FORM 5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
/ / Check this OMB APPROVAL
box if no longer OMB Number 3235-0362
subject to Section Expires: April 30,
16. Form 4 or 1997
Form 5 obligations Estimated average
may continue. burden hours per
See Instruction response.1.0
1(b)
Filed pursuant to Section16(a) of the Securities Exchange
Act of 1934, Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the Investment
Company Act of 1940
1. NAME AND ADDRESS OF REPORTING PERSON
Graff, Douglas J.
McWhorter Technologies, Inc.
400 East Cottage Place
Carpentersville, IL 60110
2. ISSUER NAME AND TICKER OR TRADING SYMBOL
McWhorter Technologies, Inc. (MWT)
3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (Voluntary)
4. STATEMENT FOR MONTH/YEAR
October 1998
5. IF AMENDMENT, DATE OF ORIGINAL (month/year)
6. RELATIONSHIP OF REPORTING PERSON TO ISSUER (Check all applicable)
___ Director ____10% Owner
_X__Officer (give title below) ____Other
(specify below)
Vice President, Composite Polymers
TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF,
OR BENEFICIALLY OWNED
1. TITLE OF SECURITY:
Common Stock
Common Stock
Common Stock
Common Stock
2. TRANSACTION DATE:
Common Stock --
Common Stock --
Common Stock --
Common Stock 2/18/98
3. TRANSACTION CODE:
Common Stock --
Common Stock A (2)
Common Stock A (2)
Common Stock A (3)
4. SECURITIES ACQUIRED (A) OR DISPOSED OF (D):
Common Stock --
Common Stock --
Common Stock --
Common Stock 3,800 (A) 25.375
5. AMOUNT OF SECURITIES BENEFICIALLY OWNED AT END OF
ISSUER'S FISCAL YEAR:
Common Stock 2,004
Common Stock 550
Common Stock 1,902
Common Stock 3,800
6. OWNERSHIP FORM: DIRECT (D) OR INDIRECT (I):
Common Stock (I)
Common Stock (I)
Common Stock (I)
Common Stock (D)
7. NATURE OF INDIRECT BENEFICIAL OWNERSHIP:
Common Stock --
Common Stock McWhorter ESOP
Common Stock McWhorter 401(k)
Common Stock Restricted Stock
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICALLY
OWNED (e.g., puts, calls, warrants, options, convertible
securities)
1. TITLE OF DERIVATIVE SECURITY:
Stock Options (right to purchase)
2. CONVERSION OR EXERCISE PRICE OF DERIVATIVE SECURITY:
3. TRANSACTION DATE:
4. TRANSACTION CODE:
5. NUMBER OF DERIVATIVE SECURITIES ACQUIRED (A) OR DISPOSED OF (D):
6. DATE EXERCISABLE AND EXPIRATION DATE:
7. TITLE AND AMOUNT OF UNDERLYING SECURITIES:
Common Stock
8. PRICE OF DERIVATIVE SECURITY:
9. NUMBER OF DERIVATIVE SECURITIES BENEFICIALLY OWNED AT END OF YEAR:
27,640
10. OWNERSHIP FORM OF DERIVATIVE SECURITY: DIRECT (D) OR INDIRECT (I):
(D)
11. NATURE OF INDIRECT BENEFICIAL OWNERSHIP:
EXPLANATION OF RESPONSES:
(1) Granted under the McWhorter Technologies, Inc. 1996
Incentive Stock Plan. The option to become exercisable in
five equal annual installments from date of grant.
(2) These shares were acquired pursuant to the McWhorter
Technologies, Inc. ESOP Plan.
(3) Award of Restricted Stock pursuant to the McWhorter
Technologies, Inc. 1996 Incentive Stock Plan in transaction
exempt Rule 16b-3.
/s/ Susannah Riley 12/14/98
** Signature of Reporting Person Date
for Douglas J. Graff
** Intentional misstatements or omissions of facts
constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space provided is
insufficient, See Instruction 6 for procedure.
(Transmittal filing to Edgar on 12/15/98 failed. Resubmitted 12/16/98.)
