UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549
                                    ---------

                                    FORM 8-K

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For the quarter ended    September 30, 1996  Commission File Number   000-28876

                    CHEM INTERNATIONAL, INC. AND SUBSIDIARIES
             (Exact name of registrant as specified in its charter)


                         Delaware                           13-3035216
            (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)              Identification No.)


             201 Route 22
              Hillside, New Jersey                             07205
            (Address of principal executive offices)        (Zip code)


Registrant's telephone number, including area code:               (201) 926-0816
                                                        ------------------------








CHEM INTERNATIONAL, INC. AND SUBSIDIARIES
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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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1.    Effective  December 4, 1996, Chem  International,  Inc. ["Chem"] dismissed
      its  prior  certifying   accountants,   Cornick,  Garber  &  Sandler,  LLP
      ["Cornick"]  and  retained  as  its  new  certifying  accountants,   Moore
      Stephens,  P.C. Cornick's report on Chem's financial statements during the
      most recent  fiscal year  contained no adverse  opinion or a disclaimer of
      opinion,  and  was  not  qualified  as  to  uncertainty,  audit  scope  or
      accounting principles.  The decision to change accountants was approved by
      Chem's Board of Directors.

      During the last fiscal year, there were no disagreements  between Chem and
      Cornick on any matters of accounting  principles  or practices,  financial
      statement disclosure, or auditing scope or procedure, which disagreements,
      if not resolved to the  satisfaction  of Cornick,  would have caused it to
      make a reference to the subject matter of  disagreement in connection with
      its report.

      None  of  the  "reportable  events"  described  in  Regulation  S-B,  Item
      304(a)(iv) occurred with respect to Chem within the last fiscal year.

2.    Effective  December 4, 1996, the Company engaged Moore  Stephens,  P.C. as
      its principal  accountants  to audit the Company's  financial  statements.
      During the Company's  last two most recent fiscal years and the subsequent
      interim  period  to date  hereof,  the  Company  has not  consulted  Moore
      Stephens,  P.C. on items which (i) concerned the application of accounting
      principles to a specified transaction, either complete or proposed or (ii)
      concerned the subject  matter of a disagreement  or reportable  event with
      Cornick.

3.    The Company has requested Cornick to furnish it with a letter addressed to
      the Securities and Exchange Commission stating whether Cornick agrees with
      the  statements  contained  in the  first  paragraph  above.  The  Company
      delivered  a copy of this Form 8-K report to Cornick on  December 6, 1996.
      The Company will file by amendment, as an Exhibit to this Form 8-K report,
      a copy of such letter when it is received.





SIGNATURES
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Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   CHEM INTERNATIONAL, INC. AND SUBSIDIARIES


Date: December 6, 1996             By:/s/ E. Gerald Kay
                                      E. Gerald Kay,
                                       President and Chief Executive Officer