8-K

                                  UNITED STATES
                       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


                                February 20, 2002
                Date of Report (Date of earliest event reported)


                                 NCH CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                   1-5838                     75-0457200
(State or other jurisdiction    (Commission File              (IRS Employer
     of incorporation)               Number)                Identification No.)

                            2727 Chemsearch Boulevard
                                   Irving, Texas                   75062
                     (Address of principal executive offices)    (Zip code)
                                 (972) 438-0211
              (Registrant's telephone number, including area code)



Items 1, 2, 3, 4, 6, 8 and 9

         Not applicable.

Item 5.  OTHER EVENTS.

(a)      On February 20, 2002, NCH Corporation (the "Company") announced that it
         had requested that the NYSE delist its common stock from the NYSE. A
         copy of the press release announcing the delisting request is attached
         hereto as Exhibit 99.1. The Company requested that its shares be
         delisted at this time because the company no longer meets the
         requirements for listing established by the NYSE,

         including the number of shares publicly held and the market value of
         publicly held shares.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial statements of business acquired.  Not applicable.

(b)      Pro forma financial information.  Not applicable.

(c)      Exhibits

         99.1     Press Release dated February 20, 2002.



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                                    SIGNATURE

         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.

Dated: February 20, 2002               NCH CORPORATION
                                       By:  /s/ Joe Cleveland
                                            -----------------------------------
                                            Name:  Joe Cleveland
                                            Title: Vice President and Secretary



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                                INDEX TO EXHIBITS


      EXHIBIT
      NUMBER             DESCRIPTION
      -------            -----------

        99.1             Press Release dated February 20, 2002.




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EX-99.1

                                                                    Exhibit 99.1

                            NCH CORPORATION ANNOUNCES
                               DELISTING FROM NYSE


         Dallas, Texas, February 20, 2002, NCH Corporation (NYSE: NCH) announced
today that it had requested that the NYSE delist its common stock from the NYSE.
Upon completion of the going-private transaction for NCH Corporation involving
Ranger Merger Corporation, Ranger Holding LLC and certain members of the Levy
family, NCH Corporation no longer meets the requirements for listing established
by the NYSE, including the number of shares publicly held and the market value
of publicly held shares.

         On February 15, 2002, the Company mailed notice to minority
stockholders that Ranger Merger Corporation was merged into NCH Corporation
pursuant to the short-form merger procedure under Section 253 of the Delaware
General Corporation Law. The merger became effective February 13, 2002. Pursuant
to the terms of the merger, each stockholder of NCH Corporation (other than
stockholders who have properly exercised appraisal rights under Delaware law)
will be entitled to receive $52.50 per share of common stock owned.

         NCH Corporation is a worldwide manufacturer and distributor of
maintenance, repair and supply products, including chemical specialties,
fasteners, welding alloys and plumbing parts. NCH Corporation has its world
headquarters and domestic administrative center in Irving, Texas and has
manufacturing and other facilities in the US, Canada, Europe, Latin America and
the Far East.

         FORWARD-LOOKING STATEMENTS

         Certain information in this release are forward-looking statements that
involve risks and uncertainties that might adversely affect NCH Corporation's
operating results in the future in a material way. Such risks and uncertainties
include, among other things, industry performance, general economic, market,
interest rate and financial conditions, sales, cost of goods sold, operating and
other revenues and expenses, capital expenditures and working capital of the
Company, and other matters which may not be realized and are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, all of which are difficult to predict and many of which are
beyond the Company's control. The Company's operations are subject to various
additional risks and uncertainties resulting from its position as a supplier to
the United States government and its agencies; the potential adverse impact of
the Company's substantial indebtedness incurred in connection with the tender
offer and the merger, including restrictions and remedies, available in the
related debt covenant; actual outcomes are dependent upon factors, including,
without limitation, the Company's successful performance of internal plans;
technological innovation; interest rates; pricing; currency movements;
budgetary restraints; customer changes in short-range and long-range plans;
domestic and


international competition; product performance; continued development and
acceptance of new products; performance issues with key suppliers and
subcontractors; government import and export policies; acquisition or
termination of government contracts; the outcome of political and legal
processes; legal, financial, and governmental risks related to international
transactions; the ability of the Company to retain customers and obtain new
customers on satisfactory terms, and other factors described from time to time
in the Company's filings with the SEC. Many of these risks are beyond the
control of NCH Corporation. Such risks are detailed from time to time in NCH
Corporation's Reports filed with the SEC on Forms 10-Q, 8-K, 10-K and in its
Annual Reports to Stockholders.

         This press release is neither an offer to purchase nor a solicitation
of an offer to sell shares of NCH Corporation. Any stockholder who has not
received information concerning the merger or who has questions concerning the
merger or payment of the merger consideration should call Mellon Investor
Services LLC at (800) 777-3674. Copies of the merger information may be obtained
for no charge by calling Mellon Investor Services LLC.

Contact:  NCH Corporation, Dallas, Joe Cleveland, Telephone: 972-438-0251.



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