<PAGE> 1 RULE 424(B)(3) FILE NO. 33-24552 (S-3 SUPPLEMENT) SUPPLEMENT JUNE 1, 1995 TO PROSPECTUS FOR OFFERS AND SALES OF COMMON STOCK OF CHURCH & DWIGHT CO., INC. BY CERTAIN SELLING STOCKHOLDERS This Supplement, dated June 1, 1995 to the Prospectus dated October 10, 1988 (the "Prospectus") relating to offers and sales of Plan Shares acquired under the Employee Stock Purchase Plan (the "Plan") by certain Selling Stockholders of Church & Dwight Co., Inc. (the "Company") contains current information that may change from time to time. The Supplement will be updated annually, or as otherwise required, and will be delivered to each Selling Stockholder. Each current Supplement should be kept with the Prospectus. Selling Stockholders receiving the Prospectus will not be sent additional copies of the Prospectus in subsequent years unless the information in the Prospectus is required to be amended or unless a Selling Stockholder requests an additional copy by writing to the Secretary, Church & Dwight Co., Inc., 469 North Harrison Street, Princeton, New Jersey 08543-5297. Capitalized defined terms used in this Supplement have the meanings set forth in the Prospectus unless separately defined herein. As of April 30, 1995, the Company had 19,544,095 shares of Common Stock outstanding. The table set forth below shows opposite the name of each Selling Stockholder (1) under the heading "Shares of Common Stock beneficially owned", the shares of Common Stock of the Company beneficially owned by the Selling Stockholder as of April 30, 1995; (2) under the heading "Plan Shares which may be offered", the shares of Common Stock which have been acquired by the Selling Stockholder pursuant to the Plan and may be offered hereby; and (3) under the heading "Shares of Common Stock beneficially owned upon completion of the offering", the shares of Common Stock to be beneficially owned by each Selling Stockholder after completion of the offering (assuming all shares offered hereby are sold in accordance herewith). The information as to security holdings is based on information received by the Company from the Selling Stockholder.
<TABLE> <CAPTION> Shares of Present Common Stock principal Shares of Plan beneficially positions or Common Stock Shares owned after Selling offices with beneficially which may completion Stockholder the Company owned be offered of offering - ----------- ------------ ------------ ---------- ------------ <S> <C> <C> <C> <C> Dwight C. Chairman of 770,809 9,731 761,078 Minton the Board, Chief Executive Officer and President* </TABLE>
__________________________________ * Mr. Minton has been a full-time key management employee of the Company for more than the past five years.