Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933


                              SYBRON CHEMICALS INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

               Delaware                             1-0301280
       (State of incorporation)      (I.R.S. Employer Identification No.)

           Birmingham Road, P.O. Box 66, Birmingham, New Jersey 08011
               (Address of principal executive offices) (Zip Code)

                              Sybron Chemicals Inc.
                             1992 Stock Option Plan
                             ----------------------
                            (Full title of the plan)


                              Mr. Richard M. Klein
                      President and Chief Executive Officer
                              Sybron Chemicals Inc.
                          P.O. Box 66, Birmingham Road
                          Birmingham, New Jersey 08011
                     (Name and address of agent for service)

                                 (609) 893-1100
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                              David Gitlin, Esquire
                       Wolf, Block, Schorr and Solis-Cohen
                         Twelfth Floor Packard Building
                            15th and Chestnut Streets
                             Philadelphia, PA 19102
                                 (215) 977-2284


<PAGE>


                         CALCULATION OF REGISTRATION FEE



                                     Proposed       Proposed
    Title of                         Maximum        Maximum        Amount of
Securities to be   Amount to be   Offering Price    Aggregate    Registration
   Registered      Registered(l)   Per Share(2)   Offering Price      Fee
   ----------      -------------   ------------   --------------      ---

Common Stock,         420,000         18.50         7,770,000        2,565
$0.01 par value





--------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement also covers such additional shares as may hereafter
     be offered or issued to prevent dilution resulting from stock splits, stock
     dividends, recapitalization or certain other capital adjustments.

(2)  Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as
     amended,  represents  the average of the high and low prices for the Common
     Stock as quoted on the American Stock Exchange on June 18, 1997.
--------------------------------------------------------------------------------



<PAGE>




                                     PART 11

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.
                ----------------------------------------

                The following documents filed by Sybron Chemicals Inc. (the
"Registrant" or the "Company")with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:

                1. The Registrant's  Annual Report on Form 10-K for the 
year ended December 31, 1996.

                2. The Registrant's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1997.

                3. The description of the Registrant's Common Stock, $0.01
par value (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A filed March 25, 1992 under Section 12 of the Exchange Act
including all amendments or reports filed for the purposes of updating such
description.

                All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 this Registration Statement and to
be a part hereof from the date of filing of such documents.

                Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4.          Description of Securities.
                 --------------------------

                 Not applicable.

Item 5.          Interests of Named Experts and Counsel.
                 ---------------------------------------

                 Not applicable.


                                      II-1


<PAGE>



Item 6.          Indemnification of Directors and Officers.
                 ------------------------------------------

                 Under Section 145 of the Delaware General Corporation Law, as
amended, the Registrant has the power to indemnify directors and officers under
certain prescribed circumstances (including when ordered by a court or when
authorized by a majority of disinterested directors, by independent legal
counsel who is properly directed to make such a determination or by
stockholders) and subject to certain limitations (including, unless otherwise
determined by the proper court, when such officer or director is adjudged liable
to the Registrant), against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative, or investigative, to which
any of them is a party by reason of his or her being a director or officer of
the Registrant if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provisions including
when such officer or director acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the Registrant's best interests,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful..

                 Pursuant to Article 10 of the Company's Certificate of
Incorporation, the directors of the Company shall be entitled to the benefits of
all limitations on the liability of directors generally that are now or
hereafter become available under the Delaware General Corporation Law. Further,
no director of the Company shall be liable to the Company or its stockholders
for monetary damages for breach of his or her fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of Article 10 shall be prospective only, and shall not affect, to
the detriment of any director, any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.

                 Section 7.1 of the Company's By-Laws provides indemnification
to directors and officers of the Company against expenses (including attomeys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by any of them, to the fullest extent now or hereafter permitted by
law, in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, brought or
threatened to be brought against any of them by reason of any such person's
performance as a director or officer of the Company, its parent or any of its
subsidiaries, or in any other capacity on behalf of the Company, its parent or
any of its subsidiaries. Section 7.1 also permits the Board of Directors by
resolution adopted in each specific instance to similarly indemnify any person
other than a director or officer of the Company for liabilities incurred by such
person in connection with services rendered by such person for or at the request
of the Company, its parent or any of its subsidiaries. The provisions of Section
7.1 are applicable to



                                      II-2


<PAGE>



all actions, suits or proceedings commenced after the adoption of Section 7.1,
whether arising out of acts or omissions that occurred prior or subsequent to
such adoption, and shall continue as to a person who has ceased to be a director
or officer of the Company or, as the case may be, its parent or subsidiaries,
and shall inure to the benefit of the heirs, executors and administrators of
such a person. The rights of indemnification provided for in Section 7.1 are not
to be deemed exclusive of any other rights to which any director or officer of
the Company may be entitled under the By-Laws, any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

                 Section 7.2 of the By-Laws provides that expenses (including
attomey's fees) incurred by any officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding, whether
threatened, pending or completed, may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking, by or on
behalf of such director or officer, to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the Company
as authorized by law.

                 Section 7.3 of the By-Laws further permits the Company to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of his or her status as such, whether or not the
Company would have the power to indemnify such person against such liability
under law.

                 The Company has purchased directors' and officers' liability
insurance.


Item 7.          Exemption from Registration Claimed.
                 ------------------------------------

                 Not applicable.


Item 8.          Exhibits.
                 ---------

                 The following Exhibits are filed as part of this Registration
Statement:








                                      II-3


<PAGE>




          Exhibit No.
          -----------
               4         Sybron Chemicals Inc. 1992 Stock Option Plan 
                         (Incorporated by reference to Exhibit 10.5 to the
                         Company's Form S-1 filed with the Securities and
                         Exchange Commission on March 31, 1992).

               5         Opinion of Wolf, Block, Schorr and Solis-Cohen.

               23.1      Consent of Price Waterhouse LLP, independent 
                         accountants.

               23.2      Consent of Wolf, Block, Schorr and Solis-Cohen
                         (contained in Exhibit 5).

               24        Power of Attomey (included on signature page in Part II
                         of the Registration Statement).

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(a)(3) of the Securities Act of 1933, as amended (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 dollar 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 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 percent
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 (1)(i) and (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 with or furnished to the
Commission with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the Registration
Statement.

                                      II-4


<PAGE>



                  (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.

                  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 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.

                  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 Securities and Exchange
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 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-5


<PAGE>


                        SIGNATURES AND POWER OF ATTORNEY



                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Birmingham, New Jersey, on this 18th day of June, 1997.



                                       SYBRON CHEMICALS INC.



                                       By: /s/ Lawrence R. Hoffman
                                           -----------------------
                                           Lawrence R. Hoffman, Secretary



























                                      II-6


<PAGE>




                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lawrence R. Hoffman and Richard
M. Klein, and either of them, the undersigned's true and lawful attomey-in-fact
and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(including, without limitation, post-effective amendments to this Registration
Statement), and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attomey-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 the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfullv 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 by the following persons in the
capacities and on the date indicated.

       Signature                     Title                           Date
       ---------                     -----                           ----


/s/ Richard M. Klein     Chairman of the Board of Directors,        June 18,1997
--------------------
 Richard M. Klein        President and Chief Executive Officer
                         (Principal Executive Officer)



/s/ Lawrence R. Hoffman  Acting Chief Financial Officer and         June 18,1997
-----------------------
Lawrence R. Hoffman      Acting Chief Accounting Officer



/s/ John H. Schroeder    Executive Vice President-                  June 18,1997
---------------------
John H. Schroeder        Environmental Products and
                         Services and Director



/s/ Paul C. Schorr, IV   Director                                   June 18,1997
----------------------
Paul C. Schorr, IV






                                      II-7


<PAGE>



      Signature                     Title                            Date
      ---------                     -----                            ----



/s/ Heinn F. Tomfohrde, III     Director                           June 18, 1997
---------------------------
Heinn F. Tomfohrde, III



/s/ David I. Barton             Director                           June 18, 1997
-------------------
David I. Barton

































                                      II-8


<PAGE>


                             1992 STOCK OPTION PLAN
                              SYBRON CHEMICALS INC.

                       REGISTRATION STATEMENT ON FORM S-8



                                  EXHIBIT INDEX



Exhibit No.           Document
-----------           --------

    4                 Sybron Chemicals Inc. 1992 Stock Option Plan (Amended and
                      Restated Effective as of April 19, 1996).

    5                 Opinion of Wolf, Block, Schorr and Solis-Cohen.

    23.1              Consent of Price Waterhouse LLP, independent 
                      accountants.

    23.2              Consent of Wolf, Block, Schorr and Solis-Cohen
                      (contained in Exhibit 5).

    24                Power of Attorney (included on signature page in Part 11
                      of the Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21141}]
{"company-data": {"conformed-name": "SYBRON CHEMICALS INC", "cik": "0000832815", "assigned-sic": "2890", "irs-number": "510301280", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29543", "film-number": "97626109"}, "business-address": {"street1": "BIRMINGHAM RD", "street2": "PO BOX 66", "city": "BIRMINGHAM", "state": "NJ", "zip": "08011", "phone": "6098931100"}, "mail-address": {"street1": "P O BOX 66 BIRMINGHAM ROAD", "city": "BIRMINGHAM", "state": "NJ", "zip": "08011"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                              SYBRON CHEMICALS INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

               Delaware                             1-0301280
       (State of incorporation)      (I.R.S. Employer Identification No.)

           Birmingham Road, P.O. Box 66, Birmingham, New Jersey 08011
               (Address of principal executive offices) (Zip Code)

                              Sybron Chemicals Inc.
                             1992 Stock Option Plan
                             ----------------------
                            (Full title of the plan)

                              Mr. Richard M. Klein
                      President and Chief Executive Officer
                              Sybron Chemicals Inc.
                          P.O. Box 66, Birmingham Road
                          Birmingham, New Jersey 08011
                     (Name and address of agent for service)

                                 (609) 893-1100
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                              David Gitlin, Esquire
                       Wolf, Block, Schorr and Solis-Cohen
                         Twelfth Floor Packard Building
                            15th and Chestnut Streets
                             Philadelphia, PA 19102
                                 (215) 977-2284
CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
    Title of                         Maximum        Maximum        Amount of
Securities to be   Amount to be   Offering Price    Aggregate    Registration
   Registered      Registered(l)   Per Share(2)   Offering Price      Fee
   ----------      -------------   ------------   --------------      ---

Common Stock,         420,000         18.50         7,770,000        2,565
$0.01 par value

--------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     Registration  Statement also covers such additional shares as may hereafter
     be offered or issued to prevent dilution resulting from stock splits, stock
     dividends, recapitalization or certain other capital adjustments.

(2)  Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as
     amended,  represents  the average of the high and low prices for the Common
     Stock as quoted on the American Stock Exchange on June 18, 1997.
--------------------------------------------------------------------------------
PART 11

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.
                ----------------------------------------

                The following documents filed by Sybron Chemicals Inc. (the
"Registrant" or the "Company")with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:

                1. The Registrant's  Annual Report on Form 10-K for the 
year ended December 31, 1996.

                2. The Registrant's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1997.

                3. The description of the Registrant's Common Stock, $0.01
par value (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A filed March 25, 1992 under Section 12 of the Exchange Act
including all amendments or reports filed for the purposes of updating such
description.

                All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 this Registration Statement and to
be a part hereof from the date of filing of such documents.

                Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4.          Description of Securities.
                 --------------------------

                 Not applicable.

Item 5.          Interests of Named Experts and Counsel.
                 ---------------------------------------

                 Not applicable.

                                      II-1
Item 6.          Indemnification of Directors and Officers.
                 ------------------------------------------

                 Under Section 145 of the Delaware General Corporation Law, as
amended, the Registrant has the power to indemnify directors and officers under
certain prescribed circumstances (including when ordered by a court or when
authorized by a majority of disinterested directors, by independent legal
counsel who is properly directed to make such a determination or by
stockholders) and subject to certain limitations (including, unless otherwise
determined by the proper court, when such officer or director is adjudged liable
to the Registrant), against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative, or investigative, to which
any of them is a party by reason of his or her being a director or officer of
the Registrant if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provisions including
when such officer or director acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the Registrant's best interests,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful..

                 Pursuant to Article 10 of the Company's Certificate of
Incorporation, the directors of the Company shall be entitled to the benefits of
all limitations on the liability of directors generally that are now or
hereafter become available under the Delaware General Corporation Law. Further,
no director of the Company shall be liable to the Company or its stockholders
for monetary damages for breach of his or her fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of Article 10 shall be prospective only, and shall not affect, to
the detriment of any director, any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.

                 Section 7.1 of the Company's By-Laws provides indemnification
to directors and officers of the Company against expenses (including attomeys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by any of them, to the fullest extent now or hereafter permitted by
law, in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, brought or
threatened to be brought against any of them by reason of any such person's
performance as a director or officer of the Company, its parent or any of its
subsidiaries, or in any other capacity on behalf of the Company, its parent or
any of its subsidiaries. Section 7.1 also permits the Board of Directors by
resolution adopted in each specific instance to similarly indemnify any person
other than a director or officer of the Company for liabilities incurred by such
person in connection with services rendered by such person for or at the request
of the Company, its parent or any of its subsidiaries. The provisions of Section
7.1 are applicable to

                                      II-2
all actions, suits or proceedings commenced after the adoption of Section 7.1,
whether arising out of acts or omissions that occurred prior or subsequent to
such adoption, and shall continue as to a person who has ceased to be a director
or officer of the Company or, as the case may be, its parent or subsidiaries,
and shall inure to the benefit of the heirs, executors and administrators of
such a person. The rights of indemnification provided for in Section 7.1 are not
to be deemed exclusive of any other rights to which any director or officer of
the Company may be entitled under the By-Laws, any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

                 Section 7.2 of the By-Laws provides that expenses (including
attomey's fees) incurred by any officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding, whether
threatened, pending or completed, may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking, by or on
behalf of such director or officer, to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the Company
as authorized by law.

                 Section 7.3 of the By-Laws further permits the Company to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of his or her status as such, whether or not the
Company would have the power to indemnify such person against such liability
under law.

                 The Company has purchased directors' and officers' liability
insurance.

Item 7.          Exemption from Registration Claimed.
                 ------------------------------------

                 Not applicable.

Item 8.          Exhibits.
                 ---------

                 The following Exhibits are filed as part of this Registration
Statement:

                                      II-3
Exhibit No.
          -----------
               4         Sybron Chemicals Inc. 1992 Stock Option Plan 
                         (Incorporated by reference to Exhibit 10.5 to the
                         Company's Form S-1 filed with the Securities and
                         Exchange Commission on March 31, 1992).

               5         Opinion of Wolf, Block, Schorr and Solis-Cohen.

               23.1      Consent of Price Waterhouse LLP, independent 
                         accountants.

               23.2      Consent of Wolf, Block, Schorr and Solis-Cohen
                         (contained in Exhibit 5).

               24        Power of Attomey (included on signature page in Part II
                         of the Registration Statement).

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(a)(3) of the Securities Act of 1933, as amended (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 dollar 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 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 percent
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 (1)(i) and (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 with or furnished to the
Commission with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the Registration
Statement.

                                      II-4
(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.

                  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 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.

                  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 Securities and Exchange
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 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-5
SIGNATURES AND POWER OF ATTORNEY

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Birmingham, New Jersey, on this 18th day of June, 1997.

                                       SYBRON CHEMICALS INC.

                                       By: /s/ Lawrence R. Hoffman
                                           -----------------------
                                           Lawrence R. Hoffman, Secretary

                                      II-6
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lawrence R. Hoffman and Richard
M. Klein, and either of them, the undersigned's true and lawful attomey-in-fact
and agent, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(including, without limitation, post-effective amendments to this Registration
Statement), and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attomey-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 the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfullv 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 by the following persons in the
capacities and on the date indicated.

       Signature                     Title                           Date
       ---------                     -----                           ----

/s/ Richard M. Klein     Chairman of the Board of Directors,        June 18,1997
--------------------
 Richard M. Klein        President and Chief Executive Officer
                         (Principal Executive Officer)

/s/ Lawrence R. Hoffman  Acting Chief Financial Officer and         June 18,1997
-----------------------
Lawrence R. Hoffman      Acting Chief Accounting Officer

/s/ John H. Schroeder    Executive Vice President-                  June 18,1997
---------------------
John H. Schroeder        Environmental Products and
                         Services and Director

/s/ Paul C. Schorr, IV   Director                                   June 18,1997
----------------------
Paul C. Schorr, IV

                                      II-7
Signature                     Title                            Date
      ---------                     -----                            ----

/s/ Heinn F. Tomfohrde, III     Director                           June 18, 1997
---------------------------
Heinn F. Tomfohrde, III

/s/ David I. Barton             Director                           June 18, 1997
-------------------
David I. Barton

                                      II-8
1992 STOCK OPTION PLAN
                              SYBRON CHEMICALS INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

Exhibit No.           Document
-----------           --------

    4                 Sybron Chemicals Inc. 1992 Stock Option Plan (Amended and
                      Restated Effective as of April 19, 1996).

    5                 Opinion of Wolf, Block, Schorr and Solis-Cohen.

    23.1              Consent of Price Waterhouse LLP, independent 
                      accountants.

    23.2              Consent of Wolf, Block, Schorr and Solis-Cohen
                      (contained in Exhibit 5).

    24                Power of Attorney (included on signature page in Part 11
                      of the Registration Statement).