<PAGE>   1
                       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, 1996       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

                           ---------------------------

Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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   .
                                      ---   ---

Indicated 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 21, 1997, 19,496,259 shares of Common Stock held by
non-affiliates were outstanding with an aggregate market value of approximately
$539 million. The aggregate market value is based on the closing price of such
stock on the New York Stock Exchange on February 21, 1997.

                             DOCUMENTS INCORPORATED BY REFERENCE:

         PARTS II AND IV     Portions of registrant's 1996 Annual Report to
                             Stockholders.


         PART III            Portions of registrant's Notice of Annual Meeting
                             to be held on May 8, 1997 and Proxy Statement.

<PAGE>   2
                                TABLE OF CONTENTS



<TABLE>
<CAPTION>

                                                      PART I
<S>          <C>                                                                                            <C>
      ITEM                                                                                                  PAGE

       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 1996, consumer products represented 79% and specialty products 21% 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.
In the latter part of 1996, the Company reformulated and concentrated the
product. 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. 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 1990
and 1991, respectively. ARM & HAMMER Tartar Control Gel was launched nationally
in 1992. In 1994, ARM & HAMMER PEROXICARE(R), a baking soda and peroxide
toothpaste was introduced nationally. Tartar Control PEROXICARE was introduced
in 1995. In 1996, three new ARM & HAMMER DENTAL CARE Toothpaste line extensions
were introduced nationally, ARM & HAMMER DENTAL CARE Sensitive Formula, ARM &
HAMMER DENTAL CARE Extra-Whitening and ARM & HAMMER DENTAL CARE Smooth
Spearmint.

     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 introduced nationally two line extensions; ARM & HAMMER
Deodorant with Baking Soda in a Wide Solid stick and a Jumbo Oval stick
Deodorant Anti-Perspirant.

     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 Anti-Perspirant 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
     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 of 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 penetration in 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 long-term.

     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 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,
ARM & HAMMER Deodorant Anti-Perspirant and the Company's industrial liquid
cleaning products are 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

     Although no single customer accounted for 10% or more of consolidated net
sales, a group of three customers accounted for approximately 14% of
consolidated net sales in 1996.

     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 1996,
$17,823,000 was spent on research activities as compared to $18,544,000 in 1995
and $20,594,000 in 1994.

     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 cyclical 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, 1996 , the Company had 937 employees. The Company is party
to a labor contract with the United Steelworkers of America covering
approximately one hundred 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, 1992
through December 31, 1996.


<TABLE>
<CAPTION>
                                             % of Net Sales
                         --------------------------------------------------
                         1996        1995       1994       1993        1992
                         ----        ----       ----       ----        ----
<S>                      <C>         <C>        <C>        <C>         <C>
Consumer Products         79           78         80         81          82

Specialty Products        21           22         20         19          18
</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 manufactured ammonium bicarbonate in a 14,000 square foot building. During
1996, the Company ceased production of ammonium bicarbonate and imported 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 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, 1996.


                                      -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 18 of the Annual Report which is incorporated
herein by reference.


ITEM 6.     SELECTED FINANCIAL DATA

     Refer to Page 14 of the Annual Report which, in so far as the data for the
years 1992 through 1996 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 15-18 of the Annual Report which are
incorporated herein by reference.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Refer to Pages 19-33 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, 1996, 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, 1996, 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, 1996, 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, 1996, 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
            years in the period ended December 31, 1996                           19

            Consolidated Balance Sheets as of December 31, 1995 and 1996          20

            Consolidated Statements of Cash Flow for each of the three
            years in the period ended December 31, 1996                           21

            Consolidated Statements of Stockholders' Equity for each of
            the three years in the period ended December 31, 1996                 22

            Notes to Financial Statements                                      23-33

            Independent Auditors' Report                                          34
</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, 1996:

            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 Chase Bank, formerly
                      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.

               (m)    The Compensation Plan for Directors, which was approved by
                      stockholders at the Annual Meeting of Stockholders on May
                      9, 1996, and was included in the Company's definitive
                      Proxy Statement filed with the Commission on April 1,
                      1996, which is incorporated herein by reference.

     (11)      Computation of earnings per share.

     (13)      1996 Annual Report to Stockholders.

     (21)      List of the Company's subsidiaries.

     (23)      Consent of Independent Auditor.                                


(b)  REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31,1996.

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


                                      -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, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996, and have issued our report
thereon dated January 22, 1997; such consolidated financial statements and
report are included in your 1996 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 22, 1997



                                      -11-

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



<TABLE>
<CAPTION>
                                                             1996         1995         1994
                                                           --------------------------------
<S>                                                        <C>          <C>          <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:

      Balance at beginning of year                         $1,304       $  912       $  752
                                                           --------------------------------

      Additions:
            Charged to expenses and costs                     401          478          700
                                                           --------------------------------
      Deductions:
            Amounts written off                               227           86          539
            Foreign currency translation adjustments           --           --            1
                                                           --------------------------------

                                                              227           86          540
                                                           --------------------------------

      BALANCE AT END OF YEAR                               $1,478       $1,304       $  912
                                                           --------------------------------
</TABLE>



                                      -12-

<PAGE>   15

                                   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 25, 1997.


                                  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 25, 1997
- -----------------------------         Chief Executive Officer
Robert A. Davies, III



/s/ Zvi Eiref                         Vice President Finance and            February 25, 1997
- -----------------------------         Chief Financial Officer
Zvi Eiref                             (Principal Financial Officer)



/s/ Gary P. Halker                    Vice President, Controller and        February 25, 1997
- -----------------------------         Chief Information Officer
Gary P. Halker                        (Principal Accounting Officer)
</TABLE>



                                      -16-

<PAGE>   16
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 25, 1997
- ------------------------
Cyril C. Baldwin, Jr.

/s/ William R. Becklean              Director           February 25, 1997
- -----------------------
William R. Becklean

/s/ Robert H. Beeby                  Director           February 25, 1997
- -------------------
Robert H. Beeby

/s/ Robert A. Davies, III            Director           February 25, 1997
- -------------------------
Robert A. Davies, III

/s/ Rosina B. Dixon, M.D.            Director           February 25, 1997
- -------------------------
Rosina B. Dixon, M.D.

/s/ J. Richard Leaman, Jr.           Director           February 25, 1997
- --------------------------
J. Richard Leaman, Jr.

/s/ John D. Leggett, III, Ph.D       Director           February 25, 1997
- ------------------------------
John D. Leggett, III, Ph.D.

/s/ Robert A. McCabe                 Director           February 25, 1997
- --------------------
Robert A. McCabe

/s/ Dwight C. Minton                 Chairman           February 25, 1997
- --------------------
Dwight C. Minton

/s/ Dean P. Phypers                  Director           February 25, 1997
- -------------------
Dean P. Phypers

/s/ Jarvis J. Slade                  Director           February 25, 1997
- -------------------
Jarvis J. Slade

/s/ John O. Whitney                  Director           February 25, 1997
- -------------------
John O. Whitney
</TABLE>



                                      -17-

<PAGE>   17

                                EXHIBIT INDEX



Item 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 Chase Bank, formerly
                      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>   18
                                EXHIBIT INDEX



Item 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.

               (m)    The Compensation Plan for Directors, which was approved by
                      stockholders at the Annual Meeting of Stockholders on May
                      9, 1996, and was included in the Company's definitive
                      Proxy Statement filed with the Commission on April 1,
                      1996, which is incorporated herein by reference.

     (11)      Computation of earnings per share.

     (13)      1996 Annual Report to Stockholders.

     (21)      List of the Company's subsidiaries.

     (23)      Consent of Independent Auditor.                                







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



<TABLE>
<CAPTION>
                                                            1996           1995           1994
                                                         -------------------------------------
<S>                                                      <C>            <C>            <C>
PRIMARY:
      Net Income                                         $21,228        $10,152        $ 6,117

Weighted average shares outstanding                       19,534         19,567         19,706

Primary earnings per share                               $  1.09        $   .52        $   .31

FULLY DILUTED:
      Net Income                                         $21,228        $10,152        $ 6,117

Weighted average shares outstanding                       19,534         19,567         19,706
      Incremental shares under stock option plans            218            172            205
                                                         -------------------------------------
      Adjusted weighted average shares outstanding        19,752         19,739         19,911
                                                         -------------------------------------

Fully diluted earnings per share                         $  1.07*       $   .51*       $   .31
</TABLE>



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


                                      -13-





<PAGE>   1
[LOGO]  CHURCH & DWIGHT CO., INC.

- --------------------------------------------------------------------------------
Annual Report 1996

<PAGE>   2

DEAR STOCKHOLDERS

1996 marks the 150th anniversary of the founding of the Company, and we invite
you to join us in this celebration. Appropriately, this year has seen solid
recovery in both earnings and sales. Net income more than doubled over the
previous year, and sales were at record levels, exceeding by approximately four
percent our previous sales record in 1993.

                    This 1996 Annual Report is structured as a Question and
                    Answer interview with the President and Chief Executive
                    Officer, Robert A. Davies, III, whose enthusiasm and
                    confidence have contributed greatly to our achieving these
                    results.

                          ----------------------------
                           [PHOTO OF DWIGHT C. MINTON
                             CHAIRMAN OF THE BOARD]
                          ----------------------------

                    The Questions are based on stockholder queries as well as
                    those from the financial community. The Answers forthrightly
                    state our current views on a number of issues, including the
                    Company's strategies and competitive positions in its major
                    businesses.


                    Church & Dwight has been an outstanding marketer throughout
                    its history. As we enter our 151st year, I am confident we
                    are back on track with many more marketing milestones ahead.

                    Sincerely,


                    /s/ Dwight C. Minton


                    Dwight C. Minton
                    Chairman of the Board
                    January 22, 1997


<PAGE>   3
2


A Dialogue with Robert A. Davies, III


Q: In last year's Annual Report, you indicated that 1996 would be a turnaround
year, with strengthened earnings and a modest sales increase. Did you accomplish
your objectives?

     A:   The turnaround continues to progress satisfactorily.

                    For the full year, net income increased to $21.2 million, or
                    $1.09 per share, from $10.2 million, or $0.52 per share. The
                    year-earlier results included a restructuring charge of $4.0
                    million, or $0.13 per share on an after-tax basis. Operating
                    income more than doubled to $27.3 million, even after adding
                    back the restructuring charge to last year's results. Sales
                    reached a record $527.8 million, 8.6 percent higher than
                    last year. 

                    We are especially pleased with the 14 percent sales growth
                    in each of the two final quarters, fueled by continued
                    strength in household and personal care products. Throughout
                    the year, we continued to implement cost reduction measures
                    while supporting our brands with increased marketing
                    expenditures. This strategy contributed to the higher
                    operating margins as well as higher sales.


Q:  You also stated you would be testing one or two major new products. Did this
occur?

     A: We began test marketing in the fourth quarter two new consumer products,
     which may or may not justify national expansion. Both products are true to
     our heritage and utilize baking soda's natural capabilities. The first is a
     solid room deodorizer, and the second is an oral care gum providing oral
     health benefits similar to our dentifrice products. No further action is
     expected on these products until well into 1997.

<PAGE>   4

                                                                               3


Q:  Do you regard the turnaround as complete?

     A: The turnaround is not complete, nor was it supposed to be at year-end.
     Our operating margins are still well below industry standards. As a result,
     although we enjoyed record sales, net income was still below that achieved
     in 1993. Our major focus for the next two years will be to significantly
     improve our margins as well as to re-establish ourselves as a growth
     company.

                     -------------------------------------
                         PHOTO OF ROBERT A. DAVIES, III
                     President And Chief Executive Officer
                     -------------------------------------

Q: Generally, what are your financial objectives for the business, and how soon
do you expect to accomplish them?

     A: The key objectives relate to operating margins and growth. As to
     operating margins, our objective is to raise our margins from the 1996
     level of near 7 percent (adjusted for the Armand Products joint venture
     income and other items) to a 10 percent level. We are working on a series
     of programs to accomplish this goal and hope to be running at or close to
     this level by year-end 1998. Church & Dwight is already a relatively
     efficient user of capital. A 10 percent margin will produce a return on
     operating capital of well over 15 percent, which we regard as acceptable.

     As to sales, we hope to achieve annual gains in the high single- or low
     double-digit range, about twice the growth rate of the industries in which
     we operate in the United States. 

     We believe this combination of margins and growth will produce very
     significant results for our shareholders. 

<PAGE>   5

4


Q: What changes have you made in management and organization to accomplish these
objectives?


     A: The following important changes were implemented in 1996 and early 1997:
     In July 1996, Dennis Moore, formerly Vice President Administration, was
     appointed to the new position of Vice President Business Development. This
     appointment is designed to focus on three opportunity areas which, until
     recently, had not been fully addressed: acquisitions, licensing and
     international operations. In addition to Mr. Moore, we have a number of
     other officers and Board members with considerable experience in these
     matters. While we have taken no specific action at this date, I would be
     disappointed if we did not advance in one or more of these areas by
     year-end.

     In January 1997, Henry Kornhauser joined us as an officer of Church &
     Dwight Co., Inc. with the title of Vice President Advertising. Mr.
     Kornhauser, who has been directly associated with our advertising account
     since 1976, is a former advertising agency C.E.O. and will continue to
     supervise the Arm & Hammer business with our existing agency. We believe
     that by moving his valuable expertise in-house, we can add to our product
     development and creative resources, and at the same time reduce overall
     advertising costs.

     In the compensation area, we took further steps to increase the level of
     variable versus fixed pay. A base pay freeze for 20 key executives, which
     began April 1995, was extended until January 1, 1998. In return, we
     advanced the award of 1997 stock options to October 1996 from April 1997.
     At the same time, the stock option plan was offered to all salaried
     employees. We feel these strategic moves, which raise employees' stakes in
     the Company, serve to align their interests even more closely with those of
     the shareholders.

Q: Can you be more specific about your cost reduction initiatives?

     A: In 1996 and up to the present time, we have taken the following action:
     In manufacturing, we have reduced the workforce at our Green River,
     Wyoming, plant by 10 percent through an early-retirement program. We are
     nearing a decision to consolidate our powder laundry detergent production
     from two plants to one plant, beginning in mid-1997.

     In distribution, we reduced the number of regional warehouses, and
     increased the level of direct shipments from the plants. In early 1997, we
     are implementing a major software package designed to further improve the
     efficiency of our distribution system.

<PAGE>   6

                                                                               5


     In R & D, we propose to reduce spending on the XOSTEN(TM) program and
     shift a portion of those monies from drug research to consumer products and
     performance chemicals. The Company's development of XOSTEN, announced in
     1995, evolved from a long-term interest in the role of dietary sodium and
     potassium in human health. We are seeking the support of a drug firm to
     take over further developing and marketing. Our objective is to license
     XOSTEN to a pharmaceutical company by mid-1997.

     All of the above steps will be helpful in achieving our objective of
     improving operating margins.

Q: Can you be more specific about your growth plans?

     A: I cannot be too specific on growth for competitive reasons, but I can
     say we are considering one or more major product launches in the second
     half of 1997. These will not necessarily involve products currently in test
     market.

Q: Church & Dwight is a relatively small competitor in the consumer products
arena. Is the company size a competitive disadvantage, or do you see any
advantages?

     A: The major disadvantage is that competitively, we lack scale in
     manufacturing and distribution, particularly in household products. I would
     not overstate this, however, as our plants, which combine chemicals and
     household products, are relatively large and efficient operating units.

     On the positive side, our Company can react very quickly. And relative to
     our size, we have more opportunities to grow than billion-dollar companies.
     On the whole, I believe the growth advantage far outweighs the scale
     disadvantage. 

<PAGE>   7

6

Household Products

                          [PHOTO OF ARM & HAMMER LOGO]

<PAGE>   8

                                                                               7


                                                              Household Products


Q:  What is your strategy for household products?

     A: Our goal is to establish Church & Dwight as an important and growing
     participant in the $10 billion household products arena, using our famous
     trademark to market a series of middle-priced products acceptable to the
     great majority of American consumers. Categories include laundry and may
     encompass many others.

Q:  How is your important Powder Laundry Detergent performing?          [PHOTO]

     A: In 1996, ARM & HAMMER Powder Laundry Detergent moved up to the #3 brand
     on a volume basis in food stores nationwide, and continues to grow. We
     reformulated and improved the product, and strengthened the copy message on
     the box to reflect "baking soda freshness" and the product's ability to
     "power out dirt and odors." In the year ahead, we will again support the
     brand with couponing, and be more aggressive in developing distribution
     channels where we are less well represented.

Q:  How is the Liquid Laundry Detergent performing?

     A: ARM & HAMMER Liquid Laundry Detergent is performing according to plan,
     but there is still work to be done. In first-quarter 1996, we relaunched a
     new 4/10-cup product manufactured at our Syracuse, New York, plant. Market
     share of liquid laundry products improved steadily over the 12-month
     period, but is still below levels achieved in the early 1990s. 

[PHOTO]

     This was our first venture into bottle-blowing and liquid-filling, and our
     production costs remain too high. As we gain more experience, we have the
     opportunity to reduce our costs even further in 1997 and 1998.

Q:  How did baking soda fare this year?                                 [PHOTO]

     A: ARM & HAMMER Baking Soda sales were flat for the year. On the positive
     side, the holiday baking promotion in food chains was once again a major
     success.

Q:  And Carpet & Room Deodorizer?

     A: ARM & HAMMER Carpet & Room Deodorizer continues to rank #1 in food
     stores, with PET FRESH(R), Sunflower Fresh(TM) and Country Potpourri
     products the most popular scents.

[PHOTO]

     A line extension, ARM & HAMMER Carpet & Room Neutralizer, targeted to
     smoke, must and other tough odors, was introduced nationally into selected
     markets during the fourth quarter.

     The carpet deodorizer category is in decline industry-wide, dropping 12
     percent in 1996, due to competitive action based on price, and lack of
     advertising support throughout the category. This issue will be addressed
     in 1997.

<PAGE>   9

8

Personal Care Products


                          [PHOTO OF ARM & HAMMER LOGO]

<PAGE>   10

                                                                               9

                                                          Personal Care Products


Q:  What is your strategy for Personal Care products?

     A: We intend to market a series of high-value personal care products
     directly related to sodium-bicarbonate technology and the Arm & Hammer
     heritage. These products will be unique, fully priced, serious baking soda
     products supported by traditional levels of advertising and consumer
     promotion. Product categories will include oral care, deodorization and
     possibly personal hygiene.

Q: How did ARM & HAMMER DENTAL CARE(R) perform in 1996, and what are your
current objectives in the dentifrice business?

[PHOTOS]

     A: Our goal is to be the undisputed #1 baking soda toothpaste in the United
     States, a position we regained in volume sales in fourth-quarter 1996.
     During the year, our base business sales stabilized, driven by a
     combination of solid advertising and consumer special-pack promotions. Our
     TV commercial stated factually that ARM & HAMMER DENTAL CARE toothpaste
     "has twice the baking soda of other brands... its unique taste tells you
     it's working... its continuous-action formula fights plaque for hours."

     Our dentifrice strategy enables us to introduce line extensions that
     address consumer needs unmet by ARM & HAMMER DENTAL CARE and PEROXICARE(R)
     brands. These line extensions will increase in number as we market specific
     dentifrice benefits stemming from baking soda's natural properties.

     Three such line extensions were introduced in 1996: (1) ARM & HAMMER DENTAL
     CARE Sensitive Formula, developed for the 20 percent of Americans who
     suffer from sensitive teeth, combines baking soda's low-abrasive cleaning
     with "a clinically proven ingredient that helps fight the pain...." (2) ARM
     & HAMMER DENTAL CARE Extra Whitening offers baking soda's natural whitening
     ability, in a formulation that is "clinically proven to whiten teeth in two
     weeks," to the 50 percent of consumers who desire this benefit. And (3),
     for those who have rejected ARM & HAMMER DENTAL CARE toothpaste because of
     taste, ARM & HAMMER DENTAL CARE Smooth Spearmint's flavor stripe delivers
     the benefits of a high baking-soda formula with a refreshing mint taste.

Q:  The toothpaste business has become much more competitive, and a number of
new-product introductions are expected in 1997. How do you plan to meet this
heavy competition?

     A: We have anticipated the continuation of aggressive competitive spending,
     and are braced for a very vigorous year ahead. We consider baking soda the
     consummate dentifrice ingredient, and we will strongly emphasize the unique
     benefits inherent in our patented baking soda formulations. Our real
     strength lies in the fact that our dentifrices contain from 30 to 65
     percent baking soda, as compared to those of our competitors who use baking
     soda as a minor ingredient. 

<PAGE>   11

10


Specialty Products


                          [PHOTOS OF ARM & HAMMER LOGO]

<PAGE>   12

                                                                              11


Q: How is your deodorant and anti-perspirant business performing?

[PHOTOS]

     A: We have enjoyed steady, continuous growth in this category, helped by
     the strength of the new wide deodorant stick with baking soda and the jumbo
     oval stick deodorant anti-perspirant, both of which were launched in
     first-quarter 1996. Our current TV commercial communicates that our
     deodorant is a serious baking soda product, and graphically illustrates the
     clinically supported fact that a deodorant with baking soda is more
     effective than a deodorant without baking soda. The ARM & HAMMER product
     absorbs and eliminates odor, while the non-baking soda product simply
     covers it up.

                                                              Specialty Products

Q: Does it make sense for Church & Dwight to be in the Specialty Products
business as well as the Consumer Products business?

A: Yes, it definitely makes sense, since both divisions complement each other.
Church & Dwight is the largest producer, as well as consumer, of sodium
bicarbonate worldwide. Our consumer business gains access to a stronger
technology base than you would normally expect to find in a consumer products
company of this size. At the same time, the specialty business profits from the
ARM & HAMMER trademark, which will increase in importance as we pursue
opportunities in the industrial cleaning business.

Q:  Specialty Product sales have been fairly flat in recent years. How do you
propose to revive growth?

     A: Yes, sales have been flat recently. Typically, industrial products grow
     in cycles as new applications develop, and at present we see no imminent
     major breakthroughs for either sodium bicarbonate or potassium carbonate.
     We are presently focusing most of the R & D effort for sodium bicarbonate
     on specialized high-value applications in the medical and food processing
     fields. As for potassium carbonate, we expect demand to rise in the video
     glass business in late 1997 or 1998. 

     1996 was a good year for animal nutrition products due to high milk prices,
     which drove the market. The real star has been MEGALAC(R) Rumen Bypass Fat,
     our nutritional-supplement product line for dairy cattle, and its
     high-value line extensions. Internationally, Brotherton, our United Kingdom
     subsidiary, once again had an excellent year in marketing their
     ammonium-based and other specialty chemicals.

[PHOTOS]

<PAGE>   13

12


Q: Competition has intensified in the potassium carbonate and sodium bicarbonate
businesses. What are you doing to strengthen your position?

[PHOTOS]

     A: Competition indeed intensified, particularly at the low end of both of
     these businesses, and unquestionably affected our sales in 1996. On the
     other hand, we are in an excellent competitive position, based on our
     access to low-cost raw materials, efficient high-volume manufacturing
     facilities, and the best R & D and technical service support in the
     industry.

     As for sodium bicarbonate, we also have the advantage of the only two-plant
     system in the country: Old Fort, Ohio, and Green River, Wyoming, which
     geographically gives us a tremendous edge in customer service and
     distribution costs. We are taking steps to modernize our Green River
     facility starting in 1997 to reduce manufacturing costs and lay the
     groundwork for a further expansion of the plant.

     As for potassium carbonate, our Armand Products joint venture invested
     $10.5 million in late 1996 to secure an additional long-term, low-cost
     supply of its major raw material, potassium hydroxide. This step also
     supports a capacity increase installed in 1993.

Q: Church & Dwight went into the industrial cleaning business recently. What are
you doing, and how far do you expect this business to go?

     A: We see an opportunity to build a specialized high-margin industrial
     cleaning business, allying carbonate technology, the ARM & HAMMER trademark
     and environmental positioning of our aqueous-based cleaners. In June, we
     announced an alliance with Safety-Kleen Corp., Elgin, Illinois, the world's
     largest recycler of industrial and automotive cleaning fluids, to provide
     parts-cleaning customers with a new, environmentally superior and exclusive
     water-based cleaning solution. Their new product, called AquaWorks(TM),
     developed over three years by Church & Dwight technologists specifically
     for Safety-Kleen's industrial and automotive parts-cleaning services, was
     introduced in early 1996.

[PHOTO]

     We believe the industrial cleaning business will benefit from a recent
     piece of legislation enacted by the South Coast Air Quality Management
     District of Southern California which bans the use of products emitting
     volatile organic compounds after December 31, 1998. Should California's
     environmental regulations spread to industrial areas across the nation, our
     other aqueous-based cleaners, ARMAKLEEN(R) E-series for the electronics
     industry and ARMAKLEEN M-series for precision metal cleaning, may also
     benefit. While the situation holds great promise, it is far too early to
     predict the outcome.

<PAGE>   14

                                                                              13

Outlook


Q  What is your outlook for 1997?

     A: We believe the turnaround will continue in 1997 as we focus on both
     sales growth and higher margins. 

     At this point, the Company has a number of new-product options available
     which are still under consideration. The decisions yet to be made in this
     area will have a major influence on both sales and margins in 1997.

     Sales should benefit in the first half from the full-year effect of the
     relaunch of ARM & HAMMER Liquid Laundry Detergent and the various line
     extensions introduced in 1996; and in the second half, from the new-product
     launches. Although sales will not match the exceptional growth rate
     achieved in late 1996, we are looking for reasonable growth by year-end
     1997.

     Operating margins will gain from the manufacturing and distribution cost
     reduction programs, described elsewhere in this report, partially offset by
     the spending on new-product launches. Over the 12-month period, we expect
     to see a moderate improvement in margins.

     For the year as a whole, our objective is to deliver solid growth in
     earnings, putting the Company well on the way to meet our long-term
     financial goals.



     The answers in this Q-and-A format reflect management's consensus as to the
     progress of the turnaround and expectations for future growth.



     Robert A. Davies, III
     President and Chief Executive Officer
     January 22, 1997

<PAGE>   15
Church & Dwight Co., Inc. and Subsidiaries
         Eleven-Year Financial Review
         (Dollars in millions, except per share data)


<TABLE>
<CAPTION>
operating results             1996     1995      1994      1993      1992      1991     1990      1989     1988     1987      1986
====================================================================================================================================
<S>                         <C>        <C>       <C>       <C>       <C>       <C>      <C>       <C>      <C>      <C>       <C>  
Net sales:
Consumer products           $ 417.6    380.6     393.0     410.4     409.3     386.1    331.1     295.6    249.4    231.6     218.9
Specialty products            110.2    105.2      98.0      97.3      87.2      80.7     80.2      75.8     82.1     73.5      53.3
Total                         527.8    485.8     491.0     507.7     496.5     466.8    411.3     371.4    331.5    305.1     272.2
- ------------------------------------------------------------------------------------------------------------------------------------
Marketing                   $ 130.6    119.2     128.4     116.1     115.8      89.1     66.3      43.0     35.1     37.1      39.2
- ------------------------------------------------------------------------------------------------------------------------------------
Research & development      $  17.8     18.5      20.6      21.2      17.8      13.4     12.3       7.9      6.3      5.4       4.9
- ------------------------------------------------------------------------------------------------------------------------------------
Income from operations      $  27.3      8.4       1.5      35.6      37.7      34.0     28.9      25.2     23.6     20.1      17.9
- ------------------------------------------------------------------------------------------------------------------------------------
Net income                  $  21.2     10.2       6.1      26.3      29.5      26.5     22.5       8.6     16.5     14.0      12.8
====================================================================================================================================
Net income per share        $  1.09      .52       .31      1.30      1.45      1.29     1.05       .42      .75      .64       .60
- ------------------------------------------------------------------------------------------------------------------------------------
% of sales                      4.0%     2.1%      1.2%      5.2%      5.9%      5.7%     5.5%      2.3%     5.0%     4.6%      4.7%
====================================================================================================================================

financial position
====================================================================================================================================
Total assets                $ 308.0    293.2     294.5     281.7     261.0     244.3    249.2     242.5    241.7    245.4     227.9
Long-term debt                  7.5      7.5       7.5       7.6       7.7       7.8     29.6      52.2     55.6     56.8      59.2
Stockholders' equity          165.3    153.7     153.9     169.4     159.1     139.2    118.7     111.6    112.0    116.1     104.8
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term debt as a %
  of total capitalization         4%       5%        5%        4%        5%        5%      20%       32%      33%      33%       36%
- ------------------------------------------------------------------------------------------------------------------------------------
Working capital             $  36.8     22.1      23.4      54.6      40.7      34.1     46.1      66.8     58.8     68.8      61.9
- ------------------------------------------------------------------------------------------------------------------------------------
Current ratio                   1.4      1.2       1.2       1.8       1.5       1.4      1.6       2.2      2.2      2.5       2.6
====================================================================================================================================

other data
====================================================================================================================================
Average common shares
  outstanding (In 
  thousands)                 19,534   19,567    19,706    20,223    20,338    19,831   20,455    20,728   21,985   21,976    21,415
- ------------------------------------------------------------------------------------------------------------------------------------
Return on average
  stockholders' equity         13.3%     6.6%      3.8%     16.0%     19.8%     20.5%    19.5%      7.7%    14.4%    12.7%     14.3%
- ------------------------------------------------------------------------------------------------------------------------------------
Cash dividends paid         $   8.6      8.6       8.7       8.5       7.7       6.7      6.1       5.4      5.1      4.7       4.3
- ------------------------------------------------------------------------------------------------------------------------------------
Cash dividends paid
  per common share          $   .44      .44       .44       .42       .38       .34      .30       .26      .23  .21 1/2   .20 1/2
- ------------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity
  per common share          $  8.50     7.87      7.88      8.43      7.82      6.85     5.87      5.39     5.35     5.27      4.78
- ------------------------------------------------------------------------------------------------------------------------------------
Additions to property,
  plant and equipment       $   7.1     19.7      28.4      28.8      12.5      19.3     10.0      10.4     11.3     12.4      20.6
- ------------------------------------------------------------------------------------------------------------------------------------
Depreciation and
  amortization              $  13.6     13.1      11.7      10.6       9.8       9.5      8.9       8.5      8.2      7.8       5.1
- ------------------------------------------------------------------------------------------------------------------------------------
Employees at year-end           937      941     1,028     1,096     1,092     1,081      994     1,070    1,000      950       900
Statistics per employee:
(In thousands)
  Sales                     $   563      516       478       463       455       432      414       347      332      321       302
  Operating earnings             29        9         1        33        35        31       29        24       24       21        20
====================================================================================================================================
</TABLE>


<PAGE>   16

                                                                              15


Financial Review

          The Financial Review discusses the Company's performance for 1996 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.

1996 compared to 1995

          Net Sales

          Net sales increased 8.6% in 1996 primarily due to growth in the
          consumer products business.

          Consumer products were up 9.7% mainly on higher sales for ARM & HAMMER
          Liquid Laundry Detergent, which was relaunched as a 4/10-cup formula
          earlier in the year, as well as higher sales of ARM & HAMMER DENTAL
          CARE and ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda.
          These increases were partially offset by lower sales for ARM & HAMMER
          Carpet & Room Deodorizer, which experienced intense competition in a
          declining category.

          Specialty products were up 4.8% led by higher sales of MEGALAC Rumen
          Bypass Fat, and strong results from the Company's Brotherton
          subsidiary in the United Kingdom. Sales of the new liquid cleaning
          products also increased, although from a low base.

          Operating Costs

          The Company's gross margin increased 1.6 points to 42.0%. A major
          factor was the reduction in ARM & HAMMER Liquid Laundry Detergent
          manufacturing costs related to the start-up of in-house production and
          the change to a 4/10-cup formula. Other factors contributing to the
          margin increase included greater efficiencies in distribution and
          lower research & development spending. These margin improvements were
          partially offset by higher manufacturing costs on ARM & HAMMER DENTAL
          CARE related to a major buy-one-get-one-free promotion in the latter
          part of the year, and a provision for plant reorganization costs.

          Selling, general and administrative expenses increased $10.8 million
          to $194.5 million. This increase largely represented higher selling
          costs for laundry detergent products, particularly liquid laundry
          detergent, where heavy promotion costs were incurred during the
          relaunch. General and administrative expenses declined, as expected,
          reflecting the full-year effect of the reduction in corporate
          headcount implemented in mid-1995 and further reductions in legal and
          outside service fees, partially offset by higher software costs.

          Other Income and Expenses

          The Armand Products Company, our potassium carbonate joint venture
          with Occidental Chemical Corporation, saw a 22% decline in sales due
          to lower volume and pricing caused by new competition in the industry.
          This competitive activity, which had been anticipated for some time,
          was the primary reason for the $2.2 million decline in equity income.

          Investment income was $.3 million higher than the prior year as a
          result of a higher level of funds available for investment.

          Other expenses of $.4 million in 1996 included foreign exchange losses
          incurred by our Venezuelan subsidiary due to the devaluation of the
          local currency.

          Interest expense in 1996 was approximately $.9 million lower than in
          the previous year and was the result of the repayment of short-term
          debt in the first half of the year. 

<PAGE>   17

16

          Taxation

          The effective tax rate for 1996 was 36.0%, compared to 37.7% in the
          previous year. The decrease in the effective rate is due to the
          utilization of foreign operating loss carry-forwards in 1996 for which
          the benefits were not recognizable in 1995, as well as a lower
          effective state tax rate.

          Net Income and Earnings Per Share

          The Company's net income for 1996 was $21.2 million, compared to $10.2
          million in 1995. Earnings per share for 1996 were $1.09, compared to
          $.52 in 1995.

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.

          Specialty product sales increased 7.3% led by continued growth of
          performance grades of sodium bicarbonate and strong results from the
          Company's Brotherton subsidiary in the United Kingdom.

          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, New York, 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
          with Baking Soda. 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, New Jersey, 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.

          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.

<PAGE>   18

                                                                              17


          The Armand Products Company 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.

          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 was 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.

LIQUIDITY AND CAPITAL RESOURCES

          The Company's balance sheet at December 31, 1996 has been
          substantially improved over an already strong balance-sheet position
          at the year-end 1995. Cash and short-term investments totaled nearly
          $28 million at the end of 1996, compared to $11 million, net of $5
          million of short-term debt, at December 31, 1995.

          In 1996, operating cash flow was almost $34 million. Major factors
          contributing to the cash flow from operating activities included
          higher operating earnings, non-cash charges for depreciation and
          amortization, and a better overall working capital position. Operating
          cash flow was used to fund capital expenditures and an additional
          investment in the Armand Products Company. Operating cash flow was
          also used to repay short-term debt, purchase 139,000 shares of
          treasury stock, and to pay cash dividends.

          The Company has maintained a long-term debt-to-capital ratio at or
          below 5% for the last five years. At December 31, 1996, the Company
          had $52 million available through short-term lines of credit. Capital
          expenditures in 1997 are expected to be higher than in 1996 and
          comparable to the level of depreciation and amortization. Management
          believes that 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.

          In 1995, the Company generated $47 million in cash flow from operating
          activities. This increase was principally due to better working
          capital positions, primarily through inventory reductions, and higher
          operating earnings. Operating cash flow was 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. Cash and short-term investments totaled $16 million at
          the end of 1995, compared to nearly $8 million at the end of 1994.

OTHER ITEMS

          Forward-Looking Statements

          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. The Company
          reformulated the powder laundry detergent product in 1996, and is
          close to a decision to consolidate powder laundry detergent production
          from two plants to one plant, beginning in mid-1997. 1996 was the
          first full year of operation for the new liquid laundry detergent
          production line at the Syracuse facility. To stay competitive in this
          category, the Company is working on further cost reduction measures to
          be implemented during 1997 and 1998.

<PAGE>   19

                                                                              18


          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 1996, the Company introduced three new
          line extensions in the dentifrice category and two new line extensions
          in the deodorant category. The dentifrice business, in particular, has
          become much more competitive and a number of new-product introductions
          are expected in 1997. Because of this competitive background, the
          Company anticipates that marketing spending levels will remain high.

          In the fourth quarter of 1996, the Company began test marketing two
          new consumer products, which may or may not justify national
          expansion. The first is a solid room deodorizer, and the second is an
          oral care gum. No further action is expected on these products until
          well into 1997. The Company may, however, launch one or possibly two
          major new consumer products into the market during 1997. The
          introduction of new products usually involves heavy marketing costs in
          the year of launch, and it generally takes at least a year, and
          sometimes much longer, for a new product to become profitable.

          In the specialty products business, competition for the two major
          products, sodium bicarbonate and potassium carbonate, grew even more
          intense in 1996. Sodium bicarbonate sales have been impacted by a
          nahcolite-based sodium bicarbonate manufacturer which has been
          operating at the lower end of the business and is now making an effort
          to enter the higher end. The Company is proposing to increase its
          research & development spending, particularly on specialized
          high value applications in the medical and food processing fields, and
          is also planning a further modernization of its Green River, Wyoming,
          plant. As for potassium carbonate, the Company is expecting market
          demand to increase in late 1997 or 1998 which should help alleviate
          pressures from three new competitors in this business. These events
          have been anticipated for some time, but their effect on the business
          may not be clear until well into 1997.

          During the year, the Company continued to pursue opportunities to
          build a specialized high-margin industrial cleaning business using our
          recently developed aqueous-based technology. While this opportunity
          holds great promise, it requires a major upfront financial commitment
          in research & development and marketing, and the outcome will not be
          known for some time.

          Cautionary Note on Foward-Looking Statements

          This Annual Report includes forward-looking statements, many of which
          depend on factors outside the Company's control, such as economic
          conditions, market demand and industry capacity, competitive products
          and pricing, raw material costs and other matters. Future performance
          may be affected by changes in one or more of these factors.

Common Stock Price 
Range and Dividends          1996                              1995
================================================================================
                  Low        High      Dividend      Low        High    Dividend
- --------------------------------------------------------------------------------
1st Quarter    $ 17 1/2    $ 21 5/8      $ .11     $ 17      $  19 1/4   $ .11
2nd Quarter      19 3/4      22 3/4        .11       18         21 1/2     .11
3rd Quarter      20          22 1/2        .11       19 1/2     24 7/8     .11
4th Quarter      20          23 3/4        .11       18         22 7/8     .11
- --------------------------------------------------------------------------------
Full Year      $ 17 1/2    $ 23 3/4      $ .44     $ 17      $  24 7/8   $ .44
================================================================================

Based on trades on the New York Stock Exchange.    

Approximate number of holders of Church & Dwight's Common Stock as of December
31, 1996: 10,000

<PAGE>   20

                                                                              19


Church & Dwight Co., Inc. and Subsidiaries
     Consolidated Statements of Income
     (Dollars in thousands, except per share data)


<TABLE>
<CAPTION>
Year ended December 31,                                  1996        1995        1994
=====================================================================================
<S>                                                 <C>         <C>         <C>      
Net Sales                                           $ 527,771   $ 485,759   $ 491,048
Cost of sales                                         306,047     289,734     281,271
- -------------------------------------------------------------------------------------

Gross profit                                          221,724     196,025     209,777
Selling, general and administrative expenses          194,461     183,669     201,362
Restructuring charges                                    --         3,987       6,941
- -------------------------------------------------------------------------------------

Income from Operations                                 27,263       8,369       1,474
Equity in joint venture income                          5,140       7,389       7,874
Investment earnings                                     1,544       1,249         655
Gain on disposal of product lines                         --          339         410
Other (expense) income                                   (424)        201         209
Interest expense                                         (352)     (1,255)       (890)
- -------------------------------------------------------------------------------------

Income before taxes                                    33,171      16,292       9,732
Income taxes                                           11,943       6,140       3,615
- -------------------------------------------------------------------------------------

=====================================================================================
Net Income                                          $  21,228   $  10,152   $   6,117
=====================================================================================

=====================================================================================
Weighted average shares outstanding (In thousands)     19,534      19,567      19,706
=====================================================================================
Net Income Per Share                                $    1.09   $     .52   $     .31
=====================================================================================
</TABLE>


See Notes to Consolidated Financial Statements.

<PAGE>   21

20


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

December 31,                                                   1996        1995
================================================================================
Assets
================================================================================
Current Assets
Cash and cash equivalents                                 $  22,902   $  11,355
Short-term investments                                        5,011       5,027
Accounts receivable, less allowances
  of $1,478 and $1,304                                       41,837      44,427
Inventories                                                  48,887      41,349
Deferred income taxes                                        11,962      11,704
Prepaid expenses                                              4,920       5,313
- --------------------------------------------------------------------------------
Total Current Assets                                        135,519     119,175
- --------------------------------------------------------------------------------
Property, Plant and Equipment (Net)                         138,371     144,339
Note Receivable from Joint Venture                           11,000      11,000
Equity Investment in Joint Venture                           16,211      11,258
Long-term Supply Contract                                     3,314       3,852
Goodwill                                                      3,556       3,556
- --------------------------------------------------------------------------------
Total Assets                                              $ 307,971   $ 293,180
================================================================================

Liabilities and Stockholders' Equity
================================================================================
Current Liabilities
Short-term borrowings                                     $    --     $   5,000
Accounts payable and accrued expenses                        93,375      86,815
Income taxes payable                                          5,379       5,286
- --------------------------------------------------------------------------------
Total Current Liabilities                                    98,754      97,101
- --------------------------------------------------------------------------------
Long-term Debt                                                7,500       7,500
Deferred Income Taxes                                        20,005      19,573
Deferred Liabilities                                          2,392       1,595
Nonpension Postretirement and Postemployment Benefits        14,008      13,729

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                                   33,364      33,061
Retained earnings                                           182,069     169,438
Cumulative translation adjustments                             (194)       (686)
- --------------------------------------------------------------------------------
                                                            238,569     225,143
Less common stock in treasury, at cost:
  3,878,435 shares in 1996 and
  3,805,071 shares in 1995                                   72,708      70,501
Due from officers                                              (549)       (960)
- --------------------------------------------------------------------------------
Total Stockholders' Equity                                  165,312     153,682
- --------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                $ 307,971   $ 293,180
================================================================================
See Notes to Consolidated Financial Statements.

<PAGE>   22

                                                                              21

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


<TABLE>
<CAPTION>
Year ended December 31,                                  1996       1995       1994
===================================================================================
<S>                                                  <C>        <C>        <C>     
Cash Flow From Operating Activities
===================================================================================
Net Income                                           $ 21,228   $ 10,152   $  6,117
Adjustments to reconcile net income to net
cash provided by operating activities:
  Depreciation, depletion and amortization             13,624     13,138     11,743
  Loss on asset disposals                                 255        492        700
  Equity in joint venture income                       (5,140)    (7,389)    (7,874)
  Deferred income taxes                                  (272)      (198)    (3,319)
  Other                                                   245        380       (146)
Change in assets and liabilities:
  Decrease (increase) in short-term investments            16     (2,051)     1,024
  Decrease (increase) in accounts receivable            2,793         (1)    (2,079)
  (Increase) decrease in inventories                   (7,437)    13,772     (2,444)
  Decrease (increase) in prepaid expenses                 397        (37)      (648)
  Increase in accounts payable                          6,412     13,808      6,209
  Increase in income taxes payable                        485      3,613      4,845
  Increase in other liabilities                         1,076      1,286      1,399
- -----------------------------------------------------------------------------------
Net Cash Provided By Operating Activities              33,682     46,965     15,527

Cash Flow From Investing Activities
===================================================================================
Additions to property, plant and equipment             (7,114)   (19,702)   (28,388)
Proceeds from asset disposals                              62        389        372
Distributions from joint venture                        5,437      9,999     10,563
Investment in subsidiary                                 --         --         (625)
Purchase of officer loans                                --       (2,744)      --
Repayment of officer loans                                411        137       --
Investment in joint venture                            (5,250)      --         --
- -----------------------------------------------------------------------------------
Net Cash Used in Investing Activities                  (6,454)   (11,921)   (18,078)

Cash Flow From Financing Activities
===================================================================================
(Repayments) proceeds from short-term borrowing        (5,000)   (20,000)    23,000
Proceeds from stock options exercised                     887      1,398        746
Purchase of treasury stock                             (2,971)    (1,131)   (15,051)
Payment of cash dividends                              (8,597)    (8,615)    (8,650)
Proceeds from sale of common stock                       --         --        1,584
- -----------------------------------------------------------------------------------
Net Cash (Used in) Provided by Financing Activities   (15,681)   (28,348)     1,629

Net Change in Cash and Cash Equivalents                11,547      6,696       (922)
Cash and Cash Equivalents at Beginning of Year         11,355      4,659      5,581
- -----------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year             $ 22,902   $ 11,355   $  4,659
- -----------------------------------------------------------------------------------

Cash paid during the year for:
  Interest (net of amounts capitalized)              $    362   $  1,266   $    800
  Income taxes                                         12,233      2,465      1,900
===================================================================================
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. 
===================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>


<PAGE>   23

22


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


<TABLE>
<CAPTION>
          Years ended December 31, 1996, 1995, 1994
          =========================================================================================================================
                                             Number of Shares                                 Amounts
                                            =================  ====================================================================
                                                                                     Additional             Cumulative      Due
                                            Common   Treasury  Common     Treasury    Paid-In    Retained   Translation     From
                                            Stock      Stock    Stock       Stock     Capital    Earnings   Adjustments   Officers
          =========================================================================================================================
          <S>                               <C>       <C>      <C>        <C>        <C>         <C>         <C>             <C>
          January 1, 1994                   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)     33,061     169,438       (686)       (960)

          Net Income                          --        --         --         --          --        21,228       --           --
          Cash dividends                      --        --         --         --          --        (8,597)      --           --
          Stock option plan                                                                                                  
            transactions including                                                                                             
            related income tax benefit        --          59       --          683         229        --         --           --
          Purchase of treasury stock          --        (139)      --       (2,971)       --          --         --           --
          Other stock issuances               --           7       --           81          74        --         --           --
          Translation adjustments             --        --         --         --          --          --          492         --
          Officers repayment                  --        --         --         --          --          --         --            411
          =========================================================================================================================
          December 31, 1996                 23,330    (3,878)  $ 23,330   $(72,708)  $  33,364   $ 182,069   $   (194)       $(549)
          =========================================================================================================================
</TABLE>


See Notes to Consolidated Financial Statements.

<PAGE>   24

                                                                              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 1996, consumer products represented 79% and specialty products 21%
          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, which was recorded prior to November 1, 1970, is not being
          amortized, as management of the Company believes there has been no
          diminution in carrying value.

          Research & Development

          Research & development costs in the amount of $17,823,000 in 1996,
          $18,544,000 in 1995 and $20,594,000 in 1994, 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 outstanding during the period. Common
          equivalent shares have been excluded because their effect was not
          material.

<PAGE>   25

24


          Income Taxes

          The Company recognizes deferred income taxes under the liability
          method; accordingly, 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.

     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, 1996 and
          1995. 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.

          (In thousands)                          1996              1995
          ======================================================================
                                             Carrying Fair       Carrying Fair
                                            Amount    Value     Amount    Value
          ======================================================================
          Financial Assets:
          Cash and cash equivalents        $22,902   $22,902   $11,355   $11,355
          Short-term investments             5,011     5,011     5,027     5,027
          Note receivable from joint 
            venture                         11,000    10,900    11,000    10,700
          Due from officers                    549       549       960       960
          Financial Liabilities:
          Short-term borrowings               --        --       5,000     5,000
          Long-term debt                     7,500     7,500     7,500     7,500
          ======================================================================

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

          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, 1996 and 1995, both the cost and
          market value of the investments approximated each other.

          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.
          Fair value is determined based on discounting cash flows using rates
          available on notes with similar terms.

          Due from Officers

          The amount of notes receivable equals fair value because of its short
          maturity.

          Short-term Borrowings

          The amounts of unsecured lines of credit equal fair value because of
          short maturities and variable interest rates.

<PAGE>   26

                                                                              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, English pound and Canadian dollar. The terms of these contracts
          are for periods 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 major
          currencies, both credit and market risk are reduced. The amounts
          outstanding at December 31, 1996 and 1995 of "sell" contracts,
          translated into U.S. dollars using the rates current at the reporting
          date, were $5,294,000 and $1,204,000, respectively. The Company's
          accounting policy is to value these contracts at market value. At
          December 31, 1996, the Company had an unrealized loss of $126,000 and
          an immaterial gain at December 31, 1995.

     3. inventories

          Inventories are summarized as follows:
          =====================================================================
          (In thousands)                                    1996          1995
          =====================================================================
          Raw materials and supplies                     $13,031       $11,066
          Work in process                                    144           134
          Finished goods                                  35,712        30,149
          ---------------------------------------------------------------------
                                                         $48,887       $41,349
          =====================================================================

          Inventories valued on the LIFO method totaled $40,724,000 and
          $35,500,000 at December 31, 1996 and 1995, respectively, and would
          have been approximately $3,814,000 and $3,276,000 higher,
          respectively, had they been valued using the first-in, first-out
          (FIFO) method.

     4. property, plant
          and equipment

          Property, plant and equipment consist of the following:
          =====================================================================
          (In thousands)                                    1996           1995
          =====================================================================
          Land                                          $  3,195      $  3,188
          Buildings and improvements                      64,810        63,949
          Machinery and equipment                        155,635       151,965
          Office equipment and other assets               11,835        14,633
          Mineral rights                                   5,931         5,020
          Construction in progress                         1,641         1,145
          ---------------------------------------------------------------------
                                                         243,047       239,900
          Less accumulated depreciation, depletion 
          and amortization                               104,676        95,561
          ---------------------------------------------------------------------
          Net property, plant and equipment             $138,371      $144,339
          =====================================================================

          Depreciation, depletion and amortization of property, plant and
          equipment have been charged to operations in the amount of
          $13,085,000, $12,600,000 and $11,153,000 in 1996, 1995 and 1994,
          respectively. Interest charges in the amount of $41,000 and $475,000
          were capitalized in connection with construction projects in 1996 and
          1995, respectively.

<PAGE>   27

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.
          Products 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.

          (In thousands)                           1996        1995        1994
          ======================================================================
          Income Statement Data:                                        
          Net sales                             $39,246     $50,539     $47,254
          Gross profit                           12,963      17,297      18,146
          Net income                              9,372      13,870      14,840
          Company's share in net income           4,686       6,935       7,420
          Elimination of Company's share of                             
            intercompany interest expense           454         454         454
          ----------------------------------------------------------------------
          Equity in joint venture income        $ 5,140     $ 7,389     $ 7,874
          ======================================================================
                                                                        
          (In thousands)                                       1996        1995
          ======================================================================
          Balance Sheet Data:                                           
          Current assets                                    $ 8,783     $ 7,510
          Noncurrent assets                                  37,630      29,522
          Current liabilities                                 2,990       3,515
          Notes payable-Church & Dwight Co., Inc.            11,000      11,000
          Partnership capital                                32,423      22,517
          ======================================================================

     6. accounts payable
          and accrued expenses

          Accounts payable and accrued expenses consist of the following:

          (In thousands)                                       1996        1995
          ======================================================================
          Trade accounts payable                            $28,867     $25,486
          Accrued marketing and promotion costs              47,739      45,252
          Accrued wages and related costs                     7,279       6,150
          Accrued pension and profit-sharing                  4,466       4,266
          Other accrued current liabilities                   5,024       5,661
          ----------------------------------------------------------------------
                                                            $93,375     $86,815
          ======================================================================

     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 $52 million of which $0 was outstanding as of
          December 31, 1996 and $5 million outstanding as of December 31, 1995.
          The weighted average interest rate on borrowings outstanding at
          December 31,1995 was 6.2%.

          Long-term debt consists of the following:
          (In thousands)                                       1996        1995
          ======================================================================
          Industrial Revenue Refunding Bond
            due in installments of $640 from 1998-2007
              and $1,100 in 2008                            $ 7,500     $ 7,500
          ----------------------------------------------------------------------
                                                            $ 7,500     $ 7,500
          ======================================================================

          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 1996 was 3.5% and 4.3% in 1995.

<PAGE>   28

                                                                              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.

          Net pension cost includes the following components:
          ======================================================================
          (In thousands)                               1996      1995      1994
          ======================================================================
          Service cost                              $   355   $   349   $   414
          Interest cost on projected benefit 
            obligation                                  852       825       787
          Actual return on plan assets               (1,576)   (2,216)      162
          Net amortization and deferral                 532     1,357    (1,091)
          ----------------------------------------------------------------------
          Net periodic pension cost                 $   163   $   315   $   272
          ======================================================================

          The table below reflects the funded status of the pension plans at
          December 31:

          (In thousands)                                        1996       1995
          ======================================================================
          Actuarial present value of accumulated
            benefit obligation:
          Vested benefits                                   $ (9,790)  $ (9,595)
          Nonvested benefits                                    (448)      (522)
          ----------------------------------------------------------------------
                                                            $(10,238)  $(10,117)
          ----------------------------------------------------------------------
          Actuarial present value of projected
            benefit obligation for service
            rendered to date                                $(12,255)  $(12,453)
          Plan assets at fair value                           12,956     11,794
          ----------------------------------------------------------------------
          Projected benefit obligation less
            than (in excess of) plan assets                      701       (659)
          Unrecognized net (gain) loss from
            past experience different from that
            assumed and effects of changes in
            assumptions                                       (1,148)       148
          Prior service cost not yet recognized
            in net periodic pension cost                         234        262
          Unrecognized net obligation at
            January 1, 1986 being recognized
            over 15 years                                          5          5
          Loss due to currency fluctuations                       26         25
          ----------------------------------------------------------------------
          Accrued pension cost                              $   (182)  $   (219)
          ======================================================================

          The assumptions used in determining
            the present value of the projected
            benefit obligation were as follows:                  1996      1995
          ======================================================================
          Weighted average discount rate                         7.5%      7.25%
          Future compensation growth rate                        5.0%       5.0%
          Expected long-term rate of return on
            plan assets                                         9.25%      9.25%
          ======================================================================

          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 $3,700,000, $3,400,000
          and $1,400,000 in 1996, 1995 and 1994, respectively.

          The Company also has an employee savings plan. The Company matches 50%
          of each employee's contribution up to a maximum of 6% of the
          employee's earnings. The Company's matching contributions to the
          savings plan were $940,000, $1,001,000 and $1,054,000 in 1996, 1995
          and 1994, respectively.

<PAGE>   29

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.

          The following table provides information on the status of the plan at
          December 31:
          ======================================================================
          (In thousands)                                      1996       1995
          ======================================================================
          Accumulated postretirement benefit obligation:
            Retirees                                      $ (2,836)  $ (3,421)
            Fully eligible active participants              (1,445)    (2,253)
            Other active participants                       (2,826)    (5,219)
          ----------------------------------------------------------------------
                                                            (7,107)   (10,893)
            Unrecognized net gain                           (5,010)    (1,944)
            Unrecognized prior service                      (1,014)      --
          ----------------------------------------------------------------------

          Accrued postretirement benefit obligation       $(13,131)  $(12,837)
          ======================================================================

          Net postretirement benefit cost consisted
             of the following components:
          ======================================================================
          (In thousands)                             1996        1995       1994
          ======================================================================
            Service costbenefits earned during 
              the year                             $  350     $   553   $    876
            Interest cost on accumulated 
              postretirement benefit obligation       482         686        819
            Net amortization and deferral            (389)       (176)      --
          ----------------------------------------------------------------------
          Net postretirement benefit cost          $  443     $ 1,063   $  1,695
          ======================================================================

          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 7%
          in 1997, and ranging to 5.4% for years 1999 and beyond. The effect of
          a 1% increase in the assumed cost trend rate would increase the
          accumulated postretirement benefit obligation by approximately
          $768,000 and increase the net periodic postretirement benefit cost for
          1996 by $108,000. The assumed discount rate used in determining the
          accumulated postretirement benefit obligation was 7.5% in 1996 and
          7.25% in 1995. During 1996, the Company changed the eligibility
          requirements of the plan and established a maximum annual benefit
          based on years of service for those over 65 years of age.

<PAGE>   30

                                                                              29


     10. income taxes

          The components of income before taxes are as follows:
          (In thousands)                            1996       1995       1994
          ======================================================================
          Domestic                              $ 30,353   $ 16,295   $ 11,321
          Foreign                                  2,818         (3)    (1,589)
          ----------------------------------------------------------------------
          Total                                 $ 33,171   $ 16,292   $  9,732
          ======================================================================

          The following table summarizes the provision for U.S. federal, state 
          and foreign income taxes:
          (In thousands)                            1996       1995       1994
          ======================================================================
          Current:
            U.S. federal                        $  9,383   $  4,831   $  5,793
            State                                  1,971      1,148      1,034
            Foreign                                  861        359        102
          ----------------------------------------------------------------------
                                                $ 12,215   $  6,338   $  6,929
          ======================================================================
          Deferred:
            U.S. federal                        $   (240)  $   (136)  $ (3,069)
            State                                    (30)       (92)      (327)
            Foreign                                   (2)        30         82
          ----------------------------------------------------------------------
                                                $   (272)  $   (198)  $ (3,314)
          ----------------------------------------------------------------------
          Total provision                       $ 11,943   $  6,140   $  3,615
          ======================================================================

          Deferred tax liabilities/(assets) consist
             of the following at December 31:
          (In thousands)                                       1996       1995
          ======================================================================
          Current deferred tax assets:
            Marketing expenses, principally coupons        $ (8,951)  $ (8,703)
            Reserves and other liabilities                   (1,635)    (2,002)
            Uniform capitalization of expenses                  151        226
            Accounts receivable                              (1,049)      (942)
            Other                                              (478)      (283)
          ----------------------------------------------------------------------
            Total current deferred tax assets               (11,962)   (11,704)
          ----------------------------------------------------------------------
          Noncurrent deferred tax liabilities/(assets):
            Nonpension postretirement and postemployment
              benefits                                       (5,550)    (5,431)
            Capitalization of items expensed                 (1,856)    (1,400)
            Loss carryforward                                  (440)    (1,009)
            Valuation allowance                                 440      1,009
            Depreciation and amortization                    26,224     24,784
            Investment in purchased tax credits                 842      1,185
            Provision on foreign subsidiaries'
              unremitted earnings                               345        421
            Other                                              --           14
          ----------------------------------------------------------------------
            Net noncurrent deferred tax liabilities          20,005     19,573
          ----------------------------------------------------------------------
          Net deferred tax liability                       $  8,043   $  7,869
          ======================================================================

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

          (In thousands)                               1996      1995      1994
          ======================================================================
          Statutory rate                                 35%       35%       35%
          Tax which would result from use of the
            federal statutory rate                 $ 11,610   $ 5,702   $ 3,406
          ----------------------------------------------------------------------
          Depletion                                    (481)     (403)     (415)
          Research & development credit                --        (450)     (700)
          State and local income tax, net of 
            federal effect                              662       686       460
          Varying tax rates of foreign affiliates       (34)       19        12
          Non-recognition of foreign affiliate loss     133       387       718
          Recognition of foreign affiliate loss
            carryforward                               (253)     --        --
          Other                                         306       199       134
          ----------------------------------------------------------------------
                                                        333       438       209
          ----------------------------------------------------------------------
          Recorded tax expense                     $ 11,943   $ 6,140   $ 3,615
          ----------------------------------------------------------------------
          Effective tax rate                           36.0%     37.7%     37.1%
          ======================================================================

<PAGE>   31

30


     11. 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.
          A grant total of 5,750,000 shares of the Company's common stock are
          authorized for issuance for the exercise of stock options.

          Stock option transactions for the three 
          years ended December 31, 1996 were      Number of     Weighted Avg.
          as follows:                               Shares     Exercise Price
          ======================================================================
          Outstanding at January 1, 1994          1,205,883      $  21.39
          Grants                                    970,900         19.75
          Exercised                                  73,835         10.12
          Cancelled                                 165,600         23.64
          ----------------------------------------------------------------------
          Outstanding at December 31, 1994        1,937,348         20.89
          Grants                                    103,700         17.69
          Exercised                                 110,016         12.64
          Cancelled                                 335,000         22.53
          ----------------------------------------------------------------------
          Outstanding at December 31, 1995        1,596,032         20.90
          Grants                                    846,150         21.15
          Exercised                                  58,500         15.29
          Cancelled                                  99,000         22.73
          ----------------------------------------------------------------------
          Outstanding at December 31, 1996        2,284,682         21.06

          At December 31, 1996, 1995 and 1994, 711,532 shares, 658,232 shares
          and 650,848 shares were exercisable.

          The table below summarizes information relating to options outstanding
          and exercisable at December 31, 1996.

                    Options Outstanding                     Options Exercisable
   ======================================================  =====================
                               Weighted                                Weighted
                               Average     Weighted Avg.                Average
   Exercise         Options    Exercise     Remaining        Options    Exercise
   Prices         Outstanding    Price   Contractual Life  Exercisable   Price
   ======================================================  =====================
   $13.00-$15.00    178,200    $13.65       1.6 years        178,200     $13.65
   $15.01-$20.00    586,332     17.49       6.9              152,632      17.96
   $20.01-$25.00  1,260,550     21.85       8.7              121,100      25.16
   $25.01-$30.00    121,900     28.38       3.6              121,900      28.38
   $30.01-$32.25    137,700     32.11       6.4              137,700      32.11

   The fair value of options granted in 1996 and 1995 is $4,706,000 and 
   $526,000, respectively, and the weighted average fair value per share of 
   options granted in 1996 and 1995 is $5.56 and $5.07, respectively.

   The fair value of options granted in 1996 and 1995 is estimated on the date
   the options are granted based on the Black Scholes option-pricing model with
   the following weighted-average assumptions:

                                    1996         1995
   --======================================================
   Risk-free interest rate          6.3%         6.6%
   Expected life                    6.0 years    5.0 years
   Expected volatility             22.7%        27.0%
   Dividend yield                   2.1%         2.0%

<PAGE>   32

                                                                              31


          The Company accounts for costs of stock-based compensation in
          accordance with Accounting Principles Board Opinion No. 25,
          "Accounting for Stock Issued to Employees," rather than the fair
          value-based method in Statement of Financial Accounting Standards No.
          123 (SFAS 123), "Accounting for Stock-Based Compensation." No
          compensation cost has been recognized for the Company's stock option
          plans. Had compensation cost been determined based on the fair values
          of the stock options at the date of grant in accordance with SFAS 123,
          the Company would have recognized additional compensation expense, net
          of taxes, of $488,000 and $56,000 for 1996 and 1995, respectively. The
          Company's pro forma net income and pro forma net income per share for
          1996 and 1995 would have been as follows:

                                                  1996         1995
          =========================================================
          Net Income (Dollars In thousands):
          =========================================================
          As reported                          $21,228      $10,152
          Pro forma                             20,740       10,096

          Net Income per Share:
          =========================================================
          As reported                          $  1.09      $  0.52
          Pro forma                            $  1.06      $  0.52

          Since compensation expense associated with option grants is recognized
          over the vesting period, the initial impact of applying SFAS No. 123
          on pro forma disclosure is not representative of the potential impact
          on pro forma net income for future years, when the effect of the
          recognition of a portion of compensation expense from multiple awards
          would be reflected.

     12. restructuring charges

          In 1995, 1994 and 1993, the Company recorded pre-tax restructuring
          charges of $4.0, $6.9 and $2.9 million, respectively, in connection
          with cost reduction programs and the write-off of assets related to
          discontinued products, plant consolidations and the planned expansion
          of the Princeton, N.J., headquarters facility.

          The outstanding reserve balance included in accounts payable and
          accrued expenses at December 31, 1995 was $3.6 million and not
          significant at December 31, 1996.

     13. 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 a 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 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 represented
          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 were to pay
          off their remaining debt to the Company. The terms of one note for
          $549,000 include a balloon payment due in four years with interest
          imputed at 6%. The remaining loans at December 31, 1995 for $411,000
          had interest imputed at a rate of 6% and were paid in full in early
          1996. For those officers who borrowed funds to pay off the loans, the
          Company guaranteed the loans, but the Company would 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.

<PAGE>   33

32


     14. 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.

     15. commitments
          and contingencies

          a. Rent expense amounted to $3,956,000 in 1996, $4,107,000 in 1995 and
          $4,009,000 in 1994. The Company is obligated for minimum annual
          rentals under non-cancellable long-term operating leases as follows:

          (In thousands)
          ============================================================
                                                      1997     $ 3,066
                                                      1998       2,491
                                                      1999       2,077
                                                      2000       1,945
                                                      2001       1,842
                                                Thereafter       1,208
          ------------------------------------------------------------
          Total future minimum lease commitments               $12,629
          ============================================================

          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.

<PAGE>   34

     16. 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>     
          1996
          Net sales                       $ 121,548   $134,627  $ 137,090  $134,506   $527,771
          Gross profit                       51,762     57,731     58,886    53,345    221,724
          Income from operations              4,730      8,484      7,030     7,019     27,263
          Equity in joint venture income      1,272      1,310      1,061     1,497      5,140
          Net income                          3,848      6,131      5,198     6,051     21,228
          Net income per share            $     .20   $    .31  $     .27  $    .31   $   1.09
          ------------------------------------------------------------------------------------
          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
          =====================================================================================
</TABLE>


<PAGE>   35

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, 1996 and 1995,
          and the related consolidated statements of income, stockholders'
          equity, and cash flows for each of the three years in the period ended
          December 31, 1996. 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, 1996 and 1995, and the
          results of their operations and their cash flows for each of the three
          years in the period ended December 31, 1996 in conformity with
          generally accepted accounting principles.



          /s/ Deloitte & Touche LLP

          Deloitte & Touche LLP
          Parsippany, NJ
          January 22, 1997

<PAGE>   36

          Cautionary Note On Forward-looking Statements

          This Annual Report includes forward-looking statements, many of which
          depend on factors outside the Company's control, such as economic
          conditions, market demand and industry capacity, competitive products
          and pricing, raw material costs and other matters. Future performance
          may be affected by changes in one or more of these factors.


CHURCH & DWIGHT CO., INC.

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, 
drugstores, and mass merchandisers, and to industrial customers and 
distributors.



          financial highlights
                    (in millions, except for per share data)

                                                1996        1995
                    --------------------------------------------
                    Sales                    $ 527.8     $ 485.8
                    --------------------------------------------
                    Income from operations   $  27.3     $   8.4
                    --------------------------------------------
                    Net income               $  21.2     $  10.2
                    --------------------------------------------
                    Net income per share     $  1.09     $  0.52
                    --------------------------------------------
                    Dividends per share      $  0.44     $  0.44
                    --------------------------------------------

<PAGE>   37

Directors

Cyril C. Baldwin, Jr.
Chairman of the Board
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.
Director since 1995

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

Dennis M. Moore
Vice President
Corporate Business Development

Leo T. Belill
Vice President
Specialty Products Division

James P. Crilly
Senior Vice President
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

Henry Kornhauser
Vice President Advertising

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
ChaseMellon
Shareholder Services LLC
85 Challenger Road
Ridgefield Park, NJ 07660

The Annual Meeting of 
Stockholders will be held at:
11:00 a.m. Thursday, May 8, 1997
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, 1996, 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 and
provide your name and address to:
Church & Dwight Co., Inc. c/o
ChaseMellon Shareholder Services
LLC P.O. Box 3316 South
Hackensack, NJ 07606


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. c/o ChaseMellon Shareholder
Services LLC P.O. Box 3315 South
Hackensack, NJ 07606
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 c/o ChaseMellon Shareholder
Services LLC P.O. Box 750
Pittsburgh, PA 15230
1-800-851-9677

On the Internet
Church & Dwight financial
news releases are accessible at
http://www.businesswire.com

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.

(R)Church & Dwight Co., Inc. 1997

<PAGE>   38

[LOGO]


LOGO AND PHOTO OF ARM & HAMMER


                                                                       1846-1996

        150th Anniversary






<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, 1996.


                                      -14-





<PAGE>   1
INDEPENDENT AUDITOR'S CONSENT



We consent to the incorporation by reference in Registration Statement No.
33-60149, Registration No. 33-60147, Registration No. 33-24553, Registration No.
33-6150 and Registration Statement No. 33-44881 on Form S-8 of our report dated
January 22, 1997, incorporated by reference in the Annual Report on Form 10-K of
Church & Dwight Co., Inc. for the year ended December 31, 1996.



DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 27, 1997


                                      -15-





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          22,902
<SECURITIES>                                     5,011
<RECEIVABLES>                                   43,315
<ALLOWANCES>                                     1,478
<INVENTORY>                                     48,887
<CURRENT-ASSETS>                               135,519
<PP&E>                                         243,047
<DEPRECIATION>                                 104,676
<TOTAL-ASSETS>                                 307,971
<CURRENT-LIABILITIES>                           98,754
<BONDS>                                          7,500
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        23,330
<OTHER-SE>                                     141,982
<TOTAL-LIABILITY-AND-EQUITY>                   307,971
<SALES>                                        527,771
<TOTAL-REVENUES>                               527,771
<CGS>                                          306,047
<TOTAL-COSTS>                                  306,047
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   401
<INTEREST-EXPENSE>                                 352
<INCOME-PRETAX>                                 33,171
<INCOME-TAX>                                    11,943
<INCOME-CONTINUING>                             21,228
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    21,228
<EPS-PRIMARY>                                     1.09
<EPS-DILUTED>                                     1.09
        

</TABLE>