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 (Date of earliest event reported):  June 28, 1996
        
                              BetzDearborn Inc.
              (Exact Name of Registrant as Specified in Charter)

                  Pennsylvania                0-2085         23-1503731 
          (State or Other Jurisdiction     (Commission     (IRS Employer   
           of Incorporation)                File Number)   Identification No.)

               4636 Somerton Road, Trevose, PA              19053   
              (Address of Principal Executive Offices)    (Zip Code)     

          Registrant's telephone number, including area code: (215) 355-3300

                           Betz Laboratories, Inc.
          (Former Name or Former Address, if Changed Since Last Report)


          ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

                    On June 28, 1996, pursuant to the Grace Dear-
          born Worldwide Purchase and Sale Agreement, dated as of
          March 11, 1995, by and between W. R. Grace & Co.-Conn.
          ("Grace"), a Connecticut corporation and wholly-owned
          subsidiary of W. R. Grace & Co., and Betz Laboratories,
          Inc., a Pennsylvania corporation (the "Company"), the
          Company and certain of its subsidiaries acquired (the
          "Acquisition") certain assets and liabilities comprising
          the Dearborn water treatment business (the "Dearborn
          Business") from Grace and certain of Grace's subsidiaries
          for a purchase price of $632 million, subject to certain
          adjustments, of which (i) $100 million was paid in the
          form of a promissory note (maturing on January 2, 1997),
          that is secured by a letter of credit issued under the
          Credit Agreement (as defined herein), (ii) $1.6 million
          was paid in the form of a promissory note (which matured
          on July 9, 1996) and (iii) the remainder was paid in
          cash.  The purchase price was established through arms-
          length negotiations between Grace and the Company.  The
          Company intends to combine the Dearborn Business with its
          current operations and use the assets acquired in the
          Acquisition, including certain manufacturing facilities,
          in the operation of the combined business.  Immediately
          following the Acquisition, the Company changed its name
          from Betz Laboratories, Inc. to BetzDearborn Inc.

                    Prior to the consummation of the Acquisition,
          the Company, Betz Canada Inc., a wholly-owned subsidiary
          of the Company ("Betz Canada"), the banks parties thereto
          and Morgan Guaranty Trust Company of New York, as Agent,
          entered into a credit agreement, dated as of June 20,
          1996 (the "Credit Agreement"), which provides for a five-
          year unsecured revolving credit facility in an initial
          amount of $750 million that reduces to $550 million after
          two years.  On June 28, 1996, the Company and Betz Canada
          borrowed approximately $560 million under the Credit
          Agreement in order to finance the Acquisition.

                    The loans under the Credit Agreement have a
          maturity date of July 8, 2001 (subject to partial manda-
          tory prepayment, if necessary, upon reduction in the
          maximum amount of the banks' commitments on June 28, 1998
          to $550 million).  In the event that the banks' commit-
          ments exceed $550 million, such commitments are subject
          to mandatory reduction (but not below $550 million) by
          amounts equal to 75% of the net cash proceeds realized by
          the Company or its subsidiaries from certain incurrences
          of long-term debt, certain issuances of equity securities
          and securitization transactions.  Under the terms of the
          Credit Agreement, the Company is required to meet certain
          financial tests and comply with certain other covenants
          of a customary nature.

                    The foregoing description of certain terms and
          provisions of the Credit Agreement is qualified in its
          entirety by reference to the text of the Credit Agree-
          ment, a copy of which is filed as Exhibit 10.1 hereto.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

                    (a)  Financial Statements of Business Acquired. 
          The Company has determined that it is impracticable to
          provide the financial statements of the Dearborn Business
          which are required to be reported in this Current Report
          on Form 8-K.  The Company will file the required finan-
          cial statements under cover of an amendment to this Form
          8-K as soon as practicable but in no event later than
          September 13, 1996.

                    (b)  Pro Forma Financial Information.   The
          Company has determined that it is impracticable to pro-
          vide the pro forma financial information required to be
          reported in this Current Report on Form 8-K.  The Company
          will file the required pro forma financial information
          under cover of an amendment to this Current Report on
          Form 8-K as soon as practicable but in no event later
          than September 13, 1996.

                    (c)  Exhibits.

          2.1       Grace Dearborn Worldwide Purchase and Sale
                    Agreement, dated as of March 11, 1996, by and
                    between Grace and the Company (previously filed
                    as Exhibit 2.1 to the Company's Current Report
                    on Form 8-K/A filed by the Company on March 29,
                    1996 and incorporated herein by reference.)

          10.1      Credit Agreement, dated as of June 20, 1996, by
                    and among the Company, Betz Canada Inc., the
                    banks parties thereto and Morgan Guaranty Trust
                    Company of New York, as Agent.


                                   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.

          Date:  July 12, 1996

                                        BETZDEARBORN INC.

                                        By: /s/ William R. Cook    
                                           Name:   William R. Cook
                                           Title:  Chairman, President and
                                                   Chief Executive Officer


          EXHIBIT INDEX
          EXHIBIT                                                  PAGE NO.

          2.1         Grace Dearborn Worldwide Purchase and
                      Sale Agreement, dated as of March 11,
                      1996, by and between Grace and the Compa-
                      ny (previously filed as Exhibit 2.1 to
                      the Company's Current Report on Form 8-
                      K/A filed by the Company on March 29,
                      1996 and incorporated herein by refer-
                      ence.)

          10.1        Credit Agreement, dated as of June 20,
                      1996, by and among the Company, Betz Can-
                      ada Inc., the banks parties thereto and
                      Morgan Guaranty Trust Company of New
                      York, as Agent.
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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 (Date of earliest event reported):  June 28, 1996
        
                              BetzDearborn Inc.
              (Exact Name of Registrant as Specified in Charter)

                  Pennsylvania                0-2085         23-1503731 
          (State or Other Jurisdiction     (Commission     (IRS Employer   
           of Incorporation)                File Number)   Identification No.)

               4636 Somerton Road, Trevose, PA              19053   
              (Address of Principal Executive Offices)    (Zip Code)     

          Registrant's telephone number, including area code: (215) 355-3300

                           Betz Laboratories, Inc.
          (Former Name or Former Address, if Changed Since Last Report)

          ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

                    On June 28, 1996, pursuant to the Grace Dear-
          born Worldwide Purchase and Sale Agreement, dated as of
          March 11, 1995, by and between W. R. Grace & Co.-Conn.
          ("Grace"), a Connecticut corporation and wholly-owned
          subsidiary of W. R. Grace & Co., and Betz Laboratories,
          Inc., a Pennsylvania corporation (the "Company"), the
          Company and certain of its subsidiaries acquired (the
          "Acquisition") certain assets and liabilities comprising
          the Dearborn water treatment business (the "Dearborn
          Business") from Grace and certain of Grace's subsidiaries
          for a purchase price of $632 million, subject to certain
          adjustments, of which (i) $100 million was paid in the
          form of a promissory note (maturing on January 2, 1997),
          that is secured by a letter of credit issued under the
          Credit Agreement (as defined herein), (ii) $1.6 million
          was paid in the form of a promissory note (which matured
          on July 9, 1996) and (iii) the remainder was paid in
          cash.  The purchase price was established through arms-
          length negotiations between Grace and the Company.  The
          Company intends to combine the Dearborn Business with its
          current operations and use the assets acquired in the
          Acquisition, including certain manufacturing facilities,
          in the operation of the combined business.  Immediately
          following the Acquisition, the Company changed its name
          from Betz Laboratories, Inc. to BetzDearborn Inc.

                    Prior to the consummation of the Acquisition,
          the Company, Betz Canada Inc., a wholly-owned subsidiary
          of the Company ("Betz Canada"), the banks parties thereto
          and Morgan Guaranty Trust Company of New York, as Agent,
          entered into a credit agreement, dated as of June 20,
          1996 (the "Credit Agreement"), which provides for a five-
          year unsecured revolving credit facility in an initial
          amount of $750 million that reduces to $550 million after
          two years.  On June 28, 1996, the Company and Betz Canada
          borrowed approximately $560 million under the Credit
          Agreement in order to finance the Acquisition.

                    The loans under the Credit Agreement have a
          maturity date of July 8, 2001 (subject to partial manda-
          tory prepayment, if necessary, upon reduction in the
          maximum amount of the banks' commitments on June 28, 1998
          to $550 million).  In the event that the banks' commit-
          ments exceed $550 million, such commitments are subject
          to mandatory reduction (but not below $550 million) by
          amounts equal to 75% of the net cash proceeds realized by
          the Company or its subsidiaries from certain incurrences
          of long-term debt, certain issuances of equity securities
          and securitization transactions.  Under the terms of the
          Credit Agreement, the Company is required to meet certain
          financial tests and comply with certain other covenants
          of a customary nature.

                    The foregoing description of certain terms and
          provisions of the Credit Agreement is qualified in its
          entirety by reference to the text of the Credit Agree-
          ment, a copy of which is filed as Exhibit 10.1 hereto.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

                    (a)  Financial Statements of Business Acquired. 
          The Company has determined that it is impracticable to
          provide the financial statements of the Dearborn Business
          which are required to be reported in this Current Report
          on Form 8-K.  The Company will file the required finan-
          cial statements under cover of an amendment to this Form
          8-K as soon as practicable but in no event later than
          September 13, 1996.

                    (b)  Pro Forma Financial Information.   The
          Company has determined that it is impracticable to pro-
          vide the pro forma financial information required to be
          reported in this Current Report on Form 8-K.  The Company
          will file the required pro forma financial information
          under cover of an amendment to this Current Report on
          Form 8-K as soon as practicable but in no event later
          than September 13, 1996.

                    (c)  Exhibits.

          2.1       Grace Dearborn Worldwide Purchase and Sale
                    Agreement, dated as of March 11, 1996, by and
                    between Grace and the Company (previously filed
                    as Exhibit 2.1 to the Company's Current Report
                    on Form 8-K/A filed by the Company on March 29,
                    1996 and incorporated herein by reference.)

          10.1      Credit Agreement, dated as of June 20, 1996, by
                    and among the Company, Betz Canada Inc., the
                    banks parties thereto and Morgan Guaranty Trust
                    Company of New York, as Agent.

                                   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.

          Date:  July 12, 1996

                                        BETZDEARBORN INC.

                                        By: /s/ William R. Cook    
                                           Name:   William R. Cook
                                           Title:  Chairman, President and
                                                   Chief Executive Officer

          EXHIBIT INDEX
          EXHIBIT                                                  PAGE NO.

          2.1         Grace Dearborn Worldwide Purchase and
                      Sale Agreement, dated as of March 11,
                      1996, by and between Grace and the Compa-
                      ny (previously filed as Exhibit 2.1 to
                      the Company's Current Report on Form 8-
                      K/A filed by the Company on March 29,
                      1996 and incorporated herein by refer-
                      ence.)

          10.1        Credit Agreement, dated as of June 20,
                      1996, by and among the Company, Betz Can-
                      ada Inc., the banks parties thereto and
                      Morgan Guaranty Trust Company of New
                      York, as Agent.