Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                               BALCHEM CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Maryland
         (State or other jurisdiction of incorporation or organization)

                                   13-2578432
                      (I.R.S. Employer Identification No.)

                                  P.O. Box 175
                           Slate Hill, New York 10973
                    (Address of Principal Executive offices)

                 Balchem Corporation 401(k)/Profit Sharing Plan
                            (Full title of the plan)

                             Wallace J. Borker, Esq.
                         Lebensfeld Borker & Sussman LLP
                               342 Madison Avenue
                            New York, New York 10173
                                 (212) 371-0300
            (Name, Address and Telephone Number of Agent for Service)


<PAGE>
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                               
                                                  Proposed Maximum       Proposed Maximum        
Title of  Securities to       Amount to be        Offering Price per     Aggregate Offering        Amount of
be Registered                 Registered          Share                  Price                  Registration Fee
-------------                 ----------          -----                  -----                  ----------------
<S>                          <C>                <C>                    <C>                     <C>
Common Stock,                                                                            
     Par value                              
     $0.06-2/3
     per share               100,000 shs.       $16.50 (1)             $1,650,000.00           $568.97
-------------------------------------------------------------------------------------------------------------------
       Total                 100,000 shs.                              $1,650,000.00           $568.97
===================================================================================================================
</TABLE>
(1)  Calculated  pursuant  to Rule  457(h)(1)  on the  basis of the high and low
prices of the Company's Common Stock as reported on the  consolidated  reporting
system for the American Stock Exchange on January 9, 1998.




This  Registration  Statement shall become effective  immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  The Registrant hereby  incorporates by reference the following
documents into this Registration Statement:

                  (a) The  Registrant's  Annual  Report on Form  10-KSB  for the
fiscal year ended December 31, 1996.

                  (b) The  Registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1997.

                  (c) The  Registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 1997.

                  (d) The  Registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1997.

                  (e) The description of the Registrant's Common Stock contained
in the Registrant's  Registration Statement on Form 8-A, File No. 1-13648, filed
under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") and declared
effective by the Securities and Exchange Commission on February 28, 1995.

                  In  addition,   all  documents  subsequently  filed  with  the
Securities and Exchange Commission by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in and made a part of
this Registration Statement from the date of filing of such documents.

Item 4.           Description of Securities.

                  Not required,  in as much as the Registrant's  Common Stock is
registered under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Article  XI of the  by-laws  of  the  Registrant  provides  as
follows:

                  INDEMNITY OF OFFICERS AND DIRECTORS

                  The corporation  shall indemnify and hold harmless each of its
directors  and officers  against any and all expenses  actually and  necessarily
incurred in  connection  with the defense of any action,  suit or  proceeding to
which such director or officer is made a party by reason of his being, or having
been, a director or officer of the corporation, except in relation to matters as
to which he shall be adjudged in such action,  suit or  proceeding  to be liable
for gross  negligence  or misconduct  in the  performance  of his duties as such
<PAGE>
director  or  officer.  In the  event  of  settlement  of such  action,  suit or
proceeding in the absence of such  adjudication,  indemnification  shall include
reimbursement   of  amounts  paid  in  settlement  and  expenses   actually  and
necessarily  incurred by such director or officer in connection  therewith,  but
such  indemnification  shall be provided only if this  corporation is advised by
its counsel that in his opinion  such  settlement  is for the best  interests of
this  corporation  and the  director or officer to be  indemnified  has not been
guilty of gross  negligence or  misconduct  in respect of any matter  covered by
such settlement.  Such right of indemnification shall not be deemed exclusive of
any other right,  or rights,  to which such  director or officer may be entitled
under any agreement, vote of shareholders or otherwise.


Item 7.           Exemption from Registration Claimed.

                  Not applicable.


 Item 8.          Exhibits.

                  See  the  Exhibit  Index  on page  II-6  of this  Registration
Statement.

                  The Registrant undertakes to submit the Plan and any amendment
thereto to the Internal  Revenue  Service  (IRS) in a timely manner and has made
and will make all changes required by the IRS in order to qualify the Plan.

Item 9.           Undertakings.

                  (1)      The undersigned Registrant undertakes:

                  (a) 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, unless the information
                  required to be included in such  post-effective  amendment  is
                  contained  in a periodic  report  required  to be filed by the
                  Registrant  or plan  pursuant  to  Section  13 or 15(d) of the
                  Exchange Act that is incorporated herein by reference;
                                       
                           (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,  unless the information  required to be included in
                  such  post-effective  amendment  is  contained  in a  periodic
                  report filed by the  Registrant or plan pursuant to Section 13
                  or 15(d) of the  Exchange Act that is  incorporated  herein by
                  reference;

                           (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.
<PAGE>
                  (b) 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  related to the  securities
         offered  herein,  and the offering of such securities at the time shall
         be deemed to be the initial bona fide offering thereof.

                  (c) 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.

                  (d) That, for the 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 15(d) of the Exchange Act that is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered herein,  and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (2) 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 provisions  described in
Item 6 above, 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 of the Registrant of expenses incurred or paid by the 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.
<PAGE>
                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
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 Hamlet of Slate Hill,  State of New York,  on  December  12,
1997.


                                      BALCHEM CORPORATION




                                      By:  \s\ Dino A. Rossi
                                           -----------------
                                           Dino A. Rossi
                                           President and Chief Executive Officer

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

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes  and appoints Dino A. Rossi,  his true and
lawful  attorney-in-fact,  with power of  substitution  and  resubstitution,  to
execute in the name of such person,  in his capacity as a director or officer of
Balchem  Corporation,  any and all amendments to this Registration  Statement on
Form S-8 and all  instruments  necessary or incidental in connection  therewith,
and to file the  same  with  the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that said attorney-in-fact,  or his substitute, may
do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has  been  signed  on  December  12,  1997 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature                              Title                                   Date
---------                              -----                                   ----
<S>                              <C>                                    <C>
\s\Dino A. Rossi                 President and Chief Executive          December 12, 1997
----------------                 Officer (Principal Executive  
   Dino A. Rossi                 Officer); Director            
                                 

                                 Director                               December    , 1997
----------------            
   John E. Beebe


\s\Francis X. McDermott          Director                               December 12, 1997
-----------------------
   Francis X. McDermott



\s\Leonard J. Zweifler           Director                               December  12, 1997
----------------------
   Leonard J. Zweifler
<PAGE> 
<CAPTION>
Signature                              Title                                   Date
---------                              -----                                   ----
<S>                              <C>                                    <C>


---------------------            Director                               December    , 1997
    Donald E. Alguire



\s\Israel Sheinberg              Director                               December 12, 1997
-------------------
   Israel Sheinberg



\s\Kenneth P. Mitchell           Director                               December 12, 1997
----------------------
   Kenneth P. Mitchell



\s\Paul F. Mosher                Director                               December 12, 1997
-----------------
   Paul F. Mosher



\s\Carl R. Pacifico              Director                               December 12, 1997
-------------------
   Carl R. Pacifico

</TABLE>
<PAGE>


                                  EXHIBIT INDEX


      Exhibit No.                                    Description     
      -----------                                    -----------  

         (4)         -        Balchem Corporation 401(k)/Profit Sharing Plan 
                              dated January 1, 1998

         (5)         -        Opinion of Lebensfeld Borker & Sussman LLP

         (24)(a)     -        Consent of Lebensfeld Borker & Susman LLP 
                              (included in Exhibit 5)

         (24)(b)     -        Consent of Judelson, Giordano & Siegel, P.C.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15539}]
{"company-data": {"conformed-name": "BALCHEM CORP", "cik": "0000009326", "assigned-sic": "2800", "irs-number": "132578432", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44489", "film-number": "98508973"}, "business-address": {"street1": "P O BOX 175", "city": "SLATE HILL", "state": "NY", "zip": "10973", "phone": "9143555345"}, "mail-address": {"street1": "P O BOX 175", "city": "SLATE HILL", "state": "NY", "zip": "10973"}}
Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               BALCHEM CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Maryland
         (State or other jurisdiction of incorporation or organization)

                                   13-2578432
                      (I.R.S. Employer Identification No.)

                                  P.O. Box 175
                           Slate Hill, New York 10973
                    (Address of Principal Executive offices)

                 Balchem Corporation 401(k)/Profit Sharing Plan
                            (Full title of the plan)

                             Wallace J. Borker, Esq.
                         Lebensfeld Borker & Sussman LLP
                               342 Madison Avenue
                            New York, New York 10173
                                 (212) 371-0300
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                               
                                                  Proposed Maximum       Proposed Maximum        
Title of  Securities to       Amount to be        Offering Price per     Aggregate Offering        Amount of
be Registered                 Registered          Share                  Price                  Registration Fee
-------------                 ----------          -----                  -----                  ----------------
Common Stock,                                                                            
     Par value                              
     $0.06-2/3
     per share               100,000 shs.       $16.50 (1)             $1,650,000.00           $568.97
-------------------------------------------------------------------------------------------------------------------
       Total                 100,000 shs.                              $1,650,000.00           $568.97
===================================================================================================================
(1)  Calculated  pursuant  to Rule  457(h)(1)  on the  basis of the high and low
prices of the Company's Common Stock as reported on the  consolidated  reporting
system for the American Stock Exchange on January 9, 1998.

This  Registration  Statement shall become effective  immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  The Registrant hereby  incorporates by reference the following
documents into this Registration Statement:

                  (a) The  Registrant's  Annual  Report on Form  10-KSB  for the
fiscal year ended December 31, 1996.

                  (b) The  Registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1997.

                  (c) The  Registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 1997.

                  (d) The  Registrant's  Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1997.

                  (e) The description of the Registrant's Common Stock contained
in the Registrant's  Registration Statement on Form 8-A, File No. 1-13648, filed
under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") and declared
effective by the Securities and Exchange Commission on February 28, 1995.

                  In  addition,   all  documents  subsequently  filed  with  the
Securities and Exchange Commission by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in and made a part of
this Registration Statement from the date of filing of such documents.

Item 4.           Description of Securities.

                  Not required,  in as much as the Registrant's  Common Stock is
registered under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Article  XI of the  by-laws  of  the  Registrant  provides  as
follows:

                  INDEMNITY OF OFFICERS AND DIRECTORS

                  The corporation  shall indemnify and hold harmless each of its
directors  and officers  against any and all expenses  actually and  necessarily
incurred in  connection  with the defense of any action,  suit or  proceeding to
which such director or officer is made a party by reason of his being, or having
been, a director or officer of the corporation, except in relation to matters as
to which he shall be adjudged in such action,  suit or  proceeding  to be liable
for gross  negligence  or misconduct  in the  performance  of his duties as such
director  or  officer.  In the  event  of  settlement  of such  action,  suit or
proceeding in the absence of such  adjudication,  indemnification  shall include
reimbursement   of  amounts  paid  in  settlement  and  expenses   actually  and
necessarily  incurred by such director or officer in connection  therewith,  but
such  indemnification  shall be provided only if this  corporation is advised by
its counsel that in his opinion  such  settlement  is for the best  interests of
this  corporation  and the  director or officer to be  indemnified  has not been
guilty of gross  negligence or  misconduct  in respect of any matter  covered by
such settlement.  Such right of indemnification shall not be deemed exclusive of
any other right,  or rights,  to which such  director or officer may be entitled
under any agreement, vote of shareholders or otherwise.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

 Item 8.          Exhibits.

                  See  the  Exhibit  Index  on page  II-6  of this  Registration
Statement.

                  The Registrant undertakes to submit the Plan and any amendment
thereto to the Internal  Revenue  Service  (IRS) in a timely manner and has made
and will make all changes required by the IRS in order to qualify the Plan.

Item 9.           Undertakings.

                  (1)      The undersigned Registrant undertakes:

                  (a) 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, unless the information
                  required to be included in such  post-effective  amendment  is
                  contained  in a periodic  report  required  to be filed by the
                  Registrant  or plan  pursuant  to  Section  13 or 15(d) of the
                  Exchange Act that is incorporated herein by reference;
                                       
                           (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,  unless the information  required to be included in
                  such  post-effective  amendment  is  contained  in a  periodic
                  report filed by the  Registrant or plan pursuant to Section 13
                  or 15(d) of the  Exchange Act that is  incorporated  herein by
                  reference;

                           (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.
(b) 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  related to the  securities
         offered  herein,  and the offering of such securities at the time shall
         be deemed to be the initial bona fide offering thereof.

                  (c) 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.

                  (d) That, for the 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 15(d) of the Exchange Act that is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered herein,  and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (2) 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 provisions  described in
Item 6 above, 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 of the Registrant of expenses incurred or paid by the 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.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
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 Hamlet of Slate Hill,  State of New York,  on  December  12,
1997.

                                      BALCHEM CORPORATION

                                      By:  \s\ Dino A. Rossi
                                           -----------------
                                           Dino A. Rossi
                                           President and Chief Executive Officer

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

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes  and appoints Dino A. Rossi,  his true and
lawful  attorney-in-fact,  with power of  substitution  and  resubstitution,  to
execute in the name of such person,  in his capacity as a director or officer of
Balchem  Corporation,  any and all amendments to this Registration  Statement on
Form S-8 and all  instruments  necessary or incidental in connection  therewith,
and to file the  same  with  the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that said attorney-in-fact,  or his substitute, may
do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has  been  signed  on  December  12,  1997 by the
following persons in the capacities indicated.
Signature                              Title                                   Date
---------                              -----                                   ----
\s\Dino A. Rossi                 President and Chief Executive          December 12, 1997
----------------                 Officer (Principal Executive  
   Dino A. Rossi                 Officer); Director            
                                 

                                 Director                               December    , 1997
----------------            
   John E. Beebe

\s\Francis X. McDermott          Director                               December 12, 1997
-----------------------
   Francis X. McDermott

\s\Leonard J. Zweifler           Director                               December  12, 1997
----------------------
   Leonard J. Zweifler
Signature                              Title                                   Date
---------                              -----                                   ----
---------------------            Director                               December    , 1997
    Donald E. Alguire

\s\Israel Sheinberg              Director                               December 12, 1997
-------------------
   Israel Sheinberg

\s\Kenneth P. Mitchell           Director                               December 12, 1997
----------------------
   Kenneth P. Mitchell

\s\Paul F. Mosher                Director                               December 12, 1997
-----------------
   Paul F. Mosher

\s\Carl R. Pacifico              Director                               December 12, 1997
-------------------
   Carl R. Pacifico
EXHIBIT INDEX

      Exhibit No.                                    Description     
      -----------                                    -----------  

         (4)         -        Balchem Corporation 401(k)/Profit Sharing Plan 
                              dated January 1, 1998

         (5)         -        Opinion of Lebensfeld Borker & Sussman LLP

         (24)(a)     -        Consent of Lebensfeld Borker & Susman LLP 
                              (included in Exhibit 5)

         (24)(b)     -        Consent of Judelson, Giordano & Siegel, P.C.