Betz Laboratories, Inc.
                                               436 Somerton Road
                                               PO Box 3002
                                               Trevose, PA 19053-6783
                                               215 355 3300
                                               215 953 5536 Fax

June 23, 1995

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Registration Statement on Form S-8

Gentlemen:

     Pursuant to Regulation S-T, attached for filing with the Commission is
a Registration Statement on Form S-8.

     The Registration Statement registers 2,000,000 Common Shares (par
value $.10 per share) of the Registrant for issuance under the Registrant's
Stock Option Plan of 1987.

     Pursuant to Section 6(b) of the Securities Act of 1933 and Regulation
Section 230.457 the fee to register such shares has been electronically wired
to the Commission's account at Mellon Bank, NA., Pittsburgh, PA.


                                      Very truly yours,

                                      /s/ James H. Decker
                                      -----------------------------------
                                      James H. Decker
                                      Assistant General Counsel


<PAGE>
===========================================================================
   As filed with the Securities and Exchange Commission on June 23, 1995
                                               Registration No. ___________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                            ___________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                            ___________________

                          BETZ LABORATORIES, INC.
            (Exact name of issuer as specified in its charter)

       Pennsylvania                                      23-1503731
(State of Incorporation)                              (I.R.S. Employer
                                                    Identification Number)

                            4636 Somerton Road
                             Trevose, PA 19053
                               215-355-3300
                 (Address of principal executive offices)

                      _______________________________

                              OFFERING UNDER
             BETZ LABORATORIES, INC. STOCK OPTION PLAN OF 1987
                           (Full Title of Plan)

                            William C. Brafford
               Vice President, Secretary and General Counsel
                            4636 Somerton Road
                             Trevose, PA 19053
                  (Name and address of agent for service)
Telephone number, including area code, of agent for service: (215)355-3300

                        ___________________________


                     CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
                                 Proposed    Proposed
  Title of                       Maximum     Maximum
  Securities       Amount        Offering    Aggregate     Amount of
  to be            to be         Price       Offering      Registration
  Registered       Registered    Per share   Price         Fee
- ---------------------------------------------------------------------------
Common Shares      2,000,000     $45.125     $90,250,000   $31,121
- ---------------------------------------------------------------------------

     Calculated pursuant to Rule 457(h). Computed based upon the average of
the high and low prices of Betz Laboratories, Inc. Common Shares on June
20, 1995 as reported on the New York Stock Exchange.

     In accordance with Rule 429 this Registration Statement also relates
to File Nos. 2-44387, 2-51287, 2-55728, 2-63999, 2-67345, 2-71761, 2-76926,
2-88323, 33-21858, 33-28426, 33-34812 and 33-40175.

                        Index Exhibit at Page II-1
===========================================================================
<PAGE>
                                  Part I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        There are incorporated herein by reference the following documents:

            1.   The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
            2.   The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
            3.   The Company's Proxy Statement, dated March 8, 1995, for
the Annual Meeting of Shareholders held April 13, 1995.
            4.   The description of the Company's Common Shares which is
contained in a registration statement filed under the Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.

        All other reports and other documents filed by the Company pursuant
to Sections 13,14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all of the Common Shares offered hereby have been sold or
which registers all such Common Shares then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of the filing of such reports and
documents.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interest of Named Experts and Counsel.

        Not Applicable.

Item 6. Indemnification of Directors and Officers.

        The Company's Bylaws provide that the Company will 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 in nature, by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, as
follows:

            (1) if and to the extent the director or officer has been
successful on the merits or otherwise in defense of the action, suit or
proceeding, or in defense of any claim, issue or matter contained therein,
he shall be indemnified against all expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith;

            (2) if the action, suit or proceeding is by or in the right of
the Company, a director or officer shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or proceeding only
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 Company; provided that no
indemnification shall be made with respect to any claim, issue or matter as
to which an officer or director shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company;
unless and only to the extent that the court in which such action or suit
was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such a person is fairly and
reasonably entitled to indemnification for such expenses which the court
shall deem appropriate;

                                     1
<PAGE>
            (3) if the action, suit or proceeding is an action, suit or
proceeding other than one by or in the right of the Company, a director or
officer shall be indemnified 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 Company, and, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Company
and, with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

Exhibit 4      The Betz Laboratories, Inc. Stock Option Plan of 1987 is
               attached hereto as Exhibit 4.

Exhibit 5      Legal Opinion of William C. Brafford dated June 21, 1995.

Exhibit 23(a)  Consent of Independent Auditors.

        23(b)  Consent of William C. Brafford, Esquire.

Item 9. Undertakings.

        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(1)(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;

                    (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 paragraph (i) and (ii) do not apply if the
registration statement is on Form S-8 and 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 143 or Section
13(d) of the Exchange Act that are incorporated by reference in this
registration statement.

                    (2) That, for the purpose 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.

                    (4) 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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.


                                     2
<PAGE>

                    (5) 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 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>

                                SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground 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, at Trevose, Commonwealth of Pennsylvania, on
this 21st day of June, 1995.


                         BETZ LABORATORIES, INC.
                           (REGISTRANT)


                         BY: /s/ William R. Cook
                            ----------------------------------------
                            William R. Cook, President and Chief
                             Executive Officer


                         BY: /s/ R. Dale Voncanon
                            ----------------------------------------
                            R. Dale Voncanon, Vice President-Finance
                             and Treasurer (Principal Financial and
                             Accounting Officer)

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


             Name               Title                       Date


  /s/  John W. Boyer, Jr.       Director                    June 21, 1995
  ---------------------------
  John W. Boyer, Jr.

  /s/ Patrick F. Brennan        Director                    June 21, 1995
  ---------------------------
  Patrick F. Brennan

  /s/ Carolyn S. Burger         Director                    June 21, 1995
  ---------------------------
  Carolyn S. Burger

  /s/ George A. Butler          Director                    June 21, 1995
  ---------------------------
  George A. Butler

  /s/ William R. Cook           President, Chief Executive  June 21, 1995
  ---------------------------    Officer and Director
  William R. Cook

  /s/ John F. McCaughan         Chairman of the Board       June 21, 1995
  ---------------------------      and Director
  John F. McCaughan

  /s/ John A. Miller            Director                    June 21, 1995
  ---------------------------
  John A. Miller

  /s/ John R. Quarles, Jr.      Director                    June 21, 1995
  ---------------------------
  John R. Quarles, Jr.

  /s/ John A. H. Shober         Director                    June 21, 1995
  ---------------------------
  John A. H. Shober

  /s/ Geoffrey Stengel, Jr.     Director                    June 21, 1995
  ---------------------------
  Geoffrey Stengel, Jr.

  /s/ Robert L. Yohe            Director                    June 21, 1995
  ---------------------------
  Robert L. Yohe





                                     4
<PAGE>

                             INDEX TO EXHIBITS


Exhibit                         Description                   Page

 4 The Betz Laboratories, Inc. Stock Option Plan of 1987 ............. II-2

 5 Legal Opinion of William C. Brafford dated June 21, 1995........... II-8

23 Consents .......................................................... II-9
   a) Consent of Independent Auditors ................................ II-9
   b) Consent of William C. Brafford, Esquire ........................ II-9




                                   II-1
<PAGE>

                                 EXHIBIT 4

                          BETZ LABORATORIES, INC.

                         STOCK OPTION PLAN OF 1987

1.  PURPOSE

The Betz Laboratories, Inc. Stock Option Plan ("Plan") is intended to
promote the interests of Betz Laboratories, Inc. ("Company") and its
shareholders by providing a method whereby directors, officers and key
employees of the Company and any subsidiary corporation ("Subsidiary
Corporation") may be encouraged to invest in the Company's Common Stock on
reasonable terms, and thereby increase their proprietary interest in the
Company's business, encourage them to remain in the service and employ of
the Company and increase their personal interest in its continued success
and progress.

2.  ADMINISTRATION

The Plan shall be administered by the Board of Directors of the Company
("Board"); provided, however, that the Board may delegate to a committee
composed of two (2) or more of its members ("Committee") all or any portion
of its authority and responsibility for such administration, in which event
all provisions contained herein referring to the Board shall be applicable
to such Committee. Such delegation of authority and responsibility shall be
effective until revoked by the Board.

The Board or the Committee, as appropriate, shall have full and final
authority, in its discretion but subject to the express provisions of the
Plan, (a) to determine from time to time the individuals in the eligible
group to whom options shall be granted and the number of shares to be
covered by each option; (b) to determine the purchase price (but not less
than fair market value) of the shares covered by each option and the time
or times at which each option shall be granted; (c) to interpret the Plan;
(d) to make, amend, and rescind rules and regulations relating to the Plan;
(e) to determine the terms and provisions of the instruments by which
options shall be evidenced; and (f) to make all other determinations
necessary or advisable for the administration of the Plan provided,
however, that the Committee may delegate some of the foregoing functions to
the Chief Executive Officer, excepting grants made to "covered employees"
as defined by Section 162(m)(3) of the Internal Revenue Code, or to
"statutory insiders" as defined by Section 16 of the Securities Exchange
Act of 1934.

No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option
granted under it.

3.  ELIGIBILITY

The individuals who shall be eligible to receive options shall be
directors, officers and key employees of the Company or a Subsidiary
Company, except any of the foregoing who owns, or would own, if those
options already granted to him were exercised, stock possessing more than

                                   II-2
<PAGE>
five percent (5%) of the voting power or value of all classes of stock of
the Company, or of any parent or Subsidiary Company, such ownership to be
determined in accordance with Section 425(d) of the Code, which treats an
individual as owning stock owned by certain relatives and other persons. An
individual who has been granted an option may, if otherwise eligible, be
granted an additional option or options if the Board or the Committee shall
so determine.

4.  STOCK

The stock with respect to which options may be granted under the Plan shall
be shares of the authorized but unissued Common Stock, or shares of issued
Common Stock reacquired and held in the Company's treasury, or both. The
aggregate amount of the Common Stock on which options may be granted under
the Plan shall not exceed five million eight hundred thousand (5,800,000)
shares. The number of shares which the Board or the Committee is authorized
to option under this Plan, and the number issuable upon the exercise of
outstanding options granted thereunder (as well as the exercise price of
such outstanding options), shall be adjusted to reflect, as may be deemed
appropriate by the Board or the Committee, any stock dividend, stock split,
share combination, exchange of shares, recapitalization, merger,
consolidation, separation, reorganization, liquidation, or the like.

In the event that any outstanding option under the Plan for any reason
expires or is surrendered or terminated, the shares of Common Stock
allocable to such option or to the unexercised portion thereof may again be
subjected to an option under the Plan.

5.  GRANTING OF OPTIONS

From time to time until termination of the Plan as provided in Section 8,
the Board or the Committee shall select from among those who are then
eligible under Section 3 the individual(s) to whom options shall be granted
and shall determine the number of shares to be covered by each option. Each
individual thus selected shall, at such time as the Board or the Committee
shall determine, be granted an option with respect to the number of shares
of Common Stock thus determined. The recommendation or selection of an
individual as a participant in any grant of an option under the Plan shall
not be deemed to entitle the individual to such option prior to the time
when it shall be granted by the Board or the Committee. The granting of an
option under the Plan shall not be deemed either to entitle such individual
to, or to disqualify such individual from, any participation in any other
grant of options under the Plan. In making any determination as to
individuals to whom options shall be granted and as to the number of shares
to be covered by such options, the Board or the Committee shall take into
account the duties of the respective individuals, their present and
potential contributions to the success of the Company or a Subsidiary
Company, and such other factors as the Board or the Committee shall deem
relevant in accomplishing the purposes of the Plan.

6.  TERMS AND CONDITIONS OF OPTIONS

The options granted pursuant to the Plan shall include the following terms
and conditions:

                                   II-3
<PAGE>
     (a)  Price

          The option price shall be not less than one hundred percent
          (100%) of the fair market value of the option shares on the date
          the option is granted, as determined by the Board.

     (b)  Term

          The term of any option granted under the Plan shall be not longer
          than ten (10) years from the date it is granted, subject to
          earlier termination as provided in Paragraphs (c) and (d) below.

     (c)  Termination of Employment

          Any option granted under the Plan may, subject to the provisions
          of Paragraph (d) below, be exercised by the optionee, to the
          extent of the number of shares with respect to which he could
          have exercised it on the date of termination of his employment,
          within three (3) months after his employment shall have
          terminated; provided, however, that the Board or the Committee
          may, in its discretion with cause, cancel as of the time of such
          termination of employment all unexercised rights to which the
          optionee would be otherwise entitled. Any such cancellation must
          be effected by a notice mailed (whether or not received) to the
          last known address of the optionee, postage prepaid, by certified
          or registered mail, within one (1) month of the date of
          termination of employment. "Cause" shall include the following:
          (i) dishonesty, (ii) gross negligence of duties, (iii) conviction
          of a serious crime, and (iv) violation of noncompetition
          covenants.

          Whether authorized leave of absence or absence on military or
          governmental service shall constitute employment for the purposes
          of the Plan shall be conclusively determined by the Board or the
          Committee.

     (d)  Exercise Upon Death of Optionee

          If an optionee shall die during his employment or within three
          (3) months following termination of employment, and prior to the
          expiration date fixed for his option, such option may be
          exercised, to the extent of the number of shares with respect to
          which the optionee could have exercised it on the date of his
          death, by the optionee's estate, personal representative or
          beneficiary who acquired the right to exercise such option by
          bequest or inheritance or by reason of the death of the optionee,
          at any time prior to the earlier of (i) the first anniversary of
          the optionee's death, or (ii) the expiration date specified in
          such option, notwithstanding any great restrictions as to the
          year the option or any portion of the option is exercisable.

                                   II-4
<PAGE>
     (e)  Exercise Upon Disability of Optionee

          If an optionee shall become disabled (within the meaning of
          Section 105(d)(4) of the Code) during his employment and, prior
          to the expiration date fixed for his option, his employment is
          terminated as a consequence of such disability, such option may
          be exercised by the optionee at any time prior to the earlier of
          (i) the first anniversary of the optionee's termination of
          employment, or (ii) the expiration date specified in such option.

     (f)  Assignability

          No option shall be assignable or transferable by the optionee
          except by will or by the laws of descent and distribution, and
          during the lifetime of the optionee shall be exercisable only by
          him.

     (g)  Rights as a Stockholder

          An optionee shall have no rights as a stockholder with respect to
          any shares covered by his option until the issuance of a stock
          certificate to him for such shares.

     (h)  Exercise Upon Retirement

          In the event an employee's employment has been or is terminated
          as a result of retirement under the terms of the Employee
          Retirement Plan, any options, including options then subject to
          restrictions, shall be exercisable within five (5) years from the
          effective date of such retirement.

7.  OPTION INSTRUMENTS - OTHER PROVISIONS

The options granted shall be evidenced by instruments in such form as the
Board or the Committee shall from time to time approve, which instruments
shall contain such provisions, not inconsistent with the provisions of the
Plan, as the Board or the Committee shall deem advisable.

8.  AMENDMENT OR DISCONTINUANCE OF PLAN

The Board or the Committee may from time to time, with respect to any
shares of Common Stock as to which options have not then been granted,
suspend or discontinue the Plan or amend it in any respect whatsoever,
except that, without the approval of the holders of at least a majority of
Common Stock represented and entitled to vote at a meeting of Stockholders
(except as provided in Section 4), the maximum number of shares of Common
Stock with respect to which options may be granted under the Plan shall not
be increased, the limitations on the price at which options may be granted
shall not be changed, and there shall be no change in the designation of
the eligible participants.


                                   II-5
<PAGE>
9.  EXERCISE OF OPTIONS

Options may be exercised by any individuals entitled to do so either in
whole or in part by presenting to the Company appropriate written notice
together with (i) funds in the form of cash or personal check, in an amount
sufficient to pay for the shares plus any taxes or other transfer costs
applicable to the transaction or (ii) with the approval of the Committee,
by tendering to the Company shares of the Common Stock of the Company,
owned by him/her, and having a fair market value equal to the exercise
price applicable to his/her option, or (iii) at the discretion of the
Committee by a combination of (i) and (ii) above. The fair market value of
Stock so delivered shall be the closing price of publicly-traded shares of
Stock on the date prior to the date of exercise, as reported in The Wall
Street Journal. The partial exercise of the option shall have no effect on
the unexercised portion of the option.

10. RIGHT TO RECEIVE OPTIONS

Neither the adoption of the Plan nor any action of the Board or the
Committee shall be deemed to give any individual any right to be granted an
option, or any other right hereunder, unless and until the Board or the
Committee shall have granted such individual an option, and then his rights
shall be only such as are provided by the instrument evidencing such
option.

11. INDEMNIFICATION OF BOARD AND COMMITTEE

In addition to such other rights of indemnification as they may have as
members of the Board, the members of the Board and the members of the
Committee shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action, suit,
or proceeding to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan, or any
option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in
any such action, suit, or proceeding, except a judgment based upon a
finding of bad faith. Upon the institution of any such action, suit, or
proceeding, the Board or Committee member shall notify the Company in
writing, giving the Company an opportunity, at its own expense, to handle
and defend the same before such Board or Committee member undertakes to
handle it on his own behalf.

12. APPLICATION OF FUNDS

Such proceeds as shall be received by the Company from the sale of Common
Stock pursuant to options granted under the Plan will be used for general
corporate purposes.

13. SHAREHOLDER APPROVAL

This Plan was approved by the holders of at least a majority of Common
Stock represented and entitled to vote at a meeting of shareholders of the
Company on April 13, 1995, or at any adjournment thereof.


                                   II-6
<PAGE>
14. TERMINATION OF PLAN

This Plan and all authority granted hereunder shall terminate absolutely at
12:00 midnight on April 13, 2005, and no options hereunder shall be granted
thereafter. Nothing contained herein, however, shall terminate or affect
the continued existence of rights created under options issued hereunder,
including options conditional upon approval of this Plan, and outstanding
on April 13, 1995, which by their terms extend beyond such date.











                                   II-7
<PAGE>

                                 EXHIBIT 5


June 21, 1995


The Board of Directors
Betz Laboratories, Inc.
4636 Somerton Road
Trevose, PA 19053

RE:  Betz Laboratories, Inc.
     Stock Option Plan of 1987

Gentlemen:

     This opinion is rendered in connection with the registration of
2,000,000 Common Shares (par value $0.10 per share) of Betz Laboratories,
Inc. ("Company") with the Securities and Exchange Commission on Form S-8
for issuance under the above referenced Company plan.

     As General Counsel to the Company, I am familiar with its legal
affairs and the legal affairs of its wholly owned subsidiaries which
participate, or whose employees are eligible to participate, in the
aforementioned plan.  Additionally, I have examined such records,
certificates, documents, statutes and regulations as I have deemed
necessary or appropriate as the basis of the opinions hereinafter set
forth.

     Based upon such examination, I am of the opinion that the Common
Shares to be issued under the aforementioned plan, if issued in conformity
with the terms of such plan, will be validly issued, fully paid and non-
assessable.

     I am further of the opinion that the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA") are not applicable to the
Betz Laboratories, Inc. Stock Option Plan of 1987.

                                       Very truly yours,

                                       s/ William C. Brafford
                                       ------------------------------
                                       William C. Brafford
                                       Vice President, Secretary
                                        and General Counsel


                                   II-8

<PAGE>
                                EXHIBIT 24

                                 CONSENTS


                      CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1987 Stock Option Plan of Betz
Laboratories, Inc. of our reports dated January 27, 1995, with respect to
the consolidated financial statements of Betz Laboratories, Inc.
incorporated by reference in its annual report (Form 10-K) for the year
ended December 31, 1994 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.


                                     Ernst & Young LLP

Philadelphia, PA
June 21, 1995





                      CONSENT OF WILLIAM C. BRAFFORD


     I consent to the incorporation by reference as an Exhibit of my
opinion as to the shares registered hereby and the references to me under
the captions, "Legal Opinions" and "Index To Exhibits" in Registration
Statement on Form S-8 (to be filed with the Securities and Exchange
Commission on or about June 23, 1995), and related Prospectus pertaining to
the offering of Common Shares of Betz Laboratories, Inc. under the Betz
Laboratories, Inc. Stock Option Plan of 1987.


                                   William C. Brafford


Trevose, PA
June 21, 1995


                                   II-9
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{"company-data": {"conformed-name": "BETZ LABORATORIES INC", "cik": "0000011884", "assigned-sic": "2890", "irs-number": "231503731", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60557", "film-number": "95549018"}, "business-address": {"street1": "4636 SOMERTON RD", "city": "TREVOSE", "state": "PA", "zip": "19053", "phone": "2153553300"}, "mail-address": {"street1": "4636 SOMERTON ROAD", "city": "TREVOSE", "state": "PA", "zip": "19053"}}
Betz Laboratories, Inc.
                                               436 Somerton Road
                                               PO Box 3002
                                               Trevose, PA 19053-6783
                                               215 355 3300
                                               215 953 5536 Fax

June 23, 1995

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Registration Statement on Form S-8

Gentlemen:

     Pursuant to Regulation S-T, attached for filing with the Commission is
a Registration Statement on Form S-8.

     The Registration Statement registers 2,000,000 Common Shares (par
value $.10 per share) of the Registrant for issuance under the Registrant's
Stock Option Plan of 1987.

     Pursuant to Section 6(b) of the Securities Act of 1933 and Regulation
Section 230.457 the fee to register such shares has been electronically wired
to the Commission's account at Mellon Bank, NA., Pittsburgh, PA.

                                      Very truly yours,

                                      /s/ James H. Decker
                                      -----------------------------------
                                      James H. Decker
                                      Assistant General Counsel
===========================================================================
   As filed with the Securities and Exchange Commission on June 23, 1995
                                               Registration No. ___________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                            ___________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                            ___________________

                          BETZ LABORATORIES, INC.
            (Exact name of issuer as specified in its charter)

       Pennsylvania                                      23-1503731
(State of Incorporation)                              (I.R.S. Employer
                                                    Identification Number)

                            4636 Somerton Road
                             Trevose, PA 19053
                               215-355-3300
                 (Address of principal executive offices)

                      _______________________________

                              OFFERING UNDER
             BETZ LABORATORIES, INC. STOCK OPTION PLAN OF 1987
                           (Full Title of Plan)

                            William C. Brafford
               Vice President, Secretary and General Counsel
                            4636 Somerton Road
                             Trevose, PA 19053
                  (Name and address of agent for service)
Telephone number, including area code, of agent for service: (215)355-3300

                        ___________________________

                     CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
                                 Proposed    Proposed
  Title of                       Maximum     Maximum
  Securities       Amount        Offering    Aggregate     Amount of
  to be            to be         Price       Offering      Registration
  Registered       Registered    Per share   Price         Fee
- ---------------------------------------------------------------------------
Common Shares      2,000,000     $45.125     $90,250,000   $31,121
- ---------------------------------------------------------------------------

     Calculated pursuant to Rule 457(h). Computed based upon the average of
the high and low prices of Betz Laboratories, Inc. Common Shares on June
20, 1995 as reported on the New York Stock Exchange.

     In accordance with Rule 429 this Registration Statement also relates
to File Nos. 2-44387, 2-51287, 2-55728, 2-63999, 2-67345, 2-71761, 2-76926,
2-88323, 33-21858, 33-28426, 33-34812 and 33-40175.

                        Index Exhibit at Page II-1
===========================================================================
Part I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        There are incorporated herein by reference the following documents:

            1.   The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
            2.   The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
            3.   The Company's Proxy Statement, dated March 8, 1995, for
the Annual Meeting of Shareholders held April 13, 1995.
            4.   The description of the Company's Common Shares which is
contained in a registration statement filed under the Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.

        All other reports and other documents filed by the Company pursuant
to Sections 13,14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all of the Common Shares offered hereby have been sold or
which registers all such Common Shares then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of the filing of such reports and
documents.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interest of Named Experts and Counsel.

        Not Applicable.

Item 6. Indemnification of Directors and Officers.

        The Company's Bylaws provide that the Company will 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 in nature, by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, as
follows:

            (1) if and to the extent the director or officer has been
successful on the merits or otherwise in defense of the action, suit or
proceeding, or in defense of any claim, issue or matter contained therein,
he shall be indemnified against all expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith;

            (2) if the action, suit or proceeding is by or in the right of
the Company, a director or officer shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or proceeding only
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 Company; provided that no
indemnification shall be made with respect to any claim, issue or matter as
to which an officer or director shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company;
unless and only to the extent that the court in which such action or suit
was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such a person is fairly and
reasonably entitled to indemnification for such expenses which the court
shall deem appropriate;

                                     1
(3) if the action, suit or proceeding is an action, suit or
proceeding other than one by or in the right of the Company, a director or
officer shall be indemnified 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 Company, and, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Company
and, with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

Exhibit 4      The Betz Laboratories, Inc. Stock Option Plan of 1987 is
               attached hereto as Exhibit 4.

Exhibit 5      Legal Opinion of William C. Brafford dated June 21, 1995.

Exhibit 23(a)  Consent of Independent Auditors.

        23(b)  Consent of William C. Brafford, Esquire.

Item 9. Undertakings.

        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(1)(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;

                    (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 paragraph (i) and (ii) do not apply if the
registration statement is on Form S-8 and 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 143 or Section
13(d) of the Exchange Act that are incorporated by reference in this
registration statement.

                    (2) That, for the purpose 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.

                    (4) 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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.

                                     2
(5) 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 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
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground 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, at Trevose, Commonwealth of Pennsylvania, on
this 21st day of June, 1995.

                         BETZ LABORATORIES, INC.
                           (REGISTRANT)

                         BY: /s/ William R. Cook
                            ----------------------------------------
                            William R. Cook, President and Chief
                             Executive Officer

                         BY: /s/ R. Dale Voncanon
                            ----------------------------------------
                            R. Dale Voncanon, Vice President-Finance
                             and Treasurer (Principal Financial and
                             Accounting Officer)

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

             Name               Title                       Date

  /s/  John W. Boyer, Jr.       Director                    June 21, 1995
  ---------------------------
  John W. Boyer, Jr.

  /s/ Patrick F. Brennan        Director                    June 21, 1995
  ---------------------------
  Patrick F. Brennan

  /s/ Carolyn S. Burger         Director                    June 21, 1995
  ---------------------------
  Carolyn S. Burger

  /s/ George A. Butler          Director                    June 21, 1995
  ---------------------------
  George A. Butler

  /s/ William R. Cook           President, Chief Executive  June 21, 1995
  ---------------------------    Officer and Director
  William R. Cook

  /s/ John F. McCaughan         Chairman of the Board       June 21, 1995
  ---------------------------      and Director
  John F. McCaughan

  /s/ John A. Miller            Director                    June 21, 1995
  ---------------------------
  John A. Miller

  /s/ John R. Quarles, Jr.      Director                    June 21, 1995
  ---------------------------
  John R. Quarles, Jr.

  /s/ John A. H. Shober         Director                    June 21, 1995
  ---------------------------
  John A. H. Shober

  /s/ Geoffrey Stengel, Jr.     Director                    June 21, 1995
  ---------------------------
  Geoffrey Stengel, Jr.

  /s/ Robert L. Yohe            Director                    June 21, 1995
  ---------------------------
  Robert L. Yohe

                                     4
INDEX TO EXHIBITS

Exhibit                         Description                   Page

 4 The Betz Laboratories, Inc. Stock Option Plan of 1987 ............. II-2

 5 Legal Opinion of William C. Brafford dated June 21, 1995........... II-8

23 Consents .......................................................... II-9
   a) Consent of Independent Auditors ................................ II-9
   b) Consent of William C. Brafford, Esquire ........................ II-9

                                   II-1
EXHIBIT 4

                          BETZ LABORATORIES, INC.

                         STOCK OPTION PLAN OF 1987

1.  PURPOSE

The Betz Laboratories, Inc. Stock Option Plan ("Plan") is intended to
promote the interests of Betz Laboratories, Inc. ("Company") and its
shareholders by providing a method whereby directors, officers and key
employees of the Company and any subsidiary corporation ("Subsidiary
Corporation") may be encouraged to invest in the Company's Common Stock on
reasonable terms, and thereby increase their proprietary interest in the
Company's business, encourage them to remain in the service and employ of
the Company and increase their personal interest in its continued success
and progress.

2.  ADMINISTRATION

The Plan shall be administered by the Board of Directors of the Company
("Board"); provided, however, that the Board may delegate to a committee
composed of two (2) or more of its members ("Committee") all or any portion
of its authority and responsibility for such administration, in which event
all provisions contained herein referring to the Board shall be applicable
to such Committee. Such delegation of authority and responsibility shall be
effective until revoked by the Board.

The Board or the Committee, as appropriate, shall have full and final
authority, in its discretion but subject to the express provisions of the
Plan, (a) to determine from time to time the individuals in the eligible
group to whom options shall be granted and the number of shares to be
covered by each option; (b) to determine the purchase price (but not less
than fair market value) of the shares covered by each option and the time
or times at which each option shall be granted; (c) to interpret the Plan;
(d) to make, amend, and rescind rules and regulations relating to the Plan;
(e) to determine the terms and provisions of the instruments by which
options shall be evidenced; and (f) to make all other determinations
necessary or advisable for the administration of the Plan provided,
however, that the Committee may delegate some of the foregoing functions to
the Chief Executive Officer, excepting grants made to "covered employees"
as defined by Section 162(m)(3) of the Internal Revenue Code, or to
"statutory insiders" as defined by Section 16 of the Securities Exchange
Act of 1934.

No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option
granted under it.

3.  ELIGIBILITY

The individuals who shall be eligible to receive options shall be
directors, officers and key employees of the Company or a Subsidiary
Company, except any of the foregoing who owns, or would own, if those
options already granted to him were exercised, stock possessing more than

                                   II-2
five percent (5%) of the voting power or value of all classes of stock of
the Company, or of any parent or Subsidiary Company, such ownership to be
determined in accordance with Section 425(d) of the Code, which treats an
individual as owning stock owned by certain relatives and other persons. An
individual who has been granted an option may, if otherwise eligible, be
granted an additional option or options if the Board or the Committee shall
so determine.

4.  STOCK

The stock with respect to which options may be granted under the Plan shall
be shares of the authorized but unissued Common Stock, or shares of issued
Common Stock reacquired and held in the Company's treasury, or both. The
aggregate amount of the Common Stock on which options may be granted under
the Plan shall not exceed five million eight hundred thousand (5,800,000)
shares. The number of shares which the Board or the Committee is authorized
to option under this Plan, and the number issuable upon the exercise of
outstanding options granted thereunder (as well as the exercise price of
such outstanding options), shall be adjusted to reflect, as may be deemed
appropriate by the Board or the Committee, any stock dividend, stock split,
share combination, exchange of shares, recapitalization, merger,
consolidation, separation, reorganization, liquidation, or the like.

In the event that any outstanding option under the Plan for any reason
expires or is surrendered or terminated, the shares of Common Stock
allocable to such option or to the unexercised portion thereof may again be
subjected to an option under the Plan.

5.  GRANTING OF OPTIONS

From time to time until termination of the Plan as provided in Section 8,
the Board or the Committee shall select from among those who are then
eligible under Section 3 the individual(s) to whom options shall be granted
and shall determine the number of shares to be covered by each option. Each
individual thus selected shall, at such time as the Board or the Committee
shall determine, be granted an option with respect to the number of shares
of Common Stock thus determined. The recommendation or selection of an
individual as a participant in any grant of an option under the Plan shall
not be deemed to entitle the individual to such option prior to the time
when it shall be granted by the Board or the Committee. The granting of an
option under the Plan shall not be deemed either to entitle such individual
to, or to disqualify such individual from, any participation in any other
grant of options under the Plan. In making any determination as to
individuals to whom options shall be granted and as to the number of shares
to be covered by such options, the Board or the Committee shall take into
account the duties of the respective individuals, their present and
potential contributions to the success of the Company or a Subsidiary
Company, and such other factors as the Board or the Committee shall deem
relevant in accomplishing the purposes of the Plan.

6.  TERMS AND CONDITIONS OF OPTIONS

The options granted pursuant to the Plan shall include the following terms
and conditions:

                                   II-3
(a)  Price

          The option price shall be not less than one hundred percent
          (100%) of the fair market value of the option shares on the date
          the option is granted, as determined by the Board.

     (b)  Term

          The term of any option granted under the Plan shall be not longer
          than ten (10) years from the date it is granted, subject to
          earlier termination as provided in Paragraphs (c) and (d) below.

     (c)  Termination of Employment

          Any option granted under the Plan may, subject to the provisions
          of Paragraph (d) below, be exercised by the optionee, to the
          extent of the number of shares with respect to which he could
          have exercised it on the date of termination of his employment,
          within three (3) months after his employment shall have
          terminated; provided, however, that the Board or the Committee
          may, in its discretion with cause, cancel as of the time of such
          termination of employment all unexercised rights to which the
          optionee would be otherwise entitled. Any such cancellation must
          be effected by a notice mailed (whether or not received) to the
          last known address of the optionee, postage prepaid, by certified
          or registered mail, within one (1) month of the date of
          termination of employment. "Cause" shall include the following:
          (i) dishonesty, (ii) gross negligence of duties, (iii) conviction
          of a serious crime, and (iv) violation of noncompetition
          covenants.

          Whether authorized leave of absence or absence on military or
          governmental service shall constitute employment for the purposes
          of the Plan shall be conclusively determined by the Board or the
          Committee.

     (d)  Exercise Upon Death of Optionee

          If an optionee shall die during his employment or within three
          (3) months following termination of employment, and prior to the
          expiration date fixed for his option, such option may be
          exercised, to the extent of the number of shares with respect to
          which the optionee could have exercised it on the date of his
          death, by the optionee's estate, personal representative or
          beneficiary who acquired the right to exercise such option by
          bequest or inheritance or by reason of the death of the optionee,
          at any time prior to the earlier of (i) the first anniversary of
          the optionee's death, or (ii) the expiration date specified in
          such option, notwithstanding any great restrictions as to the
          year the option or any portion of the option is exercisable.

                                   II-4
(e)  Exercise Upon Disability of Optionee

          If an optionee shall become disabled (within the meaning of
          Section 105(d)(4) of the Code) during his employment and, prior
          to the expiration date fixed for his option, his employment is
          terminated as a consequence of such disability, such option may
          be exercised by the optionee at any time prior to the earlier of
          (i) the first anniversary of the optionee's termination of
          employment, or (ii) the expiration date specified in such option.

     (f)  Assignability

          No option shall be assignable or transferable by the optionee
          except by will or by the laws of descent and distribution, and
          during the lifetime of the optionee shall be exercisable only by
          him.

     (g)  Rights as a Stockholder

          An optionee shall have no rights as a stockholder with respect to
          any shares covered by his option until the issuance of a stock
          certificate to him for such shares.

     (h)  Exercise Upon Retirement

          In the event an employee's employment has been or is terminated
          as a result of retirement under the terms of the Employee
          Retirement Plan, any options, including options then subject to
          restrictions, shall be exercisable within five (5) years from the
          effective date of such retirement.

7.  OPTION INSTRUMENTS - OTHER PROVISIONS

The options granted shall be evidenced by instruments in such form as the
Board or the Committee shall from time to time approve, which instruments
shall contain such provisions, not inconsistent with the provisions of the
Plan, as the Board or the Committee shall deem advisable.

8.  AMENDMENT OR DISCONTINUANCE OF PLAN

The Board or the Committee may from time to time, with respect to any
shares of Common Stock as to which options have not then been granted,
suspend or discontinue the Plan or amend it in any respect whatsoever,
except that, without the approval of the holders of at least a majority of
Common Stock represented and entitled to vote at a meeting of Stockholders
(except as provided in Section 4), the maximum number of shares of Common
Stock with respect to which options may be granted under the Plan shall not
be increased, the limitations on the price at which options may be granted
shall not be changed, and there shall be no change in the designation of
the eligible participants.

                                   II-5
9.  EXERCISE OF OPTIONS

Options may be exercised by any individuals entitled to do so either in
whole or in part by presenting to the Company appropriate written notice
together with (i) funds in the form of cash or personal check, in an amount
sufficient to pay for the shares plus any taxes or other transfer costs
applicable to the transaction or (ii) with the approval of the Committee,
by tendering to the Company shares of the Common Stock of the Company,
owned by him/her, and having a fair market value equal to the exercise
price applicable to his/her option, or (iii) at the discretion of the
Committee by a combination of (i) and (ii) above. The fair market value of
Stock so delivered shall be the closing price of publicly-traded shares of
Stock on the date prior to the date of exercise, as reported in The Wall
Street Journal. The partial exercise of the option shall have no effect on
the unexercised portion of the option.

10. RIGHT TO RECEIVE OPTIONS

Neither the adoption of the Plan nor any action of the Board or the
Committee shall be deemed to give any individual any right to be granted an
option, or any other right hereunder, unless and until the Board or the
Committee shall have granted such individual an option, and then his rights
shall be only such as are provided by the instrument evidencing such
option.

11. INDEMNIFICATION OF BOARD AND COMMITTEE

In addition to such other rights of indemnification as they may have as
members of the Board, the members of the Board and the members of the
Committee shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action, suit,
or proceeding to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan, or any
option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in
any such action, suit, or proceeding, except a judgment based upon a
finding of bad faith. Upon the institution of any such action, suit, or
proceeding, the Board or Committee member shall notify the Company in
writing, giving the Company an opportunity, at its own expense, to handle
and defend the same before such Board or Committee member undertakes to
handle it on his own behalf.

12. APPLICATION OF FUNDS

Such proceeds as shall be received by the Company from the sale of Common
Stock pursuant to options granted under the Plan will be used for general
corporate purposes.

13. SHAREHOLDER APPROVAL

This Plan was approved by the holders of at least a majority of Common
Stock represented and entitled to vote at a meeting of shareholders of the
Company on April 13, 1995, or at any adjournment thereof.

                                   II-6
14. TERMINATION OF PLAN

This Plan and all authority granted hereunder shall terminate absolutely at
12:00 midnight on April 13, 2005, and no options hereunder shall be granted
thereafter. Nothing contained herein, however, shall terminate or affect
the continued existence of rights created under options issued hereunder,
including options conditional upon approval of this Plan, and outstanding
on April 13, 1995, which by their terms extend beyond such date.

                                   II-7
EXHIBIT 5

June 21, 1995

The Board of Directors
Betz Laboratories, Inc.
4636 Somerton Road
Trevose, PA 19053

RE:  Betz Laboratories, Inc.
     Stock Option Plan of 1987

Gentlemen:

     This opinion is rendered in connection with the registration of
2,000,000 Common Shares (par value $0.10 per share) of Betz Laboratories,
Inc. ("Company") with the Securities and Exchange Commission on Form S-8
for issuance under the above referenced Company plan.

     As General Counsel to the Company, I am familiar with its legal
affairs and the legal affairs of its wholly owned subsidiaries which
participate, or whose employees are eligible to participate, in the
aforementioned plan.  Additionally, I have examined such records,
certificates, documents, statutes and regulations as I have deemed
necessary or appropriate as the basis of the opinions hereinafter set
forth.

     Based upon such examination, I am of the opinion that the Common
Shares to be issued under the aforementioned plan, if issued in conformity
with the terms of such plan, will be validly issued, fully paid and non-
assessable.

     I am further of the opinion that the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA") are not applicable to the
Betz Laboratories, Inc. Stock Option Plan of 1987.

                                       Very truly yours,

                                       s/ William C. Brafford
                                       ------------------------------
                                       William C. Brafford
                                       Vice President, Secretary
                                        and General Counsel

                                   II-8
EXHIBIT 24

                                 CONSENTS

                      CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1987 Stock Option Plan of Betz
Laboratories, Inc. of our reports dated January 27, 1995, with respect to
the consolidated financial statements of Betz Laboratories, Inc.
incorporated by reference in its annual report (Form 10-K) for the year
ended December 31, 1994 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.

                                     Ernst & Young LLP

Philadelphia, PA
June 21, 1995

                      CONSENT OF WILLIAM C. BRAFFORD

     I consent to the incorporation by reference as an Exhibit of my
opinion as to the shares registered hereby and the references to me under
the captions, "Legal Opinions" and "Index To Exhibits" in Registration
Statement on Form S-8 (to be filed with the Securities and Exchange
Commission on or about June 23, 1995), and related Prospectus pertaining to
the offering of Common Shares of Betz Laboratories, Inc. under the Betz
Laboratories, Inc. Stock Option Plan of 1987.

                                   William C. Brafford

Trevose, PA
June 21, 1995

                                   II-9