8-K

                       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):  April 1, 1998



                           LAWTER INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)



     Delaware                  1-7558               36-1370818
  (State or other            (Commission         (I.R.S Employer
  jurisdiction of            File Number)        Identification No.)
  incorporation)
     1-7558



         One Terra Way, 8601 95th Street, Kenosha, Wisconsin 53412-7716
                    (Address of principal executive offices)



                                 (414) 947-7300
                         (Registrant's telephone number)



                                 Not applicable
          (Former Name or Former Address, if Changed Since Last Report)




















Item 5. Other Events.

        On April 1, 1998, the Company issued a press release announcing that,
pursuant to that certain Purchase Agreement and Mutual Release dated as of March
19, 1998, on April 1, 1998 the Company purchased the 11,503,130 shares of the
Company's Com mon Stock held by the Estate of Daniel J. Terra, representing
approximately 25.4% of the issued and outstanding Common Stock of the Company,
for a purchase price of $11.375 per share.  The $130,848,104 aggregate purchase
price was funded by the Compa ny through borrowings of $100,000,000 under the
Company's Private Shelf Agreement with The Prudential Insurance Company of
America, as amended, and cash on hand.  On April 1, 1998, the Company entered
into an amendment (the "Amendment") to its Privat e Shelf Agreement dated as of
December 6, 1995 with The Prudential Insurance Company of America
("Prudential").  Among other things, the Amendment modified certain covenants
contained in the original Private Shelf Agreement.  The Company issued and s old
$100,000,000 in aggregate principal amount of its 6.91% Series B Senior Notes
due 2010 to Prudential under and pursuant to the agreement, as amended.  The
Amendment is attached as an exhibit to this report and is incorporated herein by
reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)     Exhibits

        99.1 - Press Release dated April 1, 1998.

        99.2 - First Modification of Private Shelf Agreement dated as of
        December 6, 1995 (the"Agreement"), by and between Lawter International,
        Inc. (the "Company") and The Prudential Insurance Company of America
        ("Prudential").
































                                       2






                                   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.


                                       LAWTER INTERNATIONAL, INC.
                                       (Registrant)


                                        /s/ John P. O'Mahoney
                                        John P. O'Mahoney
                                        Chairman of the Board and
                                        Chief Executive Officer
                                        (On behalf of the registrant in his
                                        capacity as Principal Executive Officer)


April 1, 1998







































                                       3





EXHIBIT INDEX


Number       Description

99.1         Press Release dated April 1, 1998

99.2         First Modification of Private Shelf Agreement dated as of December
             6, 1995 (the"Agreement"), by and between Lawter International, Inc.
             (the "Company") and The Prudential Insurance Company of America
             ("Prudential").



















































                                       4

EX-99

Exhibit 99.1


NEWS RELEASE                            For further information, please contact:
                                        Mr. Mark W. Joslin
                                        CFO and Treasurer





             LAWTER INTERNATIONAL AND THE ESTATE OF DANIEL J. TERRA
                             COMPLETE STOCK BUYBACK


        Kenosha, Wisconsin, April 1, 1998 -- Lawter International, Inc. (NYSE:
LAW) announced today that it has completed the repurchase of the entire holdings
of the Estate of Daniel J. Terra in Lawter Common Stock according to the terms
and conditi ons previously announced on March 19, 1998.  The 11,503,130 shares,
representing approximately 25.4% of Lawter's outstanding Common Stock, were
purchased for $11.375 per share, for a total purchase price of $130,848,104,
funded by the Company through borrowings of $100,000,000 and cash on hand.  The
borrowings were provided by The Prudential Insurance Company of America under an
existing shelf agreement with the Company, pursuant to which the Company issued
and sold $100,000,000 of its 6.91% Ser ies B Senior Notes due 2010.
Lawter is a specialty chemical company, with 20 facilities in 15 countries
 throughout the world.  It is a major manufacturer and distributor of printing
 ink vehicles, wax compounds and powders, and synthetic and hydrocarbon resins
 to the graphic arts industry.  Lawter also serves the industrial coatings,
 adhesives and rubber industries.

EX-99

Exhibit 99.2



                                       As of April 1, 1998

Lawter International, Inc.
8601 95th Street
Kenosha, Wisconsin  53141
Attention:  Chief Financial Officer

Re:     First Modification of Private Shelf Agreement dated as of December 6,
1995 (the "Agreement"), by and between Lawter International, Inc. (the
"Company") and The Prudential Insurance Company of America
("Prudential")

Ladies and Gentlemen:

        Reference is made to the above-captioned Agreement, pursuant to which
the Company (i) issued and sold and Prudential purchased the Company's 6.33%
Series A Senior Notes in the original principal amount of $25,000,000, due
January 5, 2003 and (ii) will issue and sell and Prudential will purchase
simultaneously with the execution and delivery of this amendment to the
Agreement the Company's 6.91% Series B Senior Notes in the original principal
amount of $100,000,000, due April 1, 2010. Cap italized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.

        Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the  Agreement, the parties hereto agree as
follows:

        SECTION 1.  Amendment.  From and after the date this letter becomes
effective in accordance with its terms, the  Agreement is amended as follows:

        1.1     Paragraph 6A of the  Agreement is amended hereby by deleting it
in its entirety and substituting the following in its stead:

                "6A.  [Intentionally left blank]."

        1.2     The proviso to Paragraph 6B(2) of the Agreement is amended
hereby by deleting it in its entirety and substituting the following in its
stead:


"provided that (i) the Funded Debt Ratio shall not exceed 3.50 to 1.00 at any
time prior to September 30, 1999, and shall not exceed 3.25 to 1.00 at any time
on or after September 30, 1999, and (ii) Priority Debt shall at no time exceed
25% of Consol idated Capitalization.

Notwithstanding clause (i) of the proviso to this paragraph 6B(2), the Company
 shall not be considered to have failed to comply with the provisions of this
 paragraph 6B(2) by reason of having exceeded the maximum permitted Funded Debt
 Ratio set forth in clause (i) of such proviso (a "Leverage Payment Event") so
 long as (x) such Leverage Payment Event does not continue for more than 24
 consecutive months, (y) the Funded Debt Ratio does not at any time exceed 4.00
 to 1.00, and (z) the Company shal l have paid the fee (the "Leverage Fee")
 described below.  The Company agrees that, for the period during which there is
 a Leverage Payment Event (or, if any period of consecutive days during which
 there is a Leverage Payment Event is less than 90 da ys, then, in lieu of the






 actual length of such period, for a period of 90 consecutive days beginning
 with the first day of such Leverage Payment Event) the Company shall pay to
 each holder of a Note a fee at the rate per annum set forth in the follow ing
 table (computed on the basis of a 360-day year 30-day month) on the outstanding
 principal balance of such holder's Notes (such rate to be based on the stage of
 the Funded Debt Ratio and whether or not the Leverage Payment Event is before
 Septembe r 30, 1999 or on or after September 30 1999), such fee to be paid
 quarterly in arrears on each date upon which interest payments are due on the
 Notes:


Stages          Funded Debt                    Before              On or after
                Ratio Range                September 30, 1999  September 30,1999
Stage 1  3.25x