WITCO CORP
15-12B, 1999-09-07
INDUSTRIAL ORGANIC CHEMICALS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549.

                                     FORM 15

          Certification and Notice of Termination of Registration under
       Section 12(g) of the Securities Exchange Act of 1934 or Suspension
              of Duty to File Reports Under Sections 13 and 15(d)
                     of the Securities Exchange Act of 1934.

                         COMMISSION FILE NUMBER: 1-4654


                                Witco Corporation
             -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                One American Lane
                          Greenwich, Connecticut 06831
                                 (203) 552-2000
               ---------------------------------------------------
               (Address, Including Zip Code, and Telephone Number,
                     Including Area Code, of Registrant's
                          Principal Executive Offices)

          Common Stock, par value $5.00 per share (and attached rights)
          -------------------------------------------------------------
            (Title of Each Class of Securities Covered by This Form)

                                      None
         --------------------------------------------------------------
         (Titles of all Other Classes of Securities for Which a Duty to
               File Reports Under Section 13(a) or 15(d) Remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)         [X]            Rule 12h-3(b)(1)(ii)         [ ]
Rule 12g-4(a)(1)(ii)        [ ]            Rule 12h-3(b)(2)(i)          [ ]
Rule 12g-4(a)(2)(i)         [ ]            Rule 12h-3(b)(2)(ii)         [ ]
Rule 12g-4(a)(2)(ii)        [ ]            Rule 15d-6                   [ ]
Rule 12h-3(b)(1)(i)         [X]

         Appropriate number of holders of record as of the certification or
 notice date:  0.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Witco  Corporation  has  caused  this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.

Date:  September 7, 1999        By:       /s/ Brian J. Dick
                                   ---------------------------------------------
                                   Name:  Brian J. Dick
                                   Title: Vice President, Finance and Controller




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