8-K

                                                  FORM 8-K

                                     SECURITIES AND EXCHANGE COMMISSION

                                           Washington, D.C.  20549


                                               CURRENT REPORT


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


                                                  * * * * *



Date of Report (Date of earliest event reported):  January 19, 1994



                                              WITCO CORPORATION


              (Exact name of registrant as specified in its charter)


            Delaware                 1-4654            13-1870000


(State or other jurisdiction       (Commission       (IRS Employer
      of Incorporation)            File Number)      Identification No.)



   520 Madison Avenue, New York, New York            10022-4236


  (Address of principal executive offices)             (Zip Code)




Registrant's telephone number, including area code:  (212) 605-3800





Item 5.   Other Events


         On January 19, 1994, Witco Corporation announced that it will take
a $92.6 million charge ($60.1 million after tax, or $1.10 per common
share) against earnings in the fourth quarter which ended December 31,
1993.
         The complete text of the press release issued by Witco Corporation
is attached.

Item 7.   Financial Statements, Pro Forma Financial Information and
Exhibits
         (c)       Exhibits
                   (20)     Press Release dated January 19, 1994

                                                 SIGNATURES


                   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 hereunto duly authorized.


                                   (Registrant)  WITCO CORPORATION




                                (Signature)   /s/ Michael D. Fullwood   
   
                                              Michael D. Fullwood
                                              Executive Vice President and
                                              Chief Financial Officer


                                (Date)        January 24, 1994      
                                                            


                               Exhibit Index



Exhibit No.       Exhibit                               Page No.


    (20)          Press release of the Registrant          5
                  dated January 19, 1994

EX-20

                                              EXHIBIT 20





For Immediate Release      Contact:   C. R. Soderlind   212 605-3813
                                      Senior Vice President
                                      S. L. Levy     212 605-3815
                                      Manager Public Relations

WITCO SETS CHARGE FOR DIVESTITURE, RESTRUCTURING, AND ENVIRONMENTAL
PROJECTS


NEW YORK, NY, January, 19, 1994 -- Witco Corporation (NYSE:WIT) announced
that it will take a $92.6 million charge ($60.1 million after tax, or $1.10
per common share) against earnings in the fourth quarter which ended
December 31, 1993. The charge covers environmental remediation and future
compliance costs, expected losses from the disposition of certain
operations, reduction of work force, and other matters.
    Approximately $53 million of the charge will be applied to increase
environmental reserves for remediation and future compliance costs, as well
as for expenses related to projects to enhance high environmental standards
at Witco's plants worldwide. Witco's Chairman and Chief Executive Officer
William R. Toller observed, "these environmental charges reflect Witco's
assessment of its future remediation costs in light of all available
information and the Securities and Exchange Commission's Staff Accounting
Bulletin 92. Our goal is to fully meet regulatory requirements, such as
those in the Clean Air Act, and to take steps today to meet the standards
of tomorrow. Witco's firm environmental commitment is important to the
communities in which it operates, and we will ensure that our plants reflect
best practice in this regard."
    Witco also announced its intention to sell its Battery Parts Division
and to effect a reduction of approximately four percent in its worldwide
employee population of more than 8,000. Approximately $32 million of the
charge would be applied to these actions.
    "1993 has been a year of transition for us," Mr. Toller noted. "We
continue the strategic realignment and the reorganization of our businesses.
Both appropriate divestitures and a tight focus on costs remain key
components of this strategy. The step that we are taking today should allow
us to concentrate on moving our business forward in 1994."
    Witco Corporation is a Fortune 250 company which manufactures specialty
chemical and petroleum products worldwide. The company's 1993 revenues will
approximate $2.2 billion. It operates 64 manufacturing facilities in 12
countries and sales offices that span the globe.

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  94-010p.r.                                                   1/19/94