SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                               ------------------


                                    FORM 8-K

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


                         DATE OF REPORT: December 6, 1996
                        (Date of earliest event reported)




                                 NSC CORPORATION
             (Exact name of registrant as specified in its Charter)


        DELAWARE                      018597                   31-1295113
(State or other Jurisdiction       (Commission               (IRS Employer
      of Incorporation)            file number)          Identification Number)


       49 DANTON DRIVE, METHUEN, MA                               01844
 (Address of Principal Executive Offices)                      (ZIP code)


                                 (508) 557-7300
               Registrant's telephone number, including area code


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


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Item 5.  Other Events

NSC  Corporation  today  announced  the  appointment  of Victor J.  Barnhart  as
Chairman and Chief Executive Officer, and the promotion of Darryl G. Schimeck to
President and Chief Operating  Officer.  The  appointments  conclude the Board's
previously announced search process for a permanent  replacement,  following the
resignation of Frank Fradella as President and Chief Executive Officer.

"Victor  Barnhart  and Darryl  Schimeck are  seasoned  professionals  and strong
visionary  leaders  with the  expertise  to continue to grow and  diversify  our
business.   Mr.   Barnhart's   track-record  of  success  in  leading   diverse,
multi-divisional public companies, combined with Mr. Schimeck's strong sales and
hands-on operational skills,  position NSC well for the future," said Herbert A.
Getz, Chairman of the Board of NSC.

Mr.  Barnhart,  54, has extensive  management  experience  in the  environmental
services and  specialty  contracting  industries,  having served as President of
Rust Industrial Services Inc.,  President and CEO of The Brand Companies,  Inc.,
and President and CEO of  Chem-Nuclear  Systems,  Inc., all  subsidiaries of WMX
Technologies, Inc. NSC became the nation's largest and most experienced asbestos
abatement  provider  following the  Company's  acquisition  of Brand's  asbestos
abatement division in 1993.

Prior to joining WMX, Mr. Barnhart held a variety of other  leadership  roles in
the nuclear industry with Westinghouse Electric Corp. and Nuclear Fuel Services,
Inc. Mr. Barnhart is a registered  Professional Engineer with numerous equipment
and process patents to his credit,  and was a 1971  Engineering  graduate of The
Johns Hopkins University.  Mr. Barnhart serves on the Board of the American Lung
Association of Chicago and the Oak Brook  Executive Club, and is a member of the
Chicago Economic Club. He has also served on the Board of Directors for both NSC
Corporation and OHM Corporation.

Mr.  Schimeck,  36,  most  recently  served as  President  of  National  Surface
Cleaning,  Inc. and Vice  President of Sales and Marketing for NSC  Corporation.
Prior to that,  Mr.  Schimeck was President of Rust  Scaffold  Rental & Erection
Inc.,  Director of National  Sales for The Brand  Companies,  Inc. and served in
various sales management roles for  approximately 10 years within Chemical Waste
Management, Inc. Mr. Schimeck has a Bachelors Degree in Economics, and is a 1982
graduate of Alma College,  Alma, Michigan. He serves on the Board of Regents for
Mercy  Home  for Boys  and  Girls  and on the  Board  of  Directors  for the Gus
Foundation for Pediatric Cancer Research at Children's  Memorial Hospital,  both
in Chicago, Illinois.

The  company  also  declared  a  dividend  of 15 cents  per  share to be paid on
December 30, 1996, to  shareholders  of record as of December 16th. The dividend
declaration  is in keeping  with the Board of  Directors'  previously  announced
decision to evaluate dividends  annually,  based on the operating results of the
company.


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                                   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 thereunto duly authorized.


                                NSC CORPORATION


Date:  December 6, 1996                By______/s/ J. Drennan Lowell______
                                       J. Drennan Lowell
                                       Vice President, Chief Financial Officer,
                                       Treasurer and Secretary

                                       Signing on behalf of the registrant
                                       and as principle financial officer.


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