As filed with the Securities and Exchange Commission on June 30, 1995
                                                 Registration No. 33-     
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                    Under The
                             Securities Act of 1933
                                -----------------

                                WITCO CORPORATION

             (Exact name of registrant as specified in its charter)

                   Delaware                                13-1870000

         (State or other jurisdiction                   (I.R.S. Employer
       of incorporation or organization)               Identification No.)

               One American Lane
            Greenwich, Connecticut                         06831-2559

   (Address of Principal Executive Offices)                (Zip Code)

                                -----------------

            1995 Stock Option Plan for Employees of Witco Corporation
                       and its Subsidiaries (the "Plan")

                            (Full title of the plan)

                                -----------------

                              David G. Ormsby, Esq.
                             CRAVATH, SWAINE & MOORE
                                 Worldwide Plaza
                                825 Eighth Avenue
                            New York, New York 10019

                     (Name and address of agent for service)

                                  212-474-1000

          (Telephone number, including area code, of agent for service)

                                -----------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                              Proposed            Proposed
                                         Amount of            maximum              maximum
                                           shares             offering            aggregate           Amount of
        Title of securities                to be             price per            offering           registration
         to be registered                registered            share                price                fee
- ---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>               <C>                   <C>        
Common Stock, par value                                               
$5.00 per share                          2,600,000           $ 31.9375(1)         $ 83,037,500.00       $ 28,633.62
=====================================================================================================================
</TABLE>


(1)  Estimated  solely for the purpose of determining the  registration  fee and
     based on the  average  of the high and low prices of the  Company's  Common
     Stock reported on the New York Stock Exchange on June 26, 1995.


<PAGE>



                                     PART II


Item 3.  Incorporation of Documents by Reference

         This  Registration  Statement  incorporates  herein  by  reference  the
following  documents  which  have been filed with the  Securities  and  Exchange
Commission (the "Commission") by Witco Corporation as Registrant:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the fiscal
                   year ended  December  31, 1994 (the "1994 Annual Report");

         (b)      The Registrant's Quarterly Report on Form 10-Q for the period
                  ended March 31, 1995;

         (c)      The description of the  Registrant's  Common Stock,  par value
                  $5.00 per share,  contained in the  Registrant's  Registration
                  Statement  on Form 10,  filed  pursuant  to  Section 12 of the
                  Exchange Act, that became effective on July 16, 1962; and

         (d)      The description of the Rights to Purchase Cumulative Preferred
                  Stock, contained in the Registrant's Registration Statement on
                  Form 8-A, dated March 3, 1995.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of the post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Subsection  (a)  of  Section  145  of the  General  Corporation  Law of
Delaware empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
cause to believe his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the  defense or  settlement  of such action or suit if he acted
under similar standards, except that no indemnification shall be made in respect
of any claim,  issue or matter as to which such person shall have been  adjudged
to be liable for negligence or misconduct in the  performance of his duty to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall  determine that despite the
adjudication  of  liability  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which the court shall deem proper.


                                       1
<PAGE>


         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled; and that the corporation may purchase and maintain insurance on behalf
of a director  or officer of the  corporation  against  any  liability  asserted
against him or incurred by him in any such capacity or arising out of his status
as such whether or not the  corporation  would have the power to  indemnify  him
against such liabilities under Section 145.

         The Restated Certificate of Incorporation of the Registrant,  provides,
in  effect,  that,  to the  extent  and under  the  circumstances  permitted  by
subsections  (a) and (b) of Section  145 of the General  Corporation  Law of the
State of Delaware,  the Company (i) shall  indemnify  any person who was or is a
party or is  threatened  to be made a party to any  action,  suit or  proceeding
described in  subsections  (a) and (b) by reason of the fact that he is or was a
director or officer of the Registrant  against  expenses,  judgments,  fines and
amounts paid in  settlement,  and (ii) may  indemnify any person who was or is a
party or is threatened to be made a party to any such action, suit or proceeding
if such person was an employee or agent of the  Registrant and is or was serving
at the request of the  Registrant as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The  following  documents  are  filed  as a part of  this  Registration
Statement:

   Exhibit                 Description
   -------                 -----------
   

     4.1                   1995 Stock Option Plan for Employees of Witco 
                           Corporation and its Subsidiaries.

     4.2                   Form of Stock Option  Agreement  Under the 1995 
                           Stock Option Plan for Employees of Witco Corporation
                           and its Subsidiaries.

     4.3                   Restated   Certificate   of   Incorporation   of  the
                           Registrant   (incorporated   by   reference   to  the
                           Quarterly  Report on Form 10-Q for the quarter  ended
                           March 31, 1994).

     5                     Opinion  of  Cravath,  Swaine  &  Moore,  as to the 
                           legality  of the  securities  to be registered.

    15                     Letter re: unaudited interim financial information.

    23.1                   Consent of Ernst & Young LLP.

    23.2                   Consent of Cravath, Swaine & Moore (included in 
                           Exhibit 5).

    24                     Powers of Attorney (included on the signature 
                           pages hereof).


Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:


                                       2
<PAGE>


                  (i)  To include any prospectus required by Section 10(a)(3) 
                  of the Act;

                  (ii) To reflect  in the  prospectus  any  facts  or  events
                  arising  after  the  effective  date  of  the   Registration
                  Statement  (or  the  most  recent  post-effective  amendment
                  thereof) which, individually or in the aggregate,  represent
                  a  fundamental  change in the  information  set forth in the
                  Registration Statement; and

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not  apply  if  the   information   required   to  be   included  in  a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of  the  Exchange  Act  that  are  incorporated  by  reference  in  the
         Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
         Act,  each such  post-effective  amendment  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

              (4) That, for purposes of determining any liability under the Act,
         each filing of the Registrant's annual report pursuant to Section 13(a)
         or Section  15(d) of the  Exchange  Act (and,  where  applicable,  each
         filing of an employee  benefit plan's annual report pursuant to Section
         15(d) of the  Exchange  Act) that is  incorporated  by reference in the
         Registration  Statement  shall  be  deemed  to  be a  new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

         (b) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.




                                       3
<PAGE>



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  WILLIAM R. TOLLER,  WILLIAM E. MAHONEY,
MICHAEL D.  FULLWOOD or DUSTAN E. MCCOY  acting  severally,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to such Registration Statement, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Greenwich,  State of Connecticut,  on June 30,
1995.


                                              WITCO CORPORATION



                                             By: /s/ WILLIAM R. TOLLER
                                                 -----------------------------
                                                     William R. Toller
                                                     Chairman of the Board and
                                                     Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


PRINCIPAL EXECUTIVE OFFICERS:
<TABLE>
<CAPTION>


         Name                                        Title                                    Date
         ----                                        -----                                    ----
<S>                                         <C>                                         <C>    


/s/ WILLIAM R. TOLLER                       Chairman of the Board                       June 30, 1995
- ---------------------------                 and Chief Executive
     William R. Toller                      Officer; Director
                                            

/s/ WILLIAM E. MAHONEY                      Vice Chairman and Chief                     June 30, 1995
- --------------------------                  Operating Officer;
     William E. Mahoney                     Director
                                            


PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:


/s/ MICHAEL D. FULLWOOD                     Executive Vice President and                June 30, 1995
- ---------------------------                 Chief Financial Officer
     Michael D. Fullwood                    

</TABLE>



                                       4
<PAGE>


<TABLE>
<CAPTION>



         Name                                        Title                                    Date
         ----                                        -----                                    ----
<S>                                                  <C>                                <C>    


DIRECTORS:


/s/ WILLIAM J. ASHE                                  Director                           June 30, 1995
- ---------------------------
     William J. Ashe


/s/ SIMEON BRINBERG                                  Director                           June 30, 1995
- ---------------------------
     Simeon Brinberg


/s/ WILLIAM G. BURNS                                 Director                           June 30, 1995
- ---------------------------
     William G. Burns


/s/ WILLIAM R. GRANT                                 Director                           June 30, 1995
- ---------------------------
     William R. Grant


/s/ RICHARD M. HAYDEN                                Director                           June 30, 1995
- ---------------------------
     Richard M. Hayden


/s/ HARRY G. HOHN                                    Director                           June 30, 1995
- ---------------------------
     Harry G. Hohn


/s/ WILLIAM E. MAHONEY                               Director                           June 30, 1995
- ---------------------------
     William E. Mahoney


/s/ L. JOHN POLITE, JR.                              Director                           June 30, 1995
- ---------------------------
     L. John Polite, Jr.


/s/ DAN J. SAMUEL                                    Director                           June 30, 1995
- ---------------------------
     Dan J. Samuel


/s/ WILLIAM R. TOLLER                                Director                           June 30, 1995
- ---------------------------
     William R. Toller


/s/ BRUCE F. WESSON                                  Director                           June 30, 1995
- ---------------------------
     Bruce F. Wesson



/s/ WILLIAM WISHNICK                                 Director                           June 30, 1995
- ---------------------------                                                           
    William Wishnick

</TABLE>


                                       5
<PAGE>



                                 EXHIBIT INDEX



   Exhibit                 Description
   -------                 -----------

     4.1                   1995 Stock Option Plan for Employees of Witco 
                           Corporation and its Subsidiaries.

     4.2                   Form of Stock Option  Agreement  Under the 1995 
                           Stock Option Plan for Employees of Witco Corporation
                           and its Subsidiaries.

     4.3                   Restated   Certificate   of   Incorporation   of  the
                           Registrant   (incorporated   by   reference   to  the
                           Quarterly  Report on Form 10-Q for the quarter  ended
                           March 31, 1994).

     5                     Opinion  of  Cravath,  Swaine  &  Moore,  as to the 
                           legality  of the  securities  to be registered.

    15                     Letter re: unaudited interim financial information.

    23.1                   Consent of Ernst & Young LLP.

    23.2                   Consent of Cravath, Swaine & Moore (included in 
                           Exhibit 5).

    24                     Powers of Attorney (included on the signature 
                           pages hereof).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21872}]
{"company-data": {"conformed-name": "WITCO CORP", "cik": "0000107889", "assigned-sic": "2860", "irs-number": "131870000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60755", "film-number": "95551336"}, "business-address": {"street1": "520 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022-4236", "phone": "2126053800"}, "former-company": [{"former-conformed-name": "WITCO CHEMICAL CORP", "date-changed": "19851117"}, {"former-conformed-name": "WITCO CHEMICAL CO INC", "date-changed": "19681203"}]}
As filed with the Securities and Exchange Commission on June 30, 1995
                                                 Registration No. 33-     
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                    Under The
                             Securities Act of 1933
                                -----------------

                                WITCO CORPORATION

             (Exact name of registrant as specified in its charter)

                   Delaware                                13-1870000

         (State or other jurisdiction                   (I.R.S. Employer
       of incorporation or organization)               Identification No.)

               One American Lane
            Greenwich, Connecticut                         06831-2559

   (Address of Principal Executive Offices)                (Zip Code)

                                -----------------

            1995 Stock Option Plan for Employees of Witco Corporation
                       and its Subsidiaries (the "Plan")

                            (Full title of the plan)

                                -----------------

                              David G. Ormsby, Esq.
                             CRAVATH, SWAINE & MOORE
                                 Worldwide Plaza
                                825 Eighth Avenue
                            New York, New York 10019

                     (Name and address of agent for service)

                                  212-474-1000

          (Telephone number, including area code, of agent for service)

                                -----------------

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                              Proposed            Proposed
                                         Amount of            maximum              maximum
                                           shares             offering            aggregate           Amount of
        Title of securities                to be             price per            offering           registration
         to be registered                registered            share                price                fee
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, par value                                               
$5.00 per share                          2,600,000           $ 31.9375(1)         $ 83,037,500.00       $ 28,633.62
=====================================================================================================================
(1)  Estimated  solely for the purpose of determining the  registration  fee and
     based on the  average  of the high and low prices of the  Company's  Common
     Stock reported on the New York Stock Exchange on June 26, 1995.
PART II

Item 3.  Incorporation of Documents by Reference

         This  Registration  Statement  incorporates  herein  by  reference  the
following  documents  which  have been filed with the  Securities  and  Exchange
Commission (the "Commission") by Witco Corporation as Registrant:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the fiscal
                   year ended  December  31, 1994 (the "1994 Annual Report");

         (b)      The Registrant's Quarterly Report on Form 10-Q for the period
                  ended March 31, 1995;

         (c)      The description of the  Registrant's  Common Stock,  par value
                  $5.00 per share,  contained in the  Registrant's  Registration
                  Statement  on Form 10,  filed  pursuant  to  Section 12 of the
                  Exchange Act, that became effective on July 16, 1962; and

         (d)      The description of the Rights to Purchase Cumulative Preferred
                  Stock, contained in the Registrant's Registration Statement on
                  Form 8-A, dated March 3, 1995.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of the post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Subsection  (a)  of  Section  145  of the  General  Corporation  Law of
Delaware empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
cause to believe his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the  defense or  settlement  of such action or suit if he acted
under similar standards, except that no indemnification shall be made in respect
of any claim,  issue or matter as to which such person shall have been  adjudged
to be liable for negligence or misconduct in the  performance of his duty to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall  determine that despite the
adjudication  of  liability  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which the court shall deem proper.

                                       1
Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled; and that the corporation may purchase and maintain insurance on behalf
of a director  or officer of the  corporation  against  any  liability  asserted
against him or incurred by him in any such capacity or arising out of his status
as such whether or not the  corporation  would have the power to  indemnify  him
against such liabilities under Section 145.

         The Restated Certificate of Incorporation of the Registrant,  provides,
in  effect,  that,  to the  extent  and under  the  circumstances  permitted  by
subsections  (a) and (b) of Section  145 of the General  Corporation  Law of the
State of Delaware,  the Company (i) shall  indemnify  any person who was or is a
party or is  threatened  to be made a party to any  action,  suit or  proceeding
described in  subsections  (a) and (b) by reason of the fact that he is or was a
director or officer of the Registrant  against  expenses,  judgments,  fines and
amounts paid in  settlement,  and (ii) may  indemnify any person who was or is a
party or is threatened to be made a party to any such action, suit or proceeding
if such person was an employee or agent of the  Registrant and is or was serving
at the request of the  Registrant as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The  following  documents  are  filed  as a part of  this  Registration
Statement:

   Exhibit                 Description
   -------                 -----------
   

     4.1                   1995 Stock Option Plan for Employees of Witco 
                           Corporation and its Subsidiaries.

     4.2                   Form of Stock Option  Agreement  Under the 1995 
                           Stock Option Plan for Employees of Witco Corporation
                           and its Subsidiaries.

     4.3                   Restated   Certificate   of   Incorporation   of  the
                           Registrant   (incorporated   by   reference   to  the
                           Quarterly  Report on Form 10-Q for the quarter  ended
                           March 31, 1994).

     5                     Opinion  of  Cravath,  Swaine  &  Moore,  as to the 
                           legality  of the  securities  to be registered.

    15                     Letter re: unaudited interim financial information.

    23.1                   Consent of Ernst & Young LLP.

    23.2                   Consent of Cravath, Swaine & Moore (included in 
                           Exhibit 5).

    24                     Powers of Attorney (included on the signature 
                           pages hereof).

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                                       2
(i)  To include any prospectus required by Section 10(a)(3) 
                  of the Act;

                  (ii) To reflect  in the  prospectus  any  facts  or  events
                  arising  after  the  effective  date  of  the   Registration
                  Statement  (or  the  most  recent  post-effective  amendment
                  thereof) which, individually or in the aggregate,  represent
                  a  fundamental  change in the  information  set forth in the
                  Registration Statement; and

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not  apply  if  the   information   required   to  be   included  in  a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section 15(d)
         of  the  Exchange  Act  that  are  incorporated  by  reference  in  the
         Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
         Act,  each such  post-effective  amendment  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

              (4) That, for purposes of determining any liability under the Act,
         each filing of the Registrant's annual report pursuant to Section 13(a)
         or Section  15(d) of the  Exchange  Act (and,  where  applicable,  each
         filing of an employee  benefit plan's annual report pursuant to Section
         15(d) of the  Exchange  Act) that is  incorporated  by reference in the
         Registration  Statement  shall  be  deemed  to  be a  new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

         (b) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       3
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  WILLIAM R. TOLLER,  WILLIAM E. MAHONEY,
MICHAEL D.  FULLWOOD or DUSTAN E. MCCOY  acting  severally,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to such Registration Statement, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Greenwich,  State of Connecticut,  on June 30,
1995.

                                              WITCO CORPORATION

                                             By: /s/ WILLIAM R. TOLLER
                                                 -----------------------------
                                                     William R. Toller
                                                     Chairman of the Board and
                                                     Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

PRINCIPAL EXECUTIVE OFFICERS:
Name                                        Title                                    Date
         ----                                        -----                                    ----
/s/ WILLIAM R. TOLLER                       Chairman of the Board                       June 30, 1995
- ---------------------------                 and Chief Executive
     William R. Toller                      Officer; Director
                                            

/s/ WILLIAM E. MAHONEY                      Vice Chairman and Chief                     June 30, 1995
- --------------------------                  Operating Officer;
     William E. Mahoney                     Director
                                            

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/ MICHAEL D. FULLWOOD                     Executive Vice President and                June 30, 1995
- ---------------------------                 Chief Financial Officer
     Michael D. Fullwood
4
Name                                        Title                                    Date
         ----                                        -----                                    ----
DIRECTORS:

/s/ WILLIAM J. ASHE                                  Director                           June 30, 1995
- ---------------------------
     William J. Ashe

/s/ SIMEON BRINBERG                                  Director                           June 30, 1995
- ---------------------------
     Simeon Brinberg

/s/ WILLIAM G. BURNS                                 Director                           June 30, 1995
- ---------------------------
     William G. Burns

/s/ WILLIAM R. GRANT                                 Director                           June 30, 1995
- ---------------------------
     William R. Grant

/s/ RICHARD M. HAYDEN                                Director                           June 30, 1995
- ---------------------------
     Richard M. Hayden

/s/ HARRY G. HOHN                                    Director                           June 30, 1995
- ---------------------------
     Harry G. Hohn

/s/ WILLIAM E. MAHONEY                               Director                           June 30, 1995
- ---------------------------
     William E. Mahoney

/s/ L. JOHN POLITE, JR.                              Director                           June 30, 1995
- ---------------------------
     L. John Polite, Jr.

/s/ DAN J. SAMUEL                                    Director                           June 30, 1995
- ---------------------------
     Dan J. Samuel

/s/ WILLIAM R. TOLLER                                Director                           June 30, 1995
- ---------------------------
     William R. Toller

/s/ BRUCE F. WESSON                                  Director                           June 30, 1995
- ---------------------------
     Bruce F. Wesson

/s/ WILLIAM WISHNICK                                 Director                           June 30, 1995
- ---------------------------                                                           
    William Wishnick
5
EXHIBIT INDEX

   Exhibit                 Description
   -------                 -----------

     4.1                   1995 Stock Option Plan for Employees of Witco 
                           Corporation and its Subsidiaries.

     4.2                   Form of Stock Option  Agreement  Under the 1995 
                           Stock Option Plan for Employees of Witco Corporation
                           and its Subsidiaries.

     4.3                   Restated   Certificate   of   Incorporation   of  the
                           Registrant   (incorporated   by   reference   to  the
                           Quarterly  Report on Form 10-Q for the quarter  ended
                           March 31, 1994).

     5                     Opinion  of  Cravath,  Swaine  &  Moore,  as to the 
                           legality  of the  securities  to be registered.

    15                     Letter re: unaudited interim financial information.

    23.1                   Consent of Ernst & Young LLP.

    23.2                   Consent of Cravath, Swaine & Moore (included in 
                           Exhibit 5).

    24                     Powers of Attorney (included on the signature 
                           pages hereof).