FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               BALCHEM CORPORATION

             (Exact name of registrant as specified in its charter)

            Maryland                                    13-2578432
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                  P.O. Box 175
                           Slate Hill, New York 10973
                                (914) 355-5300
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                        1994 INCENTIVE STOCK OPTION PLAN
                         STOCK OPTION PLAN FOR DIRECTORS
                 STOCK OPTION PLAN FOR DIRECTORS (adopted 1989)
                     THE BALCHEM CORPORATION 1999 STOCK PLAN
    OPTIONS GRANTED PURSUANT TO CERTAIN AGREEMENTS WITH CHARLES B. MCLELLAND
    ------------------------------------------------------------------------
                            (Full Title of the Plan)


                                  Dino A. Rossi
                      President and Chief Executive Officer
                               Balchem Corporation
                                  P.O. Box 175
                           Slate Hill, New York 10973
                                 (914) 355-5300
 ------------------------------------------------------------------------------
 Name, Address and Telephone Number, including area code, of Agent for Service)

                                    Copy to:

                              Nathan E. Assor, Esq.
                        Golenbock, Eiseman, Assor & Bell
                               437 Madison Avenue
                          New York, New York 10022-7302
                                 (212) 907-7300
<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                     Proposed maximum        Proposed maximum
 Title of securities to be       Amount to be       offering price per      aggregate offering         Amount of
         registered               registered             share (1)              price (1)         registration fee(1)
         ----------               ----------             ---------              ---------         -------------------
<S>                               <C>                     <C>                   <C>                      <C>   
Common Stock, par value
$.06-2/3 per share                963,972 (2)             $5.625                $5,422,343               $1,507
</TABLE>
--------------------

(1)  Estimated  solely  for the  purpose  of calculating  the  registration  fee
     pursuant to Rule  457(h)(1)  under the  Securities  Act of 1933, as amended
     (the "Securities  Act"), based on the average of the high and low prices of
     the Company's Common Stock as reported on the consolidated reporting system
     for the American Stock Exchange as of May 5, 1999.

(2)  Represents (a) 600,000 shares issuable pursuant to the Balchem  Corporation
     1999 Stock Plan (the "1999  Stock  Plan"),  subject to the  approval of the
     1999 Stock Plan by the Registrant's  stockholders at the Registrant's  1999
     Annual  Meeting;  and (b) an aggregate of 363,972 shares  issuable upon the
     exercise  of  options  (i)  granted,  or which  may be  granted,  under the
     Registrant's 1994 Incentive Stock Option Plan, as amended (the "ISO Plan");
     the offer and sale of shares pursuant to the ISO Plan having been initially
     registered pursuant to the Registrant's  Registration Statement on Form S-8
     (No.  33-35950),  which  became  effective  on November  1, 1996;  and (ii)
     granted or deemed granted, or which may be granted,  under the Registrant's
     Stock Option Plan for Directors (or under its predecessor Stock Option Plan
     for Directors adopted in 1989), as amended (collectively, the"Non-Qualified
     Plan"),  and including shares issuable upon the exercise of options granted
     by the Registrant to Charles B. McClelland  pursuant to Agreements  between
     the Registrant and Mr.  McClelland,  dated as of April 1, 1993,  January 1,
     1995 and April 25, 1997, as amended; the offer and sale of shares under the
     Non-Qualified  Plan  having  been  initially  registered  pursuant  to  the
     Registrant's  Registration  Statement  on Form  S-8 (No.  33-35912),  which
     became effective on November 1, 1996 (which Registration Statement was also
     intended to cover shares  issuable  pursuant to options  granted under such
     predecessor Stock Option Plan for Directors). If the 1999 Stock Plan is not
     so  approved,  the  shares  described  in the  foregoing  clause  (a) shall
     represent  additional shares issuable upon the exercise of options that may
     be granted in the future under the ISO Plan.

     Pursuant  to Rule  416(c)  under  the  Securities  Act,  this  Registration
     Statement also covers an indeterminate number of shares as may be issued in
     respect of stock splits, stock dividends and similar transactions.

                                       ii
<PAGE>
                                   PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I will be
delivered  to  the  participants  in  the  plan  covered  by  this  Registration
Statement,  as amended,  as required by Rule 428(b) under the  Securities Act of
1933, as amended.  Such  documents are not being filed with the  Securities  and
Exchange  Commission as part of this Registration  Statement,  as amended, or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.

                                      iii
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain 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-K for the
                           fiscal year ended December 31, 1998.

                  (b)      Not Applicable.

                  (c)      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 Applicable.

Item 5.          Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.          Indemnification of Directors and Officers

                  Article Eighth of the Registrant's  Articles of Incorporation,
as amended, provides as follows:

                  "EIGHTH: To the fullest extent permitted by Maryland statutory
or  decisional  law,  as amended or  interpreted,  no director or officer of the
Corporation  shall be personally  liable to the Corporation or its  stockholders
for money damages.  No amendment of the charter of the  Corporation or repeal of
any of its  provisions  shall  limit  or  eliminate  the  benefits  provided  to
directors and officers under this provisions with respect to any act or omission
that occurred prior to such amendment or repeal."

                  Under Maryland law, the foregoing  provisions do not eliminate
or limit the  personal  liability  of a director or an officer (a) to the extent
that it is proved  that the  director or officer  actually  received an improper
benefit or profit in money,  property or services  for the amount of the benefit
or profit in money,  property or services actually received or (b) to the extent
that a judgment or other final  adjudication is entered in a proceeding based on
a finding that the  director's or officer's  action,  or failure to act, was the
result of active and  deliberate  dishonesty  and was  material  to the cause of
action  adjudicated in such proceeding.  These provisions also do not affect the
ability of Registrant or its stockholders to obtain equitable relief, such as an
injunction or rescission.

                  The  Maryland  General  Corporation  law  generally  permits a
corporation  to indemnify  its directors  and  officers,  among others,  against
judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
incurred by

                                      II-1
<PAGE>
them in  connection  with any  proceeding  to which  they may be made a party by
reason of their service in those or other  capacities,  unless it is established
that (a) the act or  omission of the  director  or officer  was  material to the
matter giving rise to such  proceeding and (1) was committed in bad faith or (2)
was the result of active and deliberate dishonesty,  (b) the director or officer
actually received an improper benefit in money,  property or services, or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the action or omission was unlawful.  However, in the case
of a suit by or in the right of the  corporation,  a director or officer may not
be indemnified in respect of any proceeding in which he shall have been adjudged
liable to the corporation,  unless and only to the extent a court of appropriate
jurisdiction  determines  that such person is fairly and reasonably  entitled to
indemnity for such expenses as such court may deem proper.

                  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."
<PAGE>
Item 7.          Exemption from Registration Claimed

                  Not Applicable.

Item 8.          Exhibits

                  4.1      Balchem  Corporation 1999 Stock Plan (incorporated by
                           reference to the Registrant's Proxy Statement for its
                           1999 Annual Meeting, dated April 23, 1999).
                  4.2      1994  Incentive  Stock Option  Plan,  as amended (the
                           "ISO Plan").
                  4.2.1    Amendment  to  ISO  Plan  approved   April  9,  1999.
                  4.3      Stock Option Plan for Directors, as amended.
                  4.4      Stock Option Plan for Directors (adopted 1989).
                  4.5      Agreements  between  the  Registrant  and  Charles B.
                           McClelland,  respectively  dated as of April 1, 1993,
                           January  1,  1995 and  April  25,  1997,  as  amended
                           (incorporated  by  reference  to Exhibit  10.5 to the
                           Registrant's  Annual  Report  on  Form  10-K  for the
                           fiscal year ended December 31, 1998 (No. 1-13648)).
                  5.1      Opinion of Golenbock, Eiseman, Assor & Bell.
                  5.2      Opinion   of   Lebensfeld   Borker  &   Sussman   LLP
                           (incorporated  by  reference  to  Exhibit  5  to  the
                           Registrant's  Registration Statement on Form S-8 (No.
                           33-35950).
                  5.3      Opinion   of   Lebensfeld   Borker  &   Sussman   LLP
                           (incorporated  by  reference  to  Exhibit  5  to  the
                           Registrant's  Registration Statement on Form S-8 (No.
                           33-35912)).
                  23.1     Consent of Golenbock, Eiseman, Assor & Bell (included
                           in Exhibit 5.1).
                  23.2     Consent of Lebensfeld Borker & Sussman LLP.
                  23.3     Consent of KPMG LLP.
                  23.4     Consent of Judelson, Giordano & Siegel, P.C.
                  24       Power  of  Attorney  executed  by  the  Officers  and
                           Directors who signed this  Registration  Statement is
                           set forth on the signature  page of the  Registration
                           Statement.

                                      II-2
<PAGE>
9 Item .          Undertakings

                           (a)      The    undersigned     registrant     hereby
                                    undertakes:

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

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

                                    (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.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the total value of  securities  offered would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may be  reflected  in the  form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price  represent  no more than 20%  change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee'  table  in  the
                           effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

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

                  (c)      Insofar as  indemnification  for liabilities  arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities 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

                                      II-3
<PAGE>
whether such  indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.




                                      II-4
<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 all
the  requirements  for filing on Form S-8, and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Hamlet of Slate Hill and State of New York on this 29th
day of April, 1999.

                                BALCHEM CORPORATION

                                By:    /s/ Dino A. Rossi
                                       -----------------------------------------
                                Name:      Dino A. Rossi
                                Title:     President and Chief Executive Officer

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
<PAGE>
/s/ Dino A. Rossi                  President, Chief Executive     April 29, 1999
--------------------------------   Officer and Director           
Dino A. Rossi                      (principal executive officer
                                   and principal financial 
                                   officer)

/s/ Francis J. Fitzpatrick         Controller (principal          April 29, 1999
--------------------------------   accounting officer)
Francis J. Fitzpatrick            


/s/ Donald E. Alguire           
--------------------------------   Director                       April 29, 1999
Donald E. Alguire


/s/ John E. Beebe
--------------------------------   Director                       April 29, 1999
John E. Beebe


/s/ Francis X. McDermott
--------------------------------   Director                       April 29, 1999
Francis X. McDermott


/s/ Kenneth P. Mitchell
--------------------------------   Director                       April 29, 1999
Kenneth P. Mitchell


/s/ Carl R. Pacifico
--------------------------------   Director                       April 29, 1999
Carl R. Pacifico


/s/ Israel Sheinberg
--------------------------------   Director                       April 29, 1999
Israel Sheinberg


/s/ F. Leonard J. Zweifler
--------------------------------   Director                       April 29, 1999
Leonard J. Zweifler

                                      II-5
<PAGE>
                                  EXHIBIT INDEX

Exhibit

4.1      Balchem  Corporation 1999 Stock Plan  (incorporated by reference to the
         Registrant's  Proxy Statement for its 1999 Annual Meeting,  dated April
         23, 1999).
4.2      1994  Incentive  Stock Option Plan, as amended (the "ISO Plan").
4.2.1    Amendment to ISO Plan approved April 9, 1999.
4.3      Stock Option Plan for Directors, as amended.
4.4      Stock Option Plan for Directors (adopted 1989).
4.5      Agreements   between  the   Registrant   and  Charles  B.   McClelland,
         respectively  dated as of April 1, 1993,  January 1, 1995 and April 25,
         1997,  as amended  (incorporated  by  reference  to Exhibit 10.5 to the
         Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
         December 31, 1998 (No. 1-13648)).
5.1      Opinion of Golenbock, Eiseman, Assor & Bell.
5.2      Opinion of Lebensfeld  Borker & Sussman LLP  (incorporated by reference
         to Exhibit 5 to the  Registrant's  Registration  Statement  on Form S-8
         (No.   33-35950).   
5.3      Opinion of Lebensfeld  Borker & Sussman LLP  (incorporated by reference
         to Exhibit 5 to the  Registrant's  Registration  Statement  on Form S-8
         (No.  33-35912)).
23.1     Consent  of  Golenbock,  Eiseman,  Assor  & Bell
         (included in Exhibit 5.1).
23.2     Consent of Lebensfeld Borker & Sussman LLP.
23.3     Consent of KPMG LLP.
23.4     Consent of Judelson, Giordano & Siegel, P.C.
24       Power of Attorney  executed by the  Officers and  Directors  who signed
         this  Registration  Statement is set forth on the signature page of the
         Registration Statement.
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{"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": "333-78355", "film-number": "99619091"}, "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"}}
FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               BALCHEM CORPORATION

             (Exact name of registrant as specified in its charter)

            Maryland                                    13-2578432
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                  P.O. Box 175
                           Slate Hill, New York 10973
                                (914) 355-5300
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                        1994 INCENTIVE STOCK OPTION PLAN
                         STOCK OPTION PLAN FOR DIRECTORS
                 STOCK OPTION PLAN FOR DIRECTORS (adopted 1989)
                     THE BALCHEM CORPORATION 1999 STOCK PLAN
    OPTIONS GRANTED PURSUANT TO CERTAIN AGREEMENTS WITH CHARLES B. MCLELLAND
    ------------------------------------------------------------------------
                            (Full Title of the Plan)

                                  Dino A. Rossi
                      President and Chief Executive Officer
                               Balchem Corporation
                                  P.O. Box 175
                           Slate Hill, New York 10973
                                 (914) 355-5300
 ------------------------------------------------------------------------------
 Name, Address and Telephone Number, including area code, of Agent for Service)

                                    Copy to:

                              Nathan E. Assor, Esq.
                        Golenbock, Eiseman, Assor & Bell
                               437 Madison Avenue
                          New York, New York 10022-7302
                                 (212) 907-7300
CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed maximum
 Title of securities to be       Amount to be       offering price per      aggregate offering         Amount of
         registered               registered             share (1)              price (1)         registration fee(1)
         ----------               ----------             ---------              ---------         -------------------
Common Stock, par value
$.06-2/3 per share                963,972 (2)             $5.625                $5,422,343               $1,507
--------------------

(1)  Estimated  solely  for the  purpose  of calculating  the  registration  fee
     pursuant to Rule  457(h)(1)  under the  Securities  Act of 1933, as amended
     (the "Securities  Act"), based on the average of the high and low prices of
     the Company's Common Stock as reported on the consolidated reporting system
     for the American Stock Exchange as of May 5, 1999.

(2)  Represents (a) 600,000 shares issuable pursuant to the Balchem  Corporation
     1999 Stock Plan (the "1999  Stock  Plan"),  subject to the  approval of the
     1999 Stock Plan by the Registrant's  stockholders at the Registrant's  1999
     Annual  Meeting;  and (b) an aggregate of 363,972 shares  issuable upon the
     exercise  of  options  (i)  granted,  or which  may be  granted,  under the
     Registrant's 1994 Incentive Stock Option Plan, as amended (the "ISO Plan");
     the offer and sale of shares pursuant to the ISO Plan having been initially
     registered pursuant to the Registrant's  Registration Statement on Form S-8
     (No.  33-35950),  which  became  effective  on November  1, 1996;  and (ii)
     granted or deemed granted, or which may be granted,  under the Registrant's
     Stock Option Plan for Directors (or under its predecessor Stock Option Plan
     for Directors adopted in 1989), as amended (collectively, the"Non-Qualified
     Plan"),  and including shares issuable upon the exercise of options granted
     by the Registrant to Charles B. McClelland  pursuant to Agreements  between
     the Registrant and Mr.  McClelland,  dated as of April 1, 1993,  January 1,
     1995 and April 25, 1997, as amended; the offer and sale of shares under the
     Non-Qualified  Plan  having  been  initially  registered  pursuant  to  the
     Registrant's  Registration  Statement  on Form  S-8 (No.  33-35912),  which
     became effective on November 1, 1996 (which Registration Statement was also
     intended to cover shares  issuable  pursuant to options  granted under such
     predecessor Stock Option Plan for Directors). If the 1999 Stock Plan is not
     so  approved,  the  shares  described  in the  foregoing  clause  (a) shall
     represent  additional shares issuable upon the exercise of options that may
     be granted in the future under the ISO Plan.

     Pursuant  to Rule  416(c)  under  the  Securities  Act,  this  Registration
     Statement also covers an indeterminate number of shares as may be issued in
     respect of stock splits, stock dividends and similar transactions.

                                       ii
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I will be
delivered  to  the  participants  in  the  plan  covered  by  this  Registration
Statement,  as amended,  as required by Rule 428(b) under the  Securities Act of
1933, as amended.  Such  documents are not being filed with the  Securities  and
Exchange  Commission as part of this Registration  Statement,  as amended, or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.

                                      iii
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain 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-K for the
                           fiscal year ended December 31, 1998.

                  (b)      Not Applicable.

                  (c)      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 Applicable.

Item 5.          Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.          Indemnification of Directors and Officers

                  Article Eighth of the Registrant's  Articles of Incorporation,
as amended, provides as follows:

                  "EIGHTH: To the fullest extent permitted by Maryland statutory
or  decisional  law,  as amended or  interpreted,  no director or officer of the
Corporation  shall be personally  liable to the Corporation or its  stockholders
for money damages.  No amendment of the charter of the  Corporation or repeal of
any of its  provisions  shall  limit  or  eliminate  the  benefits  provided  to
directors and officers under this provisions with respect to any act or omission
that occurred prior to such amendment or repeal."

                  Under Maryland law, the foregoing  provisions do not eliminate
or limit the  personal  liability  of a director or an officer (a) to the extent
that it is proved  that the  director or officer  actually  received an improper
benefit or profit in money,  property or services  for the amount of the benefit
or profit in money,  property or services actually received or (b) to the extent
that a judgment or other final  adjudication is entered in a proceeding based on
a finding that the  director's or officer's  action,  or failure to act, was the
result of active and  deliberate  dishonesty  and was  material  to the cause of
action  adjudicated in such proceeding.  These provisions also do not affect the
ability of Registrant or its stockholders to obtain equitable relief, such as an
injunction or rescission.

                  The  Maryland  General  Corporation  law  generally  permits a
corporation  to indemnify  its directors  and  officers,  among others,  against
judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
incurred by

                                      II-1
them in  connection  with any  proceeding  to which  they may be made a party by
reason of their service in those or other  capacities,  unless it is established
that (a) the act or  omission of the  director  or officer  was  material to the
matter giving rise to such  proceeding and (1) was committed in bad faith or (2)
was the result of active and deliberate dishonesty,  (b) the director or officer
actually received an improper benefit in money,  property or services, or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the action or omission was unlawful.  However, in the case
of a suit by or in the right of the  corporation,  a director or officer may not
be indemnified in respect of any proceeding in which he shall have been adjudged
liable to the corporation,  unless and only to the extent a court of appropriate
jurisdiction  determines  that such person is fairly and reasonably  entitled to
indemnity for such expenses as such court may deem proper.

                  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

                  4.1      Balchem  Corporation 1999 Stock Plan (incorporated by
                           reference to the Registrant's Proxy Statement for its
                           1999 Annual Meeting, dated April 23, 1999).
                  4.2      1994  Incentive  Stock Option  Plan,  as amended (the
                           "ISO Plan").
                  4.2.1    Amendment  to  ISO  Plan  approved   April  9,  1999.
                  4.3      Stock Option Plan for Directors, as amended.
                  4.4      Stock Option Plan for Directors (adopted 1989).
                  4.5      Agreements  between  the  Registrant  and  Charles B.
                           McClelland,  respectively  dated as of April 1, 1993,
                           January  1,  1995 and  April  25,  1997,  as  amended
                           (incorporated  by  reference  to Exhibit  10.5 to the
                           Registrant's  Annual  Report  on  Form  10-K  for the
                           fiscal year ended December 31, 1998 (No. 1-13648)).
                  5.1      Opinion of Golenbock, Eiseman, Assor & Bell.
                  5.2      Opinion   of   Lebensfeld   Borker  &   Sussman   LLP
                           (incorporated  by  reference  to  Exhibit  5  to  the
                           Registrant's  Registration Statement on Form S-8 (No.
                           33-35950).
                  5.3      Opinion   of   Lebensfeld   Borker  &   Sussman   LLP
                           (incorporated  by  reference  to  Exhibit  5  to  the
                           Registrant's  Registration Statement on Form S-8 (No.
                           33-35912)).
                  23.1     Consent of Golenbock, Eiseman, Assor & Bell (included
                           in Exhibit 5.1).
                  23.2     Consent of Lebensfeld Borker & Sussman LLP.
                  23.3     Consent of KPMG LLP.
                  23.4     Consent of Judelson, Giordano & Siegel, P.C.
                  24       Power  of  Attorney  executed  by  the  Officers  and
                           Directors who signed this  Registration  Statement is
                           set forth on the signature  page of the  Registration
                           Statement.

                                      II-2
9 Item .          Undertakings

                           (a)      The    undersigned     registrant     hereby
                                    undertakes:

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

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

                                    (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.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the total value of  securities  offered would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may be  reflected  in the  form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price  represent  no more than 20%  change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee'  table  in  the
                           effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

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

                  (c)      Insofar as  indemnification  for liabilities  arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities 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

                                      II-3
whether such  indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8, and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Hamlet of Slate Hill and State of New York on this 29th
day of April, 1999.

                                BALCHEM CORPORATION

                                By:    /s/ Dino A. Rossi
                                       -----------------------------------------
                                Name:      Dino A. Rossi
                                Title:     President and Chief Executive Officer

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
/s/ Dino A. Rossi                  President, Chief Executive     April 29, 1999
--------------------------------   Officer and Director           
Dino A. Rossi                      (principal executive officer
                                   and principal financial 
                                   officer)

/s/ Francis J. Fitzpatrick         Controller (principal          April 29, 1999
--------------------------------   accounting officer)
Francis J. Fitzpatrick            

/s/ Donald E. Alguire           
--------------------------------   Director                       April 29, 1999
Donald E. Alguire

/s/ John E. Beebe
--------------------------------   Director                       April 29, 1999
John E. Beebe

/s/ Francis X. McDermott
--------------------------------   Director                       April 29, 1999
Francis X. McDermott

/s/ Kenneth P. Mitchell
--------------------------------   Director                       April 29, 1999
Kenneth P. Mitchell

/s/ Carl R. Pacifico
--------------------------------   Director                       April 29, 1999
Carl R. Pacifico

/s/ Israel Sheinberg
--------------------------------   Director                       April 29, 1999
Israel Sheinberg

/s/ F. Leonard J. Zweifler
--------------------------------   Director                       April 29, 1999
Leonard J. Zweifler

                                      II-5
EXHIBIT INDEX

Exhibit

4.1      Balchem  Corporation 1999 Stock Plan  (incorporated by reference to the
         Registrant's  Proxy Statement for its 1999 Annual Meeting,  dated April
         23, 1999).
4.2      1994  Incentive  Stock Option Plan, as amended (the "ISO Plan").
4.2.1    Amendment to ISO Plan approved April 9, 1999.
4.3      Stock Option Plan for Directors, as amended.
4.4      Stock Option Plan for Directors (adopted 1989).
4.5      Agreements   between  the   Registrant   and  Charles  B.   McClelland,
         respectively  dated as of April 1, 1993,  January 1, 1995 and April 25,
         1997,  as amended  (incorporated  by  reference  to Exhibit 10.5 to the
         Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
         December 31, 1998 (No. 1-13648)).
5.1      Opinion of Golenbock, Eiseman, Assor & Bell.
5.2      Opinion of Lebensfeld  Borker & Sussman LLP  (incorporated by reference
         to Exhibit 5 to the  Registrant's  Registration  Statement  on Form S-8
         (No.   33-35950).   
5.3      Opinion of Lebensfeld  Borker & Sussman LLP  (incorporated by reference
         to Exhibit 5 to the  Registrant's  Registration  Statement  on Form S-8
         (No.  33-35912)).
23.1     Consent  of  Golenbock,  Eiseman,  Assor  & Bell
         (included in Exhibit 5.1).
23.2     Consent of Lebensfeld Borker & Sussman LLP.
23.3     Consent of KPMG LLP.
23.4     Consent of Judelson, Giordano & Siegel, P.C.
24       Power of Attorney  executed by the  Officers and  Directors  who signed
         this  Registration  Statement is set forth on the signature page of the
         Registration Statement.