<PAGE>   1




                                                            Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                           CHURCH & DWIGHT CO., INC. 
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


DELAWARE                                              13-4996950 
- -------------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

          469 NORTH HARRISON STREET, PRINCETON, NEW JERSEY 08543-5297
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                       1994 INCENTIVE STOCK OPTION PLAN                      
- -------------------------------------------------------------------------------
                            (Full title of the plan)

                             MARK A. BILAWSKY, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           CHURCH & DWIGHT CO., INC.
                           469 NORTH HARRISON STREET
                       PRINCETON, NEW JERSEY 08543-5297
- -------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (609) 683-5900                                 
- -------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                             Stewart E. Lavey, Esq.
                             Shanley & Fisher, P.C.
                               131 Madison Avenue
                          Morristown, New Jersey 07962

                             --------------------
<TABLE>
<Caption
                                      CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
                                              PROPOSED              PROPOSED
TITLE OF                                      MAXIMUM               MAXIMUM
SECURITIES                AMOUNT              OFFERING              AGGREGATE             AMOUNT OF
TO BE                     TO BE               PRICE PER             OFFERING              REGISTRA-
REGISTERED                REGISTERED          SHARE*                PRICE*                TION FEE  
- ----------                ----------          -----------           -----------           ----------
<S>                       <C>                 <C>                   <C>                   <C>
Common                    1,000,000           $20.75                $20,750,000           $7,155.17
Stock, $1.00              shares
par value                                                                                    
- ---------------------------------------------------------------------------------------------------------
</TABLE>
*  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the average of the high and low prices of
such shares as reported on the New York Stock Exchange on June 6,
1995.
<PAGE>   2
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


                 Documents relating to the Church & Dwight Co., Inc. 1994
Incentive Stock Option Plan (the "Option Plan") and containing the information
specified in Part I of Form S-8 will be sent or given to participants in the
Option Plan, as specified by Rule 428(b)(1), and are not filed as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.  These documents, and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                 There is filed following this Part I as part of this
registration statement a Prospectus meeting the requirements of Part I of Form
S-3 which may be used for the offer and sale of shares of common stock that may
be acquired pursuant to the Option Plan by participants in such plan who may be
deemed to be "affiliates" of the registrant, as defined in Rule 405 under the
Securities Act.

<PAGE>   3

PROSPECTUS


                           CHURCH & DWIGHT CO., INC.
                                1,000,000 SHARES
                                  COMMON STOCK
                               ($1.00 PAR VALUE)

                 This Prospectus relates to 1,000,000 shares of the Common
Stock, $1.00 par value ("Common Stock"), of Church & Dwight Co., Inc. (the
"Company") which have been or may be issued pursuant to the Company's 1994
Incentive Stock Option Plan (the "Option Plan").  The Common Stock may be
offered from time to time for the account of certain persons (collectively, the
"Selling Stockholders") identified in this Prospectus or any supplement hereto
under the caption "Selling Stockholders".  The Company will receive no proceeds
from this offering.

                 Under the Company's Restated Certificate of Incorporation, as
amended, a holder of Common Stock is entitled to four votes for each share of
Common Stock held of record by such holder on the record date for a meeting of
stockholders, provided such share has had the same beneficial owner or owners
for a period of at least forty-eight consecutive calendar months preceding such
record date.  Holders of shares which have not been so held on such record date
generally will be entitled to one vote for each such share.  In addition, the
original beneficial owners of newly issued shares of Common Stock or shares
transferred from the Company's treasury, if issued pursuant to a public
offering of Common Stock, or upon conversion into Common Stock of publicly
offered convertible securities, or as part of the consideration paid by the
Company for its acquisition of any stock or assets of any other entity, are
entitled to four votes per share, unless, in each such case, the Company's
Board of Directors otherwise determines at the time of issuance or transfer of
such shares, in which case each such share will be entitled to one vote.
Reference is made to the description of Common Stock contained in Item 1 of the
Company's Registration Statement on Form 8-A dated August 10, 1990, which Item
is incorporated herein by reference.

                 The Selling Stockholders and the brokers executing sell orders
on behalf of the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Act"), in which
event commissions received by such brokers may be deemed to be underwriting
commissions under the Act.

                               _________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR NOR HAS THE
COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>   4
                                      
                              _________________

                 This Prospectus does not constitute an offer to sell
securities in any State to any person to whom it is unlawful to make such an
offer in such State.

                 Neither the delivery of this Prospectus, nor any sale made
hereunder, shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof.  No person
is authorized to give any information or to make any representations other than
those contained in this Prospectus, and any information, data or
representations other than those contained in this Prospectus, and any
information, data or representations not contained herein must not be relied
upon as having been authorized by the Company.

                              _________________
                                      
                THE DATE OF THIS PROSPECTUS IS JUNE 12, 1995.
                                      
                                      
                                      
                                      
                                      
                                     -2-

<PAGE>   5

                             AVAILABLE INFORMATION

                 Church & Dwight Co., Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  Such reports, proxy statements and other information filed
by the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549; and at the regional offices of the Commission at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.  The Company's Common Stock is listed on the New
York Stock Exchange, and reports, proxy statements and other information
concerning the Company also may be inspected at the offices of such Exchange.

                 The Company has filed a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Common Stock offered
hereby.  This Prospectus does not contain all of the information set forth in
the Registration Statement.  For further information, reference is made to the
Registration Statement and the exhibits incorporated therein by reference or
filed as a part thereof.  Statements contained herein concerning any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement.  Each
such statement is qualified in its entirety by such reference.  Copies of the
Registration Statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the public reference
facilities of the Commission described above.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                 There are incorporated by reference herein (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
filed pursuant to the Exchange Act.  There are also incorporated by reference
herein (i) the description of the Company's Rights to Purchase Junior
Participating Cumulative Preferred Stock contained in Item 1 of its Registration
Statement on Form 8-A dated April 27, 1989 and (ii) the description of Common
Stock contained in Item 1 of its Registration Statement on Form 8-A dated August
10, 1990, filed pursuant to the Exchange Act, and any amendment or report filed
for the purpose of updating those descriptions.  All documents filed by





                                      -3-

<PAGE>   6

the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is also incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

                 The Company will provide without charge, upon written or oral
request, to each person to whom a copy of this Prospectus is delivered, a copy
of any of the documents incorporated by reference herein (not including the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents).  Requests should be directed to Mark A.
Bilawsky, Esq., Vice President, General Counsel and Secretary, Church & Dwight
Co., Inc., 469 North Harrison Street, Princeton, New Jersey 08543-5297,
telephone (609) 683-5900.

                                  THE COMPANY

                 The Company was incorporated in Delaware in 1925 as the
successor to a business founded in 1846.  The Company is the world's leading
producer of sodium bicarbonate, popularly known as baking soda, a versatile
chemical which performs a broad range of functions such as cleaning,
deodorizing, leavening and buffering.  The Company specializes in sodium
bicarbonate and sodium bicarbonate-based products, along with other products
which use the same raw materials or technology or are sold into the same
markets.

                 The Company sells its products, primarily under the ARM &
HAMMER registered trademark, to consumers through supermarkets, drug stores and
mass merchandisers, and to industrial customers and distributors.  ARM & HAMMER
is the registered trademark for a line of consumer products which includes ARM
& HAMMER(R) Baking Soda, ARM & HAMMER DENTAL CARE(R), ARM & HAMMER(R) Carpet
and Room Deodorizer, ARM & HAMMER(R) Deodorizer Spray and ARM & HAMMER(R)
Laundry Detergent.  The ARM & HAMMER trademark is also used for a line of
specialty products produced for use in industrial markets and animal feed, the
most important of which are sodium bicarbonate and ammonium bicarbonate.

                 The Company's principal executive offices are located at 469
North Harrison Street, Princeton, New Jersey 08543- 5297, telephone (609)
683-5900.





                                      -4-

<PAGE>   7

                              SELLING STOCKHOLDERS

                 Shares of Common Stock offered by the Selling Stockholders
pursuant hereto have been or may be acquired from the Company pursuant to the
exercise of stock options granted by the Company under its 1994 Incentive Stock
Option Plan (the "Option Plan").

                 The table set forth below shows (i) the names of each of the
Selling Stockholders, (ii) the number of shares of Common Stock beneficially
owned by the Selling Stockholders as of April 30, 1995, (iii) the number of
shares of Common Stock which may be acquired by the Selling Stockholders
pursuant to options granted and currently outstanding under the Option Plan and
offered hereby (the "Option Shares"), and (iv) the number of shares of Common
Stock to be beneficially owned by the Selling Stockholders after completion of
this offering (assuming all Option Shares offered hereby are sold in accordance
herewith).  Information as to security holdings by the Selling Stockholders is
based on information provided by the Selling Stockholders.

<TABLE>
<CAPTION>
                                                            Option
                                                            Shares
                                Common Stock                Which May                  Common Stock
                                Beneficially                Be Acquired                Beneficially
                                Owned Prior                 and Offered                Owned After
Name                            to Offering                 Hereby (1)                 Offering    
- ----                            ------------                -----------                ------------
<S>                               <C>                          <C>                      <C>
Dwight C. Minton                  770,809(1)(2)                66,300                   770,809
</TABLE>

_________________________
(1)  Option Shares set forth in the table reflect Option Shares underlying
options granted under the Option Plan which vest and become exercisable
periodically, commencing December 21, 1997, and are not included under the
heading "Common Stock Beneficially Owned Prior to Offering."

(2)  Includes 62,070 shares owned by Mr. Minton as trustee or custodian.
Includes 82,348 shares owned by his wife and 81,140 shares owned by his
daughters, as to which shares he disclaims any beneficial interest.  Includes
Mr. Minton's interest in 9,731 shares under the Company's Employee Stock
Purchase Plan and 207,032 shares which Mr. Minton has rights to purchase under
the Company's 1983 Stock Option Plan.  Includes Mr. Minton's interest in 62,627
shares under the Company's Investment Savings and Profit Sharing Plans (which
shares may be voted by participants).

                 Mr. Minton has been a director and officer of the Company for
more than five years.  Mr. Minton presently owns approximately 3.90% of
outstanding Common Stock.  After giving effect to this offering, and assuming
all shares offered hereby by Mr. Minton are sold, Mr. Minton will own
approximately 3.90% of outstanding Common Stock.





                                      -5-

<PAGE>   8

                              PLAN OF DISTRIBUTION

                 The Company will receive no proceeds from this offering.  The
Company has been advised by the Selling Stockholders that they may sell all or
a portion of the shares offered hereby from time to time in the open market and
that sales will be made at prices prevailing at the time of such sales.  The
Selling Stockholders also may make private sales directly.  Selling
Stockholders and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act.  The exact terms of such
distribution including the name of the Selling Stockholder and the number of
shares being sold will be included in supplements to this Prospectus.

                 The Company has informed the Selling Stockholders that Rules
10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to their
sales in the market, has furnished each Selling Stockholder with a copy of such
rules and has informed them of the possible need for delivery of copies of this
Prospectus together with any supplement(s) hereto.

                 There is no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.

                 The Company will pay all expenses incident to the offer and
sale of the Common Stock to the public other than commissions and discounts of
underwriters, dealers or agents.

                                    EXPERTS

                 The consolidated financial statements and the related
financial statement schedule of the Company included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, and incorporated by
reference in this Prospectus and elsewhere in the Registration Statement of
which this Prospectus is a part, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports with respect thereto, and have
been incorporated herein in reliance upon such reports and upon the authority
of said firm as experts in accounting and auditing.
                      
                                 LEGAL MATTERS

                 Certain matters with respect to legality of the shares of
Common Stock offered hereby have been passed upon for the Company by Shanley &
Fisher, P.C., Morristown, New Jersey.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 The Company indemnifies officers and directors in connection
with actions, suits or proceedings brought against them by a third party or in
the right of the Company, by reason of the fact that they were or are such
directors or officers, against expenses,





                                      -6-

<PAGE>   9

judgments, fines and amounts paid in settlement actually and reasonably
incurred in any such action, suit or proceeding.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Securities Act
and is, therefore, unenforceable.





                                      -7-

<PAGE>   10

                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 There are incorporated by reference herein (i) the
registrant's Annual Report on Form 10-K for the year ended December 31, 1994
and (ii) the registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act").  There are also incorporated by reference herein (i) Item 1 of
the registrant's Registration Statement on Form 8-A dated April 27, 1989 and
(ii) Item 1 of the registrant's Registration Statement on Form 8-A dated August
10, 1990, filed pursuant to the Exchange Act, and any amendment or report filed
for the purpose of updating those descriptions.  All documents filed by the
registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the filing of a 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.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document which is also incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.


ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not Applicable


ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 None.


ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The registrant is organized under the laws of the State of
Delaware.  The Delaware General Corporation Law, as amended (the





                                      II-1

<PAGE>   11

"GCL"), provides that a Delaware corporation has the power generally to
indemnify any of its directors, officers, employees and other agents against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any action, suit or
proceeding in which such person was or is a party or is threatened to be made a
party by reason of his being a director, officer, employee or agent of the
corporation, other than a proceeding by or in the right of the corporation, if
such person 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 proceeding, such person had no reasonable cause to believe his
conduct was unlawful.  In the case of an action or suit brought by or in the
right of the corporation, indemnification of any director, officer, employee
and other agent against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit is
permitted if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation;
however, no indemnification is permitted in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Delaware Court of Chancery,
or the court in which such action or suit was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
such indemnification.  Expenses incurred by an officer or director in defending
any action, suit or proceeding may be, under certain circumstances, paid by the
corporation in advance of the final disposition of the action, suit or
proceeding as authorized by the board of directors.  The power to indemnify and
advance expenses under the GCL does not exclude other rights to which a
director, officer, employee or other agent of the corporation may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors,
or otherwise.

                 Under the GCL, a Delaware corporation has the power to
purchase and maintain insurance on behalf of any director, officer, employee or
other agent against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation has the power to indemnify him against such liability under the
GCL.  A Delaware corporation also may, with certain limitations, set forth in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of a fiduciary duty as a director.

                 Reference is made to Sections 145 and 102(a)(7) of the GCL in
connection with the above summary of indemnification and insurance.





                                      II-2

<PAGE>   12

                 Article SEVENTH of the registrant's Restated Certificate of
Incorporation, as amended, and Article IX of the registrant's By-Laws, as
amended, provide generally for indemnification of the officers and directors of
the registrant to the fullest extent permitted by the GCL.

                 The directors and officers of the registrant are insured by
policies purchased by the registrant against liability and expenses incurred in
their capacity as directors or officers.


ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.


ITEM 8.          EXHIBITS.

                 4.1      Church & Dwight Co., Inc. 1994 Incentive Stock Option
                          Plan

                 4.2      Form of Church & Dwight Co., Inc. 1994 Incentive
                          Stock Option Plan Stock Option Agreement

                 5        Opinion of Shanley & Fisher, P.C.

                 23.1     Consent of Shanley & Fisher, P.C. (included in
                          Exhibit 5)

                 23.2     Consent of Deloitte & Touche LLP

                 24       Powers of Attorney


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:

                          (i)       To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

                          (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;





                                      II-3

<PAGE>   13

                          (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 registration statement is on Form S-3, Form  S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2)      That, for the purposes of determining any liability
under the Securities Act of 1933, 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.

                 (b)      The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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.

                 (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 against the
registrant 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





                                      II-4

<PAGE>   14

the Securities Act of 1933 and will be governed by the final adjudication of
such issue.





                                      II-5

<PAGE>   15


                                   SIGNATURES

                 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 Township of Princeton, State of New Jersey on the 9th
day of June, 1995.

                                                CHURCH & DWIGHT CO., INC.


                                                By:/s/ Dwight C. Minton
                                                   -----------------------------
                                                   Dwight C. Minton
                                                   Chairman of the Board,
                                                   Chief Executive Officer and
                                                   President and Director


                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>
     SIGNATURE                     CAPACITY IN WHICH SIGNED              DATE
<S>                                <C>                                          <C>
/s/ Dwight C. Minton               Chairman of the Board,                       June 9, 1995
- ----------------------             Chief Executive
Dwight C. Minton                   Officer and President
                                   and Director



/s/ Anthony P. Deasey              Vice President Finance                       June 9, 1995
- ----------------------             and Chief Financial Officer
Anthony P. Deasey


/s/ Mark L. Stolp                  Controller                                   June 9, 1995
- ----------------------
Mark L. Stolp


          *                        Director
- ----------------------                                                          June 9, 1995
Cyril C. Baldwin, Jr.


          *                        Director                                     June 9, 1995
- ----------------------
William R. Becklean


          *                        Director                                     June 9, 1995
- ----------------------                           
Robert H. Beeby
</TABLE>





                                      II-6

<PAGE>   16


<TABLE>
<S>                                <C>
          *                        Director              June 9, 1995
- ----------------------
Rosina B. Dixon, M.D.


          *                        Director              June 9, 1995
- ----------------------
J. Richard Leaman, Jr.


          *                        Director              June 9, 1995
- ----------------------
John D. Leggett III


          *                        Director              June 9, 1995
- ----------------------
Robert A. McCabe


          *                        Director              June 9, 1995
- ----------------------
Dean P. Phypers


          *                        Director              June 9, 1995
- ----------------------
Jarvis J. Slade


          *                        Director              June 9, 1995
- ----------------------                           
John O. Whitney
</TABLE>


Dwight C. Minton hereby signs this Registration Statement on Form S-8 on behalf
of each of the indicated persons for whom he is attorney-in-fact on June 9,
1995 pursuant to a power of attorney filed herewith.


*By:/s/ Dwight C. Minton
    ------------------------
    Dwight C. Minton
    Attorney-in-Fact





                                      II-7

<PAGE>   17

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit                                               Page
- -------                                               ----
<S>            <C>
4.1            Church & Dwight Co., Inc.
               1994 Incentive Stock Option Plan


4.2            Form of Church & Dwight Co., Inc.
               1994 Incentive Stock Option Plan
               Stock Option Agreement


5              Opinion of Shanley & Fisher, P.C.


23.1           Consent of Shanley & Fisher, P.C.
               (included in Exhibit 5)


23.2           Consent of Deloitte & Touche LLP


24             Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 / CHURCH & DWIGHT CO.", "secsgml_size_bytes": 36461}]
{"company-data": {"conformed-name": "CHURCH & DWIGHT CO INC /DE/", "cik": "0000313927", "assigned-sic": "2810", "irs-number": "134996950", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60147", "film-number": "95546403"}, "business-address": {"street1": "469 N HARRISON ST", "city": "PRINCETON", "state": "NJ", "zip": "08543-5297", "phone": "6096835900"}, "mail-address": {"street1": "469 N HARRISON STREET", "city": "PRINCETON", "state": "NJ", "zip": "08543-5297"}}
1

                                                            Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                           CHURCH & DWIGHT CO., INC. 
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                              13-4996950 
- -------------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

          469 NORTH HARRISON STREET, PRINCETON, NEW JERSEY 08543-5297
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                       1994 INCENTIVE STOCK OPTION PLAN                      
- -------------------------------------------------------------------------------
                            (Full title of the plan)

                             MARK A. BILAWSKY, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           CHURCH & DWIGHT CO., INC.
                           469 NORTH HARRISON STREET
                       PRINCETON, NEW JERSEY 08543-5297
- -------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (609) 683-5900                                 
- -------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                             Stewart E. Lavey, Esq.
                             Shanley & Fisher, P.C.
                               131 Madison Avenue
                          Morristown, New Jersey 07962

                             --------------------
Common                    1,000,000           $20.75                $20,750,000           $7,155.17
Stock, $1.00              shares
par value                                                                                    
- ---------------------------------------------------------------------------------------------------------
*  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the average of the high and low prices of
such shares as reported on the New York Stock Exchange on June 6,
1995.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                 Documents relating to the Church & Dwight Co., Inc. 1994
Incentive Stock Option Plan (the "Option Plan") and containing the information
specified in Part I of Form S-8 will be sent or given to participants in the
Option Plan, as specified by Rule 428(b)(1), and are not filed as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.  These documents, and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                 There is filed following this Part I as part of this
registration statement a Prospectus meeting the requirements of Part I of Form
S-3 which may be used for the offer and sale of shares of common stock that may
be acquired pursuant to the Option Plan by participants in such plan who may be
deemed to be "affiliates" of the registrant, as defined in Rule 405 under the
Securities Act.
3

PROSPECTUS

                           CHURCH & DWIGHT CO., INC.
                                1,000,000 SHARES
                                  COMMON STOCK
                               ($1.00 PAR VALUE)

                 This Prospectus relates to 1,000,000 shares of the Common
Stock, $1.00 par value ("Common Stock"), of Church & Dwight Co., Inc. (the
"Company") which have been or may be issued pursuant to the Company's 1994
Incentive Stock Option Plan (the "Option Plan").  The Common Stock may be
offered from time to time for the account of certain persons (collectively, the
"Selling Stockholders") identified in this Prospectus or any supplement hereto
under the caption "Selling Stockholders".  The Company will receive no proceeds
from this offering.

                 Under the Company's Restated Certificate of Incorporation, as
amended, a holder of Common Stock is entitled to four votes for each share of
Common Stock held of record by such holder on the record date for a meeting of
stockholders, provided such share has had the same beneficial owner or owners
for a period of at least forty-eight consecutive calendar months preceding such
record date.  Holders of shares which have not been so held on such record date
generally will be entitled to one vote for each such share.  In addition, the
original beneficial owners of newly issued shares of Common Stock or shares
transferred from the Company's treasury, if issued pursuant to a public
offering of Common Stock, or upon conversion into Common Stock of publicly
offered convertible securities, or as part of the consideration paid by the
Company for its acquisition of any stock or assets of any other entity, are
entitled to four votes per share, unless, in each such case, the Company's
Board of Directors otherwise determines at the time of issuance or transfer of
such shares, in which case each such share will be entitled to one vote.
Reference is made to the description of Common Stock contained in Item 1 of the
Company's Registration Statement on Form 8-A dated August 10, 1990, which Item
is incorporated herein by reference.

                 The Selling Stockholders and the brokers executing sell orders
on behalf of the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Act"), in which
event commissions received by such brokers may be deemed to be underwriting
commissions under the Act.

                               _________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR NOR HAS THE
COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
4
                                      
                              _________________

                 This Prospectus does not constitute an offer to sell
securities in any State to any person to whom it is unlawful to make such an
offer in such State.

                 Neither the delivery of this Prospectus, nor any sale made
hereunder, shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof.  No person
is authorized to give any information or to make any representations other than
those contained in this Prospectus, and any information, data or
representations other than those contained in this Prospectus, and any
information, data or representations not contained herein must not be relied
upon as having been authorized by the Company.

                              _________________
                                      
                THE DATE OF THIS PROSPECTUS IS JUNE 12, 1995.
                                      
                                      
                                      
                                      
                                      
                                     -2-
5

                             AVAILABLE INFORMATION

                 Church & Dwight Co., Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  Such reports, proxy statements and other information filed
by the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549; and at the regional offices of the Commission at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.  The Company's Common Stock is listed on the New
York Stock Exchange, and reports, proxy statements and other information
concerning the Company also may be inspected at the offices of such Exchange.

                 The Company has filed a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Common Stock offered
hereby.  This Prospectus does not contain all of the information set forth in
the Registration Statement.  For further information, reference is made to the
Registration Statement and the exhibits incorporated therein by reference or
filed as a part thereof.  Statements contained herein concerning any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement.  Each
such statement is qualified in its entirety by such reference.  Copies of the
Registration Statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the public reference
facilities of the Commission described above.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                 There are incorporated by reference herein (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
filed pursuant to the Exchange Act.  There are also incorporated by reference
herein (i) the description of the Company's Rights to Purchase Junior
Participating Cumulative Preferred Stock contained in Item 1 of its Registration
Statement on Form 8-A dated April 27, 1989 and (ii) the description of Common
Stock contained in Item 1 of its Registration Statement on Form 8-A dated August
10, 1990, filed pursuant to the Exchange Act, and any amendment or report filed
for the purpose of updating those descriptions.  All documents filed by

                                      -3-
6

the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is also incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

                 The Company will provide without charge, upon written or oral
request, to each person to whom a copy of this Prospectus is delivered, a copy
of any of the documents incorporated by reference herein (not including the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents).  Requests should be directed to Mark A.
Bilawsky, Esq., Vice President, General Counsel and Secretary, Church & Dwight
Co., Inc., 469 North Harrison Street, Princeton, New Jersey 08543-5297,
telephone (609) 683-5900.

                                  THE COMPANY

                 The Company was incorporated in Delaware in 1925 as the
successor to a business founded in 1846.  The Company is the world's leading
producer of sodium bicarbonate, popularly known as baking soda, a versatile
chemical which performs a broad range of functions such as cleaning,
deodorizing, leavening and buffering.  The Company specializes in sodium
bicarbonate and sodium bicarbonate-based products, along with other products
which use the same raw materials or technology or are sold into the same
markets.

                 The Company sells its products, primarily under the ARM &
HAMMER registered trademark, to consumers through supermarkets, drug stores and
mass merchandisers, and to industrial customers and distributors.  ARM & HAMMER
is the registered trademark for a line of consumer products which includes ARM
& HAMMER(R) Baking Soda, ARM & HAMMER DENTAL CARE(R), ARM & HAMMER(R) Carpet
and Room Deodorizer, ARM & HAMMER(R) Deodorizer Spray and ARM & HAMMER(R)
Laundry Detergent.  The ARM & HAMMER trademark is also used for a line of
specialty products produced for use in industrial markets and animal feed, the
most important of which are sodium bicarbonate and ammonium bicarbonate.

                 The Company's principal executive offices are located at 469
North Harrison Street, Princeton, New Jersey 08543- 5297, telephone (609)
683-5900.

                                      -4-
7

                              SELLING STOCKHOLDERS

                 Shares of Common Stock offered by the Selling Stockholders
pursuant hereto have been or may be acquired from the Company pursuant to the
exercise of stock options granted by the Company under its 1994 Incentive Stock
Option Plan (the "Option Plan").

                 The table set forth below shows (i) the names of each of the
Selling Stockholders, (ii) the number of shares of Common Stock beneficially
owned by the Selling Stockholders as of April 30, 1995, (iii) the number of
shares of Common Stock which may be acquired by the Selling Stockholders
pursuant to options granted and currently outstanding under the Option Plan and
offered hereby (the "Option Shares"), and (iv) the number of shares of Common
Stock to be beneficially owned by the Selling Stockholders after completion of
this offering (assuming all Option Shares offered hereby are sold in accordance
herewith).  Information as to security holdings by the Selling Stockholders is
based on information provided by the Selling Stockholders.
Option
                                                            Shares
                                Common Stock                Which May                  Common Stock
                                Beneficially                Be Acquired                Beneficially
                                Owned Prior                 and Offered                Owned After
Name                            to Offering                 Hereby (1)                 Offering    
- ----                            ------------                -----------                ------------
Dwight C. Minton                  770,809(1)(2)                66,300                   770,809
_________________________
(1)  Option Shares set forth in the table reflect Option Shares underlying
options granted under the Option Plan which vest and become exercisable
periodically, commencing December 21, 1997, and are not included under the
heading "Common Stock Beneficially Owned Prior to Offering."

(2)  Includes 62,070 shares owned by Mr. Minton as trustee or custodian.
Includes 82,348 shares owned by his wife and 81,140 shares owned by his
daughters, as to which shares he disclaims any beneficial interest.  Includes
Mr. Minton's interest in 9,731 shares under the Company's Employee Stock
Purchase Plan and 207,032 shares which Mr. Minton has rights to purchase under
the Company's 1983 Stock Option Plan.  Includes Mr. Minton's interest in 62,627
shares under the Company's Investment Savings and Profit Sharing Plans (which
shares may be voted by participants).

                 Mr. Minton has been a director and officer of the Company for
more than five years.  Mr. Minton presently owns approximately 3.90% of
outstanding Common Stock.  After giving effect to this offering, and assuming
all shares offered hereby by Mr. Minton are sold, Mr. Minton will own
approximately 3.90% of outstanding Common Stock.

                                      -5-
8

                              PLAN OF DISTRIBUTION

                 The Company will receive no proceeds from this offering.  The
Company has been advised by the Selling Stockholders that they may sell all or
a portion of the shares offered hereby from time to time in the open market and
that sales will be made at prices prevailing at the time of such sales.  The
Selling Stockholders also may make private sales directly.  Selling
Stockholders and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act.  The exact terms of such
distribution including the name of the Selling Stockholder and the number of
shares being sold will be included in supplements to this Prospectus.

                 The Company has informed the Selling Stockholders that Rules
10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to their
sales in the market, has furnished each Selling Stockholder with a copy of such
rules and has informed them of the possible need for delivery of copies of this
Prospectus together with any supplement(s) hereto.

                 There is no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.

                 The Company will pay all expenses incident to the offer and
sale of the Common Stock to the public other than commissions and discounts of
underwriters, dealers or agents.

                                    EXPERTS

                 The consolidated financial statements and the related
financial statement schedule of the Company included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, and incorporated by
reference in this Prospectus and elsewhere in the Registration Statement of
which this Prospectus is a part, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports with respect thereto, and have
been incorporated herein in reliance upon such reports and upon the authority
of said firm as experts in accounting and auditing.
                      
                                 LEGAL MATTERS

                 Certain matters with respect to legality of the shares of
Common Stock offered hereby have been passed upon for the Company by Shanley &
Fisher, P.C., Morristown, New Jersey.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 The Company indemnifies officers and directors in connection
with actions, suits or proceedings brought against them by a third party or in
the right of the Company, by reason of the fact that they were or are such
directors or officers, against expenses,

                                      -6-
9

judgments, fines and amounts paid in settlement actually and reasonably
incurred in any such action, suit or proceeding.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Securities Act
and is, therefore, unenforceable.

                                      -7-
10

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 There are incorporated by reference herein (i) the
registrant's Annual Report on Form 10-K for the year ended December 31, 1994
and (ii) the registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act").  There are also incorporated by reference herein (i) Item 1 of
the registrant's Registration Statement on Form 8-A dated April 27, 1989 and
(ii) Item 1 of the registrant's Registration Statement on Form 8-A dated August
10, 1990, filed pursuant to the Exchange Act, and any amendment or report filed
for the purpose of updating those descriptions.  All documents filed by the
registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the filing of a 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.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document which is also incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not Applicable

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 None.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The registrant is organized under the laws of the State of
Delaware.  The Delaware General Corporation Law, as amended (the

                                      II-1
11

"GCL"), provides that a Delaware corporation has the power generally to
indemnify any of its directors, officers, employees and other agents against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any action, suit or
proceeding in which such person was or is a party or is threatened to be made a
party by reason of his being a director, officer, employee or agent of the
corporation, other than a proceeding by or in the right of the corporation, if
such person 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 proceeding, such person had no reasonable cause to believe his
conduct was unlawful.  In the case of an action or suit brought by or in the
right of the corporation, indemnification of any director, officer, employee
and other agent against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit is
permitted if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation;
however, no indemnification is permitted in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Delaware Court of Chancery,
or the court in which such action or suit was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
such indemnification.  Expenses incurred by an officer or director in defending
any action, suit or proceeding may be, under certain circumstances, paid by the
corporation in advance of the final disposition of the action, suit or
proceeding as authorized by the board of directors.  The power to indemnify and
advance expenses under the GCL does not exclude other rights to which a
director, officer, employee or other agent of the corporation may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors,
or otherwise.

                 Under the GCL, a Delaware corporation has the power to
purchase and maintain insurance on behalf of any director, officer, employee or
other agent against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation has the power to indemnify him against such liability under the
GCL.  A Delaware corporation also may, with certain limitations, set forth in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of a fiduciary duty as a director.

                 Reference is made to Sections 145 and 102(a)(7) of the GCL in
connection with the above summary of indemnification and insurance.

                                      II-2
12

                 Article SEVENTH of the registrant's Restated Certificate of
Incorporation, as amended, and Article IX of the registrant's By-Laws, as
amended, provide generally for indemnification of the officers and directors of
the registrant to the fullest extent permitted by the GCL.

                 The directors and officers of the registrant are insured by
policies purchased by the registrant against liability and expenses incurred in
their capacity as directors or officers.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.

ITEM 8.          EXHIBITS.

                 4.1      Church & Dwight Co., Inc. 1994 Incentive Stock Option
                          Plan

                 4.2      Form of Church & Dwight Co., Inc. 1994 Incentive
                          Stock Option Plan Stock Option Agreement

                 5        Opinion of Shanley & Fisher, P.C.

                 23.1     Consent of Shanley & Fisher, P.C. (included in
                          Exhibit 5)

                 23.2     Consent of Deloitte & Touche LLP

                 24       Powers of Attorney

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:

                          (i)       To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

                          (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;

                                      II-3
13

                          (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 registration statement is on Form S-3, Form  S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2)      That, for the purposes of determining any liability
under the Securities Act of 1933, 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.

                 (b)      The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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.

                 (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 against the
registrant 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

                                      II-4
14

the Securities Act of 1933 and will be governed by the final adjudication of
such issue.

                                      II-5
15

                                   SIGNATURES

                 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 Township of Princeton, State of New Jersey on the 9th
day of June, 1995.

                                                CHURCH & DWIGHT CO., INC.

                                                By:/s/ Dwight C. Minton
                                                   -----------------------------
                                                   Dwight C. Minton
                                                   Chairman of the Board,
                                                   Chief Executive Officer and
                                                   President and Director

                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                     CAPACITY IN WHICH SIGNED              DATE
/s/ Dwight C. Minton               Chairman of the Board,                       June 9, 1995
- ----------------------             Chief Executive
Dwight C. Minton                   Officer and President
                                   and Director

/s/ Anthony P. Deasey              Vice President Finance                       June 9, 1995
- ----------------------             and Chief Financial Officer
Anthony P. Deasey

/s/ Mark L. Stolp                  Controller                                   June 9, 1995
- ----------------------
Mark L. Stolp

          *                        Director
- ----------------------                                                          June 9, 1995
Cyril C. Baldwin, Jr.

          *                        Director                                     June 9, 1995
- ----------------------
William R. Becklean

          *                        Director                                     June 9, 1995
- ----------------------                           
Robert H. Beeby
II-6
16
*                        Director              June 9, 1995
- ----------------------
Rosina B. Dixon, M.D.

          *                        Director              June 9, 1995
- ----------------------
J. Richard Leaman, Jr.

          *                        Director              June 9, 1995
- ----------------------
John D. Leggett III

          *                        Director              June 9, 1995
- ----------------------
Robert A. McCabe

          *                        Director              June 9, 1995
- ----------------------
Dean P. Phypers

          *                        Director              June 9, 1995
- ----------------------
Jarvis J. Slade

          *                        Director              June 9, 1995
- ----------------------                           
John O. Whitney
Dwight C. Minton hereby signs this Registration Statement on Form S-8 on behalf
of each of the indicated persons for whom he is attorney-in-fact on June 9,
1995 pursuant to a power of attorney filed herewith.

*By:/s/ Dwight C. Minton
    ------------------------
    Dwight C. Minton
    Attorney-in-Fact

                                      II-7
17

                                 EXHIBIT INDEX
Exhibit                                               Page
- -------                                               ----
4.1            Church & Dwight Co., Inc.
               1994 Incentive Stock Option Plan

4.2            Form of Church & Dwight Co., Inc.
               1994 Incentive Stock Option Plan
               Stock Option Agreement

5              Opinion of Shanley & Fisher, P.C.

23.1           Consent of Shanley & Fisher, P.C.
               (included in Exhibit 5)

23.2           Consent of Deloitte & Touche LLP

24             Powers of Attorney