WITCO CORP, DEF 14A, 1998-03-20

WITCO CORP
DEF 14A, 1998-03-20
INDUSTRIAL ORGANIC CHEMICALS

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Section 240.14a-101 Schedule 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 Section 240.14a-11(c) or Section
240.14a-12

WITCO CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(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)(1)
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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[LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1998

To our Shareholders:

The Annual Meeting of Shareholders of WITCO CORPORATION, a Delaware
corporation (the 'Company'), will be held at Witco Corporation, One American
Lane, 3rd Floor, Greenwich, Connecticut, on Wednesday, April 22, 1998, at 10:30
a.m., local time, for the purpose of acting upon the following matters, as well
as such other business as may properly come before the Annual Meeting or any
adjournment thereof:

1. To elect six directors, Messrs. Bond, Burns, Cook, Sharp and
Wishnick and Ms. Goeser, each of Messrs. Bond, Burns, Cook and
Wishnick and Ms. Goeser to serve until the Annual Meeting of
Shareholders to be held in 2001 or until his or her successor is
elected and qualifies, and Mr. Sharp to serve until the Annual
Meeting of Shareholders to be held in 2000 or until his successor
is elected and qualifies; and

2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for 1998;

Only shareholders of record on the books of the Company at the close of
business on March 11, 1998 will be entitled to vote at the meeting or any
adjournment thereof.

In order that your shares of stock may be represented at the Annual
Meeting, please date and sign the enclosed proxy card and return it promptly in
the enclosed envelope. If you attend the Annual Meeting, you may vote in person
even though you have previously sent in your proxy card.

A copy of the Company's Annual Report for the year 1997 is enclosed.

By order of the Board of Directors,

Dustan E. McCoy
Senior Vice President,
General Counsel
and Corporate Secretary

Greenwich, Connecticut
March 20, 1998

YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND
PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE.

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[Logo]

WITCO CORPORATION
ONE AMERICAN LANE, GREENWICH, CT 06831-2559
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1998
------------------------

This Proxy Statement is furnished to the shareholders of Witco Corporation
(the 'Company') in connection with the solicitation on behalf of the Board of
Directors of proxies to be used at the Annual Meeting of Shareholders to be held
on April 22, 1998 and at any adjournment thereof. The Company expects that this
Proxy Statement, with the accompanying proxy and the Annual Report for 1997,
will be mailed to shareholders on or about March 20, 1998.

TO ASSURE ADEQUATE REPRESENTATION AT THE ANNUAL MEETING, SHAREHOLDERS ARE
REQUESTED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE. Only shareholders of record at the close of
business on March 11, 1998 will be entitled to vote at the meeting.

Each share of Common Stock, par value $5 per share ('Common Stock'), and
each share of $2.65 Cumulative Convertible Preferred Stock, par value $1 per
share, outstanding at the close of business on March 11, 1998 will be entitled
to one vote at the meeting and will vote together as one class for all of the
stated purposes of the meeting. As of March 11, 1998, there were outstanding and
entitled to vote at the meeting 57,559,864 shares of Common Stock and 6,140
shares of $2.65 Cumulative Preferred Stock.

The presence in person or by proxy of shareholders holding a majority of
the combined shares of Common Stock and $2.65 Cumulative Convertible Preferred
Stock will constitute a quorum for the transaction of business at the 1998
Annual Meeting. If an executed proxy card is returned and the shareholder has
voted 'abstain' on any matter (or 'withhold authority' as to the election of any
director), the shares represented by such proxy will be considered present at
the meeting for purposes of determining a quorum and for purposes of calculating
the vote, but will not be considered to have been voted in favor of such matter.
If an executed proxy is returned by a broker holding shares in street name which
indicates that the broker does not have discretionary authority as to certain
shares to vote on one or more matters, such shares will be considered present at
the meeting for purposes of determining a quorum, but will not be considered to
be represented at the meeting for purposes of calculating the vote with respect
to such matters.

The Company has been informed by the trustee under the Witco Corporation
Employee Retirement Savings Plan (the 'Savings Plan') that shares of Common
Stock held by the trustee under the Savings Plan's Company Stock Fund will be
voted by the trustee in accordance with instructions received from the
participants, and if no instructions are received, such shares will be voted in
the same proportion as shares for which instructions are received from other
participants in the Savings Plan.

The proxy will be voted in accordance with the instructions of the person
executing the same. In the absence of instructions to the contrary, proxies will
be voted FOR the election of the six nominees for director named herein; and FOR
ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for 1998.

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The Company's principal executive offices are located at One American Lane,
Greenwich, Connecticut 06831-2559.

PROPOSAL 1
ELECTION OF DIRECTORS

The number of directors comprising the Board of Directors is currently
established at fourteen directors, divided into three classes. Each class is
elected to serve a three year term, and classes are elected on a staggered
basis. The number of directors to be elected at the 1998 Annual Meeting is fixed
at six. The directors who are nominated for election by the shareholders at the
1998 Annual Meeting are Messrs. Bond, Burns, Cook, Sharp and Wishnick and Ms.
Goeser. Messrs. Burns and Wishnick were elected by the shareholders at the
Annual Meeting of Shareholders held in 1995 for a three-year term. Mr. Cook was
elected to the Board of Directors and as its Chairman in June 1996, filling a
vacancy in this class. Mr. Bond was elected to the Board of Directors on April
23, 1997, also filling a vacancy in this class. Ms. Goeser was elected to the
Board on October 21, 1997 when membership on the Board of Directors was expanded
to 13. Mr. Sharp was nominated for election to the Board on March 4, 1998 when
membership on the Board of Directors was expanded to 14. Messrs. Bond, Burns,
Cook and Wishnick and Ms. Goeser each will be elected to hold office until the
Annual Meeting of Shareholders to be held in 2001. Mr. Sharp will be elected to
hold office until the Annual Meeting of Shareholders to be held in 2000. Proxies
cannot be voted for a greater number of persons than these five nominees.

Under the Board's retirement policy adopted in 1997, non-employee directors
cannot stand for election to a three year term as a member of the Board of
Directors at any annual meeting following their 70th birthday; provided that
sitting directors who attained the age of 70 before the adoption of the
retirement policy retire at the annual meeting following their 75th birthday.
Messrs. Wishnick, Samuel and Grant will each attain age 75 prior to the 2000
annual meeting of shareholders. Pursuant to the Company's Restated Certificate
of Incorporation, vacancies on the Board of Directors shall be filled by a
majority vote of the directors then in office, and the director so chosen shall
hold office for a term expiring at the annual meeting of shareholders at which
the term of the class to which the director has been elected expires. Mr. Don L.
Blankenship and Mr. Nicholas Pappas were elected to the Board of Directors on
June 3, 1997, filling vacancies in the classes holding office until the Annual
Meeting of Shareholders to be held in 1999 and 2000, respectively.

The affirmative vote of the holders of a plurality of the shares voting at
the 1998 Annual Meeting of Shareholders having voting power present in person or
represented by proxy at the meeting is required for the election of each nominee
for director. Unless otherwise specified, the proxies received will be voted FOR
the election of the listed nominees.

The nominees for director and the continuing directors, their present
principal occupation or employment as of December 31, 1997, and other positions
held during the past five years are set forth below.

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<TABLE>
<S> <C>
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NOMINEE FOR ELECTION AS DIRECTOR TO SERVE UNTIL THE 2000 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Sharp, 55, is Executive Vice President and Chief of Global Operations
ROGER L. SHARP of the Company. Prior to joining the Company in September 1996, he was Vice
Nominee for Director President of Global Nylon Operations of DuPont Corporation.
- -----------------------------------------------------------------------------------------------------------------

NOMINEES FOR ELECTION AS DIRECTORS TO SERVE UNTIL THE 2001 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Bond, 50, is President and Chief Executive Officer of PictureTel
BRUCE R. BOND Corporation. Before joining PictureTel in March 1998, he was President and
Director since 1997 Chief Executive Officer of ANS Communications, a data-networking unit of
America Online Company. Prior to that, he was a Managing Director of
British Telecom. Mr. Bond is a member of the Company's Finance and
Governance Committees.
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Burns, 65, was Chief Executive Officer of Galen Associates, a health
WILLIAM G. BURNS care venture firm, and a General Partner of Galen Partners L.P. from March
Director since 1986 1990 to December 1990. Prior to his retirement in May 1989, he was Vice
Chairman of NYNEX Corporation. He is a Director of New York Life Insurance
Company and J. P. Morgan Funds. Mr. Burns is Chairman of the Company's
Audit Committee and a member of the Governance Committee.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Cook, 53, was elected Chairman of the Board, President and Chief
E. GARY COOK Executive Officer of the Company in June 1996. He was President and Chief
Director since 1996 Operating Officer of Albemarle Corporation until he assumed his current
position with the Company. Prior to that he was Senior Vice
President -- Chemicals of Ethyl Corporation. Mr. Cook is a member of the
Company's Environment, Safety and Health Committee.
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Ms. Goeser, 44, is General Manager, Refrigeration Product Team, of
LOUISE GOESER Whirlpool Corporation's North American Region. Prior to joining Whirlpool
Director since 1997 in 1994, she held a variety of management positions at Westinghouse. Ms.
Goeser is a member of the Company's Audit and Pension Committees.
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Wishnick, 73, is a business consultant. He was elected Chairman of the
WILLIAM WISHNICK Board of the Company in 1964 and assumed the additional responsibility of
Director since 1949 Chief Executive Officer in 1971. He held these positions until October
1990. Mr. Wishnick is a member of the Company's Finance and Pension
Committees.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------

CONTINUING DIRECTORS SERVING UNTIL THE 1999 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Blankenship, 48, is Chairman of the Board, President and Chief
DONALD L. BLANKENSHIP Executive Officer of A. T. Massey Coal Company, Inc., a subsidiary of Fluor
Director since 1997 Corporation. He is a Director of Fluor Corporation. Mr. Blankenship is a
member of the Company's Audit and Environment, Safety and Health
Committees.
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Hohn, 66, was Chairman of the Board and Chief Executive Officer of New
HARRY G. HOHN York Life Insurance Company from 1990 to 1997. He is a Director of New York
Director since 1989 Life Insurance Company and The Mainstay Funds. Mr. Hohn is Chairman of the
Company's Governance Committee and a member of the Organization and
Compensation Committee.
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Samuel, 72, is a business consultant. Prior to his retirement, Mr.
DAN J. SAMUEL Samuel was for many years a senior executive of the Royal Dutch/Shell Group
Director Since 1985 of Companies. He is a director of Management Specialties, Inc. and Canadian
Overseas Packaging Industries. Mr. Samuel is a member of the Company's
Audit and Governance Committees.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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<TABLE>
<S> <C>
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[PHOTO] Mr. Wesson, 55, is President of Galen Associates, a health care venture
BRUCE F. WESSON firm, and a General Partner of Galen Partners L.P. Prior to January 1991,
Director since 1980 he was Senior Vice President and Managing Director of Smith Barney, Harris
Upham & Co. Incorporated, New York, N.Y., an investment banking firm. Mr.
Wesson is Chairman of the Company's Finance Committee and a member of the
Pension Committee.
- -----------------------------------------------------------------------------------------------------------------

CONTINUING DIRECTORS SERVING UNTIL THE 2000 ANNUAL MEETING:
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Brinberg, 64, is Senior Vice President of BRT Realty Trust, a real
SIMEON BRINBERG estate investment trust. Mr. Brinberg is Chairman of the Company's Pension
Director since 1987 Committee and is a member of the Company's Environment, Safety and Health
Committee.
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Grant, 73, is Chairman of Galen Associates, a health care venture firm
WILLIAM R. GRANT and a General Partner of Galen Partners L.P. He is a Director of SmithKline
Director since 1970 Beecham p.l.c., Minimed Inc., Allergan, Inc., Ocular Sciences Corp. and
Seagull Energy Corp. Mr. Grant is Chairman of the Company's Organization
and Compensation Committee.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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<TABLE>
<S> <C>
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[PHOTO] Mr. Hayden, 52, is a Managing Director of Goldman, Sachs & Co., New York,
RICHARD M. HAYDEN N.Y., an investment banking firm. Mr. Hayden is a member of the Company's
Director since 1992 Finance and Organization and Compensation Committees.
- -----------------------------------------------------------------------------------------------------------------

[PHOTO] Mr. Pappas, 67, is President, Chief Executive Officer and a Director of
NICHOLAS PAPPAS BioTraces, Inc. and Chairman of the Board of ChemFab Corporation. He is
Director since 1997 also a Director of Nova Corporation and Yenkin Majestic Paint Corporation,
as well as a retired Executive Vice President of E.I. dupont de Nemours and
Company and a past member of the Executive Committee of DuPont Corporation.
Mr. Pappas is Chairman of the Company's Environment, Safety and Health
Committee and is a member of the Company's Organization and Compensation
Committee.
</TABLE>

BOARD OF DIRECTORS -- MEETINGS HELD AND COMMITTEES

The Board of Directors held seven meetings during 1997. Each director
attended 75% or more of the total meetings of the Board of Directors and
Committees of which he was a member, except for Mr. Bond who attended 50% of the
total meetings of the Board of Directors and Committees of which he is a member.

The Board of Directors has the following standing committees:

Audit Committee. The functions of the Audit Committee include (a) making
recommendations to the full Board of Directors as to the engagement of the
Company's independent auditors, (b) reviewing with the independent auditors the
plan and results of the audit engagement, (c) reviewing the scope and results of
the Company's internal audit procedures, (d) reviewing the independence of the
independent auditors, (e) reviewing the adequacy of the Company's system of
internal accounting controls, (f) reviewing or participating in reviews of
matters relating to audit, accounting and financial statements, (g) reviewing
proposed audit fees and other fees of the independent auditors, and (h)
reviewing non-audit services performed by the independent auditors. The Audit
Committee held four meetings during 1997.

Governance Committee. The Governance Committee was formed in October 1997.
The functions of the Governance Committee include (a) reviewing the skills of
the Board of Directors to determine whether the appropriate skills are present,
(b) screening and interviewing new director candidates, (c) fashioning new
director orientation, (d) recommending committee assignments to the Board of

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Directors, (e) assessing the performance of the Board of Directors, (f)
evaluating the performance of individual members of the Board of Directors, (g)
reviewing directors' compensation and (h) maintaining and monitoring company
stock ownership requirements for non-employee directors. The Governance
Committee had two meetings during 1997.

Organization and Compensation Committee. The functions of the Organization
and Compensation Committee include (a) recommending approval to the full Board
of Directors of the remuneration arrangements for officers, (b) recommending the
adoption of compensation and benefit plans applicable to employee directors and
officers, (c) exercising plenary authority in its discretion to determine the
purchase price of the Common Stock issuable upon the exercise of each option, to
determine the employees to whom, and the time or times at which options shall be
granted and the number of shares to be issuable upon the exercise of each
option, to interpret the option plans, to prescribe, amend and rescind rules and
provisions relating to option plans, to determine the terms and provisions of
the respective option agreements and to make all other determinations deemed
necessary or advisable for the administration of the option plans, (d) reviewing
the performance of the Chief Executive Officer and approving his overall
compensation, subject to approval of the Board of Directors, (e) reviewing with
the Chief Executive Officer the management and corporate organization
structures, management organization succession plans, performance of officers
and overall compensation policy of the Company, (f) reviewing management's
compliance with existing company stock ownership requirements and (g) reviewing
and approving for submission to the Board of Directors the election of officers.
The Organization and Compensation Committee held seven meetings during 1997.

Pension Committee. The functions of the Pension Committee include the (a)
selection and dismissal of the actuary for the Company's defined benefit plans,
(b) adoption of a funding policy and determination of plan contributions for
such plans, (c) review and modification of actuarial assumptions, (d) selection
of trustees, investment managers and other entities involved in the management
of plan assets, and (e) selection of funds for the Savings Plan and the OSi
Specialties, Inc. 401(k) Savings & Investment Plan (the '401(k) plans'). The
Committee is also authorized to (a) adopt amendments to the 401(k) plans, (b)
periodically review and adopt changes to the Company's stated long-term rate of
return on pension assets and the actuarial assumptions and discount rates used
for accounting and financial reporting purposes to ensure that it is supported
by the expected rate of return, (c) review the performance of investment funds
offered under the 401(k) plans, and (d) recommend to the Board of Directors
adoption of retirement or savings plan benefits. The Pension Committee held four
meetings during 1997.

COMPENSATION OF DIRECTORS

Non-employee directors are paid an annual retainer of $25,000, an
attendance fee of $1,000 per Board meeting, and reimbursement of travel
expenses. Non-employee members of the Board of Directors who are chairpersons of
a committee receive an attendance fee of $1,000 per meeting of the committee,
and other non-employee members of committees receive $750 per meeting of the
committee. Non-employee members of committees also receive an annual retainer of
$2,500 for each committee on which they serve. Any director entitled to receive
annual retainers and attendance fees has the option to elect to defer payment of
all or any part of such compensation pursuant to the Amended and Restated Witco
Corporation Deferred Directors' Fees Plan (the 'Deferred Fees Plan') until their
retirement or such other time as they have elected pursuant to that plan.
Amounts deferred can either earn interest at an annual rate set forth in such
plan or be converted to phantom shares of Common Stock which earn additional
phantom shares on each day the Company pays a dividend. The

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Company provides non-employee directors with coverage under the Company's basic
life and accidental death and dismemberment policy with a death benefit of
$50,000.

The Company has retained Mr. Wishnick as an independent consultant at an
annual retainer of $110,000. The consultancy agreement is automatically extended
for additional terms of one (1) year each unless either party gives ninety (90)
days written notice of its intention not to continue such agreement. In
addition, the Company makes office space and a part-time secretary available for
use by Mr. Wishnick.

DIRECTORS' STOCK OWNERSHIP REQUIREMENTS

On March 4, 1997, the Board of Directors adopted stock ownership guidelines
for directors of the Company which require that each director own Common Stock
having a value equal to three times total annual compensation received as a
director of the Company. Each director has five years to achieve the required
level of ownership. For purposes of these stock ownership guidelines, each
director acquiring phantom shares of Common Stock through participation in the
Deferred Fees Plan is credited with ownership of a corresponding number of
shares of Common Stock of the Company.

CERTAIN BUSINESS RELATIONSHIPS

Mr. Hayden is a Managing Director of Goldman, Sachs & Co. This firm
provided certain investment banking services to the Company during the year
ended December 31, 1997 and is expected to provide similar services to the
Company during 1998.

Mr. Blankenship is a Director of Fluor Corporation. The Company has entered
into an agreement with Fluor Daniel, Inc., a wholly-owned subsidiary of Fluor
Corporation, whereby Fluor Daniel, Inc. has provided certain engineering,
procurement, construction and project management services to the Company during
the year ended December 31, 1997 and is expected to provide similar services to
the Company during 1998.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

From January 1, 1997 to October 21, 1997, the Organization and Compensation
Committee (the 'Committee') was composed of Messrs. Burns, Grant (Chairman),
Hohn and Samuel. From October 22, 1997 to the present, the Committee is composed
of Messrs. Grant (Chairman), Hayden, Hohn and Pappas. All members of the
Committee participated in decisions related to compensation of the Company's
executive officers.

No executive officer of the Company served as a director or member of a
compensation committee of another entity, one of whose executive officers served
as a director or on the Committee of the Company.

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OWNERSHIP OF SECURITIES BY DIRECTORS AND OFFICERS

As of March 9, 1998, the directors of the Company and each executive
officer named in the Summary Compensation Table, individually, and all directors
and executive officers of the Company as a group beneficially owned equity
securities of the Company as follows:

<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL OWNERSHIP
-----------------------------------------------------------
TITLE
OF DIRECT & INDIRECT EXERCISABLE PERCENT OF
NAME OF BENEFICIAL OWNER CLASS OWNERSHIP(A)(B) OPTIONS CLASS(I)
- -------------------------------------------------- ------- ----------------- ----------- -------------
<S> <C> <C> <C> <C>
Bruce R. Bond..................................... Common -0- -0- less than 1%
Don L. Blankenship................................ Common -0- -0- less than 1%
Simeon Brinberg................................... Common 3,200 -0- less than 1%
William G. Burns.................................. Common 2,001 -0- less than 1%
E. Gary Cook...................................... Common 103,779(c) 400,000 less than 1%
Camillo J. DiFrancesco............................ Common 13,425(d) 1,900 less than 1%
Louise Goeser..................................... Common -0- -0- less than 1%
William R. Grant.................................. Common 3,375 -0- less than 1%
Richard M. Hayden................................. Common 3,001 -0- less than 1%
Harry G. Hohn..................................... Common 501 -0- less than 1%
Dustan E. McCoy................................... Common 11,701(e) 52,020 less than 1%
Nicholas Pappas................................... Common 1,000 -0- less than 1%
Dan J. Samuel..................................... Common 2,501 -0- less than 1%
Roger L. Sharp.................................... Common 15,408(f) 25,000(h) less than 1%
Frederick A. Shinners............................. Common 8,676 14,100 less than 1%
Bruce F. Wesson................................... Common 1,500 -0- less than 1%
William Wishnick.................................. Common 247,171(g) -0- less than 1%
All directors and executive officers as a group (a
total of 29 individuals including those named
above).......................................... Common 560,665 651,168 2.1%
</TABLE>

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

The information provided in the chart above as to each director and named
executive officer, individually, and all directors and executive officers as a
group is based on information received from such individuals. However, the
listing of such shares shall not be construed as an admission of beneficial
ownership by such person. Except as otherwise indicated, the named beneficial
owner has sole voting and investment power.

(a) In addition to these beneficial ownership amounts, the directors listed
below follow the common stock valuation method for valuing their deferred
directors' compensation (see 'Compensation of Directors') and, as of
December 31, 1997, such amounts constitute the economic equivalent of the
following numbers of shares of Common Stock (See 'Directors' Stock
Ownership Requirements'):

<TABLE>
<CAPTION>
ECONOMIC EQUIVALENT
NUMBER OF SHARES
-------------------
<S> <C>
Don L. Blankenship 62
Simeon Brinberg 3,199
William G. Burns 587
Louise Goeser 212
William R. Grant 7,836
Richard M. Hayden 7,023
Harry G. Hohn 7,227
Nicholas Pappas 449
Dan J. Samuel 640
Bruce F. Wesson 4,929
</TABLE>

(footnotes continued on next page)

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(footnotes continued from previous page)

(b) Includes shares held under the Savings Plan to which participants have
voting and investment power with respect to such shares.

(c) Includes 51,029 shares of restricted stock granted pursuant to the
employment agreement, dated June 12, 1996, between Mr. Cook and the
Company. See 'Employment Agreements and Other Arrangements.'

(d) Includes 4,475 shares of restricted stock granted to Mr. DiFrancesco
pursuant to the Enhanced Stock Acquisition Program. See 'Transactions with
Management -- Enhanced Stock Acquisition Program.'

(e) Includes 3,900 shares of restricted stock granted to Mr. McCoy pursuant to
the Enhanced Stock Acquisition Program. See 'Transactions with
Management -- Enhanced Stock Acquisition Program.'

(f) Includes 6,666 shares of restricted stock granted to Mr. Sharp pursuant to
an agreement providing for certain employment incentives and 1,770 shares
of restricted stock granted to Mr. Sharp pursuant to the Enhanced Stock
Acquisition Program. See 'Transactions with Management -- Enhanced Stock
Acquisition Program.'

(g) Includes the following shares of Common Stock as to which Mr. Wishnick
disclaims beneficial ownership: 33,964 owned by his daughter and 113,388
owned by his wife.

(h) Includes 25,000 options exercisable within 60 days granted under the 1995
Stock Option Plan, as amended (the '1995 Stock Option Plan') to such
person. The options are exercisable at $36.6250. The closing price for
Common Stock on the New York Stock Exchange on March 9, 1998 was $39.625
per share.

(i) The number of shares of Common Stock outstanding on March 9, 1998 was
57,558,164.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act') requires the Company's directors and officers, and persons who
own more than 10% of the Company's equity securities to file reports of
ownership and changes in ownership of any class of the Company's registered
equity securities with the Securities and Exchange Commission and the New York
Stock Exchange. The Company believes that during 1997 all Section 16(a) filing
requirements applicable to its directors and officers were complied with.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Set forth below is a table, as of December 31, 1997, indicating those
persons whom the management of the Company believes to be beneficial owners of
more than 5% of the Common Stock.

<PAGE>

<PAGE>
The following information is based on reports filed with the Company and the
Securities and Exchange Commission as of December 31, 1997 in accordance with
Section 13(g) of the Exchange Act.

<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER TITLE OF CLASS OWNED OF CLASS
- ---------------------------------------------------------- --------------- ------------ --------
<S> <C> <C> <C>
Fidelity Management & Research Company ................... Common 7,468,500(1) 13%
82 Devonshire Street
Boston, MA 02109
Scudder Kemper Investments, Inc. ......................... Common 5,702,950(2) 9.9%
345 Park Avenue
New York, NY 10154
Barrow, Hanley, Mewhinney & Strauss, Inc. ................ Common 5,431,800(3) 9.5%
One McKinney Plaza
Boston, MA 02109
Vanguard/Windsor Funds, Inc. ............................. Common 5,431,800(4) 9.45%
One Vanguard Boulevard
Malvern, PA 19355
Putnam Investments, Inc. ................................. Common 5,401,461(5) 9%
One Post Office Square
Boston, MA 02109
T. Rowe Price Associates, Inc. ........................... Common 3,630,330(6) 6.3%
100 E. Pratt Street
Baltimore, MD 21202
</TABLE>

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

(1) Fidelity Management & Research Company has advised that with respect to such
shares they have (i) sole voting power for 647,400 shares and (ii) sole
dispositive power for 7,468,500 shares.

(2) Scudder Kemper Investments, Inc. has advised that with respect to such
shares they have (i) sole voting power of 1,152,750 shares; (ii) shared
voting power of 4,265,800 shares and (iii) sole dispositive power for
5,702,950 shares.

(3) Barrow, Hanley, Mewhinney & Strauss has advised that with respect to such
shares they have (i) shared voting power for 5,431,800 shares and (ii) sole
dispositive power for 5,431,800 shares.

(4) Vanguard/Windsor Funds, Inc. has advised that with respect to such shares
they have (i) sole voting power for 5,431,800 shares; (ii) shared
dispositive power for 5,431,800 shares.

(5) Putnam Investments, Inc. has advised that with respect to such shares they
have (i) shared voting power for 89,150 shares and (ii) shared dispositive
power for 5,401,461 shares.

(6) T. Rowe Price Associates, Inc. has advised that with respect to such shares
they have (i) sole voting power for 576,100 shares and (ii) sole dispositive
power for 3,630,300 shares.

<PAGE>

<PAGE>
EXECUTIVE COMPENSATION

Cash Compensation

The following table shows cash compensation paid, and certain other
compensation paid or accrued, by the Company during the years ended December 31,
1997, 1996 and 1995 to each of the Company's five most highly compensated
executive officers, including the current Chief Executive Officer. Messrs. Cook,
Sharp, McCoy, DiFrancesco and Shinners were executive officers of the Company as
of December 31, 1997.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------- ------------------------------------------
NAME AND SALARY OTHER ANNUAL RESTRICTED SECURITIES UNDERLYING
PRINCIPAL POSITION(A) YEAR ($) BONUS ($)(B) COMPENSATION ($)(C) STOCK AWARDS ($)(D) OPTIONS/SAR'S (#)(E)
- -------------------------------- --------- ------------ -------------------- ------------------- ---------------------

<S> <C> <C> <C> <C> <C> <C>
E. Gary Cook 1997 $ 750,000 $1,029,375 $526,838 $ 1,040,459 170,000
Chairman, President and 1996 441,070 1,000,000 36,485 1,588,210 800,000
Chief Executive 1995 -- -- -- -- --
Officer(g)

Roger L. Sharp 1997 $ 395,517 $ 544,425 $ 16,090 $ 272,056 110,000
Executive Vice President 1996 102,596 129,000 662 -- 50,000
and Chief of Global 1995 -- -- -- -- --
Operations(h)

Dustan E. McCoy 1997 $ 264,425 $ 236,558 $ 16,190 $ 179,400 22,500
Senior Vice President, 1996 218,121 -- 11,683 -- 14,000
General Counsel and 1995 202,000 67,400 12,898 -- 20,500
Corporate Secretary

Camillo J. DiFrancesco 1997 $ 270,400 $ 222,674 $ 14,973 -- 19,100
Senior Vice President and 1996 231,665 -- 14,615 $ 205,850 9,500
Chief Financial 1995 220,000 40,000 42,433 -- --
Officer

Frederick A. Shinners 1997 $ 260,000 $ 174,460 $253,063 -- 17,300
Group Vice President, 1996 236,100 -- 7,912 -- 17,500
Managing Director -- 1995 227,000 -- 29,943 26,500
Europe

<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION(A) COMPENSATION ($)(F)
- ---------------------------- -------------------
<S> <<C>
E. Gary Cook $ 4,800
Chairman, President and 4,500
Chief Executive --
Officer(g)
Roger L. Sharp $ 4,800
Executive Vice President 1,650
and Chief of Global --
Operations(h)
Dustan E. McCoy $ 4,800
Senior Vice President, 4,500
General Counsel and 4,500
Corporate Secretary
Camillo J. DiFrancesco $ 5,092
Senior Vice President and 6,281
Chief Financial --
Officer
Frederick A. Shinners -$-
Group Vice President, --
Managing Director -- --
Europe
</TABLE>

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

(a) Principal positions listed are as of March 1, 1998.

(b) Mr. Cook's 1996 bonus is a $1,000,000 signing bonus paid in two equal
installments in 1996 and 1997. All other amounts were received under the
Officers' Annual Incentive Plan in effect for the years ended December 31,
1995, 1996 and 1997 (the 'OAIP'). All bonus amounts were paid in cash for
each year.

(c) Other Annual Compensation includes: (i) amounts for financial planning and
other professional services ('FPS'); (ii) amounts for auto allowance
('AA'); (iii) Mortgage Interest Differential ('MID') for employees who
relocated at the Company's request; (iv) personal use of the Company
aircraft ('AU'); (v) amounts for personal liability insurance policies
('PLI'); (vi) relocation expenses ('RE') for employees who relocated at the
Company's request; (vii) prepayments by the Company of indebtedness ('PPI')
under the Executive Loan Program (see 'Transactions with
Management -- Executive Loan Program') and (viii) any applicable tax
reimbursement associated with those items described in subclauses (i)
through (vii). The MID represents compensation to certain employees for the
difference in mortgage interest between their old and new mortgage

(footnotes continued on next page)

<PAGE>

<PAGE>
(footnotes continued from previous page)
during the first five years after relocation starting at 100% in the first
year and decreasing by 20% in each of the succeeding years. The table below
sets forth the components of Other Annual Compensation described in (i)
through (viii) above, for the year ended December 31, 1997, for the above
named executive officers:

<TABLE>
<CAPTION>
FPS AA MID AU PLI RE PPI
------ ------- -------- ------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
E. Gary Cook................... $ -- $11,250 $135,225 $44,964 $2,066 $ 92,994 $333,333
Roger L. Sharp................. $ -- $ 9,250 $ -- $ 4,662 $2,178 $ -- $ --
Dustan E. McCoy................ $ -- $ 8,750 $ 5,210 $ -- $2,230 $ -- $ --
Camillo J. DiFrancesco......... $4,565 $ 8,470 $ -- $ -- $1,938 $ -- $ --
Frederick A. Shinners.......... $ -- $ 896 $ -- $ -- $1,908 $102,853 $ 15,860
</TABLE>

The 1997 amounts shown above in the Other Annual Compensation column for
Mr. Shinners also include $131,546 received in connection with a foreign
service assignment.

(d) Dollar amount shown equals number of shares of restricted stock granted
multiplied by stock price on grant dates. This valuation does not take into
account the diminution in value attributable to the restrictions applicable
to the shares. The value of the shares of restricted stock held on December
31, 1997, based on a closing price of the Common Stock on December 31, 1997
of $40.8125, was $2,082,621 for Mr. Cook. 20,000 shares of restricted stock
issued to Mr. Cook on June 12, 1996 are subject to performance-based
conditions and 9,592 shares of restricted stock issued to Mr. Cook on
September 19, 1996 vest as to one-half of such shares on each of March 19
and September 19, 1998; 17,001 shares of restricted stock issued to Mr.
Cook on April 24, 1997 vest as to one third of such shares on each of April
24 and October 24, 1998 and April 24, 1999; and 4,434 shares of restricted
stock issued to Mr. Cook on June 10, 1997 vest as to one third of such
shares on each of June 10 and December 10, 1998 and June 10, 1999. The
value of the shares of restricted stock held by Mr. Sharp on December 31,
1997 was $272,056. 6,666 shares of restricted stock issued to Mr. Sharp on
September 10, 1996 are subject to performance-based conditions. The value
of the shares of restricted stock held by Mr. DiFrancesco on December 31,
1997 was $182,636. 2,448 shares of restricted stock issued to Mr.
DiFrancesco vest on December 19, 1999 and 2,027 shares vest on May 28,
2000. The value of the shares of restricted stock held by Mr. McCoy on
December 31, 1997 was $159,169. 2,500 shares of restricted stock held by
Mr. McCoy vest on December 16, 1999, 200 shares vest on March 4, 2000 and
1,200 shares vest on March 12, 2000. Dividends are paid on all shares of
restricted stock at the same rate as on unrestricted shares. See
'Employment Agreements and Other Arrangements' and 'Transactions with
Management -- Enhanced Stock Acquisition Program.'

(e) The stock options granted during 1997, 1996 and 1995 were granted pursuant
to the 1997 Stock Incentive Plan and the 1995 Stock Option Plan which do
not provide for tandem or stand alone stock appreciation rights.

(f) Includes the Company's matching contribution under the Savings Plan in the
amount of $4,800 for each of Messrs. Cook, Sharp and McCoy. With regard to
Mr. DiFrancesco, the amount includes the Company's matching contribution of
$5,092 under the OSi Specialties, Inc. 401(k) Savings and Investment Plan.

(footnotes continued on next page)

<PAGE>

<PAGE>
(footnotes continued from previous page)

(g) The 1996 salary shown represents Mr. Cook's earned base salary from the
inception of his employment, June 12, 1996 through December 31, 1996. See
'Employment Agreements and Other Arrangements.'

(h) The 1996 salary shown represents Mr. Sharp's earned base salary from the
inception of his employment, September 10, 1996, through December 31, 1996.
See 'Employment Agreements and Other Arrangements.'

Stock Option Grants

The following table provides certain information concerning grants of
options during the year ended December 31, 1997 to the executive officers named
in the Summary Compensation Table. In addition, hypothetical gains or spreads,
calculated based on assumed rates of annually compounded stock price
appreciation of 5% and 10% over the term of the option, have been included in
the table.

OPTIONS GRANTED DURING THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(A)(B)
--------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE OR APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ----------------------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE)(C) DATE 5% 10%
- ----------------------- ----------- -------------- ------------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
E. Gary Cook........... 170,000 13.8% 37.00 6/03/07 $ 3,955,747 $10,024,645
Roger L. Sharp......... 60,000 4.9% 37.00 6/03/07 $ 1,396,146 $3,538,110
50,000 4.1% 36.63 4/23/07 $ 1,150,512 $2,918,859
Dustan E. McCoy........ 22,500 1.8% 37.00 6/03/07 $ 523,555 $1,326,791
Camillo DiFrancesco.... 19,100 1.6% 37.00 6/03/07 $ 444,440 $1,126,298
Frederick A.
Shinners............. 17,300 1.4% 37.00 6/03/07 $ 402,555 $1,020,155
</TABLE>

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

(a) Each option to purchase shares of Common Stock was granted on June 3, 1997.
In addition, Mr. Sharp received a grant on April 23, 1997 in recognition of
his promotion to Executive Vice President. Fifty percent of the shares
subject to the option grants become exercisable one year from the date of
grant and 50% become exercisable two years from the date of grant, provided
the optionee continues to be employed by the Company or any of its
subsidiaries.

Only those options exercisable as of the date of the optionee's termination
may be exercised during the 90 day period following such termination date;
however, upon termination by (i) early or normal retirement, (ii) death or
(iii) disability, any option not then exercisable shall become immediately
exercisable and shall be exercisable during the three year period following
such termination; provided that in no event shall options be exercisable
after the expiration of 10 years from the date of grant. The actual value
an optionee receives is dependent on future stock market conditions and
there can be no assurance that the amounts reflected in the right hand
columns of the table will actually be realized. No gain to the optionee is
possible without an appreciation in stock value which will benefit all
shareholders commensurately.

(b) The options were granted pursuant to either the 1997 Stock Incentive Plan
or the 1995 Stock Option Plan which does not provide for tandem or stand
alone stock appreciation rights.

(footnotes continued on next page)

<PAGE>

<PAGE>
(footnotes continued from previous page)

(c) Payment for shares of Common Stock upon exercise of a stock option may be
made in cash or in such other form of consideration, as deemed appropriate
by the Committee (including cashless exercise procedures, shares of Common
Stock or a combination of cash and shares of Common Stock).

Stock Option Exercises

The following table provides information regarding stock option exercises
by the named executive officers during the year ended December 31, 1997,
including the aggregate value realized on the date of exercise. In addition,
unexercised stock options (both exercisable and unexercisable) as of December
31, 1997, as well as the value of in-the-money unexercised options (i.e.,
options which had a positive spread between the exercise price and the fair
market value of Common Stock as of December 31, 1997) have been included in the
table. The closing price of the Common Stock on the New York Stock Exchange on
December 31, 1997 was $40.8125.

AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1997
AND YEAR-END OPTION VALUES
YEAR-END VALUE -- $40.8125

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN THE
SHARE UNDERLYING UNEXERCISED MONEY OPTIONS AT YEAR-END
ACQUIRED ON VALUE OPTION AT YEAR-END (#) ($)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
E. Gary Cook....................... -0- -0- 400,000 570,000 $ 3,175,000 $ 3,823,125
Roger L. Sharp..................... -0- -0- 25,000 135,000 $ 245,313 $ 683,438
Dustan E. McCoy.................... -0- -0- 52,020 87,480 $ 555,771 $ 725,310
Camillo J. DiFrancesco............. -0- -0- 1,900 26,700 $ 14,369 $ 130,294
Frederick A. Shinners.............. -0- -0- 14,100 47,200 $ 162,281 $ 375,550
</TABLE>

Long Term Incentive Plan Awards

The following table provides certain information concerning the grant of
target awards under the Witco Corporation Long Term Incentive Plan (the 'LTIP')
to the named executive officers during the year ended December 31, 1997. The
Board of Directors and the shareholders of the Company adopted the LTIP in 1996
in order to provide the Company a means to award participants in Common Stock
for their achievement of one or more objective performance targets over a three
year performance period. For the 1996-1998 LTIP performance period, the
performance target involves achieving a certain return on equity for the
performance period. For the 1997-1999 LTIP performance period, the performance
target involves achieving a certain operating cash flow for the performance
period. All of the LTIP awards granted in the year ended December 31, 1997 were
made for the 1997-1999 LTIP performance period.

<PAGE>

<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS IN YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
NUMBER OF
SHARES PERFORMANCE OR
UNITS, OR OTHER PERIOD ESTIMATED FUTURE PAYOUTS UNDER
OTHER UNTIL NON-STOCK PRICE BASED PLANS(B)
RIGHTS MATURATION OR ------------------------------------------
NAME (#) PAYOUT(A) THRESHOLD (#) TARGET (#) MAXIMUM (#)
- ------------------------------------------------------ --------- -------------- ------------- ---------- -----------

<S> <C> <C> <C> <C> <C>
E. Gary Cook.......................................... 17,500 3 years 8,750 17,500 35,000
Roger L. Sharp........................................ 10,000 3 years 5,000 10,000 20,000
Dustan E. McCoy....................................... 3,500 3 years 1,750 3,500 7,000
Camillo J. DiFrancesco................................ 3,000 3 years 1,500 3,000 6,000
Frederick A. Shinners................................. 2,200 3 years 1,100 2,200 4,400
</TABLE>

(a) The three year performance period until payout or maturation commenced on
January 1, 1997.

(b) Actual awards of stock, if any, under the LTIP for the performance period
running from 1997-1999 will be based on a targeted operating cash flow, as
defined in the LTIP. Actual awards, which will be made one-third in shares
of Common Stock and two-thirds in shares of restricted stock, will be made
when average operating cash flow results for the 1997-1999 performance
cycle are calculated and certified by the Organization and Compensation
Committee as having met the performance goals.

Certain Benefit Plans

Defined Benefit Pension Plan

The Company currently has a qualified, non-contributory defined benefit
plan, the Witco Corporation Retirement Plan (the 'Retirement Plan'), which
covers executive officers and non-bargaining employees. Because the pension plan
was sufficiently funded, no contributions were made thereto in 1997. The
remuneration covered by the Retirement Plan represents the base salary plus
commissions.

Under the pension plan, a normal retirement benefit is based on (a) 1.5% of
the individual's final average earnings (average earnings for the 60 months
preceding retirement) multiplied by years of credited service, reduced by (b)
1.5% of the individual's Social Security benefit at retirement multiplied by
years of credited service (to a maximum of 50% of the Social Security benefit).
Pension benefits will not be less than the amount accrued as of December 31,
1993 under the pre-amended plan.

To the extent that benefits under the qualified plan exceed limits
established by the Internal Revenue Code of 1986, as amended (the 'Code'), they
are payable under the Excess Benefit and Compensation Cap Plan of Witco
Corporation (the 'Excess Plan') which provides for the payment of benefits in
excess of certain limitations imposed by the provisions of the Employee
Retirement Income Security Act of 1974, as amended ('ERISA'), or limitations on
compensation or benefits that may be imposed by the Code.

The following table illustrates the estimated annual benefits payable to an
employee, including those named in the Summary Compensation Table on page 13,
under the qualified and excess plans. These estimates assume continued
employment until the normal date of retirement at age 65, and are based on a
straight-life annuity form of retirement income. Amounts shown in the table will
be reduced by the Social Security offset.

<PAGE>

<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL --------------------------------------------------------------------------------------
AVERAGE PAY 10 15 20 25 30 35 40
- ----------- -------- -------- -------- -------- -------- -------- --------

As of December 31, 1997, Messrs. Cook, Sharp, McCoy and Shinners, had
completed one, one, four and three years of credited service, respectively.

During 1997, Mr. DiFrancesco participated in the Retirement Program for
Employees of OSi Specialties, Inc. and its Participating Subsidiary Companies
(the 'OSi Plan'). As of December 31, 1997, Mr. DiFrancesco had completed 4 years
of service under the OSi Plan. The table set forth above illustrates the
estimated annual benefits payable to Mr. DiFrancesco under the OSi Plan.
However, for purposes of the OSi Plan, 'final average pay' is defined as average
compensation for the 36 months preceding retirement.

Deferred Compensation Plan

The Board of Directors amended and Restated the Witco Corporation 1994
Deferred Compensation Plan on December 4, 1997 and renamed such plan the Witco
Corporation Deferred Compensation Plan (the 'Deferred Plan'). The Deferred Plan
is intended to provide certain employees with the opportunity to defer some or
all of the bonus otherwise payable to them by the Company. An employee who was a
participant in certain bonus plans was eligible to participate in the Deferred
Plan in 1997. Amounts deferred for 1997 can either earn interest, compounded
monthly, at an annual rate equal to the yield quotation as of the end of the
calendar quarter for the U.S. Treasury 5-year note or be converted into phantom
shares of Common Stock which will earn additional phantom shares on each day the
Company pays a dividend. Deferred account balances are payable in cash and are
distributed at the election of the participant in a lump sum or in installment
payments on January 1 of each year for a period of years (not to exceed ten (10)
years) specified by the participant or at retirement or termination. In the
event of a change in control, as defined in the Deferred Plan, deferred account
balances are paid in cash and are distributed not later than 30 days after the
date of the change in control.

<PAGE>

<PAGE>
Supplemental Executive Retirement Plan

The Company has a Supplemental Executive Retirement Plan (the 'SERP').
Participants in the SERP are or have been corporate officers selected by the
Board of Directors. The SERP supplements coverage under the Company's pension
plan and provides a participant, who retires at or after age 65 (or at or after
age 62 if approved by the Board of Directors), with 50% of his average base
salary plus average bonus (base salary is averaged over three years preceding
retirement and bonus is the average of the three highest bonuses awarded in the
60 months preceding retirement) less amounts paid under the Retirement Plan (or
other qualified defined benefit plan), the Excess Plan and 50% of the Social
Security benefit. If a participant retires and his retirement year bonus is
higher than the bonus used in the calculation, the SERP benefit is adjusted to
reflect the higher bonus.

Estimated annual target retirement benefits under all retirement plans,
including the SERP, payable as a 50% joint and survivor annuity or 15 year
certain annuity (if unmarried) at age 65 are as follows, assuming future base
salaries remain at current levels and bonuses paid equal 60% of base salary for
Messrs. Cook and Sharp and 40% of base salary for Messrs. McCoy, DiFrancesco and
Shinners: Mr. Cook $924,147, Mr. Sharp $377,111, Mr. McCoy $322,955, Mr.
DiFrancesco $348,366 and Mr. Shinners $259,176.

In the event of death prior to the date benefits are to commence, the
Company will pay a benefit to the executive's beneficiary.

In the event of a change in control, as defined in the SERP, each
participant will be fully vested in a monthly supplemental retirement benefit
commencing at age 60 equal to one-twelfth of the annual benefit which is equal
to 50% of the sum of the participant's base salary, bonus and LTIP amount,
reduced by amounts paid under the Retirement Plan (or other qualified defined
benefit plan), the Excess Plan and 50% of the Social Security benefit. For this
purpose, base salary is defined as the annual rate of salary in effect on the
date employment terminates (or if higher the rate in effect on the date of
change in control). Bonus is defined as the highest bonus awarded under the OAIP
(or other annual bonus plan) during the 60 complete months preceding the date
employment terminates. If a participant did not receive a bonus for the year
preceding the termination date, the target bonus for such year is used (or, if
higher, the target bonus in the year preceding the change in control). The LTIP
amount means the aggregate value of the award made under the LTIP for the
preceding three year bonus period, divided by three.

In the event of the actual or constructive termination of employment of a
participant within three years after a change in control or prior to a change in
control at the request of any person who effects a change in control, the
participant will be entitled to one lump sum in an amount equal to three times
the participant's base salary, bonus and LTIP amount, as such terms are defined
above. In addition, the participant receives (i) outplacement services, (ii) if
applicable, continuation of certain payments under any relocation policy, (iii)
the company car the participant is using as of the termination date, grossed up
for any income taxes payable in respect of the transfer of such car, and (iv)
any amounts accrued under other programs, including a pro-rated bonus under the
OAIP (or other applicable annual bonus plan) in respect of the year in which
employment terminates.

The SERP further provides for the gross-up of payments that are subject to
an excise tax imposed by Code Section 4999 as a result of a change in control
and the payment of legal fees in connection with any action to enforce payment
under the SERP following a change in control.

In exchange for the protections afforded to a participant upon termination
of employment following a change in control, each participant is bound for a
period of two years following such

<PAGE>

<PAGE>
termination not to (i) render services of any nature for compensation to any
person nor acquire any significant financial interest in any business in which
the Company has been substantially engaged on or prior to the date employment
terminates, or (ii) solicit any employee of the Company to terminate his or her
employment. In addition, each participant is bound not to disclose, divulge or
make accessible to any third party any information of a secret or confidential
nature known to the participant in the course of his or her employment with the
Company until such information has come into the public domain or has otherwise
ceased to be secret or confidential.

EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS

Mr. Cook and the Company are parties to an employment agreement, dated June
12, 1996. The agreement is for an initial term of three years from that date,
and thereafter continues for annual periods unless either party provides six
months written notice that the agreement shall not continue. In addition to the
right to participate in the future in compensation, benefit and welfare plans
available to other executive officers of the Company, the agreement provides for
the following: (a) annual base salary of $750,000 (subject to adjustment by the
Board of Directors from time to time); (b) options to purchase 800,000 shares of
Common Stock; (c) an award of 30,000 restricted shares of Common Stock, of which
one third are vested and additional thirds will vest at such time as the fair
market value of the Common Stock is $53.125 per share and $66.00 per share for
five consecutive trading days; (d) a signing bonus of $1,000,000, of which one
half was paid upon execution of the agreement and one half was paid in the first
quarter of 1997; and (e) restricted shares of Common Stock having a value equal
to the difference, if any, between the value of shares of Mr. Cook's former
employer on the date Mr. Cook exercises options to purchase such shares, and
$23.00. To date, Mr. Cook has been granted 47,766 restricted shares of Common
Stock pursuant to item (e) above.

The agreement also provides, notwithstanding certain provisions contained
in the SERP, Mr. Cook will be entitled to 40% of the normal supplemental
retirement benefit upon retirement as an active officer of the Company within
three years of his commencement of employment, 60% if such retirement occurs on
or after three years of employment but before completion of five years and 100%
if such retirement occurs on or after five years of employment.

The agreement provides that if the employment arrangement is terminated
during its term by the Company other than by reason of death, disability or for
cause, or if Mr. Cook terminates the agreement for good reason, the Company
shall pay to Mr. Cook the aggregate of the following amounts within 30 days
after termination of employment: the sum of (i) base salary through the date of
termination, (ii) a prorated portion of the bonus targeted for the fiscal year,
(iii) any deferred compensation, and (iv) the amount equal to the product of
three times annual compensation based on his five year average total
compensation amounts.

The terms of Mr. Sharp's employment are set forth in a letter agreement
dated April 23, 1997. In addition to the right to participate in the future
compensation, benefit and welfare plans available to other executive officers of
the Company, the agreement provides for the following: (a) annual base salary of
$425,000; (b) options to purchase 50,000 shares of Common Stock, fifty percent
of which vest on each of April 23, 1998 and April 23, 1999; and (c) an award of
10,000 restricted shares of Common Stock, of which one third are vested and
additional thirds will vest at such time as the fair market value of the Common
Stock is $50 per share and $60 per share for five consecutive trading days.

The agreement also provides, notwithstanding certain provisions contained
in the SERP, Mr. Sharp will be entitled to 40% of the normal supplemental
retirement benefit upon retirement as an active officer of the Company within
three years of his commencement of employment, 60% if such retirement

<PAGE>

<PAGE>
occurs on or after three years of employment but before completion of five years
and 100% if such retirement occurs on or after five years of employment.

The agreement provides that Mr. Sharp's employment with Witco is
involuntarily terminated other than for cause (as defined in the SERP) at any
time other than following a change in control (as defined in the SERP), he will
be entitled to a severance payment equal to: (i) two (2) times his base salary
at the time of termination, and (ii) if during the 25th through 30th month
following such termination his total income from all employment or independent
contractor relationships during such six (6) month period is less than one half
of his annual salary at the time of termination, the difference between one half
of his annual salary at the time of termination and such total income during
such six (6) month period.

TRANSACTIONS WITH MANAGEMENT

In 1996, the Company adopted Stock Ownership Guidelines for the Company's
executive officers which must be achieved within five (5) years. These
guidelines establish minimum levels of stock ownership as follows: the Chief
Executive Officer -- stock having a value equal to three times salary; senior
officers -- stock having a value equal to two times salary; and, all other
officers -- stock having a value equal to one times salary. Any officer who
fails to reach these ownership guidelines will be required to apply twenty
percent (before taxes) of the gross amount of any cash bonus payable to such
officer to the purchase of shares of Common Stock until compliance with these
guidelines is attained. In order to assist and encourage executive officers to
reach these ownership guidelines as soon as possible, the Executive Loan Program
and Enhanced Stock Acquisition Program, both described below, were established.

Executive Loan Program

A loan facility (the 'Facility') has been established with Fleet National
Bank ('Fleet') under which Fleet will make unsecured loans to executive officers
of the Company and under the Facility the Company will guarantee repayment of
the loans. Participating officers agree with the Company that loan proceeds will
be used to purchase Common Stock and that they will indemnify the Company
against any liability the Company may incur under its guarantee. Loan amounts
are limited to the multiple of executive officer salary which equals the stock
ownership multiple. Each loan has a five (5) year term. As additional
compensation, the Company has established a program under which executive loans
are prepaid, but no more than one-third of the loan amount will be prepaid by
the Company in any one year. The amount and the timing of the pre-payments are
based on performance based criteria which have been established by the
Organization and Compensation Committee. All amounts borrowed pursuant to the
Facility and not prepaid by the Company must be repaid by the executive officer.
On December 30, 1996, Mr. Cook entered into such a loan agreement with Fleet for
an amount of $1,000,000, for the purpose of purchasing shares of Common Stock.
On January 28, 1997, Mr. Shinners entered into such a loan agreement with Fleet
for an amount of $260,000, for the purpose of purchasing shares of Common Stock.
To date, the Company has prepaid $220,166 and $10,507 on behalf of Messrs. Cook
and Shinners, respectively, under the program.

Enhanced Stock Acquisition Program

To the extent any executive officer purchases Common Stock with funds from
any source other than the Facility, the Company will grant the executive officer
one share of restricted stock for each two

<PAGE>

<PAGE>
shares so purchased. The restrictions on these restricted shares lapse three
years from the date of the purchase giving rise to the grant. To date, the
Company has purchased in the open market all shares of Common Stock required to
be issued as restricted shares under this program, but reserves the right to
issue restricted shares under the 1997 Stock Incentive Plan. To date, the
Company has granted 4,475, 3,900 and 1,770 restricted shares of Common Stock to
Messrs. DiFrancesco, McCoy and Sharp, respectively, under this program.

INDEBTEDNESS OF MANAGEMENT

In connection with the relocation of Roger Sharp, the Company's Executive
Vice President and Chief of Global Operations, to the Company's headquarters
area, the Company has loaned Mr. Sharp $535,509 with recourse, which loan is
evidenced by a non-interest bearing note and secured by a first mortgage on his
residence.

In connection with the relocation of Georg Urban, the Company's Group Vice
President -- Oleochemicals & Derivatives, to the Company's headquarters area,
the Company has loaned Mr. Urban $200,000 with recourse, which loan is evidenced
by a non-interest bearing note and secured by a second mortgage on his
residence.

REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE

THE COMMITTEE'S ROLE

The Organization and Compensation Committee (the 'Committee') is comprised
entirely of non-employee members of the Company's Board of Directors (the
'Board'). The Committee reviews and recommends to the Board for approval the
Company's executive compensation policies and programs, and amendments to such
policies and programs. The Committee reviews and recommends to the Board for
approval all compensation payments to the Chief Executive Officer and the
Company's other corporate officers (all of whom are hereinafter referred to as
the 'executive officers'), and the aggregate incentive compensation payments of
all employees of the Company. The Committee also reviews the Company's
organizational structure and the functions of the Company's executive officers,
and recommends to the Board for approval persons to become executive officers.

To carry out its responsibilities, the Committee met seven times during
1997.

OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

The Committee's leading objective in the establishment of compensation
opportunities for the Company's executive officers is to drive thinking and
behavior at the officer level which maximizes the Company's long-term
shareholder value. In pursuing this objective, the Committee believes the
Company's executive compensation programs must:

Encourage, by rewarding, decision making which enhances shareholder
value;

Promote the achievement of common goals for all employees by aligning
the incentive pay opportunities of the Company executive officers
with those of each employee of the Company;

Pay for performance, motivating both long-term and short-term
performance for the benefit of the Company's shareholders;

Provide a total compensation program competitive with those of
companies with which the Company competes for top management talent
on a global basis;

<PAGE>

<PAGE>
Place greater emphasis on variable incentive compensation versus
fixed or base pay, particularly for the Company's executive officers
and to a lesser extent all of the Company's employees; and

Require significant Common Stock ownership by the Company's executive
officers in order to align their interests with those of the
Company's shareholders.

Overall, the Company's executive compensation program is designed to be
weighted with performance-oriented compensation, with a large portion of
executive compensation 'at risk.' The portion of the total compensation
represented by annual and long-term incentives that relate directly to
performance, with targets achieved under the Company's plans, constitutes
approximately 65% of the total compensation of the Company's executive officers
for 1997, and approximately 80% of the total compensation of the Chief Executive
Officer.

The Committee attempts to set total compensation opportunity levels which
are competitive with a comparison group of chemical and petroleum product
companies and other major publicly-traded companies of similar size and
complexity (the 'Comparison Group'). The companies in the Comparison Group
include, but are broader than, the companies represented in the Comparison of
Five-Year Cumulative Total Return graph included in this Proxy Statement, as the
Committee believes that it competes for talent in a relevant market which is
broader than those companies against which it directly competes.

For 1997 the Committee targeted base salary, averaged across the executive
officers as a group, to the median compensation levels of the Comparison Group.
Total compensation, including base salary, cash incentive compensation, stock
option grants and grants under the Company's Long Term Incentive Plan were
targeted to the top quartile of compensation levels of the Comparison Group when
the Company is operating at high performance levels set by the Committee. In
performing its role, the Committee reviews information from various sources,
including proxy statement surveys, industry surveys, and external compensation
consultants.

POSITION ON DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Code establishes a limit on the deductibility of
annual compensation for certain executive officers which exceeds $1,000,000
unless the Company complies with certain conditions in the design and
administration of its compensation programs. The Committee takes into account
Section 162(m) of the Code while reviewing and establishing its policies with
respect to the qualifying compensation paid to its executive officers. The
design and administration of the Company's Officers' Annual Incentive Plan
('OAIP'), the 1992 Stock Option Plan, the 1995 Stock Option Plan and the 1997
Stock Incentive Plan (collectively, the 'Stock Plans'), and Long Term Incentive
Plan ('LTIP') permit the Company to deduct all compensation paid pursuant to
those plans. However, the Committee reserves the right, under appropriate
circumstances or where merited by individual performance, to authorize
compensation payments which may not be fully tax deductible by the Company.

OVERVIEW OF EXECUTIVE COMPENSATION AND 1997 COMMITTEE ACTIONS

In furtherance of the Committee's objectives, the Company's existing
executive compensation program has five principal components: (1) base salary,
(2) annual cash incentives under the OAIP, (3) stock options under the Stock
Plans, (4) awards of stock under the LTIP, and (5) awards under the Shareholder
Value Incentive Plan ('SVIP').

<PAGE>

<PAGE>
THE BASE SALARY PROGRAM

The base salary program is intended to provide base salary levels that are
externally competitive and internally equitable, and to reflect each
individual's sustained performance and cumulative contribution to the Company.
The current salary of each executive officer is compared to salary surveys for
similar positions having approximately the same scope of responsibility. Proxy
statement data is used for comparison of the five most highly-compensated
executives. Each executive officer's individual performance is reviewed to
arrive at merit increase determinations. These merit increases are then reviewed
within the context of the total merit increase budget to determine
reasonableness. This analysis is necessarily a subjective process which utilizes
no specific weighting or formula with respect to the described factors in
determining the base salaries of executive officers. In 1997, the Committee's
goal was to bring the average of executive officer salaries, as a group, to the
median base salaries for comparable positions in the Comparison Group.

THE OFFICERS' ANNUAL INCENTIVE PROGRAM

The OAIP provides for annual incentive compensation based on various
performance measures for executive officer positions. Incentives are paid under
the OAIP only if corporate performance exceeds a predetermined performance
target reflecting minimally acceptable performance.

In 1997 the Committee established as OAIP targets the attainment of a
certain earnings per share ('EPS') and operating cash flow of a certain amount
('Cash Flow'), which performance measurements were weighted 75% and 25%,
respectively. The percentage of the target bonus attributable to EPS ranged from
50% of the target bonus (for attainment of 80% of the target), to 250% of the
target bonus (for attainment of 140% of the target). The percentage of target
bonus attributable to Cash Flow ranged from 50% of the target bonus (for
attainment of 87% of the target), to 250% of the target bonus (for attainment of
126% of the target). The target bonus for the Messrs. Cook and Sharp was 60% of
base salary, and for the remaining executive officers the target bonus was 40%
of base salary.

The Committee retains the right to make additional incentive awards to the
executive officers, or to reduce payments under the OAIP, to reflect personal
performance factors and contributions. No additional award may exceed 50% of the
OAIP amount, and no OAIP amount will be reduced by more than 50%.

STOCK PLANS

The Stock Plans are designed to reward employees directly for appreciation
in the long-term price of the Company's stock. The Stock Plans directly link the
compensation of executive officers to gains by the shareholders and encourage
executive officers to adopt a strong ownership orientation in their work. The
Stock Plans also place what can be a significant element of compensation at risk
because the options have no value unless there is appreciation over time in the
value of Company stock.

The Stock Plans enable the Committee to grant both incentive stock options
(as defined under Section 422 of the Code) and non-qualified stock options.

With the understanding that the value (if any) of stock options is based on
future performance, the Committee has based annual stock option grants at the
75th percentile of expected value for long-term incentive grants among
Comparison Group companies. The Committee uses the Black-Scholes method of
valuing stock option grants. The Committee periodically reviews the practices,
grant levels, and grant values of the Comparison Group to ensure the plan
continues to meet the Company's objectives. Although options are intended to
reward future performance more than past or current performance,

<PAGE>

<PAGE>
the Committee reserves the right to adjust annual grants in light of unusually
poor or exceptionally strong corporate or individual performance.

LONG TERM INCENTIVE PLAN

The LTIP is a long-term incentive plan tied to the Company's performance.
The LTIP is designed to motivate the Company's most senior executives, as their
efforts most affect Company performance, and to link their compensation to the
Company's long-term financial objectives. The LTIP compensates senior executives
who participate in the plan for performance over three (3) year performance
periods. Within 90 days after the commencement of each three (3) year
performance period, the Committee determines which executive officers will
participate in the LTIP for the performance period, and for each participant:
(i) the applicable performance measure for the performance period (the
performance measures available for selection by the Committee are defined in the
LTIP); (ii) the performance target for each performance measure; (iii) the
number of shares of Common Stock to be awarded if the performance target is
achieved during the performance period (the 'Target Award'); and (iv) the range
of percentage of the Target Award to be awarded upon the attainment of various
percentages of the performance target.

Awards under the LTIP are made in Common Stock. Shares awarded under the
LTIP will consist of one-third unrestricted shares and two-thirds restricted
shares. If the performance period ends at the close of the Company's fiscal
year, the restrictions on one-half of the restricted shares will lapse on the
January 1 immediately following the date the shares are awarded, and the
restrictions on the remainder will lapse on the following January 1. The
Committee has the discretion to reduce any participant's award.

For the 1996-1998 LTIP performance period, the Committee established a
performance target of achieving a certain return on equity for the performance
period. For the 1997-1999 performance period, the Committee established a
performance target of achieving a certain cash flow for the performance period.

SHAREHOLDER VALUE INCENTIVE PLAN

The SVIP was approved at the April 23, 1997 Annual Meeting of the Company's
shareholders. The SVIP is designed to promote the interests of the Company and
its shareholders by providing selected officers and employees of the Company and
its subsidiaries with a strong incentive to increase dramatically the
shareholder value of the Company by increasing the share price of the Company's
Common Stock to at least $75 5/8 for a period of ten consecutive trading days
and/or by increasing earnings per share to at least $4.50 per share (each event
a 'Target' and, collectively, 'Targets'). Participants in the SVIP are granted
shares of the Company's Series B Preferred Stock ('Preferred Stock'). Each share
of Preferred Stock automatically converts into 10 shares of Common Stock if
either Target is met by March 4, 2002.

Grants to the Company's executive officers in 1997 constitute one time
grants which will not be repeated in succeeding years, although in the future
persons not currently employed by the Company who become executive officers may
receive new grants under the SVIP and employees who are promoted to executive
officer positions may receive new or additional grants under the SVIP. No grant
of Preferred Stock under the SVIP was made to the Chief Executive Officer in
view of the other compensation incentives to increase shareholder value
applicable to him under his employment contract and the Company's other
incentive plans. In determining the size of each executive officer grant

<PAGE>

<PAGE>
pursuant to the plan the Committee considered each officer's present position
and likely future contribution to the Company. If the Target is realized by
virtue of achieving a stock price of $75 5/8 for ten consecutive trading days,
the amounts payable to the executive officers would represent approximately 3%
of the amount that would be realized by the Company's shareholders in the
aggregate.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Chief Executive Officer did not receive an increase in base salary in
1997 as he and the Company had entered into an employment agreement in June 1996
which set an initial base salary which in 1997 was within 5% of the median of
the Comparison Group. Mr. Cook's employment agreement provided for Mr. Cook to
receive a signing bonus, the final installment of which was paid in 1997. The
signing bonus was in recognition of the difficulty of services to be performed
and the desire of the Committee to obtain Mr. Cook's services on a competitive
basis in view of his industry experience and success. In 1997 Mr. Cook received
restricted common stock of the Company pursuant to his employment agreement with
the Company to cover the long term loss of stock options granted by his former
employer. These restricted stock grants were tied to the need to recognize Mr.
Cook's past compensation history as a part of the competitive factors to be
addressed in order to retain his services.

The incentive payment to Mr. Cook pursuant to the OAIP followed the policy
and calculation described above for that plan. The Committee increased Mr.
Cook's total incentive payment by an amount equal to 50% of the OAIP amount in
recognition of his substantial contribution to the Company's excellent results
in 1997. In determining Mr. Cook's total incentive compensation for 1997, the
Committee considered (i) the improvement to the Company's safety record in 1997
versus previous years, (ii) the 1997 reorganization of the Company's businesses,
(iii) the Company's earnings per share from continuing operations and cash flow
improvement in 1997 versus 1996, (iv) the Company's achievements in 1997 versus
those of peer companies in the chemical industry, as listed in the Performance
Graph section of this proxy statement, in net income growth, earnings per share,
return on equity, stock price appreciation, and total shareholder return, (v)
the accomplishments of the Company in achieving the first year's goals in a
three year restructuring plan, (vi) his leadership in attracting four new
members to the Board of Directors of the Company and (vii) his leadership in the
development and adoption of the Company's Corporate Governance Guidelines. A
portion of Mr. Cook's compensation in 1997 will not be deductible under Section
162(m) of the Code. See 'Position on Deductibility of Compensation.'

The determination of the Chief Executive's annual grants of stock options
and awards under the LTIP followed the policies set forth above. The Committee
sets Mr. Cook's total compensation in a manner to establish a strong connection
between his compensation and the success of the Company. Approximately 80% of
Mr. Cook's total compensation from salary, annual incentive compensation
payments, stock options, and grants under the LTIP is stock based and tied to
the success of the Company.

The Chief Executive Officer annual goals and objectives are established by
the Committee and his performance against the goals and objectives is evaluated
annually by the entire Board of Directors in executive session. The results of
the evaluation process are communicated to the Chief Executive Officer by the
Chairman of the Committee and the chairman of the Governance Committee of the
Board.

<PAGE>

<PAGE>
GENERAL

The Committee endeavors to develop a compensation mix for the Company's
executive officers which provides the proper incentives to build shareholder
wealth from sales, earnings, returns and cash. To develop the appropriate mix,
the Committee considers the following factors: (i) base salary, (ii) OAIP
payments based upon achievement of earnings per share and cash flow targets,
(iii) LTIP awards for successive three year cycles based upon return on equity,
cash flow, sales and operating margin targets (with sales and operating margin
targets established in the 1998-2000 three year cycle), (iv) the realized value
of stock option grants which is dependent upon developing shareholder return so
that the price of the Company's stock increases, thereby aligning the interests
of the executive officers with those of other shareholders, and (v) if the SVIP
Targets of either a stock price of $75 5/8 or earnings per share of $4.50 are
met, the Company's shareholders will have realized substantial increases in
shareholder value.

SUBMITTED BY THE ORGANIZATION AND COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS:

<TABLE>
<S> <C>
William R. Grant, Chairman Harry G. Hohn
Richard M. Hayden Nicholas Pappas
</TABLE>

<PAGE>

<PAGE>
PERFORMANCE GRAPH

The following chart compares the cumulative total shareholder return on
Common Stock during the five fiscal years ended December 31, 1997 with the
cumulative total return on the S&P 500 Stock Index and the S&P Chemicals and
Specialty Chemicals Indices, as well as a custom composite index comprised of
eleven companies with which the Company competes directly. The Eleven Stock
Custom Composite Index consists of Air Products & Chemicals Inc., Albemarle
Corp. (since March 31, 1994), Cabot Corp., Cytec Industries Inc. (since December
31, 1993), Eastman Chemical Co. (since December 31, 1993), Great Lakes Chemical
Corp., Hercules Inc., International Flavors & Fragrances Inc., Lubrizol Corp.,
Morton International Inc. and Rohm & Haas Co. These entities have achieved
performance for their shareholders at levels better than others in the specialty
chemical industry and the Company believes measurement against the performance
of these entities more accurately compares the Company's achievement against its
objective than do industry indices. The year-end investment values are shown
beneath the graph.

WITCO CORPORATION
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN:
S&P 500, S&P CHEMICALS, S&P SPECIALTY CHEMICALS,
CUSTOM COMPOSITE INDEX (11 STOCKS)
VALUE OF $100 INVESTED ON DECEMBER 31, 1992
AND REINVESTMENT OF ALL DIVIDENDS

[GRAPHIC]

SOURCE: GEORGESON & COMPANY INC.

<TABLE>
<CAPTION>
DEC 92 DEC 93 DEC 94 DEC 95 DEC 96 DEC 97
<S> <C> <C> <C> <C> <C> <C>
WITCO $100 $132 $105 $130 $140 $193
S&P 500'r' $100 $110 $112 $153 $189 $252
S&P'r' CHEMICALS INDEX $100 $112 $129 $169 $223 $275
S&P'r' CHEMICALS $100 $114 $100 $131 $134 $166
(SPECIALTY) INDEX
CUSTOM COMPOSITE $100 $122 $124 $154 $160 $187
INDEX (11 STOCKS)
</TABLE>

<PAGE>

<PAGE>
The Stock Price Performance Graph above and the foregoing Organization and
Compensation Committee Report shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent Witco Corporation specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.

PROPOSAL 2
PROPOSED RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed Ernst & Young LLP as the independent
auditors to examine the accounts of the Company for the 1998 fiscal year. Ernst
& Young LLP has been serving the Company in this capacity for many years. In the
event that ratification of this selection of auditors is not approved by the
affirmative vote of a majority of the shares having voting power present in
person or represented by proxy at the meeting, the selection of independent
auditors will be reconsidered by the Board of Directors.

A member of Ernst & Young LLP is expected to be in attendance at the Annual
Meeting with the opportunity to make a statement and respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.

ADDITIONAL INFORMATION

The entire cost of this solicitation will be borne by the Company,
including reimbursement of banks, brokerage firms, custodians, nominees and
fiduciaries for their reasonable expenses in sending proxy materials to the
beneficial owners of stock. Proxies may be solicited personally, by mail, by
telephone, by facsimile or by telegraph, by the directors, officers or other
employees of the Company, without remuneration other than regular compensation.
In addition, the Company has retained Georgeson & Company Inc. to assist in the
solicitation of proxies at a fee estimated to be $8,500, excluding out-of-pocket
expenses.

At the date of this Proxy Statement, management does not know of any matter
to be brought before the meeting for action other than the matters described in
the Notice of Annual Meeting and matters incident thereto. If any other matters
should properly come before the meeting, the holders of the proxies will vote
and act with respect to such matters in accordance with their best judgment.
Discretionary authority to do so is conferred by the enclosed proxy.

The proxy is revocable by a shareholder at any time before the exercise
thereof, and the giving of such proxy will not affect the shareholder's right to
vote in person if it is later found to be convenient to attend the meeting.

Shareholder Proposals: If any shareholder intends to present a proposal to
the Company for inclusion in its proxy statement relating to the annual meeting
of shareholders to be held in April 1999, or wishes to recommend nominees to the
Board of Directors, such proposal, in writing and addressed to the Secretary,
must be received by the Company no later than November 27, 1998. A shareholder
may bring other business before an annual meeting by giving written notice of
such proposed business, either by personal delivery or by United States mail,
either certified or registered, return receipt requested, to the Secretary of
the Company at least ninety days prior to the anniversary date of the last
annual

<PAGE>

<PAGE>
meeting held or not later than ten days after notice of public disclosure of the
date of the annual meeting is given or made to shareholders, whichever date is
earlier. Such notice shall set forth as to each item of business the shareholder
proposes to bring before the annual meeting (i) a brief description of such item
of business and the reasons for conducting it at the meeting and, in the event
that such item of business includes a proposal to amend either the certificate
of incorporation of the Company or the by-laws, the language of the proposed
amendment, (ii) the name and address of the shareholder proposing such item of
business, (iii) a representation that the shareholder is a holder of record of
stock of the Company entitled to vote at such meeting having a market value of
at least one thousand dollars and intends to appear in person or by proxy at the
meeting to propose such item of business, and (iv) any material interest of the
shareholder in such item of business. Only business which has been properly
brought before an annual meeting of shareholders in accordance with the by-laws
shall be conducted at such meeting, and the Chairman of such meeting may refuse
to permit any business to be brought before such meeting which has not been
properly brought before it in accordance with the by-laws.

Please fill in, sign and date the enclosed form of proxy and return it in
the accompanying self-addressed envelope which requires no further postage if
mailed in the United States. If you attend the Annual Meeting of Shareholders
and wish to vote your shares in person, you may do so. Your cooperation in
giving this matter your prompt attention will be appreciated.

By order of the Board of Directors,

Dustan E. McCoy
Senior Vice President,
General Counsel
and Corporate Secretary

March 20, 1998

<PAGE>

<PAGE>
APPENDIX 1
PROXY CARD
PROXY

WITCO CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING TO BE HELD APRIL 22, 1998

The undersigned hereby appoints E. Gary Cook, Camillo J. DiFrancesco and
Dustan E. McCoy or any one of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent and to
vote all the shares of WITCO CORPORATION held of record by the undersigned
on March 11, 1998, with all powers the undersigned would possess if present
upon the following matters and upon any other business that may properly come
before the ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, APRIL 22,
1998 at 10:30 A.M., at Witco Corporation, One American Lane, Third
Floor, Greenwich, Connecticut, and at any adjournments thereof.

This proxy when properly executed will be voted as specified herein. If no
specification is made, it is the intention of the proxies to vote FOR
proposals 1 and 2.

Please indicate your vote for the election of Directors on the reverse. The
nominees are:

Bruce R. Bond, William G. Burns, E. Gary Cook, Louise Goeser, Roger L. Sharp
and William Wishnick

Please sign the reverse side of this proxy and return it promptly whether or
not you expect to attend the meeting. You may nevertheless vote in person if
you do attend.

SEE REVERSE SIDE

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FOLD AND DETACH HERE

WITCO

WITCO CORPORATION
One American Lane
Greenwich, CT 06831-2559

E. GARY COOK
Chairman of the Board, President
and Chief Executive Officer

March 20, 1998

To the Shareholders of Witco Corporation:

The 1998 Annual Meeting of Shareholders of Witco Corporation will take place on
Wednesday, April 22, 1998, beginning at 10:30 a.m. Eastern Daylight Savings Time
in the offices of Witco Corporation, One American Lane, Greenwich, Connecticut
on the 3rd floor. See the reverse side of this letter for a map to Witco's World
Headquarters in Greenwich, Connecticut. The matters to be taken up at the
meeting are described in the enclosed proxy statement.

Your vote and participation in the Annual Meeting of Shareholders is important.
Whether you plan to attend the meeting or not, please review carefully the
enclosed proxy statement, complete the form of proxy on the reverse side, and
return the form promptly in the envelope provided.

If you do plan to attend the meeting, we look forward to seeing you at the
meeting.

Sincerely,

E. GARY COOK
- --------------------------
E. Gary Cook

- -------------------------
Chairman

<PAGE>

Please mark your
[X] votes as in this 0581
example.

This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR the election
of directors and FOR proposal 2.

The Board of Directors recommends a vote FOR proposals 1 and 2.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of Directors. [ ] [ ] 2. To ratify the [ ] [ ] [ ]
(see reverse appointment of
Ernst & Young LLP
For, except vote withheld from the ominee(s): as the Company's
independent auditors
for 1998.
- ------------------------
</TABLE>

SIGNATURE(S)---------------------------DATE--------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE

[LOGO]

DIRECTIONS TO WITCO

I-684 to Exit 2
"Westchester Airport"
East to traffic light
Left onto Rte. 120 North
9/10ths of a mile to traffic light and Witco sign
Right at light onto American Lane

MAJOR THOROUGHFARES

I-287
I-87
Major Deegan Expressway (becomes I-87)
Hutchinson River Parkway
Merritt Parkway
Tappan Zee Bridge

FOR ADDITIONAL INSTRUCTIONS

Call - (203) 552-2000