Independent Auditors' Report and Consent


The Board of Directors and Stockholders
CK Witco Corporation:


Under date of January 31, 2000, except for the private placement
information described in the note captioned "Credit Facilities"
as to which the date is March 7, 2000, we reported on the
consolidated balance sheets of CK Witco Corporation and
subsidiaries (the Company) as of December 31, 1999 and December
26, 1998, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the
years in the three-year period ended December 31,1999, which are
incorporated by reference in this Form 10 K.  In connection with
our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial
statement schedule included in this Form 10 K.  This financial
statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this
financial statement schedule based on our audit.

In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

We consent to the incorporation by reference in the registration
statements (Nos. 33-21246, 33-42280, 33-67600, 333-62429 and 333-
87035) on Form S-8 of CK Witco Corporation of our report, dated
January 31, 2000, except for the private placement information
described in the note captioned "Credit Facilities" as to which
the date is March 7, 2000, relating to the consolidated balance
sheets of CK Witco Corporation and subsidiaries as of December
31, 1999 and December 26, 1998, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash
flows for each of the years in the three-year period ended
December 31, 1999, which report is incorporated by reference in
the December 31, 1999 Annual Report on Form 10-K of CK Witco
Corporation.


Stamford, Connecticut
March 29, 2000