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RULE 424(B)(3)
FILE NO. 33-44881
(S-3 SUPPLEMENT)
SUPPLEMENT
JUNE 1, 1995
TO PROSPECTUS FOR OFFERS AND SALES OF COMMON STOCK OF
CHURCH & DWIGHT CO., INC. BY CERTAIN SELLING STOCKHOLDERS
This Supplement dated June 1, 1995 to the Prospectus dated
December 31, 1991 (the "Prospectus") relating to offers and sales of (i) Option
Shares acquired under the Stock Option Plan for Directors (the "Option Plan")
and (ii) Restricted Shares acquired under the Restricted Stock Plan for
Directors (the "Restricted Stock Plan") of Church & Dwight Co., Inc. (the
"Company") by certain Selling Stockholders contains current information that
may change from time to time. The Supplement will be updated annually, or as
otherwise required, and will be delivered to each Selling Stockholder. Each
current Supplement should be kept with the Prospectus. Selling Stockholders
receiving the Prospectus will not be sent additional copies of the Prospectus
unless the Prospectus is amended or unless a Selling Stockholder requests an
additional copy by writing to the Secretary, Church & Dwight Co., Inc., 469
North Harrison Street, Princeton, New Jersey 08540. Capitalized defined terms
used in this Supplement have the meanings set forth in the Prospectus unless
separately defined herein. As of April 30, 1995, the Company had 19,544,095
shares of Common Stock outstanding.
The table set forth below shows (i) the names of each of the
Selling Stockholders, (ii) the number of shares of Common Stock beneficially
owned by the Selling Stockholders as of April 30, 1995, (iii) the number of
Restricted Shares which have been acquired by the Selling Stockholders pursuant
to the Restricted Stock Plan and may be offered hereby ("Restricted Shares"),
(iv) the number of shares of Option Shares which have been or may be acquired
by the Selling Stockholders pursuant to options granted and currently
outstanding under the Option Plan and offered hereby and (v) the amount of
Common Stock to be beneficially owned by the Selling Stockholders after
completion of this offering (assuming all shares offered hereby are sold in
accordance herewith). Information as to security holdings by the Selling
Stockholders is based on information provided by the Selling Stockholders.
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<TABLE>
<CAPTION>
OPTION
SHARES
SHARES RESTRICTED WHICH MAY SHARES
BENEFICIALLY SHARES BE ACQUIRED BENEFICIALLY
OWNED PRIOR OFFERED AND OFFERED OWNED AFTER
NAME TO OFFERING HEREBY HEREBY(1) OFFERING
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<S> <C> <C> <C> <C>
Cyril C. Baldwin, Jr. 10,340(1) 1,840 6,000 4,500
William R. Becklean 8,608(1) 1,840 6,000 2,768
Robert H. Beeby 6,000(1) -- 5,000 3,000
Rosina B. Dixon, M.D. 28,559(1)(2) 1,890 6,000 22,669(2)
J. Richard Leaman, Jr. 7,840(1) 1,840 6,000 2,000
John D. Leggett, III 7,840(1) 1,840 6,000 2,000
Robert A. McCabe 15,640(1) 1,640 6,000 10,000
Dean Phypers 11,240(1) 1,840 6,000 5,400
Jarvis J. Slade 12,792(1) 2,042 6,000 6,750
John O. Whitney 3,000(1) -- 5,000 3,000
</TABLE>
(1) Includes Option Shares subject to options granted to Selling
Stockholders pursuant to the Option Plan that are either presently exercisable
or exercisable within sixty days from April 30, 1995. Does not include Option
Shares subject to options granted to Selling Stockholders pursuant to the
Option Plan that are not presently exercisable or exercisable within sixty days
from April 30, 1995. All such Option Shares are set forth under the heading
"Option Shares Which May be Acquired and Offered Hereby".
(2) Includes 4,500 shares held by a trust of which Dr. Dixon serves as a
trustee and 2,069 shares beneficially owned by Dr. Dixon for the benefit of her
minor children.
Each of the Selling Stockholders (other than Mr. Whitney, who became a
director of the Company in October 1992) has been a director of the Company for
more than three years. Mr. John D. Leggett, III is the son of Mr. John D.
Leggett, Jr., a beneficial owner of more than 5% of Common Stock.
Each of the Selling Stockholders owns less than 1% of the outstanding
shares of Common Stock.
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