restaurant, located
at 1375 North State Route 590, east of the Corporate offices, Gibsonburg, Ohio,
43431, for the following purposes:

1. Election of three Directors for a term of three years and one
Director for a term of one year.

2. Appointment of the firm of Ernst & Young as independent
auditors to audit the accounts of the Company for the year
ended December 31, 1997.

3. To transact any other business that may properly come before
the meeting.

Lunch will be served immediately following the meeting.

For the Board of Directors

Arthur F. Doust
Chairman and Chief Executive Officer

June 15, 1997

PLEASE SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING.

CHEMI-TROL CHEMICAL CO.

2776 C.R. 69, GIBSONBURG, OHIO 43431

June 15, 1997

PROXY STATEMENT

GENERAL MATTERS

The accompanying proxy is solicited by the Board of Directors of
Chemi-Trol Chemical Co. (the "Company") for the annual Meeting of Shareholders
of the Company to be held at Ole Zim's Restaurant, located at 1375 North State
Route 590, east of the corporate offices, Gibsonburg, Ohio 43431 on Thursday,
July 17, 1997 at 10:00 a.m. This proxy statement and the enclosed form of proxy
were first mailed, sent or given to shareholders on or about June 15, 1997.

The cost of solicitation of proxies will be borne by the
Company. Solicitation other than by mail may be made by officers or by regular
employees of the Company for no additional compensation. In addition to using
the mails and officers and employees of the Company to solicit proxies, Morrow &
Co. has been retained at a cost of $2,500 plus expenses to aid in the
solicitation of proxies. Proxies may be solicited personally, by telephone, by
telegram or other electronic means.

Only shareholders of record at the close of business on June 15,
1997, will be entitled to notice of and to vote at the meeting and at all
adjournments thereof. At the close of business on June 15 the Company had
outstanding 2,004,930 common shares, each share entitled to one vote.

Abstentions will be deemed to be present for the purpose of
determining a quorum for the meeting, but will be deemed not voting on issues or
matters as to which the abstention is applicable. Shares held by brokers which
are not voted will not be counted for any purposes.

The persons named in the proxy will vote all shares in
accordance with the instructions given by the shareholders in their respective
proxies, returned, duly executed and received by the Company on or prior to
10:00 a.m. on July 17, 1997. Any shareholder giving a proxy has the right to
revoke it any time before it is voted by giving notice to the Company in writing
or in an open meeting.

- 1 -

PRINCIPAL HOLDERS OF VOTING SECURITIES

Set forth below is certain information concerning persons who
are known by the Company to own beneficially more than 5% of any class of the
Company's voting shares on March 31, 1997.

AMOUNT AND
NATURE OF
TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- -------- ------------------- ------------ --------

Common Shares Arthur F. Doust 252,515(2) 12.59%
2690 CR 69
Gibsonburg, Ohio 43431

Common Shares Trilon Dominion Partners, 241,351(3) 12.03%
L.L.C.
F/K/A Venture Capital,
Equities, L.L.C.
250 Park Avenue, Suite 2020
New York, New York 10017

Common Shares Asher B. Edelman 107,650(4) 5.37%
717 Fifth Ave.
New York, New York 10022

<FN>
(1) All shares are held of record with sole voting and investment power
unless otherwise indicated.

(2) Includes (a) 157,014 shares held in trust by Arthur F. Doust and Anna
K. Doust, Co-Trustees, of which 78,507 shares are held for their own
benefit; (b) 44,765 shares owned by Anna K. Doust, wife of Arthur F.
Doust; and (c) 12,743 shares owned by the children of Arthur F. Doust.

(3) Based upon most recent Schedule 13D filing dated September 27, 1996. VC
Holdings, Inc., the sole manager and the holder of 100% of the voting
interests of Trilon Dominion Partners, L.L.C. ("L.L.C."), is the
indirect beneficial owner of the 241,351 shares of common stock of the
issuer owned by L.L.C. Ronald W. Cantwell ("Mr. Cantwell") is the
holder of 100% of the capital stock of VC Holdings, Inc., which is the
sole manager and the holder of 100% of the voting interests of L.L.C.
Consequently, Mr. Cantwell is the indirect beneficial owner of the
241,351 shares of common stock of the issuer owned by the L.L.C.
Dominion Capital,Inc. holds a 50% non-voting preferred interest in the
L.L.C. Dominion Capital, Inc. has disclaimed beneficial ownership of
these securities.

(4) Based upon Schedule 13D filing dated March 26, 1996. Edelman Value
Partners, L.P. owns 36,300 Shares and Edelman Value Fund, Ltd. owns
71,350 shares. Asher B. Edelman is the President and Sole Director of
A.B. Edelman Management Company, Inc., which is the Sole General
Partner of Edelman Value Partners, L.P. and also the Investment Manager
of Edelman Value Fund, Ltd. Therefore, Mr. Edelman may be deemed the
beneficial owner of both of these holdings.

- 2 -

ELECTION OF DIRECTORS

It is the intention of the persons holding the proxies solicited
hereby to vote (in the absence of contrary specifications) for the election of
Richard S. Dudley, Robert H. Moyer and Robert W. Woolf for a three-year term and
for the election of Asher B. Edelman for a term of one year. However, if the
election of directors is by cumulative voting, the persons appointed by the
accompanying proxy intend to cumulate the votes represented by proxies they
receive and distribute such votes in accordance with their best judgment.

Under the General Corporation Law of Ohio, if notice in writing
is given by any shareholder to the President or any Vice President or the
Secretary of the Company, not less than forty-eight hours before the time fixed
for holding the meeting, that the shareholder desires that the voting for
election of directors shall be cumulative, and an announcement of the giving of
such notice is made upon the convening of the meeting, each shareholder will
have cumulative voting rights. No shareholder vote is necessary to provide for
such cumulative voting rights. Cumulative voting means that each shareholder is
entitled to that number of votes equal to the number of shares that he owns
multiplied by the number of directors to be elected. Each shareholder may cast
all of his votes for a single nominee or may distribute his votes among as many
nominees as he sees fit.

The three nominees receiving the largest number of votes for the
director positions to be filled will be elected to a three-year term and the
nominee receiving the fourth largest number of votes will be elected to a term
of one year.

Set forth below is certain information relating to Richard S. Dudley,
Robert H. Moyer, Robert W. Woolf and Asher B. Edelman, the Company's nominees
for election as Directors, and the Directors of the Company whose terms of
office will continue after the meeting.

PRINCIPAL OCCUPATION OR
POSITION DURING THE PAST FIVE
YEARS, DIRECTORSHIPS OF OTHER DIRECTOR
PUBLICLY OWNED COMPANIES, CONTINUOUSLY
NAME AGE PROPOSED TERMS SINCE COMMITTEES
- ---- --- ----------------------------- ------------ ----------

COMPANY'S NOMINEES FOR TERM OF OFFICE EXPIRING IN 2000

Richard J. Dudley 66 Retired in 1987 as Chairman of the Board, 1993 Executive
President and CEO of S.E. Hyman Co., a
manufacturing company located in Fremont,
Ohio, and served as Assistant to the
President of Terra Technical College,
Fremont, Ohio (1987-1990)

- 3 -

PRINCIPAL OCCUPATION OR
POSITION DURING THE PAST FIVE
YEARS, DIRECTORSHIPS OF OTHER DIRECTOR
PUBLICLY OWNED COMPANIES, CONTINUOUSLY
NAME PROPOSED TERMS SINCE AGE COMMITTEES
- ---- ----------------------------- -------------- ----------

Robert H. Moyer 68 President of the Mosser Group, located 1992 Audit
in Fremont, Ohio, a holding company of: Compensation
Mosser Construction, Inc. of which he
is Chairman; Contractors Equipment, Inc.;
WMOG Investment, Inc.; and Telamon
Construction, Inc.; Director of Croghan
Bancshares, Inc., the publicly-owned
holding company of Croghan Colonial Bank.

Robert W. Woolf 55 President (1988 to date) and 1987 Executive
Vice President (1985 to 1988) Governance
of the Company Compensation

COMPANY'S NOMINEES FOR TERM OF OFFICE EXPIRING IN 1998

Asher B. Edelman 57 President and Sole Director (1995 to date) of Audit
A.B. Edelman Management Company, Inc., the
sole general partner of Edelman Value Partners,
L.P.; General Partner (1984 to date), Asco
Partners, a general partner of Edelman Securities
Company; General Partner, Plaza Securities Company;
Chairman of the Board (1985 to date) and Chief
Executive Officer (1993 to date) of Datapoint
Corporation; Investment Manager, (1996 to date)
Edelman Value Fund, Ltd.; Chairman of the Board,
Canal Capital Corporation

DIRECTORS WHOSE TERMS EXPIRE IN 1998

Fred J. Roynon 64 Retired (1991) bank executive with twenty- 1993 Audit
four years' experience in community bank
management, including Chairman, President
and CEO of Society Bank Northwest Ohio
(1980-1985)

John P. Simcox 47 Vice President (1991) to date) and General 1990
Manager of the Tank Division (1990 to date),
Director of Sales of the Company (1987 to 1989)

DIRECTORS WHOSE TERMS EXPIRE IN 1999

Arthur F. Doust 74 Chairman of the Board (1985 to date); 1952 Executive,
Chief Executive Officer (1987 to date) and Governance,
and President (1969 to 1988) of the Company Compensation

- 4 -

Kevin D. Lauck 46 Secretary and Controller (1988 to date) of 1990
the Company

W. Burton Lloyd 58 President of Advanced Insulation Concepts, 1986 Governance,
Inc., formerly American Isowall Corporation Compensation
located in Florence, Kentucky, which manufactures
various panels for use in the construction of cold
storage units

The Executive Committee acts on behalf of the Board between meetings
of the Board and has the complete authority of the Board, other than the
authority to fill vacancies among directors or on any committee of directors.
The Executive Committee did not meet in 1996.

The Audit Committee engages in the functions usual to an audit committee of
a publicly-held corporation, including recommendations as to the engagement of
independent accountants; review with the independent accountants the proposed
scope of and plans for annual audits and review of audit results; review of the
adequacy of internal financial controls and internal audit functions; and review
of any problems identified by either the internal or external audit functions.
The Audit Committee held two meetings in 1996.

The Governance Committee is responsible for reviewing and making
recommendations to the Board of Directors with respect to corporate governance
issues, mechanisms and procedures affecting the Company and for undertaking such
other duties as are delegated to it from time to time by the Executive Committee
or the Board of Directors of the Company. The Governance Committee did not meet
in 1996.

The Compensation Committee is responsible for approving, recommending, or
reviewing management proposals concerning the compensation and benefits of the
employees of the Company. The Compensation Committee held one meeting in 1996.

The Company has no standing nominating committee or committee performing a
similar function.

During the year ended December 31, 1996 there were nine meetings of the
Board of Directors. Each director attended at least 75% of the aggregate of the
total number of meetings of the Board and the committees on which he served.

- 5 -

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as to the beneficial ownership
of the Common Shares of the Company, as of March 31, 1997, by each Director of
the Company and by all directors and officers of the Company as a group:

AMOUNT AND
NATURE OF
BENEFICIAL
BENEFICIAL OWNER OWNERSHIP(1) PERCENT
---------------- ------------ -------

Arthur F. Doust 252,515(2) 12.59%
Robert W. Woolf 4,070 .20%
John P. Simcox 1,500 .07%
Kevin D. Lauck 2,852 .14%
Asher B. Edelman 107,650(3) 5.37%
W. Burton Lloyd 61,463(4) 3.07%
Robert H. Moyer 2,452 .12%
Fred J. Roynon 500 .02%
Richard J. Dudley 242 .01%

All directors and 384,064 19.16%
officers as a group
(11 persons) 436,553 21.77%

<FN>
- -------------------

(1) All shares are held of record with sole voting and investment power
unless otherwise indicated.

(2) Includes (a) 157,014 shares held in trust by Arthur F. Doust and Anna K.
Doust, Co-Trustees, of which 78,507 shares are held for their own
benefit; (b) 44,765 shares owned by Anna K. Doust, wife of Arthur F.
Doust; and (c) 12,743 shares owned by the children of Arthur F. Doust.

(3) Based upon Schedule 13D filing dated March 26, 1996. Edelman Value
Partners, L.P. owns 36,300 Shares and Edelman Value Fund, Ltd. owns
71,350 shares. Asher B. Edelman is the President and Sole Director of
A.B. Edelman Management Company, Inc., which is the Sole General Partner
of Edelman Value Partners, L.P. and also the Investment Manager of
Edelman Value Fund, Ltd. Therefore, Mr. Edelman may be deemed the
beneficial owner of both of these holdings.

(4) Includes 58,269 shares owned by Roselyn Lloyd, wife of W. Burton Lloyd.

- 6 -

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Jon M. Cravens, formerly the General Manager of the Company's Cory
Orchard & Turf Division, was delinquent in filing a Form 4 Statement of Changes
in Beneficial Ownership, to report the sale of 1000 shares of stock in March of
1996, but timely filed Form 5 to rectify the delinquency. The Company believes
that all present Directors and Officers have timely filed all reports required
by Section 16(a) of the Act.

EXECUTIVE OFFICERS OF THE COMPANY

The following information is furnished with respect to each executive
officer and certain significant employees:

OFFICES AND POSITIONS
NAME AGE HELD WITH THE COMPANY
---- --- ---------------------

Arthur F. Doust 74 Chairman of the Board (1985 to date), Chief Executive
Officer (1987 to date), President (1969 to 1988) and
Director (1952 to date)

Robert W. Woolf 55 President (1988 to date), Vice President (1985 to 1988)
and Director (1987 to date)

John P. Simcox 47 Vice President of the Company (1991 to date), General
Manager of the Tank Division (1990 to date), Director
of Sales of the Company (1987 to 1989) and Director
(1990 to date)

Kevin D. Lauck 46 Secretary and Controller (1988 to date) and Director
(1990 to date)

James C. Herl 50 General Manager of Chemical Group (1996 to date) and
as Engineer in the Chemical Group, with primary
responsibility in the Pavement Marking Division (1974
to 1996).

James R. LaBenne 51 General manager of Cal-Van Tools Division (1988 to
date) and Assistant General Manager of the Cal-Van
Tools Division (1987 to 1988)

- 7 -

EXECUTIVE COMPENSATION

Summary Information
- -------------------

The following table summarizes the total compensation for each of the
last three years of (i) the Company's Chief Executive Officer and (ii) any of
its other four most highly compensated executive officers who received salary
and bonus in excess of $100,000.

Summary Compensation Table
Annual Compensation
---------------------------

Name and Other
Principal Annual All Other
Position Year Salary $ Bonus $ Compensation $ Compensation $
- -------- ---- -------- ------- -------------- --------------

Arthur F. Doust 1996 55,996 24,000 3,000(a) 2,480(b)
Chairman and 1995 53,225 17,000 3,000(a) 2,177(b)
CEO 1994 40,379 24,000 3,000(a) 3,863(b)

Robert W. Woolf 1996 106,814 20,000 3,000(a) 3,931(b)
President and 1995 102,086 18,125 3,000(a) 3,726(b)
COO 1994 87,899 25,500 3,000(a) 6,804(b)

<FN>
(a) Director fees paid for service on Board of Directors.
(b) Company's profit sharing plan contribution to Mr. Doust's account and
Mr. Woolf's account.

During the year ended December 31, 1996, each Director of the Company
was compensated for services as a Director by the total payment of $3,000 for
the four regularly scheduled meetings. Outside or independent Directors are
compensated $400 for attending special meetings that are scheduled on days other
than the regular quarterly meetings.

EXECUTIVE EMPLOYMENT AGREEMENTS

In August 1996, the Company entered into agreements to employ Mr. Robert
Woolf as the President and Chief Operating Officer, Jr. John P. Simcox as Vice
President and General Manager of the Tank Division, and Mr. Kevin D. Lauck, as
Secretary and Controller for terms of three years. The employment agreements
provide for annual base compensation equal to an amount which is not less than
the officer's annual base compensation on the date of the agreement and for an
annual bonus which is not less than the greater of 15% annual base compensation
or the bonus paid in the preceding fiscal year. In addition, the employment
agreements provide that during the term of the agreement and for one year
thereafter, the officers shall not compete with any business carried on by the
Company. The agreements further provide that if the officer's employment is
terminated following a change of control, other than for cause, disability or
retirement, the officer shall be entitled to receive, in lieu of any salary or
bonuses payable under the agreement, an amount equal to three times the present
value of his annual base compensation and bonus plus the case surrender value of
all life insurance maintained by the Company on the officer's life.

- 8 -

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Arthur F. Doust and Robert W.
Woolf, each of whom is an executive officer of the Company, and Robert H. Moyer
and W. Burton Lloyd, independent directors. Robert H. Moyer was appointed to
fill the position vacated by Robert F. Veh, who retired subsequent to the April
1997 Board Meeting.

Compensation Committee Report on Executive Compensation

This report sets forth the compensation policies of the Compensation
Committee applicable to the Company's executive officers and the relationship of
corporate performance to executive compensation.

The Company's compensation package for its executive officers consists
of base salary, annual performance-based bonus and participation in the
Company's Profit Sharing Plan. These particular elements are further explained
below.

Base salaries are determined primarily on the basis of salaries being
paid in the competitive marketplace, Company-wide performance and each executive
officer's responsibilities, individual performance, knowledge, ability, time in
position and prior experience. Salaries are adjusted annually as determined by
individual performance, the competitive marketplace, Company-wide performance
and changes in the cost of living. In general, base salaries are set at levels
believed by the Committee to be sufficient to attract and retain qualified
individuals when considered with the other components of the Company's
compensation structure.

Annual performance-based bonuses are determined at year end by the
Committee for the Chief Executive Officer and each executive officer, with the
amount for each depending upon individual accomplishments and the overall
performance of the Company, as weighted and applied on an individual basis by
the Compensation Committee. Performance bonuses for executive officers have
historically not exceeded 30% of base compensation.

The Company's Profit Sharing Plan is qualified under Section 401(a) of
the Internal Revenue Code and is for the benefit of all employees who complete a
specified number of hours of service to the Company each Plan year and are
employees through year-end. The Board of Directors of the Company determines the
amount to be contributed from income to the Plan for each year based upon
Company performance, historical contribution levels and other factors deemed
appropriate by the Board. Company contributions to the Plan are allocated to the
accounts of eligible employees pro rata according to each employee's annual
compensation, without any variance of such formula for executive officers.
Retirement, disability or death benefits under the Plan commence on the earlier
of retirement, disability or death of an eligible employee, based upon the
employee's Plan account balance. Upon termination of employment for reasons
other than retirement, disability or death, rights of eligible employees depend
upon their number of years of service to the Company. All executive officers of
the Company are currently participating in the Profit Sharing Plan.

- 9 -

The foregoing report has been furnished by Arthur F. Doust, W. Burton
Lloyd, Robert F. Veh, and Robert W. Woolf, as members of the Compensation
Committee of the Board of Directors during 1996.

Stock Performance Graph

Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company's Common Stock against
the cumulative total return of the S & P 500 Stock Index and the Diversified
Mfg. Group for the period commencing December 31, 1991, and ending December 31,
1996.

Dec. 91 Dec. 92 Dec. 93 Dec. 94 Dec. 95 Dec. 96
------- ------- ------- ------- ------- -------

Chemi-Trol Chemical Co. 100.00 128.06 146.33 151.30 179.66 166.48

S&P 500 COMP-LTD 100.00 107.61 118.41 120.01 164.95 202.72

Manufacturing (Div. INDLS) 100.00 108.38 131.55 136.19 191.71 264.15

<FN>

Assumes that the value of the investment in Chemi-Trol Chemical Common
Stock and each index was $100 on December 31, 1991, and that all dividends were
reinvested monthly.

SOURCE: S&P COMPUSTAT BASE YEAR = 100 12/31/91

INDEPENDENT AUDITORS

The firm of Ernst & Young, independent certified public accountants,
has audited the records of the Company since 1959. A representative of Ernst &
Young will be present at the Annual Meeting to make a statement if he so desires
and to respond to appropriate questions. The Board of Directors recommends that
the shareholders continue the services of this firm and appoint them to audit
the accounts of the Company for the year ended December 31, 1997. Shareholder
approval of the Company's independent certified public accountants is not
required by the Company's Code of Regulations or otherwise. If the shareholders
do not approve this appointment, other certified public accountants will be
considered by the Board of Directors.

- 10 -

SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING

Proposals of shareholders intended to be included in the 1998 Annual
Meeting Proxy Statement must be received by the Secretary, Chemi-Trol Chemical
Co., 2776 C.R. 69, Gibsonburg, Ohio 43431 no later than February 15, 1998.
Decisions about inclusion of such proposals in the proxy statement are subject
to the applicable rules and requirements of the Securities and Exchange
Commission.

NOMINATIONS FOR THE BOARD OF DIRECTORS MADE BY A SHAREHOLDER

A nomination must be made by written notice and received by the
Secretary not less than 50 days nor more than 75 days prior to the meeting (or
if fewer than 60 days' notice or prior public disclosure of the meeting date is
given or made to shareholders, not later than the 10th day following the day on
which the notice of the date of the meeting was mailed or such public disclosure
was made). Such notice of nomination must contain certain information about the
proposed nominee and certain information about the shareholder proposing to
nominate such person. The Company may also require any proposed nominee to
furnish other information reasonably required by the Company to determine the
proposed nominee's eligibility to serve as a director. If a person is not
nominated in accordance with the foregoing procedures, such person would not be
eligible for election as a director.

A shareholder must provide written notice of such an intention to bring
business before an annual meeting not less than 60 nor more than 90 days prior
to the first anniversary of the preceding year's annual meeting (or if the date
of the annual meeting is changed by more than 30 days from such anniversary
date, not later than the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made).
Such notice must contain a description of the business desired to be brought
before the meeting and certain information about the shareholder proposing such
business. If business is not brought by a shareholder in accordance with the
foregoing procedures, such business shall be declared not properly brought
before the meeting and shall not be discussed or presented for a vote by
shareholders.

OTHER MATTERS

The Board of Directors does not expect or intend to bring any business
before the meeting other than pertaining to the subjects referred to in this
Proxy Statement. However, in the event that other business does properly come
before the meeting, it is intended that the persons voting such proxies will
vote thereon according to their best judgment in the interest of the Company.

By Order of the Board of Directors

Kevin D. Lauck
Secretary
JUNE 15, 1997

- 11 -

14
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
The undersigned hereby appoints Arthur
[CHEMI-TROL F. Doust, Robert W. and Kevin D. Lauck, as
CHEMICAL CO. LOGO] Proxies, each with the power to appoint his
substitute, and hereby authorizes them to
PROXY represent and to vote, as designated below, all
Chemi-Trol Chemical Co. the shares of common stock of Chemi-Trol Co. held
2776 C.R. 69 of record by the undersigned on June 15, 1997,
Gibsonburg, OH 43431 at the annual meeting of shareholders to be held
on July 17, 1997 and any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR PROPOSALS 1 AND 2

1. PROPOSAL TO ELECT R. J. DUDLEY, R. H. MOYER and R. W. WOOLF as Directors for
a term of three years and A. B. EDELMAN for a term of one year, and until
their successors are elected and qualified.
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed above

-----------------------------------------------------------------------------
(Instruction: to withhold authority to vote for any individual nominee write
that nominee's name in the space provided above)

2. PROPOSAL TO APPOINT ERNST & YOUNG, L.L.P. as the independent auditors of the
company to audit the accounts of the Company for the year ended December 31,
1997. [ ] FOR [ ] AGAINST [ ] ABSTAIN

The Proxies are authorized to use their discretion in voting upon such other
business as may properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2. PROPOSALS 1 AND 2 ARE PROPOSED BY THE COMPANY.

Please sign exactly as name appears below. Then shares are held by joint
tenants, both should sign. When signing
as attorney, as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

---------------------------------------
Signature

Dated: ____________________, 1997 ---------------------------------------
Signature, if held jointly