AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1999

                                                 Registration No.-----------


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         -------------------------------
                              CK WITCO CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   52-2183153
                      (I.R-S. Employer Identification No.)

                         ONE STATION PLACE, METRO CENTER
                           STAMFORD, CONNECTICUT 06902
         (Address of Registrant's Principal Executive Offices)(zip Code)

               CK WITCO CORPORATION 1998 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                               JOHN T. FERGUSON II
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              CK WITCO CORPORATION
                         ONE STATION PLACE, METRO CENTER
                           STAMFORD, CONNECTICUT 06902
                     (Name and Address of Agent For Service)

                                 (203) 353-5400
          (Telephone Number, Including Area Code, of Agent for Service)
                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

Title of                         Proposed        Proposed        Amount of
Securities to    Amount to be    Maximum         Maximum         Registration
be Registered    Registered      Offering Price  Aggregate Price Fee
                                 Per Share**
-------------------------------------------------------------------------------

Common Stock*
($.01 Par Value) 7,800,000       $ 15.97         $ 124,566,000   $ 34,630
-------------------------------------------------------------------------------

      *Including preferred share purchase rights.

     **Estimated for purposes of calculation of the registration fee pursuant to
Rule 457(h) and Rule 457(c) and based upon an average of the high and low prices
that the Common Stock of CK Witco Corporation was sold for on the New
York Stock Exchange on September 9, 1999.


<PAGE>

      In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.


<PAGE>


                                EXPLANATORY NOTE
      This Form S-8 relates to the  registration  of shares of the common stock,
par value $.01 per share ("Common  Stock") of CK Witco  Corporation,  a Delaware
corporation  (the  "Corporation"),  in connection with the CK Witco  Corporation
1998 Long Term  Incentive  Plan (the "Plan").  The  Corporation is the surviving
corporation  following the consummation of a series of transactions on September
1, 1999 pursuant to a merger agreement (the "merger  agreement") by and among
the  Corporation,  Crompton  & Knowles  Corporation,  a  Massachusetts
corporation   ("Crompton")  and  Witco  Corporation,   a  Delaware   corporation
("Witco").  Pursuant to the merger agreement,  among other things,  (a) Crompton
merged into the  Corporation,  and shortly  thereafter (b) Witco merged into the
Corporation.  The merger  agreement was approved by the shareholders of Crompton
on  September  1,  1999,  and that  approval  also  constituted  approval  of an
amendment to the Plan to increase the number of shares of Common Stock  reserved
for issuance under the Plan by 5,000,000  shares.  The  shareholders of Crompton
previously approved an amendment to the Plan at the annual meeting of
shareholders on April 27, 1999,  increasing the number of shares authorized for
issuance thereunder by 3,000,000 shares. 7,800,000 of these shares are being
registered hereunder.



<PAGE>



                                     PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents  containing  the  information  specified in Part I will be sent or
given to  employees  as  specified by Rule  428(b)(1).  In  accordance  with the
instructions  to Part I of Form S-8, such documents are not being filed and will
not be filed with the Securities  and Exchange  Commission  (the  "Commission"),
either as part of this  registration  statement or as a prospectus or prospectus
supplement  pursuant to Rule 424.  These  documents  and those  incorporated  by
reference  pursuant to Item 3 of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933 (the "Securities Act").


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      There are  incorporated  herein by reference  the  following  documents of
Crompton filed with the Securities and Exchange Commission (the "Commission"):

     (1)  Annual Report of Crompton on Form 10-K for the fiscal year ended
          December 26, 1998;

     (2)  Quarterly Reports of Crompton on Form 10-Q for the quarters ended
          March 27, 1999 and June 26, 1999;

     (3)  Current Report of Crompton on Form 8-K dated May 31, 1999, July 30,
          1999 and August 23, 1999, and Current Reports on Form 8-K/A dated May
          31, 1999 and January 21, 1999; and

     (4)  The description of Crompton's Common Stock contained in Crompton's
          Registration Statement on Form 8-A, dated July 19, 1988.

There are also incorporated herein by reference the following documents of Witco
filed with the Commission:

     (1)  Annual Report of Witco on Form 10-K for the fiscal year ended December
          31, 1998;

     (2)  Quarterly Reports of Witco on Form 10-Q for the quarters ended March
          31, 1999 and June 30, 1999; and

     (3)  Current Reports of Witco on Form 8-K dated June 4, 1999, July 7, 1999,
          August 4, 1999 and August 25, 1999 and Current Report on Form 8-K/A
          dated June 8, 1999.

      All  documents  filed by Crompton or the Plan  pursuant to Section  13(a),
13(c),  14,  and  15(d)  of the  Exchange  Act  subsequent  to the  date of this
Registration Statement 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 those securities remaining unsold shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.




<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The  Corporation  is a Delaware  corporation.  Section  145 of the General
Corporation  Law of the  State  of  Delaware  contains  detailed  provisions  on
indemnification  of  directors  and officers of a Delaware  corporation  against
expenses,  judgments,  fines  and  amounts  paid  in  settlement,  actually  and
reasonably incurred in connection with litigation.

      Article Ten of the  Corporation's  Restated  Certificate of  Incorporation
provides for  indemnification of directors and officers.  The provision provides
that any person shall to the fullest extent permitted by the General Corporation
Law of the State of Delaware be  indemnified  and reimbursed by for expenses and
liabilities  imposed  upon the person in  connection  with any  action,  suit or
proceeding,  civil or criminal,  or threat  thereof,  in which the person may be
involved  by reason of the  person  being or having  been a  director,  officer,
employee or agent of the  Corporation,  or of any  corporation  or  organization
which the person served in any capacity at the request of the Corporation.  Such
Article  Ten,  as  permitted  by the  General  Corporation  Law of the  State of
Delaware,  also  provides  that a  director  of  the  Corporation  shall  not be
personally  liable to the Corporation or its  stockholders  for monetary damages
for breach of  fiduciary  duty as a  director,  except to the  extent  that such
exemption  from  liability  or  limitation  thereof is not  permitted  under the
General  Corporation  Law of the State of  Delaware,  as that law  exists or may
hereafter be amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

      The Plan is not a qualified  Plan  pursuant  to the rules and  regulations
under the Internal Revenue Code ("Code").  The Corporation has neither submitted
the Plan to, nor intends to submit the Plan to, the Internal Revenue Service for
qualification under the Code.

4.1   Amended and Restated Certificate of Incorporation of the Corporation.

4.2   By-laws of the Corporation.

15.1  Letter re:  Unaudited financial information.

23.1  Consent of independent auditors KPMG LLP.

23.2  Consent of independent auditors Ernst & Young LLP.



                                      II-2
<PAGE>

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;

            (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 and 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 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 of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

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

      (4)   That, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the registrant's  annual report pursuant
            to Section 13(a) or Section 15(d) of the Securities  Exchange Act of
            1934, as amended (and, where applicable, each filing of any employee
            benefit  plan's  annual  report  pursuant  to  Section  15(d)


                                      II-3
<PAGE>

          of the Securities Exchange Act of 1934, as amended), 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 .

      (5) That, insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to the
          foregoing provisions, or otherwise, the registrant has been advised
          that in the opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the
          Securities Act of 1933 and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted 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 of 1933 and will be governed by the
          final adjudication of such issue.



                                      II-4
<PAGE>



                                   SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Stamford, State of Connecticut,  on this 1st day
of September, 1999.
                                 CK WITCO CORPORATION
                                        (Registrant)


                                 By:/s/ Peter Barna
                                    Name: Peter Barna
                                    Title:Senior Vice President and
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
NAME                             TITLE

/s/ Vincent A. Calarco           President, Chief Executive Officer and
Vincent A. Calarco               Director

/s/ Charles J. Marsden           Senior Vice President, Strategy & Development,
Charles J. Marsden               and Director

/s/ John T. Ferguson II          Senior Vice President, General Counsel,
John T. Ferguson, II             Secretary and Director



Date:  September 1, 1999



                                      II-5
<PAGE>



      The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator of the Plan has duly caused this registration statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Stamford, State of Connecticut, on the 1st day of September, 1999.

                                    CK WITCO CORPORATION
                                           (as Plan Administrator)


                                    By:  /s/ Peter Barna
                                        Name: Peter Barna
                                        Title:   Plan Administrator



Date:  September 1, 1999



                                      II-6
<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number         Description of Exhibits

  4.1    Amended and Restated Certificate of Incorporation of the Corporation.

  4.2    By-laws of the Corporation.

  15.1   Letter re:  Unaudited financial information.

  23.1   Consent of independent auditors KPMG LLP.

  23.2   Consent of independent auditors Ernst & Young LLP.


                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17910}]
{"company-data": {"conformed-name": "CK WITCO CORP", "cik": "0001091862", "assigned-sic": "2860", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87035", "film-number": "99710750"}, "business-address": {"street1": "CROMPTON & KNOWLES CORP", "street2": "BENSON RD", "city": "MIDDLEBURY", "state": "CT", "zip": "06749", "phone": "2035732000"}, "mail-address": {"street1": "CROMPTON & KNOWLES CORP", "street2": "BENSON RD", "city": "MIDDLEBURY", "state": "CT", "zip": "06749"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1999

                                                 Registration No.-----------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         -------------------------------
                              CK WITCO CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   52-2183153
                      (I.R-S. Employer Identification No.)

                         ONE STATION PLACE, METRO CENTER
                           STAMFORD, CONNECTICUT 06902
         (Address of Registrant's Principal Executive Offices)(zip Code)

               CK WITCO CORPORATION 1998 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                               JOHN T. FERGUSON II
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              CK WITCO CORPORATION
                         ONE STATION PLACE, METRO CENTER
                           STAMFORD, CONNECTICUT 06902
                     (Name and Address of Agent For Service)

                                 (203) 353-5400
          (Telephone Number, Including Area Code, of Agent for Service)
                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

Title of                         Proposed        Proposed        Amount of
Securities to    Amount to be    Maximum         Maximum         Registration
be Registered    Registered      Offering Price  Aggregate Price Fee
                                 Per Share**
-------------------------------------------------------------------------------

Common Stock*
($.01 Par Value) 7,800,000       $ 15.97         $ 124,566,000   $ 34,630
-------------------------------------------------------------------------------

      *Including preferred share purchase rights.

     **Estimated for purposes of calculation of the registration fee pursuant to
Rule 457(h) and Rule 457(c) and based upon an average of the high and low prices
that the Common Stock of CK Witco Corporation was sold for on the New
York Stock Exchange on September 9, 1999.
In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
EXPLANATORY NOTE
      This Form S-8 relates to the  registration  of shares of the common stock,
par value $.01 per share ("Common  Stock") of CK Witco  Corporation,  a Delaware
corporation  (the  "Corporation"),  in connection with the CK Witco  Corporation
1998 Long Term  Incentive  Plan (the "Plan").  The  Corporation is the surviving
corporation  following the consummation of a series of transactions on September
1, 1999 pursuant to a merger agreement (the "merger  agreement") by and among
the  Corporation,  Crompton  & Knowles  Corporation,  a  Massachusetts
corporation   ("Crompton")  and  Witco  Corporation,   a  Delaware   corporation
("Witco").  Pursuant to the merger agreement,  among other things,  (a) Crompton
merged into the  Corporation,  and shortly  thereafter (b) Witco merged into the
Corporation.  The merger  agreement was approved by the shareholders of Crompton
on  September  1,  1999,  and that  approval  also  constituted  approval  of an
amendment to the Plan to increase the number of shares of Common Stock  reserved
for issuance under the Plan by 5,000,000  shares.  The  shareholders of Crompton
previously approved an amendment to the Plan at the annual meeting of
shareholders on April 27, 1999,  increasing the number of shares authorized for
issuance thereunder by 3,000,000 shares. 7,800,000 of these shares are being
registered hereunder.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents  containing  the  information  specified in Part I will be sent or
given to  employees  as  specified by Rule  428(b)(1).  In  accordance  with the
instructions  to Part I of Form S-8, such documents are not being filed and will
not be filed with the Securities  and Exchange  Commission  (the  "Commission"),
either as part of this  registration  statement or as a prospectus or prospectus
supplement  pursuant to Rule 424.  These  documents  and those  incorporated  by
reference  pursuant to Item 3 of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933 (the "Securities Act").
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      There are  incorporated  herein by reference  the  following  documents of
Crompton filed with the Securities and Exchange Commission (the "Commission"):

     (1)  Annual Report of Crompton on Form 10-K for the fiscal year ended
          December 26, 1998;

     (2)  Quarterly Reports of Crompton on Form 10-Q for the quarters ended
          March 27, 1999 and June 26, 1999;

     (3)  Current Report of Crompton on Form 8-K dated May 31, 1999, July 30,
          1999 and August 23, 1999, and Current Reports on Form 8-K/A dated May
          31, 1999 and January 21, 1999; and

     (4)  The description of Crompton's Common Stock contained in Crompton's
          Registration Statement on Form 8-A, dated July 19, 1988.

There are also incorporated herein by reference the following documents of Witco
filed with the Commission:

     (1)  Annual Report of Witco on Form 10-K for the fiscal year ended December
          31, 1998;

     (2)  Quarterly Reports of Witco on Form 10-Q for the quarters ended March
          31, 1999 and June 30, 1999; and

     (3)  Current Reports of Witco on Form 8-K dated June 4, 1999, July 7, 1999,
          August 4, 1999 and August 25, 1999 and Current Report on Form 8-K/A
          dated June 8, 1999.

      All  documents  filed by Crompton or the Plan  pursuant to Section  13(a),
13(c),  14,  and  15(d)  of the  Exchange  Act  subsequent  to the  date of this
Registration Statement 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 those securities remaining unsold shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The  Corporation  is a Delaware  corporation.  Section  145 of the General
Corporation  Law of the  State  of  Delaware  contains  detailed  provisions  on
indemnification  of  directors  and officers of a Delaware  corporation  against
expenses,  judgments,  fines  and  amounts  paid  in  settlement,  actually  and
reasonably incurred in connection with litigation.

      Article Ten of the  Corporation's  Restated  Certificate of  Incorporation
provides for  indemnification of directors and officers.  The provision provides
that any person shall to the fullest extent permitted by the General Corporation
Law of the State of Delaware be  indemnified  and reimbursed by for expenses and
liabilities  imposed  upon the person in  connection  with any  action,  suit or
proceeding,  civil or criminal,  or threat  thereof,  in which the person may be
involved  by reason of the  person  being or having  been a  director,  officer,
employee or agent of the  Corporation,  or of any  corporation  or  organization
which the person served in any capacity at the request of the Corporation.  Such
Article  Ten,  as  permitted  by the  General  Corporation  Law of the  State of
Delaware,  also  provides  that a  director  of  the  Corporation  shall  not be
personally  liable to the Corporation or its  stockholders  for monetary damages
for breach of  fiduciary  duty as a  director,  except to the  extent  that such
exemption  from  liability  or  limitation  thereof is not  permitted  under the
General  Corporation  Law of the State of  Delaware,  as that law  exists or may
hereafter be amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

      The Plan is not a qualified  Plan  pursuant  to the rules and  regulations
under the Internal Revenue Code ("Code").  The Corporation has neither submitted
the Plan to, nor intends to submit the Plan to, the Internal Revenue Service for
qualification under the Code.

4.1   Amended and Restated Certificate of Incorporation of the Corporation.

4.2   By-laws of the Corporation.

15.1  Letter re:  Unaudited financial information.

23.1  Consent of independent auditors KPMG LLP.

23.2  Consent of independent auditors Ernst & Young LLP.

                                      II-2
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;

            (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 and 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 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 of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

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

      (4)   That, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the registrant's  annual report pursuant
            to Section 13(a) or Section 15(d) of the Securities  Exchange Act of
            1934, as amended (and, where applicable, each filing of any employee
            benefit  plan's  annual  report  pursuant  to  Section  15(d)

                                      II-3
of the Securities Exchange Act of 1934, as amended), 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 .

      (5) That, insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to the
          foregoing provisions, or otherwise, the registrant has been advised
          that in the opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the
          Securities Act of 1933 and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted 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 of 1933 and will be governed by the
          final adjudication of such issue.

                                      II-4
SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Stamford, State of Connecticut,  on this 1st day
of September, 1999.
                                 CK WITCO CORPORATION
                                        (Registrant)

                                 By:/s/ Peter Barna
                                    Name: Peter Barna
                                    Title:Senior Vice President and
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
NAME                             TITLE

/s/ Vincent A. Calarco           President, Chief Executive Officer and
Vincent A. Calarco               Director

/s/ Charles J. Marsden           Senior Vice President, Strategy & Development,
Charles J. Marsden               and Director

/s/ John T. Ferguson II          Senior Vice President, General Counsel,
John T. Ferguson, II             Secretary and Director

Date:  September 1, 1999

                                      II-5
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator of the Plan has duly caused this registration statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Stamford, State of Connecticut, on the 1st day of September, 1999.

                                    CK WITCO CORPORATION
                                           (as Plan Administrator)

                                    By:  /s/ Peter Barna
                                        Name: Peter Barna
                                        Title:   Plan Administrator

Date:  September 1, 1999

                                      II-6
EXHIBIT INDEX

Exhibit
Number         Description of Exhibits

  4.1    Amended and Restated Certificate of Incorporation of the Corporation.

  4.2    By-laws of the Corporation.

  15.1   Letter re:  Unaudited financial information.

  23.1   Consent of independent auditors KPMG LLP.

  23.2   Consent of independent auditors Ernst & Young LLP.

                                       7