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): January 7, 1998


                              Sybron Chemicals Inc.
             (Exact name of Registrant as specified in its charter)


               Delaware               0-19983                  51-0301280
    (State or other juris-         (Commission               (IRS Employer
  diction of incorporation)          File No.)             Identification No.)


              Birmingham Road, P.O. Box 66
                 Birmingham, New Jersey                           08011
      (Address of principal executive offices)                 (Zip Code)



       Registrant's telephone number, including area code: (609) 893-1100


          (Former name or former address, if changed since last report)



Item 5.   Other Events.

          The  Registrant  is filing this Current  Report on Form 8-K solely for
the purpose of filing the Exhibit listed in Item 7(c) below.

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

          (a)  Financial Statements of Business Acquired.

               Not applicable.

          (b)  Pro Forma Financial Information.

               Not applicable.

          (c)  Exhibits.

               Exhibit 99.1 Press Release dated January 7, 1998.


                                    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.


                                            Sybron Chemicals Inc.
                                            (Registrant)


Date:  January 8, 1998
                                            By: /s/ Dennis J. Fiore
                                                Dennis J. Fiore
                                                Vice President, Finance and
                                                Chief Financial Officer

                                       -2-

                                  EXHIBIT INDEX


Exhibit   Description                             Method of Filing
99.1      Press Release dated January 7, 1998.    Filed electronically herewith.




                                       -3-

EX-99.1

FROM:             Sybron Chemicals Inc.
                  Birmingham Road
                  Birmingham, NJ  08011

CONTACT:          Richard M. Klein
                  President and Chief Executive Officer
                  (609) 893-1100

FOR RELEASE:      Immediately
                  January 7, 1998

                       SYBRON CHEMICALS INC. REJECTS OFFER


          BIRMINGHAM,  NJ,  January  7,  1998  --  Sybron  Chemicals  Inc.  (the
"Company")  (AMEX:  SYC) said today that its Board of Directors has  unanimously
rejected an unsolicited  offer by GenCorp to acquire all of the Company's  stock
in a merger in which the Company's  stockholders  would receive $38 per share in
cash.  The Company said that the Board's  action was based,  in part, on letters
received from Citicorp  Venture Capital,  Ltd.,  Richard M. Klein, the Company's
President  and  John  H.  Schroeder,  the  Company's  Executive  Vice  President
(together,   the  "Investor   Group"),   stating  that  they  intend  to  remain
stockholders in the Company. Because the Investor Group owns in excess of 45% of
the Company's  outstanding stock, the Board concluded that the GenCorp offer was
not viable.

          As  previously  announced,  the Company has entered  into a definitive
merger  agreement  with a company  established by the Investor Group pursuant to
which the Company's  stockholders  would receive $34.50 per share in cash.  That
transaction is subject, among other things, to the approval of a majority of the
Company's stockholders not affiliated with the Investor Group.

          Sybron Chemicals is an international  specialty  chemical company that
develops,  produces and markets specialty chemicals in two main market segments:
textile  preparation,   dyeing,   printing  and  finishing,   and  Environmental
(primarily  related to water and waste treatment).  Products include  Tanatex(R)
dyehouse  chemicals  and  Jersey  State(TM),  Auralux(TM)  and  other  finishing
chemicals for the textile and carpet  industries;  Ionac(R) ion exchange  resins
for use in water treatment and special applications; specialty resins for use in
reprographic  and laser  printer  toners,  Bi-Chem(R)  biologically  active seed
cultures for industrial,  municipal and sanitary waste treatment and groundspill
clean-up.  For more information on Sybron Chemicals Inc., please visit us on the
World Wide Web at http://www.sybronchemicals.com/