<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995      COMMISSION FILE NUMBER 1-10585

                                    --------

                            CHURCH & DWIGHT CO., INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                        13-4996950
(State of incorporation)                   (I.R.S. Employer Identification No.)

 469 NORTH HARRISON STREET, PRINCETON, NEW JERSEY                08543-5297
          (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (609) 683-5900

                                    --------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                    NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                       ON WHICH REGISTERED

       Common Stock, $1 par value                  New York Stock Exchange
     Preferred Stock Purchase Rights               New York Stock Exchange

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

                                    --------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                            Yes   X       No
                                 ---          ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of February 23, 1996, 19,527,123 shares of Common Stock held by
non-affiliates were outstanding with an aggregate market value of approximately
$398 million. The aggregate market value is based on the closing price of such
stock on the New York Stock Exchange on February 23, 1996.

                                      DOCUMENTS INCORPORATED BY REFERENCE:

  PARTS II AND IV  Portions of registrant's 1995 Annual Report to Stockholders.


  PART III         Portions of registrant's Notice of Annual Meeting to be 
                   held on May 9, 1996 and Proxy Statement.


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<PAGE>   2
                                TABLE OF CONTENTS


                                     PART I


<TABLE>
<CAPTION>
     ITEM
     PAGE

       <S>                                                                                              <C>
       1.   Business                                                                                    - 1 -
       2.   Properties                                                                                  - 6 -
       3.   Legal Proceedings                                                                           - 6 -
       4.   Submission of Matters to a Vote of Security Holders                                         - 6 -



                                     PART II

       5.   Market for the Registrant's Common Equity and Related Stockholder Matters                   - 7 -
       6.   Selected Financial Data                                                                     - 7 -
       7.   Management's Discussion and Analysis of Financial Condition and Results of Operations       - 7 -
       8.   Financial Statements and Supplementary Data                                                 - 7 -
       9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure        - 7 -



                                    PART III

       10.  Directors and Executive Officers of the Registrant                                          - 7 -
       11.  Executive Compensation                                                                      - 7 -
       12.  Security Ownership of Certain Beneficial Owners and Management                              - 7 -
       13.  Certain Relationships and Related Transactions                                              - 7 -


                                     PART IV

       14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K                              - 8 -
</TABLE>





<PAGE>   3

                                     PART I


ITEM 1.     BUSINESS

     The Company was founded in 1846 and is the world's leading producer of
sodium bicarbonate, popularly known as baking soda, a versatile chemical which
performs a broad range of functions such as cleaning, deodorizing, leavening and
buffering. The Company specializes in sodium bicarbonate and sodium
bicarbonate-based products, along with other products which use the same raw
materials or technology or are sold into the same markets.

     The Company sells its products, primarily under the ARM & HAMMER(R)
trademark, to consumers through supermarkets, drug stores and mass
merchandisers; and to industrial customers and distributors. ARM & HAMMER is the
registered trademark for a line of consumer products which includes ARM & HAMMER
Baking Soda, ARM & HAMMER DENTAL CARE(R), ARM & HAMMER Carpet Deodorizer, ARM &
HAMMER Deodorizing Air Freshener, ARM & HAMMER Powder and Liquid Laundry
Detergent and ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda. The ARM &
HAMMER trademark is also used for a line of chemical products, the most
important of which are sodium bicarbonate, ammonium bicarbonate, sodium
sesquicarbonate, ARM & HAMMER MEGALAC(R) Rumen Bypass Fat and ARMEX(R) Blast
Media. In 1995, consumer products represented 78% and specialty products 22% of
the Company's sales. The Company does approximately 95% of its business in the
U.S. and Canada.

CONSUMER PRODUCTS

     PRINCIPAL PRODUCTS

     The Company's founders first marketed baking soda in 1846 for use in home
baking. The ARM & HAMMER trademark was adopted in 1867. Today, this product is
known for a wide variety of uses in the home, including as a refrigerator and
freezer deodorizer, scratchless cleaner and deodorizer for kitchen surfaces and
cooking appliances, bath additive, dentifrice, cat litter deodorizer, and
swimming pool pH stabilizer. The Company estimates that a majority of U.S.
households have a box of baking soda on hand. Although no longer the Company's
largest brand, ARM & HAMMER Baking Soda remains the leading brand in terms of
consumer recognition of the brand name and its reputation for quality and value.

     The deodorizing properties of baking soda have since led to the development
of several other household products; ARM & HAMMER Carpet Deodorizer and ARM &
HAMMER Deodorizing Air Freshener are both available in a variety of fragrances.
In 1992, the Company launched ARM & HAMMER Cat Litter Deodorizer, a scented
baking soda product targeted to cat-owning households and veterinarians.

     The Company's largest consumer business today is in the laundry detergent
market. The ARM & HAMMER brand name has been associated with this market since
the last century when ARM & HAMMER Super Washing Soda was first introduced as a
heavy-duty laundry and household cleaning product. The Company today makes
products for use in various stages of the laundry cycle.

     ARM & HAMMER Laundry Detergents, in both powder and liquid forms, have been
available nationally since the early 1980's. The Company markets these brands as
value products, priced at a 15 to 20 percent discount from market leaders. In
1993, ARM & HAMMER Powder Laundry Detergent was restaged with a new formulation
containing ACTIVATED BAKING SODA(TM). At the same time, the Company introduced
ARM & HAMMER Free Powder Laundry Detergent, a perfume- and dye-free formulation.
Similarly, a companion product, ARM & HAMMER Liquid Laundry Detergent, was
converted to a new concentrated formula in 1993, and is also available in
regular and perfume- and dye-free forms. Late in 1995, this product was
reformulated to a newer level of concentration and is still available in regular
and perfume- and dye-free forms.


                                      - 1 -

<PAGE>   4
     In 1992, the Company completed the national expansion of another laundry
product, ARM & HAMMER FRESH & SOFT(R) Dryer Sheets. This product stops static
cling, and softens and freshens clothes. ARM & HAMMER Super Washing Soda is
promoted as a detergent booster and bleach substitute.

     ARM & HAMMER Baking Soda has long been used as a dentifrice. Its mild
action cleans and polishes teeth, removes plaque and leaves the mouth feeling
fresh and clean. These properties have led to the development of a complete line
of sodium bicarbonate-based dentifrice products: ARM & HAMMER DENTAL CARE, The
Baking Soda Tooth Powder; ARM & HAMMER DENTAL CARE, The Baking Soda Toothpaste;
ARM & HAMMER DENTAL CARE Gel; ARM & HAMMER DENTAL CARE Tartar Control Formula;
and ARM & HAMMER DENTAL CARE Tartar Control Gel. Both the Toothpaste and Tooth
Powder have been in national distribution since 1988. ARM & HAMMER DENTAL CARE
Gel and ARM & HAMMER DENTAL CARE Tartar Control Formula were introduced in the
latter part of 1990 and 1991, respectively. ARM & HAMMER Tartar Control Gel was
launched nationally in 1992. Late in 1994, ARM & HAMMER PEROXICARE(R), a baking
soda and peroxide toothpaste was introduced nationally. Tartar Control
PEROXICARE was introduced in the second quarter of 1995.

     Early in 1994, the Company launched nationally a new personal care product,
ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda. This new product is
available in scented and unscented stick and roll-on forms. During the first
quarter of 1996, the Company will introduce nationally a line extension of its
deodorant anti-perspirant product. ARM & HAMMER Deodorant with Baking Soda will
be available in a variety of scented stick forms.

     COMPETITION

     The markets for retail consumer products are highly competitive. ARM &
HAMMER Baking Soda competes with generic and private label brands of grocery
chains. ARM & HAMMER DENTAL CARE products, ARM & HAMMER Carpet Deodorizer, ARM &
HAMMER Deodorant AntiPerspirant and ARM & HAMMER Deodorizing Air Freshener
compete with other nationally advertised brands.

     The Company's laundry products, ARM & HAMMER Powder Laundry Detergent, ARM
& HAMMER Liquid Laundry Detergent, ARM & HAMMER Super Washing Soda, and ARM &
HAMMER FRESH & SOFT Dryer Sheets, all have small shares in large markets
dominated by major consumer packaged goods companies.

     All of the Company's products are competitively priced and receive strong
support in the form of trade and consumer promotion. In addition, the Company
advertises certain products on national television.

     DISTRIBUTION

     The Company's consumer products are primarily marketed throughout the
United States and Canada and sold through supermarkets, mass merchandisers and
drugstores. The Company employs a regional sales force which operates primarily
through independent food brokers in each market. The products are stored in
public warehouses and either picked up by customers or distributed by
independent trucking companies.

SPECIALTY PRODUCTS

     PRINCIPAL PRODUCTS

     The Company's specialty products business primarily consists of the
manufacture and sale of sodium bicarbonate in a range of grades and granulations
for use in industrial and agricultural markets. In industrial markets, sodium
bicarbonate is used as a leavening agent for commercial baked goods, an antacid
in pharmaceuticals, a carbon dioxide release agent in fire extinguishers, and as
an alkaline agent in swimming pool chemicals, detergents and various textile and
tanning applications. A special grade of sodium bicarbonate, as well as sodium
sesquicarbonate, is sold to the animal feed market for use as a buffer, or
antacid, for dairy cattle.


                                      - 2 -

<PAGE>   5
     The Company is the sole U.S. producer of ammonium bicarbonate, which is
primarily used as a leavening agent in the food industry, and produces other
chemicals related to sodium bicarbonate.

     During 1994, the Company increased its ownership position in Brotherton
Chemicals Ltd., a British producer of ammonium bicarbonate and other chemicals
sold to the food and agricultural markets, from 95% to 100%.

     MEGALAC Rumen Bypass Fat is a nutritional supplement made from natural oils
which allows cows to maintain energy levels during the period of high-milk
production, resulting in improved milk yields and minimal weight loss. The
product and the trademark MEGALAC are licensed from a British company, Volac
Ltd.

     ARMEX Blast Media is a small but developing product line of formulations
designed for the removal of a wide variety surface coatings. This product which
is used in conjunction with the Company's ACCUSTRIP SYSTEM(TM) Delivery Device
provides an environmentally safe alternative to existing processes such as sand
blasting and chemical stripping.

     In 1986, the Company along with a subsidiary of Occidental Petroleum
Corporation formed Armand Products Company, an equally owned joint venture
partnership that produces and markets potassium carbonate and potassium
bicarbonate. Potassium chemicals have some characteristics akin to the Company's
existing product line, and the Company hopes to develop new applications in much
the same way it broadened the uses of sodium bicarbonate.

     COMPETITION

     The sodium bicarbonate industry continues to be affected by competition
from domestic sodium bicarbonate producers and imports. In agricultural markets,
sodium bicarbonate also competes with several alternative buffer products.
During 1992, the structure of the sodium bicarbonate industry changed as two
competitors merged and closed one production site in the process. North American
Chemicals continues to gain market penetration in the commodities sector of the
sodium bicarbonate market with nahcolite, a naturally-occurring form of
low-grade sodium bicarbonate. The Company's position in this market has
essentially remained the same despite these adverse conditions.

     The Company competes primarily on the basis of its product quality, grade
availability and reliability of supply from a two-plant manufacturing system.
Pricing is a major competitive factor for animal feed and other less specialized
grades of sodium bicarbonate.

     In 1994, two competitors added a combined total of 50,000 tons of potassium
carbonate capacity, thus ending Armand Products position as the sole North
American producer of potassium carbonate. A third competitor, with a capacity of
25,000 tons, started production late in 1995. These events have been anticipated
for some time, but it is impossible to predict the extent to which these
developments will impact this business.

     DISTRIBUTION

     The Company markets sodium bicarbonate and other chemicals to industrial
and agricultural customers throughout the United States and Canada. Distribution
is accomplished through regional sales offices and manufacturer's
representatives augmented by the sales personnel of independent distributors
throughout the country.


                                      - 3 -

<PAGE>   6
     RAW MATERIALS AND SOURCES OF SUPPLY

     The Company manufactures sodium bicarbonate for its consumer and industrial
markets at its two plants located at Green River, Wyoming and Old Fort, Ohio.

     The production of sodium bicarbonate requires two basic raw materials, soda
ash and carbon dioxide. The primary source of soda ash used by the Company is
the mineral, trona, which is found in abundance in southwestern Wyoming, near
the Company's Green River plant. The Company has acquired a number of leases
allowing it to extract these trona deposits.

     The Company is party to a partnership agreement with General Chemical
Corporation who mines and processes certain trona reserves owned by each of the
two Companies in Wyoming. Through the partnership and related agreements, the
Company obtains a substantial amount of its soda ash requirements, enabling the
Company to achieve some of the economies of an integrated business capable of
producing sodium bicarbonate and related products from the basic raw material.
The Company also has an agreement for the long term supply of trona from another
company.

     The Company presently uses light soda ash in the manufacture of its ARM &
HAMMER Powder Laundry Detergent in its Syracuse, New York plant. Light soda ash
is obtained under a one-year supply agreement which is automatically renewable
on a year to year basis. This agreement terminates upon one year's written
notice by either company. At the Syracuse plant and the Green River, Wyoming
plant, the Company also produces laundry detergent powder employing a process
utilizing raw materials readily available from a number of sources.

     The partnership agreement and other supply agreements between the Company
and General Chemical terminate upon two years notice by either company. The
Company believes that alternative sources of supply are available.

     The Company obtains its supply of the second basic raw material, carbon
dioxide, in Green River and Old Fort, under long-term supply contracts. The
Company believes that its sources of carbon dioxide, and other raw and packaging
materials, are adequate.

     During 1995, a liquid laundry detergent manufacturing line was constructed
in the Company's Syracuse, New York Plant. This new line is capable of producing
all of the Company's liquid laundry detergent requirements. Prior to this, all
of the Company's ARM & HAMMER Liquid Laundry Detergent was contract
manufactured. ARM & HAMMER FRESH & SOFT Dryer Sheets, ARM & HAMMER Deodorizing
Air Freshener and ARM & HAMMER Deodorant Anti-perspirant are also contract
manufactured for the Company under various agreements. Alternative sources of
supply are available in case of disruption or termination of the agreements.

     The main raw material used in the production of potassium carbonate is
liquid potassium hydroxide. Armand Products obtains its supply of liquid
potassium hydroxide under a long-term supply arrangement.

     PATENTS AND TRADEMARKS

     The Company's ARM & HAMMER trademark is registered with the United States
Patent and Trademark Office and also with the trademark offices of many foreign
countries. It has been used by the Company since the late 1800's, and is a
valuable asset and important to the successful operation of the Company's
business.

     SEASONALITY

     It appears that the Company's sales are principally affected by marketing
and promotion activities rather than seasonal factors.


                                      - 4 -

<PAGE>   7
     CUSTOMERS AND ORDER BACKLOG

     No material part of the Company's business is dependent upon either a
single customer or a few customers.

     The time between receipt of orders and shipment is generally short, and as
a result, backlog is not significant.

     RESEARCH & DEVELOPMENT

     The Company's Research and Development Department is engaged in work on
product development, process technology and basic research. During 1995,
$18,544,000 was spent on research activities as compared to $20,594,000 in 1994
and $21,172,000 in 1993.

     ENVIRONMENT

     Similar to other manufacturers, the Company's operations are subject to
federal, state and local regulations governing air emissions, waste and steam
discharges, and solid and hazardous waste management activities. The Company
continues to take all steps required to comply with such regulations. These
steps include annual environmental audits of each Company facility. The audits,
conducted by an independent engineering concern with expertise in the area of
environmental compliance, include site visits at each location, as well as a
review of documentary information, to determine compliance with such federal,
state and local regulations. The Company believes that existing promulgated
environmental regulations will not have any material adverse effect with regard
to the Company's capital expenditures, earnings or competitive position. No
material capital expenditures relating to environmental control are anticipated.

     EMPLOYEES

     At December 31, 1995 , the Company had 941 employees. The Company is party
to a labor contract with the United Steelworkers of America covering
approximately ninety hourly employees at its Syracuse, New York plant which
continues until July 1, 1997. Labor relations have been good.

     LINES OF BUSINESS AND CLASSES OF PRODUCTS

     The Company's operations constitute one business segment. The chart set
forth below shows the percentage of the Company's net sales contributed by each
group of products marketed by the Company during the period from January 1, 1991
through December 31, 1995.


<TABLE>
<CAPTION>
                                                        % of Net Sales                         
                                       ------------------------------------------------
                                       1995        1994      1993       1992       1991
                                       ----        ----      ----       ----       ----

<S>                                     <C>         <C>       <C>        <C>        <C>
          Consumer Products             78          80        81         82         83

          Specialty Products            22          20        19         18         17
</TABLE>






                                      - 5 -

<PAGE>   8

I
TEM 2.     PROPERTIES

     The executive offices and research and development facilities are owned by
the Company and are located on 22 acres of land in Princeton, New Jersey, with
approximately 72,000 square feet of office and laboratory space. In addition,
the Company leases space in two buildings adjacent to this facility which
contain approximately 90,000 square feet of office space. The Company also
leases regional sales offices in various locations throughout the United States.

     At Syracuse, New York the Company owns a 16 acre site on which a group of
connected buildings containing approximately 270,000 square feet of floor space
are located. This plant is used primarily for the manufacture and packaging of
consumer products. Adjacent to this, the Company also owns a one acre site where
it manufactures ammonium bicarbonate in a 14,000 square foot building. During
1996, the Company will cease production of ammonium bicarbonate and import its
requirements from its Brotherton Chemicals Ltd. U.K. subsidiary and other
manufacturers.

     The Company's plant in Green River, Wyoming is located on 112 acres of land
owned by the Company. The plant and related facilities contain approximately
273,000 square feet of floor space. The plant was constructed in 1968 and has
since been expanded to a current capacity of 190,000 tons of sodium bicarbonate
per year.

     The Company's plant in Old Fort, Ohio is located on 75 acres of land owned
by the Company. The plant and related facilities contain approximately 208,000
square feet of floor space. The plant was completed in 1980 and has since been
expanded to a capacity of 240,000 tons of sodium bicarbonate per year. The last
expansion was completed in the second quarter of 1995.

     The Company maintains an operating facility in Taylors, South Carolina, for
the manufacturing and packaging of its dentifrice products in a 117,000 square
foot building. The facility is located on 6 acres of land owned by the Company.

     In Ontario, Canada, the Company owns a 26,000 square foot distribution
center which was previously the site of a packaging plant servicing Canadian
markets. In 1994, the manufacturing activities were transferred to the Company's
United States facilities. The principal office of the Canadian subsidiary (which
is leased) is located in Toronto.

     Brotherton Chemicals Ltd. operates a 71,000 square foot manufacturing
facility in Wakefield, England on about 7 acres of land.

     The Company's Venezuela subsidiary, Industrias Bicarbon De Venezuela S.A.,
recently completed construction of a new 11,000 ton sodium bicarbonate plant.
The plant became operational in mid 1995.

     The Armand Products partnership, in which the Company has a 50% interest,
owns and operates a potassium carbonate manufacturing plant located in Muscle
Shoals, Alabama. This facility contains approximately 53,000 square feet of
floor space and has a capacity of 103,000 tons of potassium carbonate per year.


ITEM 3.     LEGAL PROCEEDINGS

     The Company is subject to claims and litigation in the ordinary course of
its business, but does not believe that any such claim or litigation will have a
material adverse effect on the business.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the Company's security holders
during the last quarter of the year ended December 31, 1995.


                                      - 6 -

<PAGE>   9

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

     The Company's common stock is traded on the New York Stock Exchange
(symbol: "CHD"). Refer to Page 17 of the Annual Report which is incorporated
herein by reference.


ITEM 6. SELECTED FINANCIAL DATA

     Refer to Page 13 of the Annual Report which, in so far as the data for the
years 1991 through 1995 are concerned, is incorporated herein by reference.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

     Refer to Financial Review Pages 14-17 of the Annual Report which are
incorporated herein by reference.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Refer to Pages 18-31 of the Annual Report which are incorporated herein by
reference.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1995, which proxy
statement is incorporated herein by reference.


ITEM 11. EXECUTIVE COMPENSATION

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1995, which proxy
statement is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1995, which proxy
statement is incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1995, which proxy
statement is incorporated herein by reference.


                                      - 7 -

<PAGE>   10

                                     PART IV


ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1.      FINANCIAL STATEMENTS

     The following financial statements are incorporated herein by reference to
the Annual Report to Security Holders:


<TABLE>
<CAPTION>
                                                                                              Page of
                                                                                           Annual Report
                                                                                           -------------

<S>                                                                                            <C>
            Consolidated Statements of Income for each of the three                             18
            years in the period ended December 31, 1995

            Consolidated Balance Sheets as of December 31, 1994 and 1995                        19

            Consolidated Statements of Cash Flow for each of the three                          20
            years in the period ended December 31, 1995

            Consolidated Statements of Stockholders' Equity for each of                         21
            the three years in the period ended December 31, 1995

            Notes to Financial Statements                                                      22-31

            Independent Auditors' Report                                                        32
</TABLE>





(a) 2.   FINANCIAL STATEMENT SCHEDULE

    Included in Part IV of this report:


            Independent Auditors' Report on Schedule

            For each of the three years in the period ended December 31, 1995:

            Schedule II - Valuation and Qualifying Accounts

    Other schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the financial
statements or notes thereto.


                                      - 8 -

<PAGE>   11
(a)  3.       EXHIBITS

    (3)       (a)   Restated Certificate of Incorporation including
                    amendments has previously been filed with the Securities and
                    Exchange Commission on the Company's Form 10-K for the year
                    ended December 31, 1989, which is incorporated by reference.

              (b)   By-Laws have previously been filed with the Securities and
                    Exchange Commission on the Company's Form 10-K for the year
                    ended December 31, 1985, which is incorporated herein by
                    reference.

    (4)             The Company is party to a Loan Agreement dated May 31, 1991
                    with the New Jersey Economic Development Authority. The
                    principal amount of the loan thereunder is less than ten
                    percent of the Company's consolidated assets. The Company
                    will furnish a copy of said agreement to the Commission upon
                    request.
              
    (10)      (a)   Supply Agreement between Church & Dwight Co., Inc. and
                    ALCAD Partnership for supply of soda ash. This document is
                    not attached hereto but has been separately submitted to the
                    Securities and Exchange Commission which has approved the
                    Company's application under rule 24b-2 for privileged and
                    confidential treatment thereof.

                    COMPENSATION PLANS AND ARRANGEMENTS

              (b)   Indemnification Agreement for directors, and certain
                    officers, employees, agents and fiduciaries, which was
                    approved by stockholders at the Annual Meeting of
                    Stockholders on May 7, 1987, and was included in the
                    Company's definitive Proxy Statement dated April 6, 1987
                    which is incorporated herein by reference.

              (c)   Stockholder Rights Agreement dated April 27, 1989, between
                    Church & Dwight Co., Inc. and Chemical Bank, formerly
                    Manufacturers Hanover Trust Company, has been previously
                    filed on April 28, 1989 with the Securities and Exchange
                    Commission on the Company's Form 8-K, which is incorporated
                    herein by reference.

              (d)   The Company's 1983 Stock Option Plan, which was approved by
                    stockholders at the Annual Meeting of Stockholders on May 5,
                    1983, and was included in the Company's definitive Proxy
                    Statement dated April 4, 1983 which is incorporated herein
                    by reference.

              (e)   Restricted Stock Plan for Directors which was approved by
                    stockholders at the Annual Meeting of Stockholders on May 7,
                    1987, and was included in the Company's definitive Proxy
                    Statement dated April 6, 1987 which is incorporated herein
                    by reference.

              (f)   Church & Dwight Co., Inc. Deferred Compensation Plan and
                    Agreement for Officers Amended and Restated as of January 1,
                    1988 has previously been filed with the Securities and
                    Exchange Commission on the Company's Form 10-K for the year
                    ended December 31, 1987, which is incorporated herein by
                    reference.

              (g)   Deferred Compensation Plan for Directors has previously been
                    filed with the Securities and Exchange Commission on the
                    Company's Form 10-K for the year ended December 31, 1987,
                    which is incorporated herein by reference.

              (h)   Employment Service Agreement with Senior Management of
                    Church & Dwight Co., Inc. has previously been filed with the
                    Securities and Exchange Commission on the Company's Form
                    10-K for the year ended December 31, 1990, which is
                    incorporated herein by reference.


                                      - 9 -

<PAGE>   12
              (i)   The Stock Option Plan for Directors which was approved by
                    stockholders in May 1991, authorized the granting of options
                    to non-employee directors. The full text of the Church &
                    Dwight Co.,Inc. Stock Option Plan for Directors was
                    contained in the definitive Proxy Statement filed with the
                    Commission on April 2, 1991 and incorporated herein by
                    reference.

              (j)   A description of the Company's Incentive Compensation Plan
                    has previously been filed with the Securities and Exchange
                    Commission on the Company's Form 10-K for the year ended
                    December 31, 1992, which is incorporated herein by
                    reference.

              (k)   Church & Dwight Co., Inc. Executive Stock Purchase Plan has
                    previously been filed with the Securities and Exchange
                    Commission on the Company's Form 10-K for the year ended
                    December 31, 1993, which is incorporated herein by
                    reference.


              (l)   The 1994 Incentive Stock Option Plan has previously been
                    filed with the Securities and Exchange Commission on the
                    Company's Form 10-K for the year ended December 31, 1994,
                    which is incorporated herein by reference.

    (11)      Computation of earnings per share.

    (13)      1995 Annual Report to Stockholders.

    (21)      List of the Company's subsidiaries.

(b)           REPORTS ON FORM 8-K

    No reports on Form 8-K were filed during the fourth quarter of the year
    ended December 31,1995.

              Copies of exhibits will be made available upon request and for a
    reasonable charge.

(d)           FINANCIAL STATEMENTS OF SUBSIDIARIES NOT CONSOLIDATED

    Armand Products Corporation Statements of Income and Partners' Capital for
    each of the three years in the period ended December 31, 1995.

    Armand Products Corporation Balance Sheets as of December 31, 1994 and 1995.

    Armand Products Corporation Statements of Cash Flow for each of the three
    years in the period ended December 31, 1995.


                                     - 10 -

<PAGE>   13

INDEPENDENT AUDITORS' REPORT

To The Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Princeton, New Jersey

We have audited the consolidated financial statements of Church & Dwight Co.,
Inc. and subsidiaries as of December 31, 1995 and 1994, and for each of the
three years in the period ended December 31, 1995, and have issued our report
thereon dated January 24, 1996; such consolidated financial statements and
report are included in your 1995 Annual Report to Stockholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedule of Church & Dwight Co., Inc. and subsidiaries,
listed in Item 14. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

DELOITTE & TOUCHE LLP
Parsippany, New Jersey
January 24, 1996



                                     - 11 -

<PAGE>   14
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                     1995      1994       1993
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
                                                    --------------------------
<S>                                                 <C>       <C>       <C>
    Balance at beginning of year                    $  912    $  752    $  777
                                                    --------------------------
    Additions:

         Charged to expenses and costs                 478       700       184
                                                    --------------------------
    Deductions:

         Amounts written off                            86       539       208
         Foreign currency translation adjustment        --         1         1
                                                    --------------------------

                                                        86       540       209
                                                    --------------------------
    BALANCE AT END OF YEAR                          $1,304    $  912    $  752
                                                    --------------------------
</TABLE>






                                     - 12 -


<PAGE>   15
ARMAND PRODUCTS COMPANY ( A PARTNERSHIP)
STATEMENTS OF EARNINGS AND CHANGES IN PARTNER'S CAPITAL
(Dollars in thousands)



<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                             1995         1994         1993
- -----------------------------------------------------------------------------------
<S>                                              <C>          <C>          <C>     
NET SALES                                        $ 50,539     $ 47,254     $ 39,701
Cost of Sales                                      33,242       29,108       23,688
                                                 ----------------------------------
Gross Profit                                       17,297       18,146       16,013
Selling, General and Administrative  Expenses       2,754        2,568        2,466
                                                 ----------------------------------
INCOME FROM OPERATIONS                             14,543       15,578       13,547

Interest Income                                       235          170          163
Interest Expense                                     (908)        (908)        (693)
- -----------------------------------------------------------------------------------
NET INCOME                                       $ 13,870     $ 14,840     $ 13,017
- -----------------------------------------------------------------------------------

PARTNERS' CAPITAL:
- -----------------------------------------------------------------------------------
Balance, Beginning of Year                       $ 27,737     $ 33,115     $ 35,964
Net Income                                         13,870       14,840       13,017
Return of Capital to Partners                      (5,600)      (5,500)      (2,000)
Distributions to Partners                         (13,490)     (14,718)     (13,866)
- -----------------------------------------------------------------------------------
BALANCE, END OF YEAR                             $ 22,517     $ 27,737     $ 33,115
- -----------------------------------------------------------------------------------
</TABLE>






See notes to financial statements



<PAGE>   16
ARMAND PRODUCTS COMPANY (A PARTNERSHIP)
BALANCE SHEETS
(Dollars in thousands)


<TABLE>
<CAPTION>
DECEMBER 31,                                     1995            1994
- ----------------------------------------------------------------------
ASSETS
- ----------------------------------------------------------------------
<S>                                             <C>            <C>
Cash and cash equivalents                       $   771        $ 3,004
Accounts receivable (net of allowance of                     
     $150 in 1995 and $150 in 1994)               5,596          6,100
Inventories                                       1,143          1,329
                                                ----------------------
TOTAL CURRENT ASSETS                              7,510         10,433
- ----------------------------------------------------------------------

Property, plant and equipment (net)              27,718         28,070
Long-term supply contract                         1,650          3,850
Intangibles                                         154            191
- ----------------------------------------------------------------------
TOTAL ASSETS                                    $37,032        $42,544
- ----------------------------------------------------------------------

LIABILITIES AND PARTNERS' CAPITAL                            
- ----------------------------------------------------------------------
Accounts payable                                $ 3,088        $ 3,464
Accrued liabilities                                 427            343
                                                ----------------------
TOTAL CURRENT LIABILITIES                         3,515          3,807
- ----------------------------------------------------------------------

Notes payable - Church & Dwight Company          11,000         11,000

Partners' capital                                22,517         27,737
- ----------------------------------------------------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL         $37,032        $42,544
- ----------------------------------------------------------------------
</TABLE>





See notes to financial statements



<PAGE>   17
ARMAND PRODUCTS COMPANY (A PARTNERSHIP)
STATEMENTS OF CASH FLOW
(Dollars in thousands)


<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                                      1995         1994         1993
- --------------------------------------------------------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
- --------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>          <C>     
NET INCOME                                                                  $ 13,870     $ 14,840     $ 13,017
Adjustments to reconcile net income to net cash provided by operating
activities:
           Depreciation                                                        1,693        1,823        1,656
           Supply contract amortization                                        2,200        2,200        2,200
           Amortization of intangibles                                            37           38           38
           Change in assets and liabilities net of effects of disposals:
              Decrease(increase) in accounts receivable                         504         (900)        (193)
              Decrease(increase) in inventories                                  186          505         (858)
              (Decrease)increase in accounts payable
                   and accrued liabilities                                      (292)       1,348         (145)
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                     18,198       19,854       15,715

CASH FLOW FROM INVESTING ACTIVITIES:
- --------------------------------------------------------------------------------------------------------------
Additions to property, plant and equipment                                    (1,341)        (927)      (2,535)
- --------------------------------------------------------------------------------------------------------------

CASH FLOW FROM FINANCING ACTIVITIES:
- --------------------------------------------------------------------------------------------------------------
Return of capital to partners                                                 (5,600)      (5,500)      (2,000)
Distributions to partners                                                    (13,490)     (14,718)     (13,866)
- --------------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES                                        (19,090)     (20,218)     (15,866)
- --------------------------------------------------------------------------------------------------------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                       (2,233)      (1,291)      (2,686)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                 3,004        4,295        6,981
- --------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                    $    771     $  3,004     $  4,295
- --------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION--
    Cash paid during the year for interest
    (net of amounts capitalized)                                            $    908     $    681     $    689
- --------------------------------------------------------------------------------------------------------------
</TABLE>






See notes to financial statements




<PAGE>   18
ARMAND PRODUCTS COMPANY
(A PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.  ORGANIZATION

    Armand Products Company (the "Partnership") was organized under the Uniform
    Partnership Act of the State of Delaware on October 1, 1986 to engage in the
    manufacture and sale of potassium carbonate and related products. The
    Partnership shall continue to exist indefinitely, although its termination
    may be effected by either of the Partners pursuant to the terms of the
    Partnership Agreement. The two partners, Occidental Petroleum Corporation
    and Church & Dwight Co., Inc. each own a 50% interest in the partnership.

    The financial statements reflect the activities of Armand Products Company,
    and do not include any assets, liabilities, revenues or expenses
    attributable to the activities of the individual Partners.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    A.   Cash and cash equivalents - Cash equivalents consist of highly liquid
         short-term investments which mature within three months of purchase.

    B.   Inventories - Inventories consist of finished goods valued at the lower
         of cost or market using the first-in, first-out method.

    C.   Property, plant and equipment - Property, plant and equipment and
         additions thereto are stated at cost. Depreciation is provided on a
         straight-line basis over the estimated lives of the assets.

    D.   Long-term supply contract - The long-term supply contract represents
         advance payments under a multi-year contract with Occidental
         Electrochemical Corporation ("OEC")(See note 5) for the purchase of raw
         materials. Such advance payments are amortized on a straight-line basis
         over a ten year period.

    E.   Intangibles - Intangibles represent purchased technology, customer
         list, business data and a covenant not to compete related to the
         Partnership's potassium bicarbonate business. Intangibles are being
         amortized over a period of ten years.

    F.   Income taxes - The Partnership is not considered a taxable entity for
         federal and state income tax purposes. Accordingly, no provision has
         been made for income taxes, as it is the responsibility of the
         individual Partners.

    G.   Allocation of profits and losses - The Partnership Agreement calls for
         profits and losses to be divided equally between the Partners.

    H.   Revenue recognition - The Partnership recognizes revenues when product
         is shipped to customers.



<PAGE>   19
    I.   Use of Estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and reported
         amounts of revenue and expenses during the reporting period. Actual
         results could differ from those estimates.

3.  FAIR VALUE OF FINANCIAL INSTRUMENTS

    The following table presents the carrying amounts and estimated fair values
    of the Partnership's financial instruments at December 31, 1995 and 1994.
    Statements of Financial Accounting Standards No. 107, "Disclosures About
    Fair Value of Financial Instruments", defines the fair value of a financial
    instrument as the amount at which the instrument could be exchanged in a
    current transaction between willing parties.



<TABLE>
<CAPTION>
    (dollars in thousands)                           1995                               1994
    ----------------------                           ----                               ----
                                            Carrying       Fair              Carrying           Fair
                                             Amount        Value              Amount            Value
                                             ------        -----              ------            -----

<S>                                            <C>           <C>               <C>             <C>
   Financial Assets:
        Cash and cash equivalents              $771          $771              $3,004          $3,004

   Financial Liabilities:
        Note payable to
        Church & Dwight Company             $11,000       $11,000             $11,000          $11,000
- ------------------------------------------------------------------------------------------------------
</TABLE>



      The following methods and assumptions were used to estimate the fair value
of each class of financial instruments reflected in the Balance Sheet.

      Cash and Cash Equivalents

      The Partnership has included as part of cash equivalents short-term highly
      liquid investments that are classified as trading securities. The cost of
      the investments can be specifically identified and approximates fair value
      because of the short maturity of the instruments.

      Note Payable from Church & Dwight Company

      The note payable represents a loan from Church & Dwight Company. The
      Partnership believes that the note payable represents fair market value
      because the terms and collateral would be similar to other instruments
      available in the marketplace.



<PAGE>   20
4.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consist of the following at December 31, 1995
     and 1994:
         (dollars in thousands)


<TABLE>
<CAPTION>
                                                        1995      1994
                                                        ----      ----

<S>                                                   <C>        <C>
     Machinery and equipment                          $32,812    $32,747
                                                    
     Building and improvements                          4,070      4,070
                                                    
     Construction in progress                           2,026        750
                                                      -------    -------
                                                    
                                                       38,908     37,567
                                                    
     Less accumulated depreciation                     11,190      9,497
                                                      -------    -------
                                                    
     Property, plant and equipment (net)              $27,718    $28,070
                                                      =======    =======
</TABLE>
                                  





     5.  RELATED PARTY TRANSACTIONS

     Pursuant to the Partnership and related agreements, each of the Partners,
     Oxy Carbonate, Inc. ("Oxy") and C&D Chemical Products, Inc. ("C&D"), either
     directly or through affiliated companies, provide specific services on
     behalf of the Partnership.

     In 1986, the Partnership entered into a long-term supply agreement with OEC
     for a key raw material. Under the terms of the supply agreement, the
     Partnership expects to obtain its requirements of this raw material for a
     ten year period.

     In 1992, Church & Dwight Company, a company related to C&D through common
     ownership, loaned the Partnership $11 million. The note, which is secured
     by plant and equipment owned by the Partnership, bears interest at a rate
     of 8.25 percent and is due in installments from January 1998 through June
     2000.

     Annual maturities of the note payable are as follows: (dollars in
     thousands)


<TABLE>
                                                                          <S>         <C>    
                                                                          1998        $ 4,125
                                                                          1999          5,500
                                                                          2000          1,375
                                                                                      -------

                                                                                      $11,000
                                                                                      =======
</TABLE>






<PAGE>   21
The following summarizes the transactions and balances between the Partnership
and each of the Partners as of December 31, 1995, 1994 and 1993 (in thousands):


<TABLE>
<CAPTION>
                                                1995      1994        1993
                                                ----      ----        ----

<S>                                           <C>        <C>        <C>    
Sales to Oxy                                  $ 5,889    $ 3,440    $ 1,679
                                             
Sales to C&D                                    1,206        842        719
                                             
Purchases from Oxy                             26,056     23,596     19,912
                                             
Administrative costs reimbursed to Oxy            487        411        375
                                             
Administrative costs reimbursed to C&D          2,049      2,025      2,056
                                             
Interest charged by C&D                           908        908        908
                                             
Accounts receivable due from Oxy                  514        881        598
                                             
Accounts receivable due from C&D                  185         87        201
                                             
Accounts payable due to Oxy                     2,456      2,362      1,713
                                             
Accounts payable due to C&D                       817        962        482
                                             
Note Payable to C&D                            11,000     11,000     11,000
</TABLE>




                                         

<PAGE>   22

INDEPENDENT AUDITOR'S REPORT

To the Partners of Armand Products Company
Princeton, New Jersey

We have audited the accompanying balance sheets of Armand Products Company (a
partnership) as of December 31, 1995 and 1994, and the related statements of
earnings, and changes in partners' capital, and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1995 and
1994, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.


DELOITTE & TOUCHE LLP
Parsippany, New Jersey
January 24, 1996




<PAGE>   23

 
                                  SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on February 21, 1996.

                                  CHURCH & DWIGHT CO., INC.
                               
                                  By:      /s/ Robert A. Davies, III
                                           -------------------------------------
                                           Robert A. Davies, III
                                           President and Chief Executive Officer
                             
      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.




<TABLE>
<S>                                                <C>                                            <C> 
/s/ Robert A. Davies, III                          President and                                  February 21, 1996
- ------------------------------
Robert A. Davies, III                              Chief Executive Officer




/s/ Zvi Eiref                                      Vice President Finance, and                    February 21, 1996
- ------------------------------
Zvi Eiref                                          Chief Financial Officer
                                                   (Principal Financial Officer)

/s/ Gary P. Halker                                 Vice President                                 February 21, 1996
- ------------------------------
Gary P. Halker                                     Controller and Chief Information Officer
                                                   (Principal Accounting Officer)
</TABLE>




<PAGE>   24
      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.





<TABLE>
<S>                                         <C>                    <C> 
/s/ Cyril C. Baldwin, Jr.                   Director               February 21, 1996
- ------------------------------
Cyril C. Baldwin, Jr.

/s/ William R. Becklean                     Director               February 21, 1996
- ------------------------------
William R. Becklean

/s/ Robert H. Beeby                         Director               February 21, 1996
- ------------------------------
Robert H. Beeby

/s/ Robert A. Davies, III                   Director               February 21, 1996
- ------------------------------
Robert A. Davies, III

/s/ Rosina B. Dixon, M.D.                   Director               February 21,1996
- ------------------------------
Rosina B. Dixon, M.D.

/s/ J. Richard Leaman, Jr.                  Director               February 21, 1996
- ------------------------------
J. Richard Leaman, Jr.

/s/ John D. Leggett, III, Ph.D              Director               February 21, 1996
- ------------------------------
John D. Leggett, III, Ph.D.

/s/ Robert A. McCabe                        Director               February 21, 1996
- ------------------------------
Robert A. McCabe

/s/ Dwight C. Minton                        Chairman               February 21, 1996
- ------------------------------
Dwight C. Minton

/s/ Dean P. Phypers                         Director               February 21, 1996
- ------------------------------
Dean P. Phypers

/s/ Jarvis J. Slade                         Director               February 21, 1996
- ------------------------------
Jarvis J. Slade

/s/ John O. Whitney                         Director               February 21, 1996
- ------------------------------
John O. Whitney
</TABLE>







<PAGE>   25

                                EXHIBIT INDEX
                                -------------

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

    (3)       (a)   Restated Certificate of Incorporation including
                    amendments has previously been filed with the Securities and
                    Exchange Commission on the Company's Form 10-K for the year
                    ended December 31, 1989, which is incorporated by reference.

              (b)   By-Laws have previously been filed with the Securities and
                    Exchange Commission on the Company's Form 10-K for the year
                    ended December 31, 1985, which is incorporated herein by
                    reference.

    (4)             The Company is party to a Loan Agreement dated May 31, 1991
                    with the New Jersey Economic Development Authority. The
                    principal amount of the loan thereunder is less than ten
                    percent of the Company's consolidated assets. The Company
                    will furnish a copy of said agreement to the Commission upon
                    request.
              
    (10)      (a)   Supply Agreement between Church & Dwight Co., Inc. and
                    ALCAD Partnership for supply of soda ash. This document is
                    not attached hereto but has been separately submitted to the
                    Securities and Exchange Commission which has approved the
                    Company's application under rule 24b-2 for privileged and
                    confidential treatment thereof.

                    COMPENSATION PLANS AND ARRANGEMENTS

              (b)   Indemnification Agreement for directors, and certain
                    officers, employees, agents and fiduciaries, which was
                    approved by stockholders at the Annual Meeting of
                    Stockholders on May 7, 1987, and was included in the
                    Company's definitive Proxy Statement dated April 6, 1987
                    which is incorporated herein by reference.

              (c)   Stockholder Rights Agreement dated April 27, 1989, between
                    Church & Dwight Co., Inc. and Chemical Bank, formerly
                    Manufacturers Hanover Trust Company, has been previously
                    filed on April 28, 1989 with the Securities and Exchange
                    Commission on the Company's Form 8-K, which is incorporated
                    herein by reference.

              (d)   The Company's 1983 Stock Option Plan, which was approved by
                    stockholders at the Annual Meeting of Stockholders on May 5,
                    1983, and was included in the Company's definitive Proxy
                    Statement dated April 4, 1983 which is incorporated herein
                    by reference.

              (e)   Restricted Stock Plan for Directors which was approved by
                    stockholders at the Annual Meeting of Stockholders on May 7,
                    1987, and was included in the Company's definitive Proxy
                    Statement dated April 6, 1987 which is incorporated herein
                    by reference.

              (f)   Church & Dwight Co., Inc. Deferred Compensation Plan and
                    Agreement for Officers Amended and Restated as of January 1,
                    1988 has previously been filed with the Securities and
                    Exchange Commission on the Company's Form 10-K for the year
                    ended December 31, 1987, which is incorporated herein by
                    reference.

              (g)   Deferred Compensation Plan for Directors has previously been
                    filed with the Securities and Exchange Commission on the
                    Company's Form 10-K for the year ended December 31, 1987,
                    which is incorporated herein by reference.

              (h)   Employment Service Agreement with Senior Management of
                    Church & Dwight Co., Inc. has previously been filed with the
                    Securities and Exchange Commission on the Company's Form
                    10-K for the year ended December 31, 1990, which is
                    incorporated herein by reference.




<PAGE>   26
                                EXHIBIT INDEX
                                -------------

     Exhibit No.                        Description
     -----------                        -----------
              (i)   The Stock Option Plan for Directors which was approved by
                    stockholders in May 1991, authorized the granting of options
                    to non-employee directors. The full text of the Church &
                    Dwight Co.,Inc. Stock Option Plan for Directors was
                    contained in the definitive Proxy Statement filed with the
                    Commission on April 2, 1991 and incorporated herein by
                    reference.

              (j)   A description of the Company's Incentive Compensation Plan
                    has previously been filed with the Securities and Exchange
                    Commission on the Company's Form 10-K for the year ended
                    December 31, 1992, which is incorporated herein by
                    reference.

              (k)   Church & Dwight Co., Inc. Executive Stock Purchase Plan has
                    previously been filed with the Securities and Exchange
                    Commission on the Company's Form 10-K for the year ended
                    December 31, 1993, which is incorporated herein by
                    reference.

              (l)   The 1994 Incentive Stock Option Plan has previously been
                    filed with the Securities and Exchange Commission on the
                    Company's Form 10-K for the year ended December 31, 1994,
                    which is incorporated herein by reference.

    (11)      Computation of earnings per share.

    (13)      1995 Annual Report to Stockholders.

    (21)      List of the Company's subsidiaries.

    (27)      Financial Data Schedule






<PAGE>   1
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                 EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
                     (In thousands except per share amounts)


<TABLE>
<CAPTION>
                                                                 1995         1994        1993
                                                               ---------------------------------
<S>                                                            <C>          <C>         <C>
PRIMARY:
      Income before cumulative effect of accounting changes    $ 10,152     $  6,117    $ 29,486
      Cumulative effect of accounting changes                      --           --        (3,200)
                                                               ---------------------------------
      Net income                                               $ 10,152     $  6,117    $ 26,286
                                                               ---------------------------------

Weighted average shares outstanding                              19,567       19,706      20,223

Primary earnings per share:
      Income before cumulative effect of accounting changes    $    .52     $    .31    $   1.46
      Cumulative effect of accounting changes                      --           --         (0.16)
                                                               ---------------------------------
      Net income                                               $    .52     $    .31    $   1.30
                                                               ---------------------------------
FULLY DILUTED:
      Income before cumulative effect of accounting changes    $ 10,152     $  6,117    $ 29,486
      Cumulative effect of accounting changes                      --           --        (3,200)
                                                               ---------------------------------
      Adjusted net income                                      $ 10,152     $  6,117    $ 26,286
                                                               ---------------------------------

Weighted average shares outstanding                              19,567       19,706      20,223
      Incremental shares under stock option plans                   172          205         352
                                                               ---------------------------------
      Adjusted weighted average shares outstanding               19,739       19,911      20,575
                                                               ---------------------------------
Fully diluted earnings per share:
      Income before cumulative effect of accounting changes    $    .51     $    .31    $   1.43
      Cumulative effect of accounting changes                      --           --         (0.15)
                                                               ---------------------------------
      Net income                                               $    .51*    $    .31    $   1.28*
                                                               ---------------------------------
</TABLE>





      * Differs from reported earnings per share because the dilutive effect of
        outstanding stock options was less than three percent.







<PAGE>   1
FOUNDED IN 1846, CHURCH & DWIGHT CO., INC. IS THE WORLD'S LEADING PRODUCER OF
SODIUM BICARBONATE, POPULARLY KNOWN AS BAKING SODA, A NATURAL PRODUCT WHICH
CLEANS, DEODORIZES, LEAVENS AND BUFFERS. THE COMPANY SPECIALIZES IN DEVELOPING
USES FOR SODIUM BICARBONATE AND RELATED PRODUCTS WHICH ARE PACKAGED AND SOLD,
PRIMARILY UNDER THE ARM & HAMMER(R) TRADEMARK, THROUGH GROCERY STORES, DRUG
STORES, MASS MERCHANDISERS AND DISTRIBUTORS. 

                                                                 ABOUT THE COVER

The arm of Vulcan, the mythical hammer-wielding god of fire, first appeared on
baking soda packages produced by co-founder James A. Church in 1867. Since then,
the ARM & HAMMER brand has earned the confidence of six generations of Americans
and is recognized today as one of the nation's best known and most trusted
logos. This trademark, a reflection of the brand's quality, is a priceless
heritage and gives us a strong competitive advantage in our pursuit of
new-product growth.


           FINANCIAL HIGHLIGHTS       (In millions, except for per share data)



<TABLE>
<CAPTION>
                                                      1995                   1994
- ----------------------------------------------------------------------------------
<S>                                                  <C>                    <C>    
Sales                                               $485.8                  $491.0
- ----------------------------------------------------------------------------------
Income from operations                              $  8.4                  $  1.5
- ----------------------------------------------------------------------------------
Net income                                          $ 10.2                  $  6.1
- ----------------------------------------------------------------------------------
Net income per share                                $ 0.52                  $ 0.31
- ----------------------------------------------------------------------------------
Dividends per share                                 $ 0.44                  $ 0.44
- ----------------------------------------------------------------------------------
</TABLE>




<PAGE>   2


DEAR STOCKHOLDER:
      
After more than 26 years, on October 1, 1995, I relinquished my responsibilities

as President and Chief Executive Officer of Church & Dwight Co., Inc. I was
doubly pleased to pass those duties on to Robert A. Davies, III: first, he is a
talented and resourceful marketer with an insightful understanding of the
Company; and second, we have worked productively together over many years, and I
expect this mutual cooperation to continue.

My role as Chairman of the Board will keep me involved with one of America's
best and longest-running family businesses. As a member of the fifth generation,
I find my ongoing participation a source of great satisfaction. I believe the
opportunities for Church & Dwight to succeed are as promising today as they were
5, 10 or 25 years ago. I have every confidence in Bob's ability to build the
business and restore an adequate level of profitability. He and his operating
team will have my full support as they work to accomplish this mission.


[PHOTO]

DWIGHT C. MINTON, Chairman of the Board 




Sincerely,

DWIGHT C. MINTON
Chairman of the Board
January 24, 1996



<PAGE>   3
[PHOTO]

ROBERT A. DAVIES, III, President and Chief Executive Officer



In the 26 years since Church & Dwight Co., Inc., under Dwight Minton's
leadership, took steps to develop its broad-based products business, we were
able to grow sales in 22 of those years and increase profits in 20 of them. By
any measure, this is a remarkable achievement.

I believe the Company's disappointing performance in 1994 and 1995 is a mere
interlude in our growth path, and that we can look forward to better results in
1996 and 1997.

1995 ended with net income of $10.2 million, or $0.52 per share, after a pre-tax
restructuring charge of $4.0 million, or $0.13 per share on an after-tax basis.
This compares to 1994 earnings of $6.1 million, or $0.31 per share, following a
pre-tax restructuring charge of $6.9 million, or $0.21 per share on an after-tax
basis. Pre-tax income for 1995 was $16.3 million, a $6.6 million increase over
the previous year.

Sales for 1995 were $485.8 million, compared to $491.0 million in 1994. This
one-percent reduction was due to lower sales of laundry products, partially
offset by higher sales of personal care and specialty products. 



2

<PAGE>   4
In retrospect, it has become clear that the outstanding success of ARM & HAMMER
DENTAL CARE(R) products in the early 1990's blunted some of the Company's
traditional strengths in cost efficiency and product innovation. Operating costs
rose too rapidly in anticipation of continued sales growth. The resources
required to introduce the new personal care line extensions led to a loss of
momentum in the new-product development area. In the laundry detergent category,
competitive activity, including lower pricing and an influx of new value
products, adversely affected the profitability of that business as well.

We have addressed all of these problem areas in 1995 and have made considerable
progress. While the process is not complete, we should see increasingly positive
results in 1996.

MANAGEMENT CHANGES

I rejoined Church & Dwight Co., Inc. as President of the Arm & Hammer Division
on January 30, 1995. At that time, my primary assignment was to improve the
performance of the consumer business, which I had helped to build in my previous
association with the Company from 1969 to 1984, first as Vice President and
General Manager of the Arm & Hammer Division, and then as President and Chief
Operating Officer of the Company. That experience gave me a historic perspective
of the business during an era when we were marketing new uses for baking soda,
including fridge/freezer deodorizing; launching powder and liquid laundry
detergents, at first regionally and then nationwide; introducing carpet and room
deodorizers; and developing ARM & HAMMER DENTAL CARE products. Consumer response
to each category of new products was enthusiastic, and sales and earnings
averaged double-digit growth rates.


Today, as President and Chief Executive Officer, I am fortunate to have the
valuable support of Dwight Minton as Chairman, along with an impressive corps
of long-term employees.


We found a number of talented and energetic people within the organization to
fill many of the top managerial positions.

I am also pleased to have recruited two senior officers of the Company. Zvi
Eiref, who worked closely with me when he served as Church & Dwight's Chief
Financial Officer from 1979 to 1988, rejoined us as Vice President Finance and
Chief Financial Officer on November 1, 1995. Zvi was Senior Vice President
Finance at Chanel, Inc., the fashion, fragrance and cosmetics company, from 1988
to 1995. Raymond L. Bendure, Ph.D., became Vice President Research &
Development, also on November 1, replacing Wayne Sorenson, Ph.D., who has
retired after 13 years with the Company. Ray has an outstanding record of
new-product development and has held senior research positions with the Procter
& Gamble Company, the Colgate-Palmolive Co., Helene Curtis Industries Inc. and,
most recently, the medical devices division of Allergan Inc., the eye-care
company. 



3

<PAGE>   5
STEPS TO IMPROVE EFFICIENCY

The first task of the new management team was to work on cost efficiency. It
took most of 1995 to analyze and tighten up all facets of our operation. On July
27, we implemented a second stage in our program to trim overheads to a more
efficient level, and reduced our workforce by 60 people. This restructuring,
along with the headcount reduction of 62 people in September 1994, occurred
primarily at our Princeton, New Jersey, headquarters where we have reduced
employee headcount by 25 percent. Planned reductions in corporate expenses
amount to more than $10 million, of which some $4 million was already realized
in 1995, with an additional $6 or $7 million expected in 1996. In so doing, we
maintained our historic level of Research & Development spending which is the
cornerstone of the Company.

Similar reductions were achieved in other areas of the organization, including
manufacturing and sales. For example:

- - Productivity gains averaging around 10% were achieved at our four U.S.
  plants. These gains, together with negotiated price reductions for raw and
  packaging materials, will enable us to keep manufacturing costs virtually
  level in 1996 despite a substantial increase in the market price of soda
  ash, the Company's principal raw material in the manufacture of sodium
  bicarbonate and powder laundry detergent.

- - A reorganization of the Arm & Hammer Division sales force in 1995 has
  reduced our selling costs by $2 million a year.

- - Improvements in the management of our supply chain, which includes
  purchasing, production planning and inventory control, enabled the Company
  to reduce inventories by $14 million during 1995. As a result, we were
  also able to reduce net borrowings by $20 million, despite the relatively
  high level of capital spending during the year.

- - New computer software, recently installed after several years of
  development, has greatly improved the management of promotional programs,
  which represent a high percentage of our selling expenses.

The Company for many years has measured its overall efficiency by the value of
sales per employee. At year's end, that figure reached $500,000, an unusually
high level for a manufacturing company. The Company continues to work on
improving efficiency, particularly in the areas of manufacturing and
distribution.

In the long term, even more important than cost efficiency is the development of
new products and new markets. This subject will be addressed further on in this
letter.



4

<PAGE>   6
                                   [GRAPHIC]
                                   HOUSEHOLD


       ARM & HAMMER Baking Soda,

                      our solidly dependable flagship product, is a market
              leader; its healthy root system nourishes the entire Company.


5

<PAGE>   7
HOUSEHOLD PRODUCTS



ARM & HAMMER Baking Soda sales were virtually equal to last year. Fridge/freezer
deodorizing, by far the brand's largest use, benefited from a rerun of our
animated talking-box cartoon commercial reminding television viewers to change
the box regularly. We will continue this support throughout 1996, along with the
traditional Holiday Baking trade promotion, including storewide displays and
product couponing.

Beginning in October 1996 and running through March 1997, ARM & HAMMER Baking
Soda will be one of three product sponsors of a 26-episode public television
series, featuring food expert Julia Child, scheduled to air on 300 public
television stations reaching more than 90 million homes.

ARM & HAMMER Carpet Deodorizer, first introduced in 1981, has recently enhanced
its leadership position in the category and remains a market leader and
specialist in pet-deodorizing products. 

ARM & HAMMER SUNFLOWER FRESH(R) Carpet Deodorizer, an extension of the NATURAL
FRESH line, excelled as the category's fragrance trend-setter in the fourth
quarter 1995. The brand will have a new look beginning in the second quarter
1996. Improved graphics will provide stronger identification of the logo and a
predominance of yellow background for better shelf impact.


ARM & HAMMER Powder Laundry Detergent is the #4 brand in food stores nationally.


Our laundry detergents, both powder and liquid, continue to be value-priced.
These products are not advertised, and benefit from the consumer's recognition
of our trademark as an assurance of high quality and sound value.

The powder laundry detergent segment, which currently represents 57 percent of
the category volume, has been declining for several years, a trend which is
expected to continue in 1996 as consumers switch to liquids. Added to this
decline has been a 10-percent erosion in consumer prices over a three-year
period and a shift from food stores to mass merchandisers as laundry detergent
outlets. We have been slow to respond to these changing conditions and as a
result, powder laundry detergent profitability has suffered. A major focus in
1996 will be on technical development and cost reduction as we strive to improve
earnings in an intensely competitive environment.


6

<PAGE>   8
As previously reported, our super concentrate 1/4-cup usage Liquid Laundry
Detergent product introduced in 1994 was a failure. In 1995, we decided to
relaunch this product and to reduce costs by installing our own manufacturing
capacity instead of buying from third parties. At the beginning of 1996, we are
expanding sales of a new 4/10-cup product, similar to other major brands in the
market, produced at our Syracuse, New York, facility.

Expansion of the new product will be accomplished in three waves for both the
50-ounce and 100-ounce sizes, beginning in fourth quarter 1995 and ending in
February 1996. Additional marketing costs will be incurred in the expansion
program, but once completed, ARM & HAMMER Liquid Laundry Detergent's
profitability should improve in the final months of 1996.



Our four minor household brands have enjoyed some successes. ARM & HAMMER Cat
Litter Deodorizer has demonstrated steady sales growth and consistently exceeds
expectations. ARM & HAMMER Fabric Softener Sheets, now packaged in a convenient
tissue-box container, will be available in a new 100-count size in early 1996.
ARM & HAMMER Deodorizer Spray and ARM & HAMMER Super Washing Soda continue to
hold their own with minimal marketing support.



PERSONAL CARE PRODUCTS

ARM & HAMMER DENTAL CARE products rank #5 in the dentifrice category, and #1 in
the baking soda-only segment.


A major objective in 1996 is to strengthen our position in both the baking soda,
and baking soda-and-peroxide segments of the category.

Sales of PEROXICARE(R) Tartar Control Toothpaste, introduced in the second 
quarter 1995, are on target. The launch was supported by an aggressive new
television campaign which highlights the brand's patented formula with 10 times
more baking soda than the leading competitor. This success stabilized our
dentifrice franchise in the face of heavy competitive activity in 1995.

Competition remains robust, as new brands continue to appear and existing brands
expand into emerging category growth segments. One indicator of competitive
action is that approximately 15 percent of fourth-quarter dentifrice sales were
made by products introduced in the past 12 months.

In second quarter 1996, we plan to introduce two line extensions which will
enable us to participate more fully in the premium-priced growth segments: ARM &
HAMMER DENTAL CARE Extra-Whitening 


7

<PAGE>   9

                                  [GRAPHIC]

PERSONAL CARE

ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda is the only product in
the category which because of the absorbing property of baking soda actually
eliminates odors rather than covering them up.



<PAGE>   10
for whiter teeth, and ARM & HAMMER DENTAL CARE Sensitive Formula for relief 
from pain caused by sensitive teeth. Both products benefit from baking soda's 
inherent attributes: a natural whitening power and its low-abrasive ability to 
gently clean plaque and dull stains. The two dentifrices will each contain at 
least twice as much baking soda as competitive brands.

ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda was launched in
mid-1994, and extended in April 1995 when we introduced three new Wide Solid
items targeted to male users and accounting for another important segment of
this $1.4 billion category. Four forms of the product are now available. The
most recent, to be introduced in February 1996, is a pure deodorant with baking
soda in a Wide Solid stick that best demonstrates the deodorizing benefits of
baking soda. The other three forms are all combination
deodorant/anti-perspirants: a Wide Solid stick, an Oval Solid stick, which is
also available in a new economy size, and a Roll-on. Our product line will be
supported with a heavy advertising and promotion schedule.

On the international front, the ARM & HAMMER DENTAL CARE brand completed its
first full year in the United Kingdom in 1995 with a dentifrice market share of
over three percent. This performance is noteworthy in a market where the ARM &
HAMMER trademark was not previously represented, nor was there any substantial
familiarity with baking soda. In Canada, ARM & HAMMER DENTAL CARE toothpaste
continues to hold the leading share position in the baking soda segment of the
category. ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda is meeting
expectations. Line-extension launches in both personal care and household
products will strengthen the Canadian business in 1996.


SPCIALTY PRODUCTS


Performance products had another good year, with the high-value grades of sodium
bicarbonate, especially those for the food, household and pharmaceutical
markets, reaching new levels. The versatility of these products is vast. Recent
applications range from Scott Paper Company's worldwide launch of an innovative
toilet tissue, Cottonelle(R) with Baking Soda, which contains micro-fine baking
soda for effective personal deodorizing, to removal of pollutants from municipal
incinerators.

In the agricultural area, our introduction of sodium bicarbonate to the poultry
industry is doing well, with major broiler producers using our product to
enhance feed efficiency. During the year, we significantly grew sales of
MEGALAC(R) Plus and MEGALAC Low Odor Rumen Bypass Fat as high-value line
extensions of our nutritional-supplement product line for dairy cattle. However,
sales for the year were lower because of the loss of exports to Mexico due to
the devaluation of the peso.



9

<PAGE>   11
                                  [GRAPHIC]

SPECIALTY


The Specialty Products Division recorded its highest sales ever in 1995.



<PAGE>   12
Armand Products Company, our potassium carbonate joint venture with Occidental
Chemical Corporation, enjoyed good sales growth in 1995 in the face of
significant new competition.

Potassium carbonate is a major raw material in the manufacture of
glass for television tubes and personal computers. As the world's leading
producer of potassium carbonate, we are seeking opportunities overseas, both in
Europe and the Far East.

Competition in both sodium bicarbonate and potassium carbonate businesses will
be a concern in 1996. As expected, three new competitors entered the potassium
carbonate business which will affect both volume and prices in 1996. Meantime, a
producer of nahcolite-based sodium bicarbonate has made efforts to upgrade the
product and to broaden distribution. Our business continues to be strong in the
high end of these markets, but the competitive situation needs to be watched.

Building on the success of the well-established ARMAKLEEN(R) E-series of aqueous
cleaning products for the electronics industry, we launched the M-series for
precision metal cleaning in three formulations targeted to automotive, aerospace
and general-purpose cleaning. Consistent with the quality standard of ARMAKLEEN
products, all three inorganic formulations are environmentally superior,
non-hazardous, non-toxic and non-flammable. We are currently working on the
development and marketing of an environmentally superior, water-based cleaning
solution for industrial applications, which will be test-marketed in 1996.

ARMEX(R) Cleaning and Coating Removal Systems, our non-toxic blasting system for
the removal of paint and process residues, continued to grow in 1995.

Brotherton Speciality Products, Ltd., our United Kingdom subsidiary, had an
exceptional year in marketing worldwide their lines of high-value,
ammonium-based and other specialty chemicals.

In the second quarter, we completed the expansion of our sodium bicarbonate
manufacturing facility in Old Fort, Ohio, which brings the output to
approximately 240,000 tons, the largest facility of its kind in the world. Both
Old Fort, Ohio, and Green River, Wyoming, plants are running at strong
utilization rates, underscoring continued demand for safe and economical sodium
bicarbonate chemistry. A smaller sodium bicarbonate plant was built in Venezuela
to service South and Central American markets.

XOSTEN(TM)

We announced in the third-quarter report our development of a drug for the
prevention and treatment of osteoporosis. The new agent, XOSTEN, a
controlled-release dosage form of potassium bicarbonate for oral administration,
is undergoing Phase II clinical studies under Investigational New Drug
applications filed with the U.S. Food & Drug Administration. The Company has
invested approximately $20 million to date, including $4 million in 1995 which
has been charged against income as incurred. 



11

<PAGE>   13
XOSTEN evolved from our ongoing interest in the role of dietary sodium and
potassium in human health and from pioneering research at the University of
California in San Francisco.

We believe that XOSTEN may potentially prove to be an inherently safe, natural
product for effective long-term prevention and treatment for osteoporosis.
However, the success of the program cannot be guaranteed. Additional clinical
studies are needed before XOSTEN can be approved and shown to be medically and
economically useful in the pharmaceutical market.

Our timetable for completing Phase II is early 1997, and we intend to seek the
support of a drug company to undertake the considerable work required for
further development and marketing of the product. There is no assurance that
such a company will be identified in 1996.

OUTLOOK

1996 is a turn-around year, focused on improvement in earnings. The cost
efficiencies described in this report provide a firm base for solid growth.

In the first half, earnings will be affected by marketing costs incurred in
introducing the new liquid laundry detergent and the dental and deodorant line
extensions; in the second half, we expect earnings to strengthen, and we also
anticipate a modest sales increase from line extensions of household and
personal care products, the liquid laundry detergent rollout and the industrial
cleaning businesses. In addition, we will be testing one or two major new
products in 1996 prior to a national introduction in 1997.

When I first started with Church & Dwight Co., Inc. 27 years ago, I gained a
deep respect for this fine Company and its unique baking soda business. After a
10-year absence, I have the advantage of taking a fresh look at our corporate
strengths and capabilities. I agree with Dwight Minton's conclusion in his
Letter to Stockholders that the opportunities for success are as viable today as
they ever were. My initial enthusiasm for the Company and its products remains
undiminished, and I am confident that our management team with the help of a
dedicated workforce will restore the profitability that you as stockholders
expect and deserve.

Sincerely,

/s/ Robert A. Davies, III

ROBERT A. DAVIES, III
President and Chief Executive Officer
January 24, 1996



12

<PAGE>   14

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
ELEVEN-YEAR FINANCIAL REVIEW
(Dollars in millions, except per share data)






<TABLE>
<CAPTION>
OPERATING RESULTS            1995    1994     1993     1992    1991      1990     1989     1988       1987      1986       1985
- --------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>      <C>      <C>     <C>       <C>      <C>      <C>        <C>       <C>       <C>
Net sales:
Consumer products          $  380.6   393.0    410.4    409.3   386.1     331.1    295.6    249.4      231.6     218.9     180.2
Specialty products            105.2    98.0     97.3     87.2    80.7      80.2     75.8     82.1       73.5      53.3      51.2
Total                         485.8   491.0    507.7    496.5   466.8     411.3    371.4    331.5      305.1     272.2     231.4
- --------------------------------------------------------------------------------------------------------------------------------
Marketing                  $  119.2   128.4    116.1    115.8    89.1      66.3     43.0     35.1       37.1      39.2      29.9
- --------------------------------------------------------------------------------------------------------------------------------
Research & Development     $   18.5    20.6     21.2     17.8    13.4      12.3      7.9      6.3        5.4       4.9       4.7
- --------------------------------------------------------------------------------------------------------------------------------
Income from operations     $    8.4     1.5     35.6     37.7    34.0      28.9     25.2     23.6       20.1      17.9      21.7
- --------------------------------------------------------------------------------------------------------------------------------
Net income                 $   10.2     6.1     26.3     29.5    26.5      22.5      8.6     16.5       14.0      12.8       4.7
================================================================================================================================
Net income per share       $    .52     .31     1.30     1.45    1.29      1.05      .42      .75        .64       .60       .23
- --------------------------------------------------------------------------------------------------------------------------------
% of sales                     2.1%    1.2%     5.2%     5.9%    5.7%      5.5%     2.3%     5.0%       4.6%      4.7%      2.0%
================================================================================================================================

FINANCIAL POSITION
- --------------------------------------------------------------------------------------------------------------------------------
Total assets               $  293.2   294.5    281.7    261.0   244.3     249.2    242.5    241.7      245.4     227.9     148.9
Long-term debt                  7.5     7.5      7.6      7.7     7.8      29.6     52.2     55.6       56.8      59.2      20.8
Stockholders' equity          153.7   153.9    169.4    159.1   139.2     118.7    111.6    112.0      116.1     104.8      74.1
- --------------------------------------------------------------------------------------------------------------------------------
Long-term debt as a %
  of total capitalization        5%      5%       4%       5%      5%       20%      32%      33%        33%       36%       23%
- --------------------------------------------------------------------------------------------------------------------------------
Working capital            $   22.1    23.4     54.6     40.7    34.1      46.1     66.8     58.8       68.8      61.9      41.5
- --------------------------------------------------------------------------------------------------------------------------------
Current ratio                   1.2     1.2      1.8      1.5     1.4       1.6      2.2      2.2        2.5       2.6       2.3
================================================================================================================================

OTHER DATA
- --------------------------------------------------------------------------------------------------------------------------------
Average common shares
  outstanding
  (In thousands)             19,567  19,706   20,223   20,338  19,831    20,455   20,728   21,985     21,976    21,415    20,631
- --------------------------------------------------------------------------------------------------------------------------------
Return on average
  stockholders' equity         6.6%    3.8%    16.0%    19.8%   20.5%     19.5%     7.7%    14.4%      12.7%     14.3%      6.4%
- --------------------------------------------------------------------------------------------------------------------------------
Cash dividends paid       $     8.6     8.7      8.5      7.7     6.7       6.1      5.4      5.1        4.7       4.3       3.9
- --------------------------------------------------------------------------------------------------------------------------------
Cash dividends paid
  per common share        $     .44     .44      .42      .38     .34       .30      .26      .23    .21 1/2   .20 1/2   .19 1/2
- --------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity
  per common share        $    7.87    7.88     8.43     7.82    6.85      5.87     5.39     5.35       5.27      4.78      3.68
- --------------------------------------------------------------------------------------------------------------------------------
Additions to property,
  plant and equipment     $    19.7    28.4     28.8     12.5    19.3      10.0     10.4     11.3       12.4      20.6       8.6
- --------------------------------------------------------------------------------------------------------------------------------
Depreciation and
  amortization            $    13.1    11.7     10.6      9.8     9.5       8.9      8.5      8.2        7.8       5.1       5.6
- --------------------------------------------------------------------------------------------------------------------------------
Employees at year end           941   1,028    1,096    1,092   1,081       994    1,070    1,000        950       900       645
Statistics per employee:
  (In thousands)
     Sales                 $    516     478     463       455     432       414      347      332        321       302       359
     Operating earnings           9       1      33        35      31        29       24       24         21        20        34
================================================================================================================================
</TABLE>




13

<PAGE>   15
        FINANCIAL REVIEW

        The Financial Review discusses the Company's performance for 1995 and
        compares it to previous years. This Review is an integral part of the
        Annual Report and should be read in conjunction with all other
        sections.



1995 COMPARED TO 1994

         NET SALES

         Net sales declined by 1.1% in 1995 mainly as a result of competitive
         activity in the consumer products business.

         Consumer product sales were down 3.2% on flat unit volume. Lower
         effective pricing on the 1/4-cup concentrated liquid laundry detergent
         and generally softer volumes for powder laundry detergent were only
         partially offset by the full year sales effect of ARM & HAMMER
         Deodorant Anti-Perspirant with Baking Soda, which was introduced in the
         second quarter of 1994. To a lesser extent, the sales decline resulted
         from a scale-back of less profitable international initiatives,
         particularly in Mexico.

         Specialty product sales increased 7.3% and were led by continued growth
         of performance grades of sodium bicarbonate and strong results from the
         Company's Brotherton Speciality Products, Ltd. subsidiary in the United
         Kingdom. Volume growth of the new liquid cleaning products was offset
         by a sales decline in the agricultural markets, particularly softer
         export volumes for MEGALAC Rumen Bypass Fat.

         OPERATING COSTS

         The Company's gross margin declined 2.4 points to 40.4% primarily as a
         result of lower prices for ARM & HAMMER Liquid Laundry Detergent, and
         higher costs related to the start-up of the Syracuse liquid laundry
         detergent manufacturing line and conversion of the product to the new
         4/10-cup formula. Higher ingredient costs for ARM & HAMMER Powder
         Laundry Detergent and ARM & HAMMER DENTAL CARE products also
         contributed to the lower margin. These increases were partially offset
         by lower distribution costs.

         Selling, general and administrative expenses decreased $17.7 million to
         $183.7 million. The most significant expense reductions occurred in the
         selling area. Lower promotional spending, especially for the laundry
         detergent products, combined with lower market research expenses, more
         than offset higher advertising expenses for ARM & HAMMER DENTAL CARE
         products and ARM & HAMMER Deodorant Anti-Perspirant. There was also a
         reduction in general and administrative expenses resulting from a
         reduction in corporate headcount, and lower legal and other outside
         service fees, offset by higher employee-compensation costs.

         The Company recorded a restructuring charge in 1995 covering the cost
         of a workforce reduction program resulting in the layoff of
         approximately 60 employees, and the write-off of fixed assets related
         to the planned expansion of the Princeton, N.J., headquarters facility.
         The cost of restructuring the workforce and the fixed asset write-off
         of the planned headquarters expansion amounted to $3.5 million and $.5
         million, respectively; the restructuring is expected to be completed by
         the end of 1996.

         OTHER INCOME AND EXPENSES 

         Interest expense in 1995 was approximately $.4 million higher than in
         the previous year principally due to higher short-term borrowings to
         fund the Company's extensive capital expenditures, particularly the
         Syracuse liquid laundry detergent line.

         Investment income was $.6 million higher than the prior year, as a
         result of a higher level of funds available for investment.

         The gain on disposal of product lines in 1995 reflects the final
         amortization of non-compete agreements associated with the sale of the
         DeWitt product lines, disposed of in 1990.

         The Armand Products Company, our joint venture with Occidental Chemical
         Corporation, had higher unit sales in 1995 at somewhat lower prices.
         The combination of lower pricing and higher manufacturing costs
         resulted in a 6% decline in equity income.


14

<PAGE>   16
         TAXATION

         The effective tax rate for 1995 was 37.7%, compared to 37.1% in the
         previous year. The increase in the effective tax rate is the result of
         a lower level of tax credits relative to a higher level of income
         taxable at statutory rates, and the impact of a lower level of foreign
         operating losses for which tax benefits were not recognized.

         NET INCOME AND EARNINGS PER SHARE

         The Company's net income for 1995 was $10.2 million, compared to $6.1 
         million in 1994. Earnings per share for the year ended December 31, 
         1995 were $.52, compared to $.31 in 1994.

         1994 COMPARED TO 1993

         NET SALES

         Net sales declined by 3.3% in 1994 as a result of a mix of competitive
         factors affecting the consumer products business.

         Consumer product sales were $393 million, down 4.2%, despite the
         introduction of ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda
         in the United States and Canada, and the launch of ARM & HAMMER DENTAL
         CARE products in the United Kingdom. Several existing product lines had
         a difficult year. ARM & HAMMER DENTAL CARE products' market share
         declined, largely as a result of Unilever's introduction of
         Mentadent(R), a baking soda and peroxide toothpaste. In the laundry
         detergent category, the Company reduced the price of its powder laundry
         detergent in order to re-establish its strategic position in the
         marketplace. Although this action strengthened market share and unit
         volume, net sales and margin were down from a year ago due to the lower
         pricing. Liquid detergent sales were also significantly below the
         preceding year, particularly in the second half of 1994, due to poor
         consumer acceptance of the Company's new concentrated 1/4-cup product. 

         Specialty product sales were $98 million, slightly ahead of 1993.
         Performance grades of sodium bicarbonate did particularly well as did
         ARMEX Blast Media and equipment. Sales in agricultural markets were
         somewhat lower than last year as price competition intensified and
         export volume of MEGALAC Rumen Bypass Fat softened.

         OPERATING COSTS

         The Company's gross margin declined three points to 43%, mainly as a
         result of lower pricing for powder laundry detergent. A less favorable
         product mix and higher direct manufacturing and distribution costs were
         other factors in the decline.

         Selling, general and administrative expenses increased by $5 million to
         $201 million. In the marketing area, heavy advertising and promotion
         costs, supporting the introductions of ARM & HAMMER Deodorant
         Anti-Perspirant in the United States and Canada and ARM & HAMMER DENTAL
         CARE products in the United Kingdom, more than offset lower marketing
         spending for other products. General and administrative expenses were
         flat compared to the previous year. Legal costs were higher, due to
         patent litigation and a competitive advertising challenge instituted by
         the Company, while systems development spending was lower than a year
         ago.

         The Company recorded restructuring charges in 1994 covering the cost of
         a workforce reduction program resulting in the layoff of 62 employees
         through December 31, 1994, and the write-off of fixed assets and
         accruals related to the discontinuation of certain liquid detergent
         products. The cost of restructuring the workforce and liquid detergent
         manufacturing in 1994 amounted to $3.9 million and $3.0 million,
         respectively; the restructuring is expected to be largely completed by
         the end of 1995.

         OTHER INCOME AND EXPENSES

         Interest expense in 1994 was $.9 million, significantly higher than the
         $.2 million in 1993 principally due to higher short-term borrowings to
         fund the Company's extensive 1994 capital expenditures and
         stock-repurchase program.

         Investment income was lower in 1994, compared to the preceding year, as
         a result of a lower level of funds available for investment.

         The gain on disposal of product lines in 1994 reflects the amortization
         of non-compete agreements associated with the sale of the DeWitt
         product lines, disposed of in 1990.

         In 1993, the gain on the disposal of product lines of $4.1 million was
         made up of two items: (1) the final proceeds of $2.2 million received
         from the 1989 sale of the National Vitamin product line; and (2) the
         recognition 


15

<PAGE>   17
         of gains previously deferred pending the outcome of contractual
         warranties, and the amortization of non-compete arrangements negotiated
         as part of the sale of the DeWitt product line.

         The Armand Products Company, our joint venture with Occidental Chemical
         Corporation, had a very good year. Sales of the joint venture rose 19%
         from the previous year, resulting in a 13% increase in equity income to
         nearly $8 million.

         TAXATION

         The effective tax rate for 1994 was 37.1%, compared to 38.3% in the
         previous year. The reduction in the effective tax rate is the result of
         a consistent level of tax credits relative to a significantly lower
         level of income taxable at statutory rates. This effect more than
         offset the impact of foreign operating losses for which tax benefits
         were not recognized.

         NET INCOME AND EARNINGS PER SHARE

         The Company's net income for 1994 was $6.1 million, compared to $26.3
         million in 1993. Earnings per share for the year ended December 31,
         1994 were $.31 as compared to $1.30 ($1.46 before the cumulative effect
         of accounting changes) in 1993.


         NEW ACCOUNTING PRINCIPLES

         The Company is required to adopt the provisions of SFAS No. 121
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to Be Disposed Of" (SFAS 121) no later than 1996. SFAS 121
         establishes accounting standards for the impairment of long-lived
         assets, certain identifiable intangibles, and goodwill related to those
         assets to be held and used and for long-lived assets and certain
         identifiable intangibles to be disposed of. The Company is currently
         evaluating the impact, if any, adoption of SFAS 121 will have on its
         financial position or results of operations.

         In October 1995, the Financial Accounting Standards Board issued SFAS
         No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). SFAS 123
         encourages, but does not require, companies to recognize compensation
         expense for grants of stock, stock options, and other equity
         instruments to employees based upon fair value or, alternatively,
         permits them to continue to apply the existing accounting rules
         contained in Accounting Principles Board Opinion No. 25, "Accounting
         for Stock Issued to Employees" (APB No. 25). Companies choosing not to
         adopt the expense recognition provisions of SFAS 123 are required to
         disclose pro forma net income and earnings per share as if such
         provisions had been applied. The Company will continue to account for
         stock-based compensation in accordance with APB No. 25, and therefore
         the adoption of SFAS 123 will not have an impact on the Company's
         financial position or results of operations.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's balance sheet at December 31, 1995 has been substantially
         improved over an already strong balance-sheet position at the year end
         1994. Cash and short-term investments totaled $16 million at the end of
         1995, compared to nearly $8 million at December 31, 1994.

         The Company's $47 million cash flow generated from operating activities
         was $31 million higher than 1994. Major factors contributing to this
         cash flow improvement included better working capital positions,
         principally through inventory reductions, and higher operating
         earnings. Operating cash flows were used to repay a significant portion
         of short-term debt, fund capital expenditures which included the
         Syracuse liquid laundry detergent line, and to pay cash dividends.

         The Company has maintained a long-term debt-to-capital ratio below 5%
         for the last four years. At December 31, 1995, the Company had $37
         million available of its $42 million short-term lines of credit.
         Capital expenditures in 1996 are expected to be lower than in the past
         several years with depreciation charges exceeding new capital outlays.
         Management believes that improved earnings in 1996 and operating cash
         flow, coupled with the Company's access to credit markets, will be more
         than sufficient to meet the anticipated cash requirements for the
         coming year.


16

<PAGE>   18
         In 1994, the Company generated $16 million in cash flow from operating
         activities, representing a decrease of $9 million compared to 1993.
         This decline was principally due to lower operating earnings. Operating
         cash flow and the increased utilization of $23 million of short-term
         credit lines were used to finance a $28 million capital expenditure
         program, to repurchase 697,000 shares of the Company's common stock at
         a cost of $15 million, and to pay $9 million in cash dividends. Cash
         and short-term investments totaled $8 million at the end of 1994,
         compared to $10 million at the end of 1993.


         OTHER ITEMS

         PROSPECTIVE INFORMATION The Company operates in highly competitive
         consumer-product markets, in which cost efficiency and innovation are
         critical to success.

         ARM & HAMMER laundry detergent products are sold as value brands which
         makes their cost position especially important. To strengthen its
         position, the Company has recently installed its own liquid detergent
         manufacturing capacity to replace production from outside suppliers,
         and has reformulated ARM & HAMMER Liquid Laundry Detergent to be more
         competitive with the other major brands on the market. The introduction
         of the new product will involve heavy marketing costs in the first half
         of 1996, but is expected to contribute to profitability in the second
         half of the year. Further technology improvements and cost reduction
         measures will be necessary for the Company to stay competitive in this
         category over the long term.

         The Company has been very successful in recent years in entering the
         dentifrice and personal deodorant businesses using the unique strengths
         of its ARM & HAMMER trademark and baking soda technology. These are
         highly innovative markets, characterized by a continuous flow of new
         products and line extensions and heavy spending on advertising and
         promotion. In 1995, the Company introduced two major new line
         extensions, PEROXICARE Tartar Control Toothpaste in the dentifrice
         category, and a Wide Solid stick Deodorant Anti-Perspirant in the
         deodorant category. Additional major line extensions are planned for
         1996, the success of which will determine how well the Company performs
         in each of these categories.

         In the Specialty Products business, competition grew even more intense
         in 1995. Three new competitors entered the potassium carbonate business
         during the year. In addition, a manufacturer of nahcolite-based sodium
         bicarbonate continued its efforts to enter the higher end of the
         business. These events have been anticipated for some time, but the
         extent of their impact on our business may not be clear until well into
         1996.

                  Common Stock Price Range and Dividends



<TABLE>
<CAPTION>
                                                                         1995                               1994
                                                                Low      High      Dividend       Low       High     Dividend

                  <S>                                         <C>      <C>         <C>           <C>      <C>          <C>  
                  1st Quarter                                 $17      $19 1/4      .11         $21 1/4   $29 1/4      .11
                  2nd Quarter                                 $18      $21 1/2      .11         $20 1/4   $22 7/8      .11
                  3rd Quarter                                 $19 1/2  $24 7/8      .11         $21 1/4   $26          .11
                  4th Quarter                                 $18      $22 7/8      .11         $16 5/8   $23 5/8      .11
                                                              ------------------------------------------------------------
                  Full Year                                   $17      $24 7/8      .44         $16 5/8   $29 1/4      .44
</TABLE>



         Based on trades on the New York Stock Exchange. Approximate number of
         holders of Church & Dwight's Common Stock as of December 31, 1995:
         10,000


17

<PAGE>   19
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)





<TABLE>
<CAPTION>
                  Year ended December 31,                     1995         1994                  1993
<S>                                                         <C>              <C>              <C>      
Net Sales                                                   $ 485,759        $ 491,048        $ 507,651
Cost of sales                                                 289,734          281,271          272,843
                                                            -------------------------------------------
Gross profit                                                  196,025          209,777          234,808
Selling, general and administrative expenses                  183,669          201,362          196,281
Restructuring charges                                           3,987            6,941            2,904
                                                            -------------------------------------------

Income from Operations                                          8,369            1,474           35,623

Equity in joint venture income                                  7,389            7,874            6,962
Investment earnings                                             1,249              655              963
Gain on disposal of product lines                                 339              410            4,109
Other income                                                      201              209              304
Interest expense                                               (1,255)            (890)            (165)
                                                            -------------------------------------------
Income before taxes and cumulative
    effect of accounting changes                               16,292            9,732           47,796
Income taxes                                                    6,140            3,615           18,310
                                                            -------------------------------------------
Income before cumulative effect of accounting changes          10,152            6,117           29,486
Cumulative effect of accounting changes
    (net of income tax effect):
        Accrual of postretirement benefits (Note 9)              --               --             (5,647)
        Accrual of postemployment benefits (Note 10)             --               --               (533)
        Accounting for income taxes (Note 11)
                                                                 --               --              2,980
                                                            -------------------------------------------
Net Income                                                  $  10,152        $   6,117        $  26,286
                                                            ===========================================

Weighted average shares outstanding(In thousands)              19,567           19,706           20,223
                                                            ===========================================
Earnings Per Share:

Income before cumulative effect of accounting changes       $     .52        $     .31        $    1.46

Cumulative effect of accounting changes:
        Accrual of postretirement benefits                       --               --               (.28)
        Accrual of postemployment benefits                       --               --               (.03)
        Accounting for income taxes                              --               --                .15
                                                            -------------------------------------------
Net Income Per Share                                        $     .52        $     .31        $    1.30
                                                            ===========================================
</TABLE>




                  See Notes to Consolidated Financial Statements.




18

<PAGE>   20
Church & Dwight Co., Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)



<TABLE>
<CAPTION>
                  December 31,                                                                1995            1994
                  ================================================================================================== 
                  <S>                                                                      <C>             <C>
                  Assets                                                                                                
                  ==================================================================================================
                  Current Assets
                  Cash and cash equivalents                                                $ 11,355        $   4,659
                  Short-term investments                                                      5,027            2,976
                  Accounts receivable, less allowances of $1,304 and $912                    44,427           44,404
                  Inventories                                                                41,349           55,078
                  Deferred income taxes                                                      11,704           10,820
                  Prepaid expenses                                                            5,313            5,268
                  --------------------------------------------------------------------------------------------------
                  Total Current Assets                                                      119,175          123,205
                  --------------------------------------------------------------------------------------------------
                  Property, Plant and Equipment (Net)                                       144,339          138,460
                  Note Receivable from Joint Venture                                         11,000           11,000
                  Equity Investment in Joint Venture                                         11,258           13,868
                  Long-term Supply Contract                                                   3,852            4,391
                  Goodwill                                                                    3,556            3,556
                  --------------------------------------------------------------------------------------------------
                  Total Assets                                                             $293,180         $294,480
                  ==================================================================================================
                  Liabilities and Stockholders' Equity                                                                  
                  ==================================================================================================
                  Current Liabilities
                  Short-term borrowings                                                   $   5,000         $ 25,000
                  Accounts payable and accrued expenses                                      86,815           72,974
                  Income taxes payable                                                        5,286            1,802
                  --------------------------------------------------------------------------------------------------
                  Total Current Liabilities                                                  97,101           99,776
                  --------------------------------------------------------------------------------------------------
                  Long-term Debt                                                              7,500            7,500
                  Deferred Income Taxes                                                      19,573           18,887
                  Deferred Income                                                                 -              339
                  Deferred Liabilities                                                        1,595            1,176
                  Nonpension Postretirement and Postemployment Benefits                      13,729           12,861

                  Commitments and Contingencies

                  Stockholders' Equity
                  Preferred Stock-$1 par value
                      Authorized 2,500,000 shares, none issued                                    -                -
                  Common Stock-$1 par value
                      Authorized 100,000,000 shares,
                      issued 23,330,494 shares                                               23,330           23,330
                  Additional paid-in capital                                                 33,061           32,823
                  Retained earnings                                                         169,438          167,901
                  Cumulative translation adjustments                                           (686)            (741)
                  --------------------------------------------------------------------------------------------------
                                                                                            225,143          223,313
                  Less common stock in treasury, at cost:
                      3,805,071 shares in 1995 and
                      3,803,659 shares in 1994                                               70,501           69,372
                  Due from officers                                                            (960)               -
                  --------------------------------------------------------------------------------------------------
                  Total Stockholders' Equity                                                153,682          153,941
                  --------------------------------------------------------------------------------------------------
                  Total Liabilities and Stockholders' Equity                               $293,180         $294,480           
                  ==================================================================================================
</TABLE>

                  See Notes to Consolidated Financial Statements.

19

<PAGE>   21


                  Church & Dwight Co., Inc. and Subsidiaries
                  Consolidated Statements of Cash Flow
                  (Dollars in thousands)





<TABLE>
<CAPTION>
                  Year ended December 31,                                     1995          1994          1993
                  =============================================================================================
                  Cash Flow From Operating Activities                                                                   
                  =============================================================================================
<S>                                                                       <C>           <C>           <C>                      
                  Net Income                                              $ 10,152      $  6,117      $ 26,286
                  Adjustments to reconcile net income to net
                  cash provided by operating activities:
                      Cumulative effect of accounting changes                    -             -         3,200
                      Depreciation, depletion and amortization              13,138        11,743        10,622
                      (Gain)/loss on asset disposals                           492           700          (582)
                      Equity in joint venture income                        (7,389)       (7,874)       (6,962)
                      Deferred income taxes                                   (198)       (3,319)        1,524
                      Other                                                    380          (146)          322
                  Change in assets and liabilities net of
                  effects of disposals:
                      (Increase) decrease in short-term investments         (2,051)        1,024         4,060
                      (Increase) decrease in accounts receivable                (1)       (2,079)          628
                      Decrease (increase) in inventories                    13,772        (2,444)       (7,767)
                      (Increase) decrease in prepaid expenses                  (37)         (648)        1,012
                      Increase (decrease) in accounts payable               13,808         6,209           (68)
                      Increase (decrease) in income taxes payable            3,613         4,845        (9,306)
                      Increase in other liabilities                          1,286         1,399         1,489
                  ---------------------------------------------------------------------------------------------
                  Net Cash Provided By Operating Activities                 46,965        15,527        24,458

                  Cash Flow From Investing Activities                                             
                  =============================================================================================
                  Additions to property, plant and equipment               (19,702)      (28,388)      (28,802)
                  Proceeds from asset disposals                                389           372         2,330
                  Distributions from joint venture                           9,999        10,563         8,387
                  Investment in subsidiary                                       -          (625)         (325)
                  Purchase of officer loans                                 (2,744)            -             -
                  Repayment of officer loans                                   137             -             -
                  ---------------------------------------------------------------------------------------------
                  Net Cash Used in Investing Activities                    (11,921)      (18,078)      (18,410)

                  Cash Flow From Financing Activities                                             
                  =============================================================================================
                  (Repayments) proceeds from short-term borrowing          (20,000)       23,000         2,000
                  Proceeds from stock options exercised                      1,398           746           993
                  Purchase of treasury stock                                (1,131)      (15,051)      (10,947)
                  Payment of cash dividends                                 (8,615)       (8,650)       (8,492)
                  Proceeds from sale of common stock                             -         1,584         1,935
                  ---------------------------------------------------------------------------------------------
                  Net Cash (Used in) Provided by Financing Activities      (28,348)        1,629       (14,511)

                  Net Change in Cash and Cash Equivalents                    6,696         (922)        (8,463)
                  Cash and Cash Equivalents at Beginning of Year             4,659         5,581        14,044
                  ---------------------------------------------------------------------------------------------
                  Cash and Cash Equivalents at End of Year                $ 11,355      $  4,659      $  5,581
                  ---------------------------------------------------------------------------------------------
                  Cash paid during the year for:
                      Interest (net of amounts capitalized)               $  1,266      $    800      $     44
                      Income taxes                                           2,465         1,900        24,297
                  =============================================================================================
                  Supplemental disclosure of non-cash investing and financing activities:
                  During 1995, the Company purchased treasury stock from senior officers and reduced the notes 
                  receivable loan balance as consideration for the purchase in the amount of $1,784,000                            
                  =============================================================================================
</TABLE>

                  See Notes to Consolidated Financial Statements.


20

<PAGE>   22


Church & Dwight Co., Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(In thousands)



Years ended December 31, 1995, 1994, 1993


<TABLE>
<CAPTION>
                                    Number of Shares                             Amounts     
                                    ----------------  ----------------------------------------------------------------
                                    Common  Treasury  Common   Treasury   Additional  Retained   Cumulative      Due
                                    Stock     Stock    Stock     Stock      Paid-In   Earnings   Translation    From
                                                                            Capital              Adjustments  Officers
                                    ----------------------------------------------------------------------------------
<S>                                 <C>     <C>      <C>       <C>         <C>        <C>          <C>         <C>
January 1, 1993                     23,330  (2,995)  $23,330   $(46,824)   $30,221    $152,640     $(316)        -

Net income                               -       -         -          -          -      26,286         -         -
Cash dividends                           -       -         -          -          -      (8,492)        -         -
Stock option plan
    transactions including
    related income tax benefit           -      86         -      1,001        544           -         -         -
Sale of stock
    to senior officers                   -      60         -        700      1,235           -         -         -
Other stock issuances                    -       6         -         67        100           -         -         -
Purchase of treasury stock               -    (408)        -    (10,947)         -           -         -         -
Translation adjustments                  -       -         -          -          -           -      (178)        -
- ----------------------------------------------------------------------------------------------------------------------
December 31, 1993                   23,330  (3,251)   23,330    (56,003)    32,100     170,434      (494)        -

Net income                               -       -         -          -          -       6,117         -         -
Cash dividends                           -       -         -          -          -      (8,650)        -         -
Stock option plan
    transactions including
    related income tax benefit           -      74         -        860        (50)          -         -         -
Sale of stock
    to senior officers                   -      70         -        817        767           -         -         -
Other stock issuances                    -       -         -          5          6           -         -         -
Purchase of treasury stock               -    (697)        -    (15,051)         -           -         -         -
Translation adjustments                  -       -         -          -          -           -      (247)        -
- ---------------------------------------------------------------------------------------------------------------------
December 31, 1994                   23,330  (3,804)   23,330    (69,372)    32,823     167,901      (741)        -

Net income                               -       -         -          -          -      10,152         -         -
Cash dividends                           -       -         -          -          -      (8,615)        -         -
Stock option plan
    transactions including
    related income tax benefit           -     110         -      1,284        238           -         -         -
Purchase of treasury stock               -    (111)        -     (2,413)         -           -         -         -
Translation adjustments                  -       -         -          -          -           -        55         -
Due from officers                        -       -         -          -          -           -         -      (960)
- ---------------------------------------------------------------------------------------------------------------------
December 31, 1995                   23,330  (3,805)  $23,330   $(70,501)     3,061    $169,438     $(686)    $(960)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


See Notes to Consolidated Financial Statements.



21

<PAGE>   23

                  Church & Dwight Co., Inc. and Subsidiaries

                  Notes to Consolidated Financial Statements





1. ACCOUNTING POLICIES


         Business

         The Company's principal business is the manufacture and sale of sodium
         carbonate-based products. It sells its products, primarily under the
         ARM & HAMMER trademark, to consumers through supermarkets, drug stores
         and mass merchandisers; and to industrial customers and distributors.
         In 1995, consumer products represented 78% and specialty products 22%
         of the Company's sales. The Company does approximately 95% of its
         business in the U.S. and Canada.

         Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
         of the Company and its majority-owned subsidiaries. The Company's
         50-percent interest in its Armand Products Company joint venture has
         been accounted for under the equity method of accounting. All material
         intercompany transactions and profits have been eliminated in
         consolidation.

         Use of Estimates


         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and reported amounts of revenue and
         expenses during the reporting period. Actual results could differ from
         those estimates.

         Foreign Currency Translation

         Financial statements of foreign subsidiaries are translated into U.S.
         dollars in accordance with SFAS No. 52. Gains and losses on foreign
         currency transactions were not material.

         Cash Equivalents

         Cash equivalents consist of highly liquid short-term investments which
         mature within three months of purchase.

         Inventories

         Inventories are valued at the lower of cost or market. Cost is
         determined primarily by using the last-in, first-out (LIFO) method.

         Property, Plant and Equipment

         Property, plant and equipment and additions thereto are stated at cost.
         Depreciation and amortization are provided by the straight-line method
         over the estimated useful lives of the respective assets.

         Long-term Supply Contract

         Long-term supply contract represents advance payments under a
         multi-year contract with a supplier of finished goods inventory. Such
         advance payments are applied over the life of the contract.

         Goodwill

         Goodwill was recorded prior to November 1, 1970 which is not being
         amortized, as management of the Company believes that there has been no
         diminution in carrying value.

         Research & Development

         Research & Development costs in the amount of $18,544,000 in 1995,
         $20,594,000 in 1994, and $21,172,000 in 1993 were charged to operations
         as incurred.

         Earnings Per Share

         Earnings per share are computed by dividing net income by the weighted
         average number of common shares out-standing during the period. Common
         equivalent shares have been excluded because their effect was not
         material.

22

<PAGE>   24
         Income Taxes

         Upon the adoption of Financial Accounting Standards No. 109,
         "Accounting for Income Taxes," effective January 1, 1993, deferred
         income taxes are provided to reflect the future consequences of
         differences between the tax bases of assets and liabilities and their
         reported amounts in the financial statements. Prior to 1993, deferred
         taxes were provided for income or expense recognized in different
         periods for financial and income tax reporting purposes.

         Presentation

         Certain prior-year amounts have been reclassified in order to conform
         with current-year presentation.



2. FAIR VALUE OF FINANCIAL INSTRUMENTS
              AND FOREIGN EXCHANGE RISK MANAGEMENT

                  The following table presents the carrying amounts and
                  estimated fair values of the Company's financial instruments
                  at December 31, 1995 and 1994. Financial Accounting Standards
                  No. 107, "Disclosures About Fair Value of Financial
                  Instruments," defines the fair value of a financial instrument
                  as the amount at which the instrument could be exchanged in a
                  current transaction between willing parties. 


<TABLE>
<CAPTION>
                  (In thousands)                                                     1995                     1994
- -------------------------------------------------------------------------------------------------------------------------


                                                                             Carrying        Fair      Carrying     Fair
                                                                              Amount        Value       Amount     Value
- -------------------------------------------------------------------------------------------------------------------------
                  <S>                                                         <C>           <C>        <C>         <C>
                  Financial Assets:
                      Cash and cash equivalents                               $11,355       $11,355    $ 4,659     $4,659
                      Short-term investments                                    5,027         5,027      2,976      2,976
                      Note receivable from joint venture                       11,000        11,000     11,000     11,000
                      Due from officers                                           960           960          -          -
                  Financial Liabilities: 
                      Short-term borrowings                                     5,000         5,000     25,000     25,000
                      Long-term debt                                            7,500         7,500      7,500      7,500
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>



         The following methods and assumptions were used to estimate the fair
         value of each class of financial instruments reflected in the Statement
         of Financial Position:

         Cash and Cash Equivalents

         The Company has included as part of cash equivalents short-term highly
         liquid investments that are classified as trading securities. The cost
         of the investments can be specifically identified and approximates fair
         value because of the short maturity of the instruments.

         Short-term Investments

         The cost of the investments (trading securities) can be specifically
         identified and its fair value is based upon quoted market prices at the
         reporting date. At December 31, 1995, both the cost and market value of
         the investments approximated each other. The Company included in its
         Consolidated 1994 Statement of Income an unrealized loss of $148,000.

         Note Receivable from Joint Venture

         The note receivable represents a loan to the Company's Armand Products
         Company joint venture. The note, which is secured by plant and
         equipment owned by the joint venture, bears interest at a rate of 8.25%
         and is due in installments from January 1998 through June 2000. The
         Company believes that the note receivable represents fair market value
         because the terms and collateral would be similar to other instruments
         available to the joint venture in the market place.

         Due from Officers

         The amount of notes receivable is valued at fair value.

         Short-term Borrowings

         The amounts of unsecured lines of credit are valued at fair value.


23

<PAGE>   25
        LONG-TERM DEBT

        The Company estimates that based upon the Company's financial position
        and the Bond's variable interest rate, the carrying value of its
        long-term debt approximates fair value.

        FOREIGN EXCHANGE RISK MANAGEMENT

        The Company enters into forward exchange contracts to hedge anticipated
        but not yet committed sales denominated in the Japanese yen.  The terms
        of these contracts are for a period of under 12 months.  The purpose of
        the Company's foreign currency hedging activities is to protect the
        Company from the risk that the eventual dollar net cash inflows
        resulting from the sale of products to foreign customers will be
        adversely affected by changes in exchange rates.  The Company believes
        that because these contracts are traded on exchanges and the contracts
        are denominated in a major currency, both credit and market risk is
        reduced.  The amounts outstanding at December 31, 1995 and 1994 of
        "sell" contracts, translated into U.S. dollars using the rates current
        at the reporting date were $1,204,000 and $2,776,000, respectively.  The
        Company's accounting policy is to value these contracts at market value.
        At December 31, 1995 and 1994, the Company had unrealized gains that
        were not material.

3. INVENTORIES


<TABLE>
<CAPTION>
        Inventories are summarized as follows:
        ----------------------------------------------------------------------------
        (In thousands)                                              1995        1994
        ----------------------------------------------------------------------------
<S>                                                             <C>         <C>
        Raw materials and supplies                              $ 11,066    $ 12,237
        Work in process                                              134         103
        Finished goods                                            30,149      42,738
        ----------------------------------------------------------------------------
                                                                $ 41,349    $ 55,078
        ----------------------------------------------------------------------------
</TABLE>


        Inventories valued on the LIFO method totaled $35,500,000 and
        $48,780,000 at December 31, 1995 and 1994 respectively, and would have
        been approximately $3,276,000 and $2,827,000 higher, respectively, had
        they been valued using the first-in, first-out (FIFO) method.

4. PROPERTY, PLANT AND EQUIPMENT



<TABLE>
<CAPTION>
        Property, plant and equipment consist of the following:
        ----------------------------------------------------------------------------
        (In thousands)                                              1995        1994
        ----------------------------------------------------------------------------
<S>                                                             <C>         <C>
        Land                                                    $  3,188    $  3,107
        Buildings and improvements                                63,949      59,874
        Machinery and equipment                                  151,965     135,188
        Office equipment and other assets                         14,633      13,324
        Mineral rights                                             5,020       5,020
        Construction in progress                                   1,145       5,859
        ----------------------------------------------------------------------------
                                                                 239,900     222,372
        Less accumulated depreciation, depletion
          and amortization                                        95,561      83,912
        ----------------------------------------------------------------------------
        Net property, plant and equipment                       $144,339    $138,460
        ----------------------------------------------------------------------------
</TABLE>


        Depreciation, depletion and amortization of property, plant and
        equipment have been charged to operations in the amount of $12,600,000,
        $11,153,000, and $9,805,000 in 1995, 1994, and 1993, respectively.
        Interest charges in the amount of $475,000 and $408,000 were capitalized
        in connection with construction projects in 1995 and 1994, respectively.





        24


<PAGE>   26
5. EQUITY INVESTMENT

         The following table reflects summarized financial information for the
         Armand Products Company joint venture. The Company accounts for its 50
         percent interest in the joint venture under the equity method. Product
         and services are provided to the Armand Products Company by the joint
         venture partners at cost. As a result, the information below would not
         be indicative of the financial position or results of operation had the
         joint venture operated on a stand-alone basis.


<TABLE>
<CAPTION>
                  (In thousands)                                                          1995        1994         1993
                  ----------------------------------------------------------------------------------------------------------
                  <S>                                                                   <C>         <C>          <C>
                  Income Statement Data:
                      Net sales                                                          $50,539     $47,254      $39,701
                      Gross profit                                                        17,297      18,146       16,013
                      Net income                                                          13,870      14,840       13,017
                      Company's share in net income                                        6,935       7,420        6,508
                  Elimination of Company's share of intercompany interest expense            454         454          454
                  ----------------------------------------------------------------------------------------------------------
                  Equity in joint venture income                                         $ 7,389     $ 7,874      $ 6,962
                  ==========================================================================================================
<CAPTION>
                  (In thousands)                                                                      1995         1994
                  ----------------------------------------------------------------------------------------------------------
                  <S>                                                                               <C>          <C>    
                  Balance Sheet Data:
                      Current assets                                                                 $ 7,510      $10,433
                      Noncurrent assets                                                               29,522       32,111
                      Current liabilities                                                              3,515        3,807
                      Notes payable-Church & Dwight Co., Inc.                                         11,000       11,000
                      Partnership capital                                                             22,517       27,737
</TABLE>



6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
                  (In thousands)                                                                      1995         1994 
                  --------------------------------------------------------------------------------------------------------- 
                  <S>                                                                               <C>          <C>
                  Trade accounts payable                                                             $25,486      $23,372
                  Accrued marketing and promotion costs                                               45,252       37,918
                  Accrued wages and related costs                                                      6,150        3,852
                  Accrued pension and profit-sharing                                                   4,266        1,919
                  Other accrued current liabilities                                                    5,661        5,913
                  ---------------------------------------------------------------------------------------------------------
                                                                                                     $86,815      $72,974
                  =========================================================================================================
</TABLE>



7. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

         The Company has available unsecured lines of credit with major U.S.
         banks in the amount of $42 million of which $5 million was outstanding
         as of December 31, 1995 and $25 million outstanding as of December 31,
         1994. The weighted average interest rate on borrowings outstanding at
         December 31, 1995 and 1994 was 6.2% and 7.2%, respectively.

         Long-term debt consists of the following:


<TABLE>
<CAPTION>

                  (In thousands)                                                                      1995         1994
                  --------------------------------------------------------------------------------------------------------- 
                  <S>                                                                               <C>          <C>
                  Industrial Revenue Refunding Bond due in installments from 1998-2008               $ 7,500      $ 7,500
                  ---------------------------------------------------------------------------------------------------------
                                                                                                     $ 7,500      $ 7,500
                  =========================================================================================================
</TABLE>


         The Industrial Revenue Refunding Bond carries a variable rate of
         interest determined weekly, based upon current market conditions for
         short-term tax-exempt financing. The average rate of interest charged
         in 1995 was 4.3% and 3.3% in 1994.



25


<PAGE>   27

         8. PENSION PLANS

         The Company has defined benefit pension plans covering certain hourly
         employees. Pension benefits to retired employees are based upon their
         length of service and a percentage of qualifying compensation during
         the final years of employment. The Company's funding policy, which is
         consistent with federal funding requirements, is intended to provide
         not only for benefits attributed to service to date, but also for those
         expected to be earned in the future.


<TABLE>
<CAPTION>
                  Net pension cost includes the following components:
                  ============================================================================================================
                  (In thousands)                                                               1995         1994         1993
                  ============================================================================================================
<S>                                                                                         <C>         <C>          <C>    
                  Service cost                                                              $   349     $    414     $    352
                  Interest cost on projected benefit obligation                                 825          787          766
                  Actual return on plan assets                                               (2,216)         162         (808)
                  Net amortization and deferral                                               1,357       (1,091)        (125)
                  -----------------------------------------------------------------------------------------------------------
                  Net periodic pension cost                                                 $   315     $    272     $    185
                  ============================================================================================================

                  The table below reflects the funded status of the pension plans at December 31:
                  (In thousands)                                                                            1995         1994
                  ============================================================================================================
                  Actuarial present value of accumulated benefit obligation:
                      Vested benefits                                                                   $ (9,595)    $ (8,176)
                      Nonvested benefits                                                                    (522)        (508)
                  -----------------------------------------------------------------------------------------------------------
                                                                                                        $(10,117)    $ (8,684)
                  -----------------------------------------------------------------------------------------------------------
                  Actuarial present value of projected benefit obligation
                      for service rendered to date                                                      $(12,453)    $(10,668)
                  Plan assets at fair value                                                               11,794        9,819
                  -----------------------------------------------------------------------------------------------------------
                  Projected benefit obligation in excess of plan assets                                     (659)        (849)
                  Unrecognized net loss from past experience different
                      from that assumed and effects of changes in assumptions                                148          382
                  Prior service cost not yet recognized in net periodic pension cost                         262          289
                  Unrecognized net obligation at January 1, 1986 being recognized over 15 years                5           12
                  Loss due to currency fluctuations                                                           25           31
                  -----------------------------------------------------------------------------------------------------------
                  Accrued pension cost                                                                  $   (219)    $   (135)
                  ============================================================================================================

                  The assumptions used in determining the present value
                  of the projected benefit obligation were as follows:                                      1995         1994
                  ============================================================================================================
                  Weighted average discount rate                                                            7.25%         8.0%
                  Future compensation growth rate                                                            5.0%         5.0%
                  Expected long-term rate of return on plan assets                                          9.25%        9.25%
                  ============================================================================================================
</TABLE>


                  The plan assets primarily consist of equity mutual funds,
                  fixed income funds and a guaranteed investment contract fund.

                  The Company also maintains a defined contribution profit
                  sharing plan for salaried and certain hourly employees.
                  Contributions to the profit sharing plan charged to earnings
                  amounted to $3,400,000, $1,400,000, and $-0-, in 1995, 1994,
                  and 1993, respectively.


                  26

<PAGE>   28

         9. NONPENSION POSTRETIREMENT BENEFITS

         The Company maintains unfunded plans which provide medical benefits for
         eligible domestic retirees and their dependents. Effective January 1,
         1993, the Company adopted Statement of Financial Accounting Standards
         No. 106 (SFAS 106), "Employers' Accounting for Postretirement Benefits
         Other than Pensions." This standard requires the cost of such benefits
         to be recognized during the employee's active working career.
         Previously, the Company recognized these costs as they were incurred,
         also referred to as the pay-as-you-go basis.

         1993 results include the cumulative effect of adopting SFAS 106 on the
         immediate-recognition basis. The resulting $5,647,000 charge represents
         the accumulated postretirement benefit obligation at January 1, 1993
         amounting to $9,200,000, less an income tax benefit of $3,553,000.

         The net periodic postretirement benefit cost under the new method
         amounted to $1,063,000, $1,695,000 and $1,401,000 in 1995, 1994 and
         1993, respectively.

         The following table provides information on the status of the plan at
         December 31: 

<TABLE>
<CAPTION>
                  =========================================================================================================== 
                  (In thousands)                                                                         1995           1994
                  ===========================================================================================================
                  Accumulated postretirement benefit obligation:
                  <S>                                                                        <C>        <C>            <C>
                      Retirees                                                                         $ 3,421        $ 3,502
                      Fully eligible active participants                                                 2,253          2,167
                      Other active participants                                                          5,219          6,010
                   ----------------------------------------------------------------------------------------------------------
                                                                                                        10,893         11,679
                      Unrecognized net gain                                                              1,944            307
                  ----------------------------------------------------------------------------------------------------------- 
                  Accrued postretirement benefit obligation                                            $12,837        $11,986
                  ===========================================================================================================
                  Net postretirement benefit cost consisted of the following components:
                  ===========================================================================================================
                  (In thousands)                                                              1995       1994           1993
                  ===========================================================================================================
                      Service cost-benefits earned during the year                          $  553    $    876        $   629
                      Interest cost on accumulated postretirement benefit obligation           686         819            772
                      Net amortization and deferral                                           (176)          -              -
                  -----------------------------------------------------------------------------------------------------------
                  Net postretirement benefit cost                                           $1,063    $  1,695        $ 1,401
                  ===========================================================================================================
</TABLE>





         The accumulated postretirement benefit obligation has been determined
         by application of the provisions of the Company's medical plans
         including established maximums and sharing of costs, relevant actuarial
         assumptions and health-care cost trend rates projected at 12 percent in
         1996, and ranging to 5.4 percent through the year 2007 and beyond. The
         effect of a one-percent increase in the assumed cost trend rate would
         increase the accumulated postretirement benefit obligation by
         approximately $2,151,000 and increase the net periodic postretirement
         benefit cost for 1995 by $278,000. The assumed discount rate used in
         determining the accumulated postretirement benefit obligation was 7.25%
         in 1995 and 8.0% in 1994.



10. POSTEMPLOYMENT BENEFITS

         During the fourth quarter of 1993, the Company elected to adopt,
         effective as of January 1, 1993, the accounting provisions of Statement
         of Financial Accounting Standards No. 112, "Employers' Accounting for
         Postemployment Benefits". This standard requires that the cost of
         benefits provided to former or inactive employees be recognized on the
         accrual basis of accounting. Previously, the Company recognized
         postemployment benefit costs (primarily medical benefits provided to
         certain employees receiving long-term disability benefits) when paid.
         The cumulative effect of this change in accounting principle resulted
         in a charge against 1993 earnings of $533,000, net of a related tax
         benefit of $348,000.


27

<PAGE>   29
  11. INCOME TAXES

         On January 1, 1993, the Company adopted Statement of Financial
         Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes."
         The adoption of SFAS 109 changed the Company's method of accounting for
         income taxes from the deferred method to an asset-and-liability
         approach. In 1993, the cumulative effect of implementing the new
         standard resulted in an after-tax credit of $2,980,000 or $.15 per
         share.

The components of income before taxes and cumulative effect of accounting 
changes are as follows:


<TABLE>
<CAPTION>
                  (In thousands)                                              1995          1994           1993  
- ---------------------------------------------------------------------------------------------------------------- 
<S>                                                                          <C>           <C>            <C>    
                  Domestic                                                   $16,295       $11,321       $48,428 
                  Foreign                                                         (3)       (1,589)         (632)
- ---------------------------------------------------------------------------------------------------------------- 
                  Total                                                      $16,292       $ 9,732       $47,796 
================================================================================================================ 
</TABLE>
                                                                     



         The following table summarizes the provision for U.S. federal, state
         and foreign income taxes:


<TABLE>
<CAPTION>
                  (In thousands)                                               1995          1994         1993
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>           <C>           <C>
                  Current:
                      U.S. federal                                           $ 4,831       $  5,793      $15,238
                      State                                                    1,148          1,034        3,309
                      Foreign                                                    359            102         (507)
- ----------------------------------------------------------------------------------------------------------------
                                                                             $ 6,338       $  6,929      $18,040
================================================================================================================
                  Deferred:
                      U.S. federal                                           $  (136)      $ (3,069)     $   126
                      State                                                      (92)          (327)          14
                      Foreign                                                     30             82          130
- ----------------------------------------------------------------------------------------------------------------
                                                                             $  (198)      $ (3,314)     $   270
- ----------------------------------------------------------------------------------------------------------------
                  Total provision                                            $  6,140      $  3,615      $18,310
================================================================================================================
</TABLE>




         Deferred tax liabilities/(assets) consist of the following at December
         31:



<TABLE>
<CAPTION>
                  (In thousands)                                                        1995          1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>            <C>       
                  Current deferred tax assets:
                      Marketing expenses, principally coupons                       $ (8,703)      $ (7,646)
                      Reserves and other liabilities                                  (2,002)        (1,601)
                      Uniform capitalization of expenses                                 226           (552)
                      Accounts receivable                                               (942)          (695)
                      Other                                                             (283)          (326)
- -----------------------------------------------------------------------------------------------------------
                      Total current deferred tax assets                              (11,704)       (10,820)
===========================================================================================================
                  Noncurrent deferred tax liabilities/(assets):
                      Nonpension postretirement and postemployment benefits           (5,431)        (5,092)
                      Capitalization of items expensed                                (1,400)        (1,107)
                      Loss carryforward                                               (1,009)          (912)
                      Valuation allowance                                              1,009            912
                      Depreciation and amortization                                   24,784         23,068
                      Investment in purchased tax credits                              1,185          1,576
                      Provision on foreign subsidiaries' unremitted earnings             421            282
                      Other                                                               14            160
- -----------------------------------------------------------------------------------------------------------
                      Net noncurrent deferred tax liabilities                         19,573         18,887
- -----------------------------------------------------------------------------------------------------------
                  Net deferred tax liability                                        $  7,869       $  8,067
===========================================================================================================
</TABLE>




         In 1993, legislation was enacted which increased the U.S. corporate
         income tax rate from 34% to 35%. The Company correspondingly increased
         its net deferred tax liability for the increase in the rate.


28

<PAGE>   30
                  The difference between tax expense and the "expected" tax 
                  which would result from the use of the federal statutory 
                  rate is as follows:

<TABLE>
<CAPTION>
                  (In thousands)                                                             1995         1994       1993
                  ----------------------------------------------------------------------------------------------------------
                  <S>                                                                       <C>          <C>        <C>
                  Statutory rate                                                                 35%          35%        35%
                  Tax which would result from use of the federal statutory rate              $ 5,702      $ 3,406    $16,729
                  ----------------------------------------------------------------------------------------------------------
                  Depletion                                                                     (403)        (415)      (459)
                  Research & Development credit                                                 (450)        (700)      (511)
                  State and local income tax, net of federal effect                              686          460      2,160
                  Varying tax rates of foreign affiliates                                         19           12         80
                  Non-recognition of foreign affiliate loss                                      387          718         --
                  Effect of tax rate change on deferred tax assets and liabilities                --           --        270
                  Other                                                                          199          134         41
                  ----------------------------------------------------------------------------------------------------------
                                                                                                 438          209      1,581
                  ----------------------------------------------------------------------------------------------------------
                  Recorded tax expense                                                       $ 6,140      $ 3,615    $18,310
                  ----------------------------------------------------------------------------------------------------------
                  Effective tax rate                                                           37.7%        37.1%      38.3%
                  ==========================================================================================================
</TABLE>


12. STOCK OPTION PLANS

         The Company has options outstanding under three plans. Under the 1983
         Stock Option Plan and the 1994 Incentive Stock Option Plan, the Company
         may grant options to key management employees. The Stock Option Plan
         for Directors authorizes the granting of options to non-employee
         directors. Options outstanding under the plans are issued at market
         value, are exercisable on the third anniversary of the date of grant,
         and must be exercised within ten years of the date of grant.


<TABLE>
<CAPTION>
                  Stock option transactions for the two years                          Number of           Option Price
                  ended December 31, 1995 were as follows:                              Shares           (range per share)
                  ----------------------------------------------------------------------------------------------------------
                  <S>                                                                  <C>                <C>
                  Outstanding at January 1, 1994                                        1,205,883          $ 6.08 - $ 32.25
                      Grants                                                              970,900          $17.13 - $ 27.88
                      Exercised                                                            73,835          $ 6.08 - $ 19.00
                      Cancelled                                                           165,600          $15.75 - $ 32.25
                  ----------------------------------------------------------------------------------------------------------
                  Outstanding at December 31, 1994                                      1,937,348          $ 8.94 - $ 32.25
                      Grants                                                              103,700          $17.63 - $ 21.75
                      Exercised                                                           110,016          $ 8.94 - $ 19.00
                      Cancelled                                                           335,000          $17.13 - $ 32.25
                  ----------------------------------------------------------------------------------------------------------
                  Outstanding at December 31, 1995                                      1,596,032          $13.00 - $ 32.25
                  ----------------------------------------------------------------------------------------------------------
                  Exercisable at December 31, 1995                                        658,232          $13.00 - $ 32.25
                  ==========================================================================================================
</TABLE>



13. RESTRUCTURING CHARGES

         In 1995, the Company announced an immediate layoff of approximately 60
         people in an effort to sufficiently reduce operating costs. These
         reductions, amounting to $3.5 million, together with the write-off of
         fixed assets of $.5 million relating to the planned expansion of the
         Princeton, N.J., headquarters facility, resulted in a pre-tax charge of
         $4.0 million during the year. It is anticipated that the charge related
         to the work force reduction will be fully recognized through operating
         cash flows over the ensuing twelve months.

         In 1993 and 1994, the Company recorded restructuring charges in
         connection with a cost reduction program and the write-off of assets
         related to discontinued products and plant consolidations.

         Components of the outstanding reserve balance included in accounts
         payable and accrued expenses at December 31, 1995 consist of the
         following:


<TABLE>
<CAPTION>

                                                            Reserves at   Restructuring   Disposals/    Reserves
                  (In thousands)                           Dec. 31, 1994     Charge        Payments    Dec.31, 1995
                  --------------------------------------------------------------------------------------------------
                  <S>                                         <C>           <C>            <C>            <C>
                  Fixed asset removal and demolition           $  992        $  498         $  903         $  587
                  Severance and related                         2,154         3,554          3,943          1,765
                  Other                                         1,233           (65)           (36)         1,204
                  --------------------------------------------------------------------------------------------------
                                                               $4,379        $3,987         $4,810         $3,556
</TABLE>



29

<PAGE>   31

14. DISPOSITIONS

         In connection with the disposal of its DeWitt product lines which were
         sold in 1990, the Company entered into five-year non-compete agreements
         for consideration of $2,000,000. Such amount is being amortized from
         deferred income on a straight-line basis over the life of the
         agreements. Also related to this transaction, in 1993, the Company
         recognized a $1,450,000 gain which was previously deferred pending the
         outcome of certain contractual warranties.

         In December 1993, the Company received $2,250,000 in final settlement
         of a licensing agreement in connection with its 1989 sale of the
         National Vitamin Products line.



15. DUE FROM OFFICERS

         In accordance with a long-term compensation plan approved by the Board
         of Directors, the Company sold shares of its common stock to senior
         officers totaling 70,000 shares and 60,000 shares in 1994 and 1993,
         respectively. The selling price was $22.63 and $32.25 per share,
         respectively, and in each case represented the market price on the date
         of the sale. These transactions, amounting to $3,520,000, were financed
         through loans to the individuals by financial institutions, and had
         been guaranteed by the Company. During 1995, the Company paid the
         financial institutions and lent the outstanding balance of $2,744,000
         direct to the officers. Subsequent to this transaction, the Board of
         Directors and Management approved a repurchase plan whereby 60,000
         shares were purchased from the officers at fair market value on October
         2, 1995. The proceeds, along with the forgiveness of loans by
         the Company, in an amount equal to the excess of the original cost over
         the fair value reduced the outstanding notes receivable balance to
         $960,000, which is presented in the stockholders' equity section of the
         December 31, 1995 balance sheet. The Company has further agreed to
         indemnify each participant on an after-tax basis for the income tax
         impact of the loan forgiveness. A pre-tax charge of $662,000 was
         included in the Company's 1995 Statement of Income which represents the
         difference between the officers' cost and the market value of the
         stock, and the income tax indemnification at the date of the repurchase
         plan. As part of the repurchase, the officers will pay off their
         remaining debt to the Company. The terms of one note for $549,000
         include a balloon payment due in five years with interest imputed at
         6%. The remaining loans for $411,000 have interest imputed at a rate of
         6% and will be paid in full by March 29, 1996. If such officers borrow
         funds to pay off the loans, the Company will guarantee the loans, but
         the Company will no longer be responsible for paying the interest
         costs. Furthermore, as part of this transaction, the officers agreed to
         the cancellation of their Employment Severance Agreements with the
         Company.



16. COMMON STOCK VOTING RIGHTS AND RIGHTS AGREEMENT

         Effective February 19, 1986, the Company's Restated Certificate of
         Incorporation was amended to provide that every share of Company Common
         Stock is entitled to four votes per share if it has been beneficially
         owned continuously by the same holder (1) for a period of 48
         consecutive months preceding the record date for the Stockholders'
         Meeting; or (2) since February 19, 1986. All other shares carry one
         vote. Specific provisions for the determination of beneficial ownership
         and the voting of rights of the Company's common stock are contained in
         the Company's Notice of Annual Meeting of Stockholders and Proxy
         Statement.

         On April 26, 1989, the Board of Directors declared a dividend of one
         right for each share of outstanding common stock to be issued to
         stockholders of record on May 17, 1989 and which will expire in ten
         years subject to earlier redemption by the Company. Under certain
         circumstances, the registered holder of each right would be entitled to
         purchase one one-hundredth of a share of the Junior Participating
         Cumulative Preferred Stock of the Company, or in certain circumstances
         either Company common stock or common stock of an acquiring company at
         one-half the market price.


30

<PAGE>   32
17. COMMITMENTS AND CONTINGENCIES

         a. Rent expense amounted to $4,107,000 in 1995, $4,009,000 in 1994, and
         $4,313,000 in 1993. The Company is obligated for minimum annual rentals
         under non-cancelable long-term operating leases as follows:


<TABLE>
<CAPTION>

                  (In thousands)
                  ------------------------------------------------------------------------------
                  <S>                                                        <C>         <C>
                                                                             1996        $ 3,061
                                                                             1997          2,484
                                                                             1998          2,020
                                                                             1999          1,790
                                                                             2000          1,676
                                                                       Thereafter          2,894
                  ------------------------------------------------------------------------------ 
                  Total future minimum lease commitments                                 $13,925
                  ------------------------------------------------------------------------------
</TABLE>


         b. In December 1981, the Company formed a partnership with a supplier
         of raw materials which mines and processes sodium mineral deposits
         owned by each of the two companies in Wyoming. The partnership supplies
         the Company with the majority of its sodium raw material requirements.
         This agreement terminates upon two years' written notice by either
         company.



18. UNAUDITED QUARTERLY FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                  (In thousands, except for per share data)
                  ------------------------------------------------------------------------------------------------------------ 
                                                                 First         Second         Third       Fourth       Full
                                                                 Quarter       Quarter       Quarter      Quarter      Year
                  ------------------------------------------------------------------------------------------------------------ 
                  <S>                                            <C>            <C>           <C>          <C>        <C>   
                  1995
                  Net sales                                    $117,963       $128,980      $120,509     $118,307     $485,759
                  Gross profit                                   49,270         53,727        49,235       43,793      196,025
                  Income/(loss) from operations                    (250)         6,725         1,418          476        8,369
                  Equity in joint venture income                  2,429          2,253         1,116        1,591        7,389
                  Net income                                      1,143          5,642         1,566        1,801       10,152
                  Net income per share                            $ .06          $ .29         $ .08        $ .09        $ .52
                  ------------------------------------------------------------------------------------------------------------
                  1994
                  Net sales                                    $111,511       $130,656      $132,581     $116,300     $491,048
                  Gross profit                                   47,320         57,798        60,123       44,536      209,777
                  Income/(loss) from operations                   1,778          8,405        (2,642)      (6,067)       1,474
                  Equity in joint venture income                  1,621          2,194         2,041        2,018        7,874
                  Net income/(loss)                               2,419          6,388          (259)      (2,431)       6,117
                  Net income/(loss) per share                     $ .12          $ .32         $(.01)       $(.12)       $ .31
                  ------------------------------------------------------------------------------------------------------------
                  1993
                  Net sales                                    $123,897       $130,308      $129,183     $124,263     $507,651
                  Gross profit                                   59,145         60,877        59,977       54,809      234,808
                  Income from operations                          7,586          7,613        13,300        7,124       35,623
                  Equity in joint venture income                  1,800          2,143         1,312        1,707        6,962
                  Income before accounting changes                6,126          6,443         9,694        7,223       29,486
                  Net income                                      2,926          6,443         9,694        7,223       26,286
                  Income per share before
                  accounting changes                              $ .30          $ .32         $ .48        $ .36        $1.46
                  Net income per share                              .14            .32           .48          .36         1.30
                  ============================================================================================================
</TABLE>




31

<PAGE>   33


         INDEPENDENT AUDITORS' REPORT

         To the Stockholders and Board of Directors of
         Church & Dwight Co., Inc.
         Princeton, NJ

         We have audited the accompanying consolidated balance sheets of Church
         & Dwight Co., Inc. and subsidiaries as of December 31, 1995 and 1994,
         and the related consolidated statements of income, stockholders'
         equity, and cash flows for each of the three years in the period ended
         December 31, 1995. These financial statements are the responsibility of
         the Company's management. Our responsibility is to express an opinion
         on these financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
         standards. Those standards require that we plan and perform the audit
         to obtain reasonable assurance about whether the financial statements
         are free of material misstatement. An audit includes examining, on a
         test basis, evidence supporting the amounts and disclosures in the
         financial statements. An audit also includes assessing the accounting
         principles used and significant estimates made by management, as well
         as evaluating the overall financial statement presentation. We believe
         that our audits provide a reasonable basis for our opinion.

         In our opinion, such consolidated financial statements present fairly,
         in all material respects, the financial position of Church & Dwight
         Co., Inc. and subsidiaries at December 31, 1995 and 1994, and the
         results of their operations and their cash flows for each of the three
         years in the period ended December 31, 1995 in conformity with
         generally accepted accounting principles.

         As discussed in Notes 9, 10, and 11 to the Consolidated Financial
         Statements, the Company changed its methods of accounting for
         postretirement benefits, postemployment benefits and income taxes
         effective January 1, 1993 to conform with Statement of Financial
         Accounting Standards Nos. 106, 112 and 109, respectively.


         Deloitte & Touche LLP
         ---------------------------
         Deloitte & Touche LLP
         Parsippany, NJ
         January 24, 1996




32

<PAGE>   34
Directors

Cyril C. Baldwin, Jr.
Chairman of the Board
and Chief Executive Officer
Cambrex Corporation
Director since 1983

William R. Becklean
Senior Vice President
Tucker Anthony, Inc.
Director since 1980

Robert H. Beeby
Retired President and
Chief Executive Officer
Frito-Lay, Inc.
Director since 1992

Robert A. Davies, III
President and
Chief Executive Officer
Church & Dwight Co., Inc.

Rosina B. Dixon, M.D.
Physician and Consultant
Director since 1979

J. Richard Leaman, Jr.
Retired President and
Chief Executive Officer
S.D. Warren Company
Director since 1985

John D. Leggett III, Ph.D.
President
Sensor Instruments Co., Inc.
Director since 1979

Robert A. McCabe
President
Pilot Capital Corporation
Director since 1987

Dwight C. Minton
Chairman of the Board
Church & Dwight Co., Inc.
Director since 1965

Dean P. Phypers
Retired Senior Vice President
International Business
Machines Corporation

Director since 1974

Jarvis J. Slade
Partner
Hampton Capital Company
Director since 1970

John O. Whitney
Professor and Executive Director
The Deming Center for
Quality Management
Columbia Business School
Director since 1992

Officers

Robert A. Davies, III
President and
Chief Executive Officer

Raymond L. Bendure, Ph.D.
Vice President
Research & Development

Mark A. Bilawsky
Vice President, General Counsel and Secretary

Mark G. Conish
Vice President Manufacturing and Distribution

Zvi Eiref
Vice President Finance
and Chief Financial Officer

Michael J. Kenny
Vice President
President Specialty
Products Division

Herman L, Marder
Vice President Special Projects

Dennis M. Moore
Vice President Administration

Leo T. Belill
Vice President
Specialty Products Division

James P. Crilly
Vice President Sales
Arm & Hammer Division

Alfred H. Falter
Vice President
Corporate Purchasing

W. Patrick Fiedler
Vice President Marketing
Specialty Products Division

Gary P. Halker
Vice President, Controller
and Chief Information Officer

Larry B. Koslow
Vice President Marketing
Personal Care Products
Arm & Hammer Division

Ronald D. Munson
Vice President
International Operations
Specialty Products Division

Joyce F. Srednicki
Vice President Marketing
Household Products
Arm & Hammer Division

Investor Information

Corporate Headquarters
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, NJ 08543-5297
(609) 683-5900

Independent Auditors
Deloitte & Touche LLP
2 Hilton Court
Parsippany, NJ 07054

Transfer Agent and Registrar
Chemical Bank
450 West 33rd Street
New York, NY 10001

The Annual Meeting of Stockholders will be held at:
11:00 a.m. Thursday, May 9, 1996
The Asia Society, 725 Park Avenue, New York City.

Stock Listing

Church & Dwight Co., Inc. shares are listed on the New York Stock Exchange.  
The symbol is CHD.

10-K Report

Stockholders may obtain a copy of the Company's Form 10-K Annual Report to the
Securities and Exchange Commission, for the year ended December 31, 1995 by
writing to the Vice President Finance at Corporate Headquarters.

Quarterly Reports

Church & Dwight Co., Inc. mails quarterly reports to stockholders of record
and to other persons who request copies. If your shares are not registered in
your name but are held at a broker, bank or other intermediary, you can receive
quarterly reports if you send a written request for such reports and provide
your name and address to Chemical Bank.

Your request should be sent to:
Church & Dwight Co., Inc.
Chemical Bank
J.A.F. Building
P.O. Box 3070
New York, NY 10116-3070

Stockholder Inquiries

Communications concerning stockholder records, stock transfer, changes of
ownership, account consolidations, dividends and change of address should be
directed to:

Church & Dwight Co., Inc.
Chemical Bank
J.A.F. Building
P.O. Box 3068
New York, NY 10116-3068
1-800-851-9677

Dividend Reinvestment Plan

Church & Dwight Co., Inc. offers an automatic Dividend Reinvestment Plan for our
Common Stockholders. The Plan provides a convenient and economical method for
stockholders of record to reinvest their dividends automatically or make
optional cash payments toward the purchase of additional shares without paying
brokerage commissions or bank service charges. For details, contact:

CHURCH & DWIGHT CO., INC. 
DIVIDEND REINVESTMENT PLAN 
Chemical Bank 
J.A.F. Building 
P.O. Box 3069
New York, NY 10116-3069
1-800-851-9677

100% Recycled Paper      

Design: De Plano Design Inc., New York Photography: John Minnicks, Ken Haas
Church & Dwight Co., Inc. is an equal opportunity employer. The Company conducts
its business without regard to race, color, age, religion, sex, national origin
or handicap.

Church & Dwight Co., Inc. 1996







<PAGE>   1
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                                   EXHIBIT 21
                       LIST OF THE COMPANY'S SUBSIDIARIES

1)      Church & Dwight Ltd./Ltee
        Incorporated in Canada

2)      C & D Chemical Products, Inc.
        Incorporated in the State of Delaware,
        D/B/A Armand Products Company, a Partnership

3)      DeWitt International Corporation
        Incorporated in the State of Delaware

4)      Brotherton Chemicals Ltd.
        Incorporated in the United Kingdom

5)      Industrias Bicarbon De Venezuela, S.A.

        The Company's remaining subsidiaries, if considered in the aggregate as
a single subsidiary, would not constitute a significant subsidiary as of
December 31, 1995.








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