SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported) August 26, 1999

                            Church & Dwight Co., Inc.
             (Exact name of registrant as specified in its charter)



       Delaware                                            134996950
- ---------------------------------------         -------------------------------
(State of incorporation or organization)                (I.R.S. Employer
                                                       Identification No.)


469 North Harrison Street
Princeton, New Jersey                                            08543
- ----------------------------------------                   --------------------
(Address of principal executive offices)                       (Zip Code)




Registrant's telephone number, including area code:  (609) 683-5900






Item 5.  Other Events

                  On August 20, 1999,  the Board of Directors of Church & Dwight
Co., Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding  share of Common  Stock,  par value  $1.00  per share  (the  "Common
Stock"),  of the Company.  The distribution is payable on September 13, 1999, to
the  stockholders  of record on  September  13,  1999.  Each Right  entitles the
registered  holder to purchase from the Company one  one-hundredth of a share of
Junior  Participating  Cumulative  Preferred  Stock,  par value  $1.00 per share
("Preferred  Stock") at a price of $200.00 per one one-hundredth of a share (the
"Purchase  Price"),  subject to  adjustment.  The  description  and terms of the
Rights are set forth in a Rights Agreement (the "Rights  Agreement") between the
Company and  ChaseMellon  Shareholder  Services,  L.L.C.,  as Rights  Agent (the
"Rights Agent").

                  Until the earliest to occur of ten business days following (i)
a public  announcement  or  notice  to the  Company  that a  person  or group of
affiliated or associated persons (an "Acquiring  Person") acquired,  or obtained
the right to acquire,  beneficial  ownership  of 20% or more of the  outstanding
shares of Common Stock of the Company (the "Stock Acquisition  Time"),  (ii) the
commencement  or announcement of an intention to make a tender offer or exchange
offer for 20% or more of the  outstanding  shares of such Common Stock, or (iii)
the  determination  by the Board of Directors that a person is an Adverse Person
(as defined in the Rights  Agreement)  (the  earliest of such dates being called
the "Distribution  Date"), the Rights will be evidenced,  with respect to any of
the Company's Common Stock certificates outstanding as of September 13, 1999, by
such Common Stock  certificate  with a copy of this  Summary of Rights  attached
thereto.  The Rights Agreement  provides that, until the Distribution  Date, the
Rights will be transferred with and only with the Company's Common Stock.  Until
the Distribution Date (or earlier  redemption or expiration of the Rights),  new
Common Stock certificates  issued after September 13, 1999, upon transfer or new
issuance of the Company's Common Stock will contain a notation incorporating the
Rights  Agreement  by  reference.   Until  the  Distribution  Date  (or  earlier
redemption or  expiration  of the Rights),  the surrender for transfer of any of
the Company's  Common Stock  certificates  outstanding as of September 13, 1999,
even  without a copy of this  Summary  of  Rights  attached  thereto,  will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented  by  such  certificate.   As  soon  as  practicable   following  the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the close of business on the  Distribution  Date and such  separate  Right
Certificates alone will evidence the Rights.

                  The Rights are not exercisable  until the  Distribution  Date.
The Rights will expire on September  13, 2009,  unless  earlier  redeemed by the
Company as described below.






                  The  Purchase  Price  payable,  and the  number  of  shares of
Preferred  Stock or other  securities or property  issuable upon exercise of the
Rights are subject to  adjustment  from time to time to prevent  dilution (i) in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of the  Preferred  Stock,  (ii) upon the grant to  holders  of
Preferred  Stock of  certain  rights or  warrants  to  subscribe  for  shares of
Preferred  Stock,  or (iii)  upon the  distribution  to  holders  of  shares  of
Preferred  Stock of  evidences  of  indebtedness  or assets  (excluding  regular
periodic cash dividends or dividends payable in shares of Preferred Stock) or of
subscription rights or warrants (other than those referred to above). The number
of Rights and the number of shares of Preferred Stock issuable upon the exercise
of each Right are also  subject  to  adjustment  in the event of a stock  split,
combination or stock dividend on the Common Stock.

                  In the event that after the Stock Acquisition Time the Company
is acquired in a merger or other business combination transaction or 50% or more
of its  assets  or  earning  power  or  assets  representing  50% or more of the
Company's cash flow are sold, proper provision shall be made so that each holder
of a Right shall thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of shares of common
stock of the acquiring  company which at the time of such transaction would have
a market  value (as defined in the Rights  Agreement)  of two times the exercise
price of the Right. In the event that the Company were the surviving corporation
of a merger and its Common Stock were  changed or  exchanged,  proper  provision
shall be made so that each holder of a Right will  thereafter  have the right to
receive upon exercise that number of share of common stock of the other party to
the  transaction  having a market value of two times the  exercise  price of the
Right.

                  In the event that either (i) any person or group of affiliates
or  associated  persons  acquires  beneficial  ownership  of 20% or  more of the
outstanding  shares of Common Stock of the Company  (unless such person or group
becomes an Acquiring  Person pursuant to a cash tender offer for all outstanding
shares of Common Stock which is determined to be fair and in the best  interests
of the Company and its shareholders by a majority of the members of the Board of
Directors  of the Company who are no  officers of the Company or  affiliated  or
associated  with the  Acquiring  Person) or (ii) the Board of  Directors  of the
Company  determines  that any person who  beneficially  owns at least 10% of the
outstanding  Common  Stock of the  Company  (a)  intends to cause the Company to
repurchase  his stock,  (b)  intends to  pressure  the Company to take action or
enter into a transaction that would be opposed to the long-term interests of the
Company,  or (c)  causes or is  reasonably  likely to cause a  material  adverse
impact on the  business or prospects of the Company (any such person an "Adverse
Person"),  proper provision shall be made so that each holder of a Right,  other
than Rights that were beneficially  owned by the Acquiring Person or the Adverse
Person,  as the case may be, which will thereafter be void, will thereafter have
the right to receive upon  exercise that number of shares of Common Stock having
a market value of two times the exercise price of the Right.

                  With certain  exceptions,  no adjustment in the Purchase Price
will be required until cumulative adjustments required an adjustment of at least
1% in such  Purchase  Price.  No  fractional  shares will be issued and, in lieu
thereof an  adjustment  in cash will be made based on the market price of shares
of Common Stock on the last trading date prior to the date of exercise.






                  At any time prior to the  earlier of ten  business  days after
(i) the public  announcement  or notice to the  Company  that person or group of
affiliated or  associated  persons has acquired  beneficial  ownership of 20% or
more of the  outstanding  shares of Common Stock of the Company or (ii) the time
that the Board of Directors has determined  that a person is an Adverse  Person,
the Company may redeem the Rights in whole,  but not in part, at a price of $.01
per Right (the "Redemption Price").  Immediately upon the action of the Board of
Directors of the Company  electing to redeem the Rights,  the Company shall make
an  announcement  thereof,  and upon such  election,  the right to exercise  the
Rights  will  terminate  and the only right of the  holders of Rights will be to
receive the Redemption Price.

                  Each share of Preferred Stock purchasable upon exercise of the
Rights will have a minimum  preferential  dividend of $100.00 per year, but will
be entitled to receive,  in the aggregate,  a dividend of 100 times the dividend
declared on the shares of Common Stock. In the event of liquidation, the holders
of the  shares  of  Preferred  Stock  will be  entitled  to  receive  a  minimum
liquidation  payment  of $100 per  share,  but will be  entitled  to  receive an
aggregate  liquidation  payment equal to 100 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 100 votes, voting together
with the shares of Common  Stock.  In addition,  if  dividends on the  Preferred
Stock are in arrears for four consecutive quarterly payment periods, the holders
of the  Preferred  Stock  will have the right,  voting as a class,  to elect two
members of the Board of Directors. In the event of any merger,  consolidation or
other  transaction in which shares of Common Stock are exchanged,  each share of
Preferred  Stock will be  entitled  to receive  100 times the amount and type of
consideration  received per share of Common  Stock.  The rights of the shares of
Preferred Stock as to dividends and liquidation, and in the event of mergers and
consolidations, are protected by antidilution provisions.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.

                  The  Rights  and the Right  Agreement  can be  amended  in any
respect  by the Board of  Directors  of the  Company in any  respect  whatsoever
(including,  without limitation, any extension of the period in which the Rights
may be  redeemed)  prior to the  close of  business  on the tenth  business  day
following  the  Stock  Acquisition  Time or the  determination  by the  Board of
Directors  that a person  is an  Adverse  Person.  From and  after  such a time,
without the  approval of the  stockholders  of the Company or the holders of the
Rights, the Board of Directors may only supplement or amend the Rights Agreement
in order (i) to cure any ambiguity,  (ii) to correct or supplement any provision
contained in the Rights  Agreement which may be defective or  inconsistent  with
any other provision in the Rights Agreement,  or (iii) to make any amendments or
supplements which the Company may in the Rights Agreement,  or (iii) to make any
amendments  or  supplements  which the Company may deem  necessary  or desirable
which  shall not  adversely  affect the  interests  of the holders of the Rights
(other than an Acquiring  Person, an Adverse Person or an affiliate or Associate
thereof).






                  A copy  of the  Rights  Agreement  has  been  filed  with  the
Securities and Exchange Commission as an Exhibit to a Registration  Statement on
Form 8-A dated August 26, 1999. A copy of the Rights Agreement is available free
of charge from the  Company.  This  summary  description  of the Rights does not
purport to be complete  and is  qualified  in its  entirety by  reference to the
Rights Agreement, which is hereby incorporated herein by reference.










Item 7.   Exhibits.

4.   Rights  Agreement,  dated as of August 20,  1999,  between  the Company and
     ChaseMellon  Shareholder  Services,  L.L.C., as Rights Agent which includes
     the Certificate of Designation for the Junior Participating Preferred Stock
     as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
     Rights to Purchase  Shares of Preferred Stock as Exhibit C. Pursuant to the
     Rights  Agreement,  printed Right  Certificates will not be mailed until as
     soon as  practicable  after the earlier of the tenth day after (i) a public
     announcement  or notice to the Company that a person or group of affiliated
     or  associated  persons  acquired,   or  obtained  the  right  to  acquire,
     beneficial  ownership  of 20% or more of the  outstanding  shares of Common
     Stock of the Company, (ii) the commencement or announcement of an intention
     to make a tender offer or exchange offer for 20% or more of the outstanding
     shares of such Common  Stock,  or (iii) the  determination  by the Board of
     Directors  that a person is an  Adverse  Person  (as  defined in the Rights
     Agreement).  The Rights  Agreement has been filed with the  Securities  and
     Exchange  Commission  on the  Company's  Form 8-A12B dated August 26, 1999,
     which is incorporated herein by reference.

99.  Press Release dated August 27, 1999.  The Press Release has been filed with
     the Securities  and Exchange  Commission on the Company's Form 8-A12B dated
     August 26, 1999, which is incorporated herein by reference.


                                    SIGNATURE

                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.



                                      CHURCH & DWIGHT CO., INC.

DATED: August 26, 1999                By: /s/Mark A. Bilawsky
                                         --------------------------------
                                      Name:  Mark A. Bilawsky
                                      Title: Vice President, General Counsel
                                             and Secretary