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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-K
             [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                         COMMISSION FILE NUMBER 1-10585

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

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

     INCORPORATED IN DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 13-4996950

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

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

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

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

                              NAME OF EACH EXCHANGE
                     TITLE OF EACH CLASS ON WHICH REGISTERED

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  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

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

As  of  February   28,  2001,   37,173,827   shares  of  Common  Stock  held  by
non-affiliates  were outstanding with an aggregate market value of approximately
$813 million.  The aggregate  market value is based on the closing price of such
stock on the New York Stock Exchange on February 28, 2001.

As of February 28, 2001, 38,589,102 shares of Common Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:


PART III            Portions of  registrant's  Proxy  Statement  for the
                    Annual Meeting of Stockholders to be held on May 10, 2001.

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

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



<PAGE>


                                TABLE OF CONTENTS



                                     PART I

ITEM                                                                       PAGE

1.    Business                                                             - 1 -
2.    Properties                                                           - 6 -
3.    Legal Proceedings                                                    - 7 -
4.    Submission of Matters to a Vote of Security Holders                  - 7 -



                                     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 -
7a.   Quantitative and Qualitative Disclosures about Market Risk           - 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                   - 8 -
11.   Executive Compensation                                               - 8 -
12.   Security Ownership of Certain Beneficial Owners and Management       - 8 -
13.   Certain Relationships and Related Transactions                       - 8 -


                                     PART IV


14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K      - 8 -



<PAGE>



8


                                  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)  Dentifrices  and ARM & HAMMER DENTAL
CARE  Gum,  ARM &  HAMMER  Carpet  Deodorizer,  ARM  &  HAMMER  Deodorizing  Air
Freshener,  ARM & HAMMER Powder and Liquid Laundry Detergent, ARM & HAMMER SUPER
SCOOP(R)  and ARM & HAMMER SUPER  STOP(R) Cat Litter 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.  The Company also owns BRILLO(R) Soap Pads
and  other  consumer   products.   In  2000,   consumer   products   represented
approximately   80%  and  specialty   products  20%  of  the  Company's   sales.
Approximately  88% of the Company's sales revenues are derived from sales in the
United States.

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 single  business,  ARM & HAMMER Baking Soda remains the leading brand of
baking  soda  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.  During
the fourth quarter of 1997, the Company introduced nationally ARM & HAMMER SUPER
SCOOP(R),  The Baking Soda Clumping  Litter,  which competes in the fast-growing
clumping  segment of the cat litter market.  Following its success,  the Company
launched ARM & HAMMER SUPER STOP(R) Clay Litter in late 1999. In early 2001, the
Company  introduced  ARM & HAMMER  Vacuum  Free(TM)  Foam Carpet  Deodorizer,  a
companion product to ARM & HAMMER Carpet Deodorizer.

     The Company's largest consumer business today, measured by sales volume, 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;
powdered  and liquid  laundry  detergents,  fabric  softener  dryer sheets and a
laundry detergent booster.

     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 products  identified
by the  Company  as  market  leaders.  In 1996  and in late  1999,  the  Company
reformulated  and concentrated the powder product.  A companion  product,  ARM &
HAMMER Liquid  Laundry  Detergent,  is also available in regular and perfume and
dye-free  forms.  In 1995 and 1998,  this  liquid  product was  reformulated  to
improve its performance.

     In 1992, the Company  completed the national  expansion of another  laundry
product,  ARM & HAMMER Fabric Softener Sheets.  This product stops static cling,
and softens and  freshens  clothes.  In 1998,  the Company  acquired the TOSS `N
SOFT(R)  brand of dryer  sheets and  combined  both  products  under the FRESH &
SOFT(R) brand name.

     ARM & HAMMER  Baking  Soda has long  been  used as a  dentifrice.  Its mild
cleansing 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 which are marketed
and sold nationally  primarily under the ARM & HAMMER DENTAL CARE brand name. In
1998,  the Company  introduced ARM & HAMMER DENTAL CARE Gum, a baking soda based
oral care  product  that is  available  in four  flavors.  In 1999,  the Company
introduced  ARM & HAMMER  ADVANCE  WHITE, a line of dentifrice for the whitening
segment of the  toothpaste  market and ARM & HAMMER P.M.,  the first  toothpaste
specifically formulated for nighttime oral care. In 2000, the Company introduced
ARM & HAMMER SENSATION,  a toothpaste  targeted to 15-34 year olds, ARM & HAMMER
DENTAL  CARE Kids Gum and in early  2001,  ARM & HAMMER  ADVANCE  WHITE  Gum,  a
companion product to the Advance White toothpaste.

     The Company markets and sells, ARM & HAMMER Deodorant  Anti-Perspirant with
Baking Soda,  and ARM & HAMMER  Deodorant  with Baking Soda.  These products are
available in various scented and unscented stick, aerosol and roll-on forms.

     In 1997,  the Company  acquired a group of five household  cleaning  brands
from The Dial  Corporation.  The brands  acquired were  BRILLO(R)  Soap Pads and
other steel wool products,  PARSONS(R) and  BO-PEEP(R)  Ammonia,  CAMEO(R) Metal
Polish,  RAIN DROPS(R)  Water  Softener and SNO BOL(R)  Cleaners.  In 1998,  the
Company purchased from The Dial Corporation TOSS `N SOFT(R) Dryer Sheets. During
1999, the Company entered the bathroom  cleaner category with the acquisition of
two major brands,  CLEAN SHOWER(R) and SCRUB FREE(R).  As part of the Scrub Free
transaction,  the Company also acquired the DELICARE(R)  fine fabric wash brand.
The  acquisition  of these  brands  broadens  the  Company's  base of  household
cleaning products,  and fits well within the Company's current sales,  marketing
and distribution activities.

     COMPETITION

            For  information  regarding  competition,  see page 4  through  5 of
Exhibit 99.

     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 sales force based  regionally  throughout the
United  States.  This sales force  utilizes  the  services of  independent  food
brokers in each market.  The  Company's  products are  strategically  located in
Church & Dwight plant and public warehouses and either picked up by customers or
delivered by independent trucking companies.

SPECIALTY PRODUCTS

     PRINCIPAL PRODUCTS

     The  Company's  specialty  products  business  primarily  consists  of  the
manufacture,  marketing 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 by  other  manufacturing  companies  as a
leavening agent for commercial baked goods, as an antacid in pharmaceuticals, as
a carbon dioxide release agent in fire  extinguishers,  and as an alkaline agent
in swimming pool chemicals,  and as an agent in kidney dialysis. A special grade
of sodium bicarbonate, as well as sodium sesquicarbonate,  is sold to the animal
feed market as a feed additive for use by dairymen as a buffer, or antacid,  for
dairy cattle.

     The  Company  markets and sells  MEGALAC  Rumen  Bypass Fat, 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 under a
long-term license agreement from a British company, Volac Ltd.

     In January 1999, the Company  formed a joint venture with the  Safety-Kleen
Corporation called the ArmaKleen Company.  This joint venture distributes Church
& Dwight's proprietary product line of aqueous cleaners along with the Company's
Armex Blast Media line which is  designed  for the removal of a wide  variety of
surface  coatings.  In 1999, the Company sold the equipment portion of the Armex
blast cleaning business to U.S. Filter Surface  Preparation  Group, Inc., a U.S.
Filter Company.

     The Company  markets and sells  ammonium  bicarbonate  and other  specialty
chemicals to food and  agricultural  markets in Europe through its  wholly-owned
British subsidiary Brotherton Speciality Products Ltd.

     The Company and Occidental  Petroleum  Corporation  are equal partners in a
joint  venture  named  Armand  Products  Company,  which  produces  and  markets
potassium  carbonate and potassium  bicarbonate.  Potassium  chemicals are sold,
among others, to the glass industry for use in TV and computer monitor screens.

     During  1997,  the  Company  acquired  a  40  percent  equity  interest  in
QGN/Carbonor,  a Brazilian  bicarbonate/carbonate-related  chemical company. The
Company exercised its option to increase its interest to 75 percent during 1999.

     COMPETITION

     For information regarding competition, see pages 4 through 5 of Exhibit 99.

     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.

     RAW MATERIALS AND SOURCES OF SUPPLY

     The Company  manufactures  sodium  bicarbonate for both of its consumer and
industrial  businesses at two of its 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 had acquired a number of leases
allowing it to extract these trona  deposits.  In January 1999, the Company sold
most of these leases to Solvay Minerals, Inc. The Company retains adequate trona
reserves to support the requirements of the sodium bicarbonate  business and may
acquire other leases in the future as the need arises.

     The  Company is party to a  partnership  agreement  with  General  Chemical
Corporation,  which mines and processes  certain trona reserves owned by each of
the two companies in Wyoming.  Through the  partnership  and related  supply and
services  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 supply of
soda ash from another company.

      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.

     At the Company's Green River,  Wyoming plant,  the Company produces laundry
detergent powder employing a process  utilizing raw materials  readily available
from a number of sources.  Therefore, the supply of appropriate raw materials to
manufacture this product is adequate.

     During 1995, a liquid laundry detergent  manufacturing line was constructed
in the Company's  Syracuse,  New York Plant.  This line was capable of producing
virtually  all of the  Company's  liquid  laundry  detergent  requirements.  The
Company,  when necessary,  would utilize a contract  manufacturer to meet higher
demand.  As a result of the ARMUS Joint  Venture,  all of the  Company's  liquid
laundry  detergent  production  will be shifted to USA Detergents'  plants.  The
Syracuse  plant  will be shut down at the end of the  first  quarter  2001.  USA
Detergents has enough capacity to produce all of Church & Dwight's requirements.
The BRILLO product line and the Company's Dryer Sheets line are  manufactured at
the  Company's  London,  Ohio plant.  ARM & HAMMER  DENTAL CARE Gum,  PARSONS(R)
Ammonia,  CAMEO(R)  Metal  Polish,  RAIN  DROPS(R)  Water  Softener,  SNO BOL(R)
Cleaners  SCRUB FREE and  DELICARE,  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.

     The ArmaKleen Company's  industrial liquid cleaning products are contracted
manufactured.

     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.

     CUSTOMERS AND ORDER BACKLOG

     A group of three Consumer  Products  customers  accounted for approximately
21% of  consolidated  net  sales in 2000,  including  a  single  customer  which
accounted  for  approximately  13%.  A group of three  customers  accounted  for
approximately  20% of consolidated net sales in 1999 including a single customer
which accounted for approximately 12%. This group accounted for 16% in 1998.

     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  2000,
$19,363,000 was spent on research  activities as compared to $17,921,000 in 1999
and $16,448,000 in 1998.


     ENVIRONMENT

     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  endeavors to take actions
necessary  to  comply  with  such  regulations.  These  steps  include  periodic
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 its  compliance  with  existing
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 presently
anticipated.

     EMPLOYEES

     At December  31, 2000 , the  Company  had 1,439  employees.  The Company is
party to a labor  contract  with the United  Steelworkers  of  America  covering
approximately  109 hourly  employees  at its  Syracuse,  New York plant which is
scheduled to close in early 2001;  and,  with the United  Industrial  Workers of
North America at its London, Ohio plant which contract continues until September
28,  2002.  The  Company  believes  that its  relations  with both its union and
non-union employees are satisfactory.

     CLASSES OF SIMILAR PRODUCTS

     The Company's operations  constitute two operating segments.  The table set
forth below shows the percentage of the Company's net sales  contributed by each
group of similar products marketed by the Company during the period from January
1, 1996 through December 31, 2000.


<TABLE>
<CAPTION>
                                               % of Net Sales
 -------------------------------------------------------------------------------
<S>                              <C>       <C>      <C>      <C>       <C>
                                  2000      1999     1998     1997      1996
                                  ----      ----     ----     ----      ----

    Consumer Products               80        79       81       79        78

    Specialty Products              20        21       19       21        22

</TABLE>



<PAGE>



I
TEM 2.     PROPERTIES

     The Company's executive offices and research and development facilities are
owned by the Company,  subject to a New Jersey Industrial  Revenue Bond, 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.  The  Company is
currently  constructing an additional 55,000 square feet of administration space
to its Princeton facility.

     At  Syracuse,  New York the  Company  owns a 16 acre site and  plant  which
includes a group of connected buildings containing  approximately 270,000 square
feet of floor  space.  This  plant is used  primarily  for the  manufacture  and
packaging of liquid laundry detergent. As previously mentioned, the Company will
be  closing  the  plant in early  2001 and  shifting  liquid  laundry  detergent
production to USA Detergents'  facilities.  The Company is currently  evaluating
options as to the  disposition  of the facility.  This will be completed  during
2001.

     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 200,000 tons of sodium  bicarbonate
per year. This plant also manufactures  powder laundry detergent and cat litter.
During 2001, an additional 101,000 square feet of warehouse space will be added.

     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 280,000 tons of sodium  bicarbonate  per year.  During
2001, an additional 90,000 square feet of warehouse space will be added.

     In 1998, the Company purchased a 250,000 square foot manufacturing facility
set on approximately 46 acres in Lakewood,  New Jersey.  The plant  manufactures
and  packages  the ARM & HAMMER  Deodorant  Anti-Perspirant  product  line,  its
dentifrice  products  which was relocated from the Company's  Greenville,  South
Carolina, facility in 1999, ARM & HAMMER Deodorizing Air Freshener, and packages
ARM & HAMMER Dental Care Gum. In 2000, CLEAN SHOWER bathroom cleaner  production
started. Previously it was contract manufactured.

     During  2000,  the  Company  sold a  portion  of the  facility  it  owns in
Greenville, South Carolina. It expects to sell the remaining portion in 2001.

     During 1997, the Company acquired from The Dial Corporation a manufacturing
facility in London,  Ohio. This facility contains  approximately  141,000 square
feet of floor space and is located on 6 acres of land. The facility manufactures
and packages BRILLO Soap Pads and ARM & HAMMER FRESH & SOFT Dryer Sheets.

     In Ontario,  Canada,  the Company  owns a 26,000  square foot  distribution
center which is used for the purpose of warehousing and distribution of products
sold into Canada. The principal office of the Canadian  subsidiary is located in
leased offices in Toronto.

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

     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
space and has a capacity of 103,000 tons of potassium carbonate per year.

     The  Company  believes  that its  manufacturing,  distribution  and  office
facilities are adequate for the conduct of its business at the present time.



ITEM 3.     LEGAL PROCEEDINGS.

     The Company is subject to claims and  litigation in the ordinary  course of
its business such as product  liability claims,  employment  related matters and
general commercial disputes. The Company does not believe that any pending 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, 2000.



                                     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") This  information  appears  under "Common Stock Price range and
dividends,"  on page 5 of Exhibit 99 hereto,  and on page 5 of Appendix B of the
Proxy Statement,  incorporated  herein by reference.  During 2000, there were no
sales of unregistered securities.



ITEM 6.     SELECTED FINANCIAL DATA.

     This information appears under "Eleven-Year  Financial Summary," on page 22
of  Exhibit  99 hereto,  and on page 22 of  Appendix  B of the Proxy  Statement,
incorporated herein by reference.



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

     This information  appears under "Financial Review," on pages 1 through 5 of
Exhibit  99  hereto,  and on  pages  1  through  5 of  Appendix  B of the  Proxy
Statement, incorporated herein by reference.



ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     This  information   appears  under  "Market  Risk"  in  the   "Management's
Discussion  and  Analysis,"  on pages 3 through 4 of Exhibit  99 hereto,  and on
pages 3 through 4 of Appendix B of the Proxy Statement,  incorporated  herein by
reference.



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     These  statements  and data  appear on pages 6  through  21 of  Exhibit  99
hereto,  and on  pages  6  through  21 of  Appendix  B of the  Proxy  Statement,
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.

     Information  required  by this item is  incorporated  by  reference  to the
Company's  definitive  proxy statement  pursuant to Regulation 14A which will be
filed with the  Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.



ITEM 11.    EXECUTIVE COMPENSATION.

     Information  required  by this item is  incorporated  by  reference  to the
Company's  definitive  proxy statement  pursuant to Regulation 14A which will be
filed with the  Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information  required  by this item is  incorporated  by  reference  to the
Company's  definitive  proxy statement  pursuant to Regulation 14A which will be
filed with the  Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information  required  by this item is  incorporated  by  reference  to the
Company's  definitive  proxy statement  pursuant to Regulation 14A which will be
filed with the  Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.




                                     PART IV


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

(a) 1.      FINANCIAL STATEMENTS

     Consolidated Financial Statements and Independent Auditors' Report included
in Exhibit 99 hereto,  and in  Appendix B of the Proxy  Statement,  incorporated
herein by reference:

            Consolidated Statements of Income for each of the three
            years in the period ended December 31, 2000

            Consolidated  Balance  Sheets  as of  December  31,  2000  and  1999
            Consolidated  Statements of Cash Flow for each of the three years in
            the period ended December 31, 2000

            Consolidated  Statements  of  Stockholders'  Equity  for each of the
            three years in the period ended December 31, 2000


            Notes to Financial Statements

            Independent Auditors' Report


(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, 2000:

 
           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.

(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,
               (Commission file no. 1-10585) 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,  (Commission  file  no.  1-10585)  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.

          (b)  Limited  Liability  Company  Operation  Agreement of Armus,  LLC,
               dated as of June 14, 2000,  between Church & Dwight Co., Inc. and
               USA Detergents, Inc. This document has been previously filed with
               the Securities and Exchange Commission on the Company's Quarterly
               Report on Form 10-Q,  filed on August 14,  2000 and was  approved
               under  rule  24b-2  for  priviliged  and  confidential  treatment
               thereof.

          (c)  Stock  Purchase  Agreement  dated as of June 14, 2000,  among USA
               Detergents,  Inc.,  Church & Dwight Co.,  Inc.  and  Frederick R.
               Adler.   This  document  has  been  previously   filed  with  the
               Securities  and Exchange  Commission on the  Company's  Quarterly
               Report on Form 10-Q,  filed on August 14,  2000.

               COMPENSATION PLANS AND ARRANGEMENTS

          (d)  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,  (Commission  file no.  1-10585)
               which is incorporated herein by reference.

          (e)  Shareholder  Rights  Agreement  dated  August 27,  1999,  between
               Church & Dwight Co., Inc. and ChaseMellon  Shareholder  Services,
               L.L.C.,  has been  previously  filed on August 31,  1999 with the
               Securities  and Exchange  Commission on the  Company's  Form 8-K,
               (Commission  file no.  1-10585) which is  incorporated  herein by
               reference.

          (f)  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,  (Commission  file no.  1-10585)
               which is incorporated herein by reference.

          g)   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,  (Commission  file no.  1-10585)
               which is incorporated herein by reference.

          (h)  Church & Dwight Co., Inc. Executive  Deferred  Compensation Plan,
               effective as of June 1, 1997, (Commission file no. 1-10585) which
               is incorporated herein by reference.

          (i)  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,
               (Commission  file no.  1-10585) which is  incorporated  herein by
               reference.

          (j)  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,  (Commission  file no. 1-10585) which is
               incorporated herein by reference.

          (k)  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,  (Commission file no. 1-10585) which is incorporated herein
               by reference.

          (l)  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,
               (Commission  file no.  1-10585) which is  incorporated  herein by
               reference.

          (m)  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,
               (Commission  file no.  1-10585) which is  incorporated  herein by
               reference.

          (n)  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,  (Commission  file no.
               1-10585) which is incorporated herein by reference.

          (o)  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, (Commission
               file no. 1-10585) which is incorporated herein by reference.

     *(11)     Computation of earnings per share.

     *(13)     2000 Annual Report to Stockholders.

     *(21)     List of the Company's subsidiaries.

     *(23)     Consent of Independent Auditor.

     *(27)     Financial Data Schedule.

     *(99)     Financial Statements.

(b)  REPORTS ON FORM 8-K

     No  reports on Form 8-K were  filed  during the fourth  quarter of the year
ended December 31, 2000.

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

-------------------------------------------------------------------------------
*filed herewith


<PAGE>


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, 2000 and 1999,  and for each of the
three years in the period ended  December  31, 2000,  and have issued our report
thereon dated  February 23, 2001;  such  consolidated  financial  statements and
report are included  elsewhere in this Form 10-K.  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
February 23, 2001




<PAGE>


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


<TABLE>
<CAPTION>

                                                                   2000             1999              1998
------------------------------------------------------------------------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:

<S>                                                              <C>              <C>               <C>
      Balance at beginning of year                               $1,552           $1,579            $1,532
------------------------------------------------------------------------------------------------------------------------------


      Additions:
            Charged to expenses and costs                           700              200               435
            Acquisition of subsidiary                                 -              122                 -
------------------------------------------------------------------------------------------------------------------------------
                                                                    700              322               435


      Deductions:
            Amounts written off                                     190              348               387
            Foreign currency translation adjustments                 10                1                 1
------------------------------------------------------------------------------------------------------------------------------



                                                                    200              349               388
------------------------------------------------------------------------------------------------------------------------------


      BALANCE AT END OF YEAR                                     $2,052           $1,552            $1,579
------------------------------------------------------------------------------------------------------------------------------
</TABLE>





<PAGE>



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



<TABLE>
<CAPTION>
                                                                            2000             1999           1998
------------------------------------------------------------------------------------------------------------------------------------
BASIC:
<S>                                                                      <C>              <C>            <C>
      Net Income                                                         $33,559          $45,357        $30,289

Weighted average shares outstanding                                       38,321           38,792         38,734

Basic earnings per share                                                   $0.88            $1.17          $0.78

DILUTED:
      Net Income                                                         $33,559          $45,357        $30,289

Weighted average shares outstanding                                       38,321           38,792         38,734
      Incremental shares under stock option plans                          1,612            2,251          1,316
------------------------------------------------------------------------------------------------------------------------------------

Adjusted weighted average shares outstanding                              39,933           41,043         40,050
------------------------------------------------------------------------------------------------------------------------------------

Diluted earnings per share                                                 $0.84            $1.11          $0.76
</TABLE>






<PAGE>



                   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)       Brotherton Speciality Products Ltd.
         Incorporated in the United Kingdom

4)       Industrias Bicarbon De Venezuela, S.A. - Ceased operation December 1998

5)       Quimica Geral do Nordeste S.A. (QGN)
         Incorporated in Brazil (75% Interest)


         The Company's remaining subsidiaries, if considered in the aggregate as
a single  subsidiary,  would  not  constitute  a  significant  subsidiary  as of
December 31, 2000.



<PAGE>




INDEPENDENT AUDITORS' CONSENT



We consent to the  incorporation  by reference in  Registration  Statements  No.
33-60149,  33-60147,  33-24553,  33-6150 and 33-44881 on Form S-8 of our reports
dated  February 23, 2001  included in the Annual Report on Form 10-K of Church &
Dwight Co., Inc. for the year ended December 31, 2000.



DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March  9 , 2001



<PAGE>



                                                                 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 28, 2001.


                            CHURCH & DWIGHT CO., INC.


                            By:      /s/ Robert A. Davies, III
                                     -------------------------
                                     Robert A. Davies, III
                                     Chairman 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.






/s/ Robert A. Davies, III      Chairman and                    February 28, 2001
-------------------------
Robert A. Davies, III          Chief Executive Officer




/s/ Zvi Eiref                  Vice President Finance and      February 28, 2001
-------------------------
Zvi Eiref                      Chief Financial Officer
                               (Principal Financial Officer)



/s/ Gary P. Halker             Vice President, Controller and  February 28, 2001
-------------------------
Gary P. Halker                 Chief Information Officer
                               (Principal Accounting Officer)



<PAGE>


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.


/s/ William R. Becklean              Director                 February 28, 2001
-----------------------
William R. Becklean

/s/ Robert H. Beeby                  Director                 February 28, 2001
-------------------
Robert H. Beeby

/s/ Robert A. Davies, III            Chairman                 February 28, 2001
-------------------------
Robert A. Davies, III

/s/ Rosina B. Dixon, M.D.            Director                 February 28, 2001
-------------------------
Rosina B. Dixon, M.D.

/s/ J. Richard Leaman, Jr.           Director                 February 28, 2001
--------------------------
J. Richard Leaman, Jr.

/s/ Robert D. LeBlanc                Director                 February 28, 2001
---------------------
Robert D. LeBlanc

/s/ John D. Leggett, III, Ph.D       Director                 February 28, 2001
------------------------------
John D. Leggett, III, Ph.D.

/s/ John F. Maypole                  Director                 February 28, 2001
-------------------
John F. Maypole

/s/ Robert A. McCabe                 Director                 February 28, 2001
--------------------
Robert A. McCabe

/s/ Dwight C. Minton                 Chairman Emeritus        February 28, 2001
--------------------
Dwight C. Minton

/s/ Burton B. Staniar                Director                 February 28, 2001
---------------------
Burton B. Staniar

/s/ John O. Whitney                  Director                 February 28, 2001
-------------------
John O. Whitney





EXHIBIT 99

FINANCIAL REVIEW

The Financial Review  discusses the Company's  performance for 2000 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.


2000 COMPARED TO 1999

Net Sales
---------
Net sales  increased  by $55.5  million or 7.5% to $795.7  million,  compared to
$740.2  million in the previous  year.  The majority of this increase was due to
growth in the Consumer Products business.

These  net  sales  have  been  impacted  by the  Company  adopting  EITF  00-10,
"Accounting  for  Shipping and  Handling  Fees and Costs"  which  resulted in an
increase  in net sales and cost of sales for the full year 2000 and 1999 of $9.9
million and $10.1 million,  respectively.  The EITF, however, did not affect net
income for either period.

Consumer Products were up 8.0% led by the addition of the CLEAN SHOWER and SCRUB
FREE brands  acquired in late 1999,  and strong growth in cat litters and liquid
laundry  detergent.  These sales gains were partially  offset by lower deodorant
and gum sales.  The prior year's  results  reflected a 4.8% increase from strong
growth in ARM & HAMMER  SUPER  SCOOP Cat litter,  increased  sales for the first
full year of ARM & HAMMER ADVANCE WHITE  toothpaste,  partially
  offset by lower
sales of ARM & HAMMER DENTAL CARE Gum.

Specialty Products were up 5.5% due largely to the first full year consolidation
of QGN,  the  Company's  75%  owned  Brazilian  subsidiary.  Last  year's  sales
increased 15.7% due to the partial year consolidation of QGN and strong sales of
animal nutrition products that were partially offset by the  de-consolidation of
the Specialty Cleaners business,  which is accounted for on the equity method in
1999 following the formation of the ArmaKleen Company as a 50% owned affiliate.

Operating Costs
---------------
The  Company's  gross  margin  decreased  to 43.4% from 44.0% in the prior year.
Major  favorable  factors  included  cost  efficiencies   obtained  through  the
consolidation  of personal care product  manufacturing  following the Greenville
plant  shutdown  in 1999;  the  elimination  of  co-packers  to meet higher than
expected  order  requirements  in 1999;  and more direct plant  shipments  which
reduced overall distribution costs. This favorable margin improvement,  however,
was more than offset by approximately $ 2 million of additional depreciation and
inventory and equipment  relocation  costs  associated  with the Syracuse  plant
shutdown  following the announcement of the formation of the ARMUS joint venture
with USA Detergents;  higher raw and packaging  materials for consumer products;
and, a less favorable product mix.

Advertising,  consumer and trade  promotion  expenses  increased $2.5 million to
$178.6 million. Higher advertising of deodorizing products, particularly for cat
litter,  together  with higher  trade  promotion  expenses  associated  with the
bathroom cleaners acquired late in 1999, were partially offset by lower consumer
promotion expenses.

Selling,  general and  administrative  expenses  increased  $5.7 million.  Major
factors  contributing  to this increase  included  higher  personnel and outside
service  costs in  support  of new  business  initiatives,  the  latter of which
primarily involved higher information systems work in preparation for electronic
commerce capabilities; the full year amortization of intangibles relating to the
bathroom  cleaners  acquisitions,  and the full year  inclusion of the Brazilian
subsidiary.  These increases were partially  offset by lower selling expenses as
the  Company  combined  its sales force with USA  Detergents  as a first step in
making ARMUS  operational,  supported by a single national broker  organization,
and a lower deferred compensation liability.

During the third  quarter of 2000,  as a step in  implementing  the ARMUS  joint
venture,  the Company  announced  that it will close its Syracuse plant in early
2001, and recorded a pre-tax charge of $21.9 million.

In early 1999,  the Company sold most of its trona mineral leases in Wyoming for
approximately $22.5 million, resulting in a one-time gain of approximately $11.8
million.

The Company recorded a pre-tax charge of $6.6 million for impairment and certain
other items related to a planned plant shutdown late in 1999, which included the
rationalization of both toothpaste and powder laundry detergent production.

Other Income and Expenses
-------------------------
The  decrease in equity in earnings of  affiliates  is due to lower  competitive
pricing on higher  unit volume of Armand  Products  which  combined  with higher
costs,  resulted in a $2 million reduction in our  profitability.  The remaining
decrease is mostly  attributable to the ArmaKleen  Company, a joint venture with
the  Safety-Kleen  Company,  the latter of which filed for chapter 11 during the
second  quarter  of 2000.  This  caused the  ArmaKleen  Company to record a $1.4
million  charge,  half of which  resulted in a reduction  in our  profitability.
Should the Safety-Kleen Company be unable to emerge from Chapter 11, the results
of operations and financial position of the Armakleen Company would be adversely
affected.

Investment  income  increased  mostly  due  to the  receipt  of  interest  on an
outstanding note receivable,  which was finally collected mid-year. Although the
Company  substantially  reduced its outstanding debt position from the beginning
of the year following the bathroom  cleaners  acquisition  in late 1999,  higher
average  outstanding debt coupled with higher interest rates in 2000 resulted in
an increase in interest expense.

Taxation
--------
The  effective  tax rate for 2000 was 35.1%,  compared to 36.9% in the  previous
year.  The lower  effective  rate in 2000 is primarily due to a lower  effective
state rate and lower taxes related to foreign activity.

Net Income and Earnings Per Share
---------------------------------
The  Company's  net income  for 2000 was $33.6  million,  equivalent  to diluted
earnings  of $.84 per  share,  compared  to $45.4  million or $1.11 per share in
1999.


1999 COMPARED TO 1998

Net Sales
---------
Net sales  increased  by $47.5  million or 6.9% to $740.2  million,  compared to
$692.7  million in the previous  year.  The majority of this increase was due to
growth in the Consumer Products business.

The impact of the previously mentioned EITF was an increase in sales and cost of
sales for 1999 and 1998 of $10.2  million and $8.3  million,  respectively.  The
EITF, however, did not affect net income for either period.

Consumer  Products  were up 4.8% led by strong growth in  deodorizing  products,
particularly ARM & HAMMER SUPER SCOOP Cat Litter, and increased toothpaste sales
resulting from the  introduction  of the ARM & HAMMER ADVANCE WHITE product line
in late 1998,  partially  offset by lower sales of ARM & HAMMER DENTAL CARE Gum.
Last year's  results  reflected  a 22.0%  increase  in  consumer  product  sales
relating to the  introduction of two major new products  introduced in late 1997
and early 1998, ARM & HAMMER SUPER SCOOP Cat Litter and ARM & HAMMER DENTAL CARE
Gum.

Specialty  Products  were up 15.7% due  largely  to the  inclusion  of QGN,  the
Company's 75% owned Brazilian  subsidiary,  whose results are now  consolidated,
and strong sales of animal nutrition products, particularly MEGALAC Rumen Bypass
Fat.  These  increases  were  partially  offset by the  de-consolidation  of the
Specialty  Cleaners business which is accounted for on the equity method in 1999
following the formation of the ArmaKleen Company as a 50% owned affiliate.

Operating Costs
---------------
The Company's gross margin  decreased  slightly to 44.0% from 44.1% in the prior
year.  Major  favorable  factors  included  lower  direct  manufacturing  costs,
particularly  in the form of lower  material  costs,  and improved  distribution
efficiencies.  This  margin  improvement,  however,  was more than offset by the
inclusion of the Brazilian  subsidiary,  the shift in the high margin  specialty
cleaning  business from having its results fully  consolidated  in 1998 to being
accounted for as an equity investment in 1999, and the use of co-packers to meet
higher than  expected  order  requirements.  The  one-time  acquisition  related
inventory  costs of the CLEAN SHOWER and SCRUB FREE brands also  contributed  to
gross margin decline in 1999.

Advertising,  consumer and trade  promotion  expenses  decreased $6.1 million to
$176.1  million.  The most  significant  factor  behind  this  decrease is lower
expenses in support of the oral and personal care product line,  compared to the
previous year which included introductory costs of ARM & HAMMER DENTAL CARE Gum.
This reduction in expenses was partially  offset by higher  promotional  support
behind the deodorizing  product line and the  introduction of ARM & HAMMER SUPER
STOP, the Company's first entry into the traditional clay cat litter market.

Selling,  general and  administrative  expenses  increased  $5.2 million.  Major
factors contributing to this increase included higher brokerage expenses related
to higher sales,  higher  personnel and outside  service costs in support of new
business initiatives,  the inclusion of the Brazilian subsidiary, and higher net
costs of  information  systems,  as less of  these  expenditures  qualified  for
capitalization   in  1999.   These  increases  were  partially   offset  by  the
reorganization of the Specialty Cleaners business in 1999.

In early 1999,  the Company sold most of its trona mineral leases in Wyoming for
approximately $22.5 million, resulting in a one-time gain of approximately $11.8
million.

The Company recorded a pre-tax charge of $6.6 million for impairment and certain
other items related to a planned plant shutdown late in 1999, which included the
rationalization of both toothpaste and powder laundry detergent production.

Other Income and Expenses
-------------------------
The increase in equity in earnings of  affiliates is due to the formation of the
ArmaKleen  Company as a 50%  affiliate,  which  product lines prior to this year
were fully  consolidated in the Specialty  Cleaners  business.  The Company also
benefited  from  a  $.4  million  additional  contribution  from  our  Brazilian
subsidiary  during the period of 1999 that the Company  owned only 40%,  and did
not consolidate this subsidiary.

The Armand  Products  Company saw a 7.5% sales decline  driven by an increase of
imports and domestic  production  of video glass.  Although  manufacturing  cost
reductions  were  obtained,  our  profitability  in this  business  declined  by
approximately $.6 million.

Investment  income  was lower  than a year ago as a result of a lower  amount of
average cash available for  investment.  Other expenses in 1998 were largely the
result of foreign exchange losses, which included translation losses incurred by
our Venezuelan subsidiary due to the devaluation of the local currency.

Although average domestic debt outstanding  during 1999 was lower than the prior
year,  interest expense was up slightly because of the debt service costs of the
Brazilian subsidiary.

Taxation
--------
The  effective  tax rate for 1999 was 36.9%,  compared to 34.4% in the  previous
year. The lower  effective  rate in 1998 is primarily due to the  utilization of
tax losses of our  Venezuelan  subsidiary  that could not be  utilized  in prior
years.

Net Income and Earnings Per Share
---------------------------------
The  Company's  net income  for 1999 was $45.4  million,  equivalent  to diluted
earnings  of $1.11 per  share,  compared  to $30.3  million or $.76 per share in
1998.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's  balance sheet was strong at both the 2000 and 1999 year-end.  The
net debt position, after deducting cash and short-term investments, decreased to
$9.4 million at December 31, 2000 from $60.6 million at December 31, 1999.

In 2000, operating cash flow was an exceptionally  strong $102.8 million.  Major
factors  contributing to the cash flow from operating activities included higher
operating  earnings before non-cash charges for  depreciation and  amortization,
and the non-cash  write-off  costs  associated with the Syracuse plant shutdown.
Operating cash flow was further  enhanced by effective use of working capital as
inventories  decreased by $17.1  million,  accounts  payable  increased by $20.3
million,  and  accounts  receivable  increased by less than $1 million in a year
where  sales  increased  by 7.5%.  Operating  cash  flow was used for  financing
activities to reduce  outstanding debt by $50.0 million,  purchase $20.5 million
of treasury stock, and pay cash dividends of $10.7 million.  Operating cash flow
was also used to invest in USA Detergents common stock of $10.4 million,  and to
fund capital expenditures of $21.8 million.

The Company has a total debt-to-total capitalization ratio of approximately 13%.
At  December  31,  2000 the  Company  had $96  million  of  additional  domestic
borrowing  capacity  available  through  short-term  lines  of  credit  and  its
revolving  credit  agreement.  Capital  expenditures  in 2001  are  expected  to
approximate 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 1999,  operating cash flow was $64.0  million.  The most  significant  factor
contributing to the cash flow from operating activities was the higher operating
earnings before non-cash charges for depreciation  and  amortization.  Operating
cash  flow  together  with the  proceeds  from the sale of  mineral  rights  and
additional  net  borrowings  of $30.0  million,  were used to acquire  the CLEAN
SHOWER and SCRUB FREE brands,  and to increase our  investment  in the Brazilian
subsidiary  to a 75% majority  owned  position.  Cash flow was also used to fund
significant capital expenditures  associated mainly with the reformulated powder
laundry  detergent  manufacturing  process at Green  River,  toothpaste  and gum
manufacturing capabilities at Lakewood, and the expansion of Megalac capacity at
Old Fort.  Other major uses of cash  included the payment of cash  dividends and
the purchase of $9.1 million of treasury stock.


OTHER ITEMS

Market Risk

Interest Rate Risk
------------------
The Company has  available  short-term  unsecured  lines of credit with  several
banks. The Company's  primary  domestic line of credit is $70 million,  of which
$10 million was utilized as of December 31, 2000; and $50 million of a revolving
credit  agreement of which $14 million was  utilized at December  31, 2000.  The
weighted  average  interest  rate on these  borrowings  at December 31, 2000 was
approximately  6.6%. The Company  entered into interest rate swap  agreements to
reduce  the  impact in  interest  rates on this debt.  The swap  agreements  are
contracts  to  exchange   floating   rate  for  fixed   interest  rate  payments
periodically  over  the  life of the  agreements  without  the  exchange  of the
underlying  notional amounts.  As of December 31, 2000, the Company entered into
agreements  for a notional  amount of $20  million,  swapping  debt with a three
month  LIBOR rate for a fixed rate that  averages  7.2%.  As a result,  the swap
agreements eliminate the variability of interest expense for that portion of the
Company's  debt.  However,  a drop of 10% in interest  rates would  result in an
immaterial  payment  under the swap  agreement in excess of what would have been
paid based on the variable rate.

The Company's  domestic  operations and its Brazilian  subsidiary have short and
long term debts that are floating rate obligations.  If the floating rate was to
change  by 10% from  the  December  31,  2000  level,  annual  interest  expense
associated with the floating rate debt would be immaterial.

Foreign Currency
----------------
The  Company  is subject  to  exposure  from  fluctuations  in foreign  currency
exchange rates, primarily U.S.  Dollar/British Pound, U.S.  Dollar/Japanese Yen,
U.S. Dollar/Canadian Dollar and U.S. Dollar/Brazilian Real.

The Company enters into forward exchange  contracts to hedge anticipated but not
yet committed sales  denominated in the Canadian  dollar,  the British pound and
the  Japanese  Yen.  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 from
the sale of products to foreign customers will be adversely  affected by changes
in exchange rates. The amount outstanding at December 31,2000 and 1999 of "sell"
contracts, translated into U.S. dollars using the rates current at the reporting
date,  were  $56,000 and  $3,944,000,  respectively.  At December  31,2000,  the
Company had an immaterial  unrealized gain and an immaterial  unrealized loss at
December  31,1999.  Had there been a 10%  change in the value of the  underlying
foreign  currency,   the  effect  on  these  contracts  would  still  have  been
immaterial.

The Company is also subject to  translation  exposure of the  Company's  foreign
subsidiary's  financial statements.  A hypothetical change in the exchange rates
for the U.S. Dollar to the Canadian Dollar,  the British Pound and the Brazilian
Real from those at December 31,2000 and 1999, would result in an annual currency
translation gain or loss of approximately $.3 million in 2000 and $.6 million in
1999.

New Accounting Pronouncement
----------------------------
The Company recognizes  revenue when product is shipped to trade customers.  The
Company has reviewed SEC Staff Accounting  Bulletin No. 101, Revenue Recognition
in Financial Statements, issued in December 1999, and has determined it will not
have a material effect on the Company's consolidated financial statements.

During the third  quarter,  the  Emerging  Issues Task Force  issued EITF 00-10,
"Accounting for Shipping and Handling Fees and Costs". This EITF issue addresses
income statement classification of amounts charged to customers for shipping and
handling,  as well as costs incurred related to shipping and handling.  The EITF
requires  amounts  invoiced to  customers  be  included as part of revenue.  The
related expense is classified in cost of sales. The Company's Specialty Products
Division  previously  offset amounts charged to customers in cost of sales. This
reclassification  amounted to $9.9  million,  $10.1  million and $8.3 million in
2000, 1999 and 1998, respectively.

The EITF issue was  effective  for the fourth  quarter  2000 and there is no net
income impact.  Financial  information  contained  elsewhere in these  financial
statements has been restated.

In June 1998,  The  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133 ("SFAS 133") "Accounting for Derivative
Instruments  and  Hedging   Activities."   This  Statement   requires  that  all
derivatives  be recorded in the  balance  sheet as either an asset or  liability
measured at fair value.  The Statement  requires that changes in a  derivative's
fair value be recognized  currently in earnings unless specific hedge accounting
criteria are met. In June 1999,  the FASB issued SFAS No. 137 which deferred the
effective  date of adoption of SFAS No. 133 for one year. The Company will adopt
SFAS No. 133 in the 2001  financial  statements.  The Company has evaluated this
Statement  and  has  determined  there  will  not be a  material  impact  on the
Company's consolidated financial statements.

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

Most of the Company's laundry and household  cleaning products are sold as value
brands,  which makes their cost position most important.  To stay competitive in
this  category,  the Company  announced it was forming a joint  venture with USA
Detergents  which  will  combine  both  laundry  detergent  businesses.  The new
venture,  named Armus LLC, encompasses Church & Dwight's ARM & HAMMER Powder and
Liquid Laundry  Detergents and USA Detergent's XTRA Powder and Liquid Detergents
and NICE `N FLUFFY Liquid Fabric Softener brands. The Armus joint venture became
operational  on January 1, 2001,  creating  the third  largest  entity in the $6
billion U.S. laundry detergent  business with sales of around $400 million.  The
Company  expects the synergies from the venture to  potentially  reach an annual
rate of $15 million a year once the venture is fully  operational  in late 2001,
of which the Company's share is  approximately  60%. In achieving the synergies,
the Company expects to incur  approximately  $3 million,  or $0.05 per share, in
additional  depreciation  and Armus start-up costs before the full synergies are
realized,  which  means that the  venture  will only be  slightly  accretive  to
earnings in 2001.

The Company has been very  successful  in recent years in entering the oral care
and personal care and deodorizing  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 requiring heavy advertising and promotion.

In the toothpaste category, the Company introduced,  early in 1999, ARM & HAMMER
ADVANCE WHITE, a new product line based on the whitening power of baking soda in
combination  with other  ingredients and, late in the year, ARM & HAMMER PM, the
first  toothpaste  specifically  formulated for nighttime  oral care.  These two
products,  for the second year in a row,  were  responsible  for our  toothpaste
being the fastest  growing brand in its category,  and moving to the #4 brand in
the U.S. Several new products and line extensions in oral care introduced during
the final quarter of the year, in particular ARM & HAMMER  Sensation  toothpaste
and ARM & HAMMER Kids Gum, should reach broad national  distribution  during the
first quarter of 2001. Because of the continued sell-in of these products, along
with the introduction of ARM & HAMMER Advance White Gum, the Company anticipates
marketing spending levels will remain high in 2001.

The major  activity in the  deodorizing  product line for 2000 was the continued
growth of the SUPER  SCOOP Cat  Litter,  which is the #3 brand in the  scoopable
segment.  Late in the 1999, the Company  introduced ARM & HAMMER SUPER STOP Clay
Litter  into the  traditional  clay  segment.  This  product  met  with  intense
competitive  reaction during its launch, and will have to be supported through a
combination of pricing actions,  advertising and consumer promotion during 2001.
In the final  quarter of 2000,  the Company  introduced a line  extension in the
deodorizing  area:  ARM & HAMMER  Shaker Baking Soda,  and in early 2001,  ARM &
HAMMER Vacuum Free Foam Carpet  Deodorizer,  a companion product to ARM & HAMMER
Carpet & Room Deodorizer.  These  introductions  usually involve heavy marketing
costs in the year of launch,  and the eventual  success of these line extensions
will not be known for some time.

In the Specialty  Products  business,  competition  within the two major product
categories,  sodium  bicarbonate and potassium  carbonate,  remained  intense in
2000.  Sodium  bicarbonate  sales  have been  impacted  for  several  years by a
nahcolite-based sodium bicarbonate manufacturer, which has been operating at the
lower end of the business and is making an effort to enter the higher end.  Late
in 2000, a new challenge  emerged with the entry of another  competitor into the
industrial sodium bicarbonate business. This competitor, a subsidiary of a major
natural  resources  company,  is using a new solution mining technology which is
capable of adding significant  capacity to an already  over-supplied  market. If
the technology is successful, it will tend to intensify competition even further
in this  market.  To  strengthen  its  competitive  position,  the  Company  has
completed  the  modernization  of its Green  River  facility  to provide  better
availability of specialized grades, and has increased its production capacity at
Old Fort. The Company is also increasing its R & D spending on health care, food
processing and other high-end  applications,  as well as alternative products to
compete  with the lower  end of the  market.  As for  potassium  carbonate,  the
Company expects imports of video glass and production from domestic suppliers to
affect U.S. demand in 2001 as it did in 2000.

During  the year,  the  Company  continued  to pursue  opportunities  to build a
specialized industrial cleaning business using our aqueous-based  technology. In
early 1999, the Company extended its alliance with Safety-Kleen Corp. to build a
specialty cleaning products business based on our technology and their sales and
distribution  organization.  The second year of this  alliance  was  impacted by
Safety-Kleen's  financial  difficulties  leading to a Chapter 11 filing in June,
and a major reorganization implemented during the second half of the year. While
this  opportunity  holds great  promise,  the outcome will not be known for some
time.


CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report contains  forward-looking  statements relating, among others,
to financial  objectives,  sales growth and cost improvement  programs.  Many of
these  statements  depend on factors  outside  the  Company's  control,  such as
economic conditions, market growth and consumer demand, competitive products and
pricing,  raw  material  costs and other  matters.  With  regard to new  product
introductions, there is particular uncertainty related to trade, competitive and
consumer reactions.  If the Company's  assumptions are incorrect,  or there is a
significant change in some of these key factors, the Company's performance could
vary materially from the forward-looking statements in this Report.

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Price Range and Dividends                   2000                                         1999
                                        -----------------------------------           -----------------------------------
                                            Low        High       Dividend                 Low        High      Dividend
....................................................................................................................................
<S>                                     <C>           <C>            <C>                <C>          <C>           <C>
1st Quarter                             $ 14.69       $ 27.75        $ 0.07             $ 16.50      $  22.81      $0.06
2nd Quarter                               16.00         20.88          0.07               19.03         23.13       0.06
3rd Quarter                               15.63         19.63          0.07               20.56         25.50       0.07
4th Quarter                               17.00         23.56          0.07               23.13         30.19       0.07
....................................................................................................................................
Full Year                               $ 14.69       $ 27.75        $ 0.28             $ 16.50      $  30.19      $0.26
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



Based on composite trades reported by the New York Stock Exchange.

Approximate  number of holders of Church & Dwight's  Common Stock as of December
31, 2000: 10,000.



<PAGE>


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Dollars in thousands, except per share data)


<TABLE>
<CAPTION>
Year ended December 31,                                                           2000              1999            1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>               <C>
Net Sales                                                                    $ 795,725          $740,181         $692,701
Cost of sales                                                                  450,321           414,486          386,912
....................................................................................................................................

Gross Profit                                                                   345,404           325,695          305,789
Advertising, consumer and trade promotion expenses                             178,614           176,123          182,206
Selling, general and administrative expenses                                    92,718            87,047           81,824
Impairment and other items                                                      21,911             6,617            2,766
Gain on sale of mineral rights                                                       -           (11,772)               -
Sale of technology                                                                   -                 -           (3,500)
....................................................................................................................................

Income from Operations                                                          52,161            67,680           42,493
Equity in earnings of affiliates                                                 3,011             6,366            5,276
Investment earnings                                                              2,032             1,216            1,348
Other income (expense)                                                            (187)              201             (278)
Interest expense                                                                (4,856)           (2,760)          (2,653)
....................................................................................................................................

Income before taxes                                                             52,161            72,703           46,186
Income taxes                                                                    18,315            26,821           15,897
Minority interest; net of taxes                                                    287               525                -
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                   $  33,559          $ 45,357         $ 30,289
------------------------------------------------------------------------------------------------------------------------------------

Weighted average shares outstanding (in thousands) - Basic                      38,321            38,792           38,734
Weighted average shares outstanding (in thousands) - Diluted                    39,933            41,043           40,050

------------------------------------------------------------------------------------------------------------------------------------
Net Income Per Share - Basic                                                    $  .88            $ 1.17           $  .78
Net Income Per Share - Diluted                                                  $  .84            $ 1.11           $  .76
------------------------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except per share data)


<TABLE>
<CAPTION>
December 31,                                                                             2000                       1999
------------------------------------------------------------------------------------------------------------------------------------
Assets
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                           <C>
Current Assets
Cash and cash equivalents                                                           $  21,573                     $19,765
Short-term investments                                                                  2,990                       4,000
Accounts receivable, less allowances of $2,052 and $1,552                              64,958                      64,505
Inventories                                                                            55,165                      72,670
Deferred income taxes                                                                  11,679                       8,221
Prepaid expenses                                                                        6,162                       6,622
....................................................................................................................................
Total Current Assets                                                                  162,527                     175,783
....................................................................................................................................
Property, Plant and Equipment (Net)                                                   168,570                     182,219
Notes Receivable                                                                            -                       3,000

Equity Investment in Affiliates                                                        19,416                      20,177
Long-term Supply Contracts                                                              8,152                       4,105
Goodwill and Other Intangibles                                                         83,974                      83,744
Other Assets                                                                           12,993                       7,278
....................................................................................................................................
Total Assets                                                                        $ 455,632                    $476,306
------------------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
------------------------------------------------------------------------------------------------------------------------------------
Current Liabilities
Short-term borrowings                                                               $  13,178                     $25,574
Accounts payable and accrued expenses                                                 129,268                     106,109
Current portion of long-term debt                                                         685                         685
Income taxes payable                                                                    6,007                       8,240
....................................................................................................................................
Total Current Liabilities                                                             149,138                     140,608
....................................................................................................................................
Long-term Debt                                                                         20,136                      58,107
Deferred Income Taxes                                                                  17,852                      20,416
Deferred and Other Long-term Liabilities                                               15,009                      11,860
Nonpension Postretirement and Postemployment Benefits                                  15,392                      15,145
Minority Interest                                                                       3,455                       3,437

Commitments and Contingencies

Stockholders' Equity
Preferred Stock-$1.00 par value
Authorized 2,500,000 shares, none issued                                                    -                           -
Common Stock-$1.00 par value
Authorized 100,000,000 shares,
issued 46,660,988 shares                                                               46,661                      46,661
Additional paid-in capital                                                             22,514                      18,356
Retained earnings                                                                     276,700                     253,885
Accumulated other comprehensive (loss)                                                 (9,389)                     (4,599)
....................................................................................................................................
                                                                                      336,486                     314,303
Common stock in treasury, at cost:
     8,283,086 shares in 2000 and
     7,805,152 shares in 1999                                                        (101,836)                    (87,021)
Due from shareholder                                                                        -                        (549)
....................................................................................................................................
Total Stockholders' Equity                                                            234,650                     226,733
....................................................................................................................................
Total Liabilities and Stockholders' Equity                                          $ 455,632                   $ 476,306
------------------------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flow
(Dollars in thousands)


<TABLE>
<CAPTION>
Year ended December 31,                                                           2000              1999             1998
------------------------------------------------------------------------------------------------------------------------------------
Cash Flow From Operating Activities
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>               <C>               <C>
Net Income                                                                    $ 33,559          $ 45,357          $30,289
Adjustments to reconcile net income to net
cash provided by operating activities:
    Depreciation, depletion and amortization                                    23,454            19,256           16,503
    Disposal of assets                                                          15,266             5,490            3,554
    Equity in earnings of affiliates                                            (3,011)           (6,366)          (5,276)
    Deferred income taxes                                                       (4,067)            1,888             (133)
    Gain on sale of mineral rights                                                   -           (11,772)               -
    Other                                                                         (151)              403               90

Change in assets and liabilities:
    (Increase) decrease in accounts receivable                                    (923)            2,661          (15,545)
    Decrease (increase )in inventories                                          17,110            (5,601)           2,053
    (Increase) decrease in prepaid expenses                                       (618)           (1,235)             455
    Increase in accounts payable                                                20,377             4,513            6,143
    Increase in income taxes payable                                               291             3,426            6,521
    Increase in other liabilities                                                1,472             6,025            3,505
....................................................................................................................................
Net Cash Provided by Operating Activities                                      102,759            64,045           48,159

Cash Flow From Investing Activities
------------------------------------------------------------------------------------------------------------------------------------
Decrease (increase) in short-term investments                                    1,009            (1,958)           1,951
Additions to property, plant and equipment                                     (21,825)          (33,112)         (27,123)
Purchase of USA Detergent common stock                                         (10,384)                -                -
Distributions from affiliates                                                    4,132             3,354            4,756
Investment in affiliates, net of cash acquired                                    (360)           (9,544)            (360)
Purchase of other assets                                                        (2,321)           (4,404)          (1,995)
Proceeds from note receivable                                                    3,000             6,869            4,131
Purchase of supply contract                                                     (2,500)                -           (2,750)
Other                                                                            2,058                 -                -
Proceeds from sale of mineral rights                                                 -            16,762                -
Purchase of new product lines                                                        -           (54,826)          (7,038)
Investment in note receivable                                                        -                 -           (3,000)
Acquisition of manufacturing facility                                                -                 -           (9,014)
....................................................................................................................................
Net Cash Used in Investing Activities                                          (27,191)          (76,859)         (40,442)

Cash Flow From Financing Activities
------------------------------------------------------------------------------------------------------------------------------------
(Repayments) proceeds from short-term borrowing                                (12,166)            5,349          (13,500)
Proceeds from stock options exercised                                            7,465             6,679            3,770
Purchase of treasury stock                                                     (20,484)           (9,116)         (10,269)
Payment of cash dividends                                                      (10,744)          (10,090)          (9,293)
(Repayments) proceeds from long-term borrowing                                 (37,831)           23,568           22,815
....................................................................................................................................
Net Cash (Used in) Provided by Financing Activities                            (73,760)           16,390           (6,477)

Net Change in Cash and Cash Equivalents                                          1,808             3,576            1,240
Cash and Cash Equivalents at Beginning of Year                                  19,765            16,189           14,949
....................................................................................................................................
Cash and Cash Equivalents at End of Year                                      $ 21,573          $ 19,765          $16,189
....................................................................................................................................

Cash paid during the year for:
    Interest (net of amounts capitalized)                                     $  4,838          $  2,831          $ 2,768
    Income taxes                                                                22,404            21,524            9,521

In 1999, the Company  purchased an additional 35% of the stock of QGN,  bringing
its total  ownership  position  to 75%.  In  conjunction  with the  acquisition,
liabilities were assumed as follows:

Fair value of assets                                                                            $ 22,699
Cash paid for stock                                                                               (9,034)
Liabilities assumed                                                                             $ 13,665
------------------------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(In thousands)


<TABLE>
<CAPTION>
Years ended December 31, 2000, 1999, 1998
------------------------------------------------------------------------------------------------------------------------------------
                               Number of Shares                                       Amounts
                              ------------------  ---------------------------------------------------------------------------------

<S>                          <C>      <C>       <C>      <C>          <C>         <C>       <C>           <C>         <C>
                                                                                              Accumulated
                                                                       Additional               Other         Due
                               Common  Treasury    Common   Treasury    Paid-In    Retained  Comprehensive   From      Comprehensive
                                Stock    Stock      Stock     Stock     Capital    Earnings  Income (loss) Shareholder    Income
------------------------------------------------------------------------------------------------------------------------------------
January 1, 1998               46,661    (7,786)  $ 46,661  $ (74,568)  $  10,766   $197,622     $  (591)   $  (549)
Net Income                         -         -          -          -          -      30,289           -          -        30,289
Translation adjustments            -         -          -          -          -          -         (191)         -          (191)
                                                                                                                        --------
Comprehensive Income                                                                                                      30,098
                                                                                                                          ------
Cash dividends                     -         -          -          -           -     (9,293)          -          -
Stock option plan
  transactions including
  related income tax benefit       -       428          -      2,474       2,278          -           -          -
Purchase of treasury stock         -      (694)         -    (10,269)         -           -           -          -
Other stock issuances              -        13          -         82         127          -           -          -
------------------------------------------------------------------------------------------------------------------------------------
December 31, 1998             46,661    (8,039)    46,661    (82,281)     13,171    218,618        (782)      (549)
Net Income                         -         -          -          -          -      45,357           -          -        45,357
Translation adjustments            -         -          -          -          -          -       (3,817)         -        (3,817)
                                                                                                                          ------
Comprehensive Income                                                                                                      41,540
                                                                                                                          ------
Cash dividends                     -         -          -          -           -    (10,090)          -          -
Stock option plan
  transactions including
  related income tax benefit       -       649          -      4,311       5,028          -           -          -
Purchase of treasury stock         -      (424)         -     (9,116)         -           -           -          -
Other stock issuances              -         9          -         65         157          -           -          -
------------------------------------------------------------------------------------------------------------------------------------
December 31, 1999             46,661    (7,805)    46,661    (87,021)     18,356    253,885      (4,599)      (549)
Net Income                         -         -          -          -           -     33,559           -          -        33,559
Translation adjustments            -         -          -          -           -          -      (1,599)         -        (1,599)

Available for sale securities      -         -          -          -           -          -      (3,191)         -        (3,191)
                                                                                                                          ------
Comprehensive Income                                                                                                      28,769
                                                                                                                          ------
Cash dividends                     -         -          -          -           -    (10,744)          -          -
Stock option plan
  transactions including
  related income tax benefit       -       702          -      5,629       4,081          -           -          -
Purchase of treasury stock         -    (1,185)         -    (20,484)         -           -           -          -
Other stock issuances              -         5          -         40          77          -           -          -
Repayment of shareholder loan      -         -          -          -           -          -           -        549
------------------------------------------------------------------------------------------------------------------------------------
December 31, 2000             46,661    (8,283)   $46,661  $(101,836)    $22,514   $276,700     $(9,389)   $     0
------------------------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
</TABLE>



<PAGE>



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 2000, Consumer
Products  represented  approximately  80%  and  Specialty  Products  20%  of the
Company's net sales. The Company does  approximately  88% of its business in the
United States.

Principles of Consolidation
---------------------------
The accompanying  consolidated  financial statements include the accounts of the
Company and its majority-owned  subsidiaries.  The Company's 50% interest in its
Armand Products Company joint venture,  the ArmaKleen  Company joint venture and
its 45% interest in  LifeRight  Foods LLC, a joint  venture to develop  enhanced
feeds made from natural  ingredients,  have been  accounted for under the equity
method of accounting.  During 1999, the Company  increased its ownership of QGN,
its  Brazilian  subsidiary  from 40% to 75%. The Brazilian  subsidiary  has been
consolidated  since May 1999 and was  previously  accounted for under the equity
method. 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.

Software
--------
Starting  in 1998,  the  Company  accounted  for  software  in  accordance  with
Statement of Position (SOP) 98-1 "Accounting for the Costs of Computer  Software
Developed  or  Obtained  for  Internal  Use."  The  SOP  requires  companies  to
capitalize  certain  costs of  developing  computer  software.  Amortization  is
provided by the  straight-line  method over the  estimated  useful  lives of the
software.

Long-Term Supply Contracts
--------------------------
Long-term supply contracts represent advance payments under multi-year contracts
with  suppliers of raw  materials  and finished  goods  inventory.  Such advance
payments are applied over the lives of the contracts.

Goodwill and Other Intangibles
------------------------------
Goodwill  recorded  prior to  November  1,  1970,  is not  being  amortized,  as
management  of the Company  believes  there has been no  diminution  in carrying
value.  Goodwill  and other  intangibles,  recorded  as part of the  Brillo  and
related  brand  acquisitions,  the  investment  in QGN and the bathroom  cleaner
product lines acquired in 1999, is being amortized  predominately  over 20 years
using the straight-line  method. The Company will be periodically  assessing the
recoverability  of the  cost of its  goodwill  based on a  review  of  projected
undiscounted cash flows of the related acquisitions.

Selected Operating Expenses
---------------------------
Research & development  costs in the amount of $19,363,000 in 2000,  $17,921,000
in 1999 and $16,448,000 in 1998, were charged to operations as incurred.

Earnings Per Share
------------------
Basic EPS is calculated based on income available to common shareholders and the
weighted-average  number of  shares  outstanding  during  the  reported  period.
Diluted EPS includes  additional  dilution from potential  common stock issuable
pursuant  to the  exercise  of stock  options  outstanding.  Antidilutive  stock
options,  in the  amounts  of 547,000  and  21,000 for 2000 and 1999,  have been
excluded.  There were no  antidilutive  options for 1998.  In 1999,  the Company
announced a 2 for 1 stock split.  Financial  information  contained elsewhere in
these financial  statements has been adjusted to reflect the impact of the stock
split.

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.

New Accounting Pronouncements
-----------------------------
The Company recognizes  revenue when product is shipped to trade customers.  The
Company has reviewed SEC Staff Accounting  Bulletin No. 101, Revenue Recognition
in Financial Statements, issued in December 1999, and has determined it will not
have a material effect on the Company's consolidated financial statements.

During the third  quarter,  the  Emerging  Issues Task Force  issued EITF 00-10,
"Accounting for Shipping and Handling Fees and Costs". This EITF issue addresses
income statement classification of amounts charged to customers for shipping and
handling,  as well as costs incurred related to shipping and handling.  The EITF
requires  amounts  invoiced to  customers  be  included as part of revenue.  The
related expense is classified in cost of sales. The Company's Specialty Products
Division  previously  offset amounts charged to customers in cost of sales. This
reclassification  amounted to $9.9  million,  $10.1  million and $8.3 million in
2000, 1999 and 1998, respectively.

The EITF issue was  effective  for the fourth  quarter  2000 and there is no net
income impact.  Financial  information  contained  elsewhere in these  financial
statements has been restated.

In June 1998,  The  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133 ("SFAS 133") "Accounting for Derivative
Instruments  and  Hedging   Activities."   This  Statement   requires  that  all
derivatives  be recorded in the  balance  sheet as either an asset or  liability
measured at fair value.  The Statement  requires that changes in a  derivative's
fair value be recognized  currently in earnings unless specific hedge accounting
criteria are met. In June 1999,  the FASB issued SFAS No. 137 which deferred the
effective  date of adoption of SFAS No. 133 for one year. The Company will adopt
SFAS No. 133 in the 2001  financial  statements.  The Company has evaluated this
Statement  and  has  determined  there  will  not be a  material  impact  on the
Company's consolidated financial statements.

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


2. fair value of financial instruments and risk management

The following  table presents the carrying  amounts and estimated fair values of
the Company's  financial  instruments  at December 31, 2000 and 1999.  Financial
Accounting  Standards  No.  107,  "Disclosures  About  Fair  Value of  Financial
Instruments,"  defines the fair value of a financial instrument as the amount at
which the instrument could be exchanged in a current transaction between willing
parties.


<TABLE>
<CAPTION>
(In thousands)                                                  2000                                      1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>                  <C>                  <C>
                                                   Carrying                Fair             Carrying                Fair
                                                    Amount                Value              Amount                Value
------------------------------------------------------------------------------------------------------------------------------------
Financial Assets:
    Short-term investments                         $   2,990           $   2,990             $  4,000           $   4,000
    Due from shareholder                                   -                   -                  549                 549
Financial Liabilities:
    Short-term borrowings                             13,178              13,178               25,574              25,574
    Current portion of long-term debt                    685                 685                  685                 685
Long-term debt                                        20,136              20,136               58,107              58,107
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

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, 2000 and 1999,  both the cost and market  value of the  investments
approximated each other.

Due from Shareholder
--------------------
The note receivable  approximated fair value because of its short maturity.  The
note was paid in full in 2000.

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

Long-term Debt and Current Portion of Long-term Debt
----------------------------------------------------
The Company estimates that based upon the Company's  financial  position and the
variable interest rate, the carrying value approximates fair value.

Risk Management
---------------
The Company enters into forward exchange  contracts to hedge anticipated but not
committed sales  denominated in Canadian dollar,  English pound and the Japanese
yen.  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 amounts  outstanding  at December  31, 2000 and 1999 of
"sell"  contracts,  translated into U.S.  dollars using the rates current at the
reporting  date,  were  $56,000  and  $3,944,000,  respectively.  The  Company's
accounting  policy is to value these  contracts at market value. At December 31,
2000 and 1999, the Company had immaterial unrealized gains.

The Company  entered into interest rate swap  agreements to reduce the impact of
changes  in  interest  rates on its  floating  rate  short-term  debt.  The swap
agreements are contracts to exchange  floating rate for fixed interest  payments
periodically  over  the  life of the  agreements  without  the  exchange  of the
underlying  notional  amounts.  As of December  31,  1999 and 2000,  the Company
entered into agreements for a notional  amount of $23,000,000  and  $20,000,000,
respectively,  swapping debt with a three month libor rate for a fixed  interest
rate that averages 6.2% and 7.2%, respectively. These swaps are accounted for on
an accrual basis with amounts to be paid or received  recognized as  adjustments
to interest  expense.  At December 31, 2000, the fair value of the interest rate
swaps was a liability of approximately $.4 million.


3. inventories


<TABLE>
<CAPTION>
Inventories are summarized as follows:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                     <C>
(In thousands)                                                                             2000                    1999
------------------------------------------------------------------------------------------------------------------------------------
Raw materials and supplies                                                               $ 18,696                 $25,698
Work in process                                                                                25                      22
Finished goods                                                                             36,444                  46,950
....................................................................................................................................
                                                                                         $ 55,165                 $72,670
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Inventories  valued on the LIFO method totaled  $49,226,000  and  $63,098,000 at
December  31,  2000 and 1999,  respectively,  and would have been  approximately
$2,922,000 and $3,225,000 higher,  respectively,  had they been valued using the
first-in, first-out (FIFO) method.


4. property, plant and equipment


<TABLE>
<CAPTION>
Property, plant and equipment consist of the following:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                    <C>
(In thousands)                                                                             2000                    1999
------------------------------------------------------------------------------------------------------------------------------------
Land                                                                                    $   5,546               $   5,741
Buildings and improvements                                                                 78,781                  85,411
Machinery and equipment                                                                   214,926                 221,783
Office equipment and other assets                                                          15,664                  15,434
Software                                                                                    5,355                   5,857
Mineral rights                                                                                304                     328
Construction in progress                                                                    6,463                   4,960
....................................................................................................................................
                                                                                          327,039                 339,514
Less accumulated depreciation, depletion and amortization                                 158,469                 157,295
....................................................................................................................................
Net property, plant and equipment                                                       $ 168,570               $ 182,219
....................................................................................................................................
</TABLE>


Depreciation,  depletion and amortization of property,  plant and equipment have
been  charged  to  operations  in the  amount of  $18,469,000,  $16,594,000  and
$14,646,000 in 2000, 1999 and 1998, respectively. Interest charges in the amount
of  $284,000,   $421,000  and  $381,000  were  capitalized  in  connection  with
construction projects in 2000, 1999 and 1998, respectively.


5. acquisitions

In 1997,  the Company  acquired a 40% interest in QGN. The  investment,  costing
approximately  $10.4 million,  was financed  internally and included goodwill of
approximately  $3.3  million.  The Company  exercised its option to increase its
interest to 75% during the second  quarter of 1999. The additional 35% ownership
cost  approximately  $9.1 million and included  goodwill of  approximately  $4.8
million.  Pro forma comparative  results of operations are not presented because
they  are not  materially  different  from the  Company's  reported  results  of
operations.

During the fourth  quarter of 1999,  the Company  entered the  bathroom  cleaner
category with the acquisition of two major brands,  CLEAN SHOWER and SCRUB FREE.
As part of the Scrub Free  transaction,  the Company also  acquired the DELICARE
fine fabric wash brand.  The combined  purchase price of both  transactions  was
approximately  $53.7 million,  was financed by the use of the Company's lines of
credit and  included  goodwill  and other  intangibles  of  approximately  $50.2
million.


6. ARMUS LLC joint venture

On June 14, 2000, the Company  announced it was forming a joint venture with USA
Detergents effective January 1, 2001, which will combine both Companies' laundry
detergent  businesses.  The new venture,  named ARMUS LLC,  encompasses Church &
Dwight's ARM & HAMMER Powder and Liquid Laundry  Detergents and USA  Detergents'
XTRA(R) Powder and Liquid Detergents and Nice'n FLUFFY(R) Liquid Fabric Softener
brands.

Under the terms of the agreement:

a.   Church & Dwight  purchased  1.4 million  shares of USA  Detergents'  common
     stock for $10.1  million or $7 per share and agreed to acquire a further 5%
     interest for $5 million. Church & Dwight purchased these shares on February
     7, 2001.

b.   The two partners  will combine the  marketing,  sales and  distribution  of
     their laundry detergents. Both companies will continue to operate their own
     plants and the  employees of each  company  will remain with their  current
     employer.

c.   Church & Dwight will have a majority on the venture's Board and the General
     Manager will be a Church & Dwight employee.

d.   Church & Dwight's share of the profits will range from 55% to 65% depending
     on the venture's profit level.

e.   Church & Dwight  has an  option to  purchase  USA  Detergents'  partnership
     interest  after 5 years  and  USA  Detergents  has an  option  to sell  its
     interest to C&D after 10 years.  In each case,  the purchase  price will be
     computed  using a  formula  based  on the  venture's  earnings  for the two
     previous years of operations.

The value of USA  Detergents'  stock on the date of closing was $6.8  million or
$4.75 per share.  The stock has been  classified  as  Available  for Sale and is
marked to market on each reporting date through other comprehensive  income, net
of applicable deferred income taxes.

The Company's agreement to purchase an additional 5% interest in USA Detergents'
stock,   i.e.  the  forward   contract,   is  marked  to  market  through  other
comprehensive income.

As a result of the above joint venture  agreement,  goodwill of $5.2 million has
been recorded and will be amortized over a period of 10 years.


<PAGE>
7. accounts payable and accrued expenses


<TABLE>
<CAPTION>
Accounts payable and accrued expenses consist of the following:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                      <C>
(In thousands)                                                                               2000                    1999
------------------------------------------------------------------------------------------------------------------------------------
Trade accounts payable                                                                   $ 52,452                 $46,950
Accrued marketing and promotion costs                                                      50,121                  39,867
Accrued wages and related costs                                                            10,305                   9,195
Accrued pension and profit-sharing                                                          6,881                   5,640
Other accrued current liabilities                                                           9,509                   4,457
....................................................................................................................................
                                                                                         $129,268                $106,109
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



8. short-term borrowings and long-term debt

The Company has  available  short-term  unsecured  lines of credit with  several
banks. The Company's  primary  domestic line of credit is $70 million,  of which
$10 million was utilized as of December 31, 2000; and $50 million of a long-term
revolving  credit  agreement,  of which $14 million was utilized at December 31,
2000. The weighted average interest rate on these borrowings at December 31,2000
was approximately 6.6%.

In addition,  the Company's Brazilian subsidiary has lines of credit which allow
it to borrow in its local  currency.  This  amounts to $8  million,  of which $3
million was utilized as of December 31, 2000. The weighted average interest rate
on these borrowing as December 31, 2000 was approximately 15.0%.


<TABLE>
<CAPTION>
Long-term debt and current portion of long-term debt consists of the following:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                     <C>
(In thousands)                                                                               2000                    1999
------------------------------------------------------------------------------------------------------------------------------------
Three-Year Unsecured Revolving Credit Loan due December 29, 2002                          $14,000                  $50,000
Various Debt from Brazilian Banks                                                           1,376                    2,662
Industrial Revenue Refunding Bond
    due in installments of $685 from 2000-2007 and $650 in 2008                             5,445                    6,130
....................................................................................................................................
                                                                                          $20,821                  $58,792
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The  Industrial  Revenue  Refunding  Bond  carries a variable  rate of  interest
determined   weekly,   based  upon  current  market  conditions  for  short-term
tax-exempt financing.  The average rate of interest charged in 2000 and 1999 was
4.0% and 3.5%,  respectively.  The interest rate  associated  with the revolving
credit loan is tied to the LIBOR rate and may be adjusted based on the Company's
financial performance. The average interest rate charged in 2000 was 6.7%.

The Brazilian subsidiary's long-term debt is due in installments of $1.2 million
in 2001 and 2002,  with the balance  due in 2003 and 2004.  The rate of interest
averages 16.3%.


<PAGE>
9. Income taxes


<TABLE>
<CAPTION>
The components of income before taxes are as follows:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                  <C>                   <C>
(In thousands)                                                           2000                  1999                  1998
------------------------------------------------------------------------------------------------------------------------------------
Domestic                                                             $ 47,675             $  66,740             $  43,197
Foreign                                                                 4,486                 5,963                 2,989
....................................................................................................................................
Total                                                                $ 52,161             $  72,703             $  46,186
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
The following table summarizes the provision for U.S. federal, state and foreign income taxes:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                  <C>                   <C>
(In thousands)                                                           2000                  1999                  1998
------------------------------------------------------------------------------------------------------------------------------------
Current:
    U.S. federal                                                     $ 18,734             $  19,395             $  12,214
    State                                                               2,918                 3,531                 2,754
    Foreign                                                               730                 2,007                 1,062
....................................................................................................................................
                                                                     $ 22,382             $  24,933             $  16,030
------------------------------------------------------------------------------------------------------------------------------------

Deferred:
    U.S. federal                                                     $ (3,801)            $   1,552             $     274
    State                                                              (1,047)                  358                  (424)
    Foreign                                                               781                   (22)                   17
....................................................................................................................................
                                                                     $ (4,067)            $   1,888             $    (133)
....................................................................................................................................
Total provision                                                      $ 18,315             $  26,821             $  15,897
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Deferred tax liabilities/(assets) consist of the following at December 31:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                   <C>
(In thousands)                                                                                 2000                  1999
------------------------------------------------------------------------------------------------------------------------------------
Current deferred tax assets:
    Marketing expenses, principally coupons                                               $  (5,382)            $  (5,065)
    Reserves and other liabilities                                                           (2,676)               (1,320)
    Accounts receivable                                                                      (3,380)               (1,339)
    Other                                                                                      (241)                 (497)
....................................................................................................................................
    Total current deferred tax assets                                                       (11,679)               (8,221)
....................................................................................................................................
    Nonpension postretirement and postemployment benefits                                    (5,787)               (6,124)
    Capitalization of items expensed                                                         (5,307)               (5,010)
    Reserves and other liabilities                                                           (6,927)                    -
    Investment valuation difference                                                          (1,923)                    -
    Loss carryfoward of foreign subsidiary(1)                                                (5,230)               (6,636)
    Foreign exchange translation adjustment                                                  (2,330)               (1,789)
    Valuation allowance                                                                       7,560                 8,425
    Depreciation and amortization                                                            36,828                31,608
    Other                                                                                       968                   (58)
....................................................................................................................................
    Net noncurrent deferred tax liabilities                                                  17,852                20,416
....................................................................................................................................
Net deferred tax liability                                                                $   6,173             $  12,195
....................................................................................................................................
</TABLE>




<TABLE>
<CAPTION>
The  difference  between tax expense and the  "expected"  tax which would result
from the use of the federal statutory rate is as follows:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                    <C>                   <C>
(In thousands)                                                           2000                  1999                  1998
------------------------------------------------------------------------------------------------------------------------------------
Statutory rate                                                             35%                   35%                   35%
Tax which would result from use of the federal statutory rate         $18,256               $25,446               $16,165
....................................................................................................................................
Depletion                                                                (398)                 (466)                 (490)
Research & development credit                                            (350)                 (200)                 (200)
State and local income tax, net of federal effect                       1,216                 2,528                 1,515
Varying tax rates of foreign affiliates                                   (87)                 (103)                  142
Recognition of foreign affiliate losses                                     -                     -                  (996)
Other                                                                    (322)                 (384)                 (239)
....................................................................................................................................
                                                                           59                 1,375                  (268)
....................................................................................................................................
Recorded tax expense                                                  $18,315               $26,821               $15,897
....................................................................................................................................
Effective tax rate                                                       35.1%                 36.9%                 34.4%
------------------------------------------------------------------------------------------------------------------------------------

(1)  The loss carryfoward existed at the date of acquisition. Any recognition of this benefit will be an adjustment to Goodwill.
</TABLE>



10. pension and nonpension postretirement benefits

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, is consistent with federal funding requirements.

The Company maintains unfunded plans which provide medical benefits for eligible
domestic retirees and their dependents.  The Company accounts for these benefits
in accordance  with  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.

<PAGE>

<TABLE>
<CAPTION>
The following table provides  information on the status of the plans at December 31:
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Nonpension
                                                                                                       Postretirement
                                                                       Pension Plans                    Benefit Plans
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>              <C>             <C>
(In thousands)                                                     2000           1999                2000           1999
------------------------------------------------------------------------------------------------------------------------------------
Change in Benefit Obligation:
    Benefit obligation at beginning of year                    $ 14,676        $15,403           $   9,654       $  9,548
    Service cost                                                    433            440                 397            477
    Interest cost                                                 1,090          1,008                 682            647
Plan amendments                                                   2,172(1)          21                   -              -
    Actuarial loss (gain)                                           704         (1,470)                (66)          (325)
    Benefits paid                                                  (758)          (726)               (450)          (693)
....................................................................................................................................
Benefit obligation at end of year                              $ 18,317        $14,676           $  10,217       $  9,654
------------------------------------------------------------------------------------------------------------------------------------
Change in Plan Assets:
    Fair value of plan assets at beginning of year             $ 20,311        $15,789           $       -       $      -
    Actual return on plan assets (net of expenses)                 (688)         5,201                   -              -
    Employer contributions                                           65             47                 450            693
    Benefits paid                                                  (758)          (726)               (450)          (693)
....................................................................................................................................
Fair value of plan assets at end of year                       $ 18,930        $20,311           $       -       $      -
------------------------------------------------------------------------------------------------------------------------------------
Reconciliation of the Funded Status:
    Funded status                                              $    614         $5,635           $ (10,217)      $ (9,654)
    Unrecognized transition obligation                                -              3                   -              -
Unrecognized prior service cost (benefit)                           147            177                (950)        (1,055)
    Unrecognized actuarial gain                                  (2,627)        (6,182)             (3,209)        (3,355)
    Loss due to currency fluctuations                                52             39                   -              -
....................................................................................................................................
Net amount recognized at end of year                           $ (1,814)        $ (328)          $ (14,376)      $(14,064)
------------------------------------------------------------------------------------------------------------------------------------

Amounts recognized in the statement of financial position consist of:
    Prepaid benefit cost                                       $    977       $    663           $       -       $      -
    Accrued benefit liability                                    (2,791)          (991)            (14,376)       (14,064)
....................................................................................................................................
Net amount recognized at end of year                           $ (1,814)      $   (328)          $ (14,376)      $(14,064)
------------------------------------------------------------------------------------------------------------------------------------

Weighted-average assumptions as of December 31:
Discount rate                                                     7.25%          7.50%                7.25%         7.50%
Rate of compensation increase                                     5.00%          5.00%                   -             -
Expected return on plan assets                                    9.25%          9.25%                   -             -
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
Net Pension and Net  Postretirement  Benefit  Costs  consisted of the  following
components:
------------------------------------------------------------------------------------------------------------------------------------
                                                        Pension Costs                             Postretirement Costs
------------------------------------------------------------------------------------------------------------------------------------

(In thousands)                                   2000        1999        1998                 2000        1999       1998
------------------------------------------------------------------------------------------------------------------------------------
Components of Net Periodic Benefit Cost:
<S>                                              <C>         <C>         <C>                <C>         <C>        <C>
  Service cost                                   $ 433       $ 440       $  396             $ 397       $ 477      $ 446
  Interest cost                                  1,090       1,008          977               682         647        592
Expected return on plan assets                  (1,843)     (1,433)      (1,291)                -           -          -
  Amortization of transition obligation              3           4            4                 -           -          -
  Amortization of prior service cost                30          29           28              (105)       (105)      (105)
Recognized actuarial (gain) or loss               (334)        (27)         (13)             (212)       (144)      (215)
....................................................................................................................................
Net periodic benefit cost (income)               $(621)(1)   $  21       $  101             $ 762       $ 875      $ 718
------------------------------------------------------------------------------------------------------------------------------------

(1)The benefit obligation for the plan amendment referred to in the table on the
previous page relates to the offering to Syracuse plant employees a cash balance
benefit in connection with the Syracuse plant shutdown. Accordingly, the related
expense of $2,172  million is  included  in  Impairment  and other  items in the
accompanying statement of income. See note 13.
</TABLE>


The pension plan assets primarily  consist of equity mutual funds,  fixed income
funds and a guaranteed investment contract fund. 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
8.5% in 2000,  and ranging to 5.0% in 2007.  The  Company  has a maximum  annual
benefit based on years of service for those over 65 years of age.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
(In thousands)                                                                                   2000                1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                 <C>
Effect of 1% increase in health-care cost trend rates on:
Postretirement benefit obligation                                                               $ 708               $ 697
Total of service cost and interest cost component                                                  85                  93
Effect of 1% decrease in health-care cost trend rates on:
Postretirement benefit obligation                                                                (627)               (615)
Total of service cost and interest cost component                                                 (74)                (80)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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 $3,628,000,  $4,481,000 and $4,340,000 in 2000,
1999 and 1998, 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 $1,342,000, $1,327,000
and $1,097,000 in 2000, 1999 and 1998, respectively.


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.  In early 1998, the Company made a special option award to
31 executives and key managers.  This award,  amounting to approximately 444,000
shares,  vested at various stock prices ranging from $18 to $25 a share. A grand
total of  7,000,000  shares of the  Company's  common  stock is  authorized  for
issuance for the exercise of stock options.


<TABLE>
<CAPTION>
Stock option transactions for the three years                           Number of            Weighted Avg.
ended December 31, 2000 were as follows:                                 Shares             Exercise Price
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                     <C>
Outstanding at January 1, 1998                                         4,382,910               $10.69
    Grants                                                             1,147,400                13.76
    Exercised                                                            428,000                 8.82
    Cancelled                                                             65,900                12.99
....................................................................................................................................
Outstanding at December 31, 1998                                       5,036,410                11.52
    Grants                                                               579,000                20.94
    Exercised                                                            649,116                10.29
    Cancelled                                                             83,500                12.84
....................................................................................................................................
Outstanding at December 31, 1999                                       4,882,794                12.78
    Grants                                                               783,850                17.23
    Exercised                                                            701,847                10.64
    Cancelled                                                             24,900                16.95
....................................................................................................................................
Outstanding at December 31, 2000                                       4,939,897                13.69

</TABLE>

At December 31, 2000, 1999 and 1998,  2,985,147  options,  3,499,380 options and
2,256,864 options were exercisable.

The table  below  summarizes  information  relating to options  outstanding  and
exercisable at December 31, 2000.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                           Options Outstanding                                                    Options Exercisable
------------------------------------------------------------------------------------------------------------------------------------
                                        Weighted                                                               Weighted
                                         Average         Weighted Avg.                                          Average
  Exercise             Options          Exercise           Remaining                       Options             Exercise
   Prices            Outstanding          Price        Contractual Life                  Exercisable             Price
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                  <C>                <C>                         <C>                   <C>
$ 7.50 - $10.00       451,585            $  8.73            3.9  years                    451,585              $ 8.73
$10.01 - $12.50     1,643,496              10.77            6.3                         1,639,896               10.77
$12.51 - $15.00     1,331,666              13.62            5.1                           701,466               13.55
$15.01 - $17.50       903,000              16.86            7.5                           192,200               16.06
$17.51 - $25.00       590,150              20.50            8.1                                 -                   -
$25.01 - $35.00        20,000              27.81            8.9                                 -                   -
------------------------------------------------------------------------------------------------------------------------------------
                    4,939,897             $13.69            5.7                         2,985,147              $11.45
</TABLE>


The  fair-value  of  options  granted  in 2000,  1999  and  1998 is  $5,626,000,
$4,447,000, and $4,658,000, respectively and the weighted average fair-value per
share of  options  granted  in 2000,  1999 and 1998 is $7.18,  $7.68 and  $4.06,
respectively.

The  fair-value  of options  granted in 2000,  1999 and 1998 is estimated on the
date the options are granted  based on the Black  Scholes  option-pricing  model
with the following weighted-average assumptions:


<TABLE>
<CAPTION>
                                                                 2000                    1999                    1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                     <C>                      <C>
Risk-free interest rate                                          6.6%                    6.0%                     5.7%
Expected life                                                    6.0 years               6.0 years                6.1 years
Expected volatility                                             38.8%                   30.0%                    25.6%
Dividend yield                                                   1.6%                    1.2%                     1.8%
</TABLE>


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
$2,577,000, $2,037,000 and $1,831,000 for 2000, 1999 and 1998, respectively. The
Company's pro forma net income and pro forma net income per share for 2000, 1999
and 1998 would have been as follows:



<TABLE>
<CAPTION>
(In thousands, except for per share data)
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                          2000                    1999                     1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                     <C>                       <C>
As reported                                                      $33,559                 $45,357                   $30,289
Pro forma                                                         30,982                  43,320                    28,458

Net Income per Share: basic
------------------------------------------------------------------------------------------------------------------------------------
As reported                                                        $ .88                   $1.17                    $ .78
Pro forma                                                            .81                    1.12                      .74

Net Income per Share: diluted
------------------------------------------------------------------------------------------------------------------------------------
As reported                                                        $ .84                   $1.11                    $ .76
Pro forma                                                            .78                    1.06                      .71
</TABLE>







12. gain on the sale of mineral rights

The Company sold most of its trona mineral  leases in Wyoming for  approximately
$22.5 million to Solvay  Minerals,  Inc.,  resulting in a gain of  approximately
$11.8  million.  The  terms of the note  recorded  as part of the sale  included
annual payments  beginning on January 5, 1999 and concluding on January 5, 2011.
The Company  received its initial  payment of $3.0 million and assigned and sold
the note for the present  value of the  remaining  payments  net of expenses for
approximately $13.8 million.


13. impairment and other items

During the third quarter of 2000, the Company recorded a pre-tax charge of $21.9
million  relating to three major  elements:  a $14.3  million  write-down of the
Company's  Syracuse  N.Y.  manufacturing  facility,  a $2.1  million  charge for
potential carrying and site clearance costs, and a $5.5 million severance charge
(including  $2.2 million  pension plan  amendment)  related to both the Syracuse
shutdown  and the sales force  reorganization.  The  Company  expects to incur a
further $1.9 million in additional  depreciation  from the plant shutdown and an
estimated $3 million in  integration  costs over the next 9 to 12 months.  These
additional  charges,  most of which will flow through cost of sales,  will bring
the total one-time cost to approximately  $27 million.  The cash portion of this
one-time cost, however, will be less than $5 million after tax.

During  1999,  the  Company  recorded  a  pre-tax  charge  of $6.6  million  for
impairment  and certain other items  relating to a planned plant  shutdown which
included the  rationalization  of both  toothpaste and powder laundry  detergent
production.

Components  of the  outstanding  reserve  balance  included in accounts  payable
accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                                                         Impairment
                                                 Reserves at             and Other            Adjustments      Reserves at
(In thousands)                                  Dec. 31, 1999             Charges              Payments       Dec. 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>                  <C>                <C>
Severance and other charges                           $ 268                $ 5,458              $  (487)           $5,239
Fixed asset write-down and
    Demolition                                            -                 16,453              (14,324)            2,129
....................................................................................................................................
                                                      $ 268                $21,911             $(14,307)           $7,368
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The  severence  charge in 2000 is for  approximately  140  people and in 1999 74
people.

During the fourth quarter of 1998,  the Company  ceased  operation of its sodium
bicarbonate  facility in  Venezuela.  The  write-off,  consisting  primarily  of
property,  plant,  equipment  and  inventory,  amounted  to a pre-tax  charge of
$2,766,000. This charge included approximately $200,000 of severance and related
costs, and at December 31, 2000, no liability exists.  Partially offsetting this
were related tax loss  benefits,  which reduced the net charge to  approximately
$600,000 or $0.015 per diluted share.


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 August 27, 1999,  the Board of Directors  adopted a  Shareholder  Rights Plan
(the Plan) that  essentially  reinstates a  Shareholder  Rights Plan  originally
enacted in 1989,  which had  terminated.  In connection with the adoption of the
Plan,  the Board  declared a dividend of one preferred  share purchase right for
each  outstanding  share of  Company  Common  Stock.  Each  right,  which is not
presently  exerciseable,  entitles the holder to purchase one one-hundredth of a
share of Junior  Participating  Preferred Stock at an exercise price of $200.00.
In the event that any person acquires 20% or more of the  outstanding  shares of
Common Stock,  each holder of a right (other than the acquiring person or group)
will be entitled to receive,  upon payment of the exercise price, that number of
shares of Common  Stock  having a market  value equal to two times the  exercise
price. In order to retain  flexibility  and the ability to maximize  shareholder
value in the  event of  unknown  future  transactions,  the  Board of  Directors
retains the power to redeem the rights for a set amount.

The rights were issued on September 13, 1999,  payable to shareholders of record
at the close of business on that date.  The rights will expire on September  13,
2009.

15. commitments and contingencies

a. Rent  expense  amounted  to  $2,794,000  in  2000,  $2,715,000  in  1999  and
   $2,821,000 in 1998. The Company is obligated for minimum annual rentals under
   non-cancelable long-term operating leases as follows:


<TABLE>
<CAPTION>
(In thousands)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                   <C>
                                                                                             2001                  $3,070
                                                                                             2002                   1,937
                                                                                             2003                     436
                                                                                             2004                     177
                                                                                             2005                      86
....................................................................................................................................
Total future minimum lease commitments                                                                             $5,706
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

c. The Company,  in the ordinary  course of its business,  is the subject of, or
   party to, various pending or threatened  legal actions.  The Company believes
   that any  ultimate  liability  arising  from  these  actions  will not have a
   material adverse effect on its financial position or results of operation.


16. segments

Segment Information
The  Company  has  two  operating  segments:  Consumer  Products  and  Specialty
Products.  The Consumer Products segment comprises packaged goods primarily sold
to retailers.  The Specialty  Products segment includes chemicals sold primarily
to industrial and agricultural markets.

Measurement of Segment Results and Assets
The  accounting  policies  of the  segments  are  generally  the  same as  those
described in the summary of significant  accounting  policies with the exception
of:

a.   The Companies'  portion of the Armand Products and ArmaKleen joint ventures
     are consolidated into the Specialty Products segment results.  Accordingly,
     they are not accounted for by the equity method.

b. The administrative  costs of the production  planning and logistics functions
   are included in segment SG&A expenses, but are elements of cost of goods sold
   in the Company's Consolidated Statement of Income.

The  Company  evaluates  performance  based on  operating  profit.  There are no
intersegment sales.

Factors used to Identify Segments
---------------------------------
The Company's segments are strategic business units with distinct differences in
product  application  and customer base.  They are managed by separate sales and
marketing organizations.

<PAGE>

<TABLE>
<CAPTION>
                                                       Unconsolidated         (3)                (4)
            Consumer       Specialty       Subtotal      Affiliates     Corporate       Adjustments       Total
------------------------------------------------------------------------------------------------------------------------------------
Net Sales
<S>       <C>             <C>            <C>            <C>               <C>          <C>            <C>
2000       $634,119        $186,637       $820,756       $(25,031)              -             -        $795,725
1999        586,944         179,719        766,663        (26,482)              -             -         740,181
1998        560,201         153,452        713,653        (20,952)              -             -         692,701
------------------------------------------------------------------------------------------------------------------------------------
Gross Profit
2000        302,555          55,907        358,462         (7,807)              -        (5,251)        345,404
1999        285,036          57,346        342,382        (10,175)              -        (6,512)        325,695
1998        266,685          52,695        319,380         (6,673)              -        (6,918)        305,789
------------------------------------------------------------------------------------------------------------------------------------
Advertising, Consumer and Trade Promotion Expenses
2000        175,829           3,108        178,937           (323)              -             -         178,614
1999        173,856           2,647        176,503           (380)              -             -         176,123
1998        179,173           3,098        182,271            (65)              -             -         182,206
------------------------------------------------------------------------------------------------------------------------------------
Selling, General and Administrative Expenses
2000         73,974          28,181        102,155         (4,186)              -        (5,251)         92,718
1999         69,628          27,311         96,939         (3,380)              -        (6,512)         87,047
1998         60,638          29,292         89,930         (1,188)              -        (6,918)         81,824
------------------------------------------------------------------------------------------------------------------------------------
Operating Profit
2000         52,753          24,252         77,005         (2,933)              -       (21,911)         52,161
1999         41,554          27,254         68,808         (6,283)              -         5,155          67,680
1998         30,374 (1)      20,305         50,679         (5,420)              -        (2,766)         42,493
------------------------------------------------------------------------------------------------------------------------------------
Identifiable Assets (2)
2000        282,678         143,112        425,790              -          29,842             -         455,632
1999        309,366         139,831        449,197              -          27,109             -         476,306
1998        251,528         115,872        367,400              -          24,038             -         391,438
------------------------------------------------------------------------------------------------------------------------------------
Capital Expenditures
2000         13,744           8,081         21,825              -               -             -          21,825
1999         23,526           9,586         33,112              -               -             -          33,112
1998         27,010           9,127         36,137              -               -             -          36,137
------------------------------------------------------------------------------------------------------------------------------------
Depreciation, Depletion and Amortization
2000         16,371           7,083         23,454              -               -             -          23,454
1999         12,988           6,268         19,256              -               -             -          19,256
1998         10,919           5,584         16,503              -               -             -          16,503
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Included in the 1998 operating profit of the Consumer  Products segment is a
one-time  gain  of  $3,500,000  relating  to the  sale  of  technology.  (2) The
Specialty Products segment's  identifiable  assets include equity of investments
in affiliates in the amounts of  $19,416,000,  $20,177,000  and  $27,751,000 for
2000, 1999 and 1998, respectively.  (3) Corporate assets include excess cash and
investments not used for segment  operating needs and deferred income taxes. (4)
Adjustments  reflect  reclassification  of  production  planning  and  logistics
administrative  costs between gross profit and SG&A expenses,  in 1998 the plant
shutdown charge, in 1999 the gain on sale of mineral reserves and the impairment
and other items charges and in 2000 the Syracuse shutdown and other charges.


<TABLE>
<CAPTION>
Product line net sales data is as follows:
------------------------------------------------------------------------------------------------------------------------------------
           Laundry and     Oral and
            Household      Personal                       Specialty      Animal       Specialty   Unconsolidated
            Cleaners         Care         Deodorizing     Chemicals     Nutrition     Cleaners      Affiliates      Total
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>             <C>            <C>             <C>            <C>           <C>           <C>          <C>
2000       $308,934        $155,782       $169,403        $110,671       $67,880       $ 8,086       $(25,031)    $795,725
1999        270,112         159,782        157,050         105,499        64,423         9,797        (26,482)     740,181
1998        262,959         160,813        136,429          87,808        53,039        12,605        (20,952)     692,701
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Geographic Information
Approximately  88% of net  sales  in 2000,  89% in 1999 and 91% in 1998  were to
customers in the United States,  and  approximately  88% of long-lived assets in
2000, 89% in 1999 and 95% in 1998 were located in the U.S.

Customers
A group of three Consumer Products customers  accounted for approximately 21% of
consolidated net sales in 2000,  including a single customer which accounted for
approximately 13%. A group of three customers accounted for approximately 20% of
consolidated  net sales in 1999 including a single  customer which accounted for
approximately 12%. This group accounted for 16% in 1998.


17. unaudited quarterly financial information


<TABLE>
<CAPTION>
(In thousands, except for per share data)
------------------------------------------------------------------------------------------------------------------------------------
                                      First               Second              Third             Fourth              Full
                                     Quarter              Quarter            Quarter            Quarter             Year
------------------------------------------------------------------------------------------------------------------------------------
2000
----
<S>                                 <C>                <C>                 <C>                 <C>                 <C>
Net sales                            $193,939           $202,415            $202,451            $196,920            $795,725
Gross profit                           84,477             89,842              90,144              80,941             345,404
Income (loss) from operations          18,664             19,341              (1,694)             15,850              52,161
Equity in earnings of affiliates          854                324                 855                 978               3,011
Net income (loss)                      11,732             12,375              (1,236)             10,688              33,559
Net income (loss) per share - basic*    $ .30              $ .32              $ (.03)              $ .28               $ .88
Net income (loss) per share - diluted   $ .29              $ .31              $ (.03)              $ .27               $ .84
------------------------------------------------------------------------------------------------------------------------------------
1999
----
Net sales                            $177,116           $189,029            $188,521            $185,515            $740,181
Gross profit                           77,118             83,912              84,974              79,691             325,695
Income from operations                 17,974             14,976              17,563              17,167              67,680
Equity in earnings of affiliates        2,020              1,929               1,372               1,045               6,366
Net income                             12,365             10,456              11,379              11,157              45,357
Net income per share - basic            $ .32              $ .27               $ .29               $ .29               $1.17
Net income per share - diluted          $ .30              $ .26               $ .28               $ .27               $1.11
------------------------------------------------------------------------------------------------------------------------------------
1998
----
Net sales                            $154,024           $175,374            $179,015            $184,288            $692,701
Gross profit                           67,618             78,590              79,163              80,418             305,789
Income from operations                  8,454             11,337              12,021              10,681              42,493
Equity in earnings of affiliates        1,224              1,739               1,207               1,106               5,276
Net income                              5,896              7,873               7,834               8,686              30,289
Net income per share - basic            $ .15              $ .21               $ .20               $ .22               $ .78
Net income per share - diluted          $ .15              $ .19               $ .20               $ .22               $ .76
------------------------------------------------------------------------------------------------------------------------------------
*Sum of quarters does not equal annual amount due to rounding.
</TABLE>



independent auditors' report
----------------------------


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

We have audited the accompanying  consolidated balance sheets of Church & Dwight
Co., Inc., and subsidiaries  (the Company) as of December 31, 2000 and 1999, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows for each of the three years in the period ended  December 31, 2000.  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 auditing standards generally accepted
in the  United  States of  America.  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 the Company at December 31, 2000
and 1999,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 2000 in conformity  with accounting
principles generally accepted in the United States of America.



Deloitte & Touche LLP
Parsippany, New Jersey
February 23, 2001





<PAGE>


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Eleven-Year Financial Review
(Dollars in millions, except per share data)


<TABLE>
<CAPTION>
Operating Results                   2000     1999     1998     1997     1996     1995     1994     1993     1992    1991     1990
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>      <C>
Net sales:
Consumer Products                  $634.1    586.9    560.2    459.0    417.6    380.6    393.0    410.4    409.3   386.1    331.1
Specialty Products                  161.6    153.3    132.5    124.6    119.0    114.4    106.4    104.9     94.7    87.1     86.3
Total                               795.7    740.2    692.7    583.6    536.6    495.0    499.4    515.3    504.0   473.2    417.4
....................................................................................................................................
Marketing                          $178.6    176.1    182.2    148.3    136.3    120.0    131.3    126.3    123.0    94.9     71.3
....................................................................................................................................
Research & development             $ 19.4     17.9     16.4     15.8     17.8     18.5     20.6     21.2     17.8    13.4     12.3
....................................................................................................................................
Income from operations             $ 52.2     67.7     42.5     30.6     27.3      8.4      1.5     35.6     37.7    34.0     28.9
% of sales                           6.6%     9.1%     6.1%     5.2%     5.1%     1.7%      .3%     6.9%     7.5%    7.2%     6.9%
....................................................................................................................................
Net income                         $ 33.6     45.4     30.3     24.5     21.2     10.2      6.1     26.3     29.5    26.5     22.5
------------------------------------------------------------------------------------------------------------------------------------
Net income per share - basic       $  .88     1.17      .78      .63      .55      .26      .16      .65      .73     .65      .53
------------------------------------------------------------------------------------------------------------------------------------
Net income per share - diluted     $  .84     1.11      .76      .61      .54      .26      .16      .64      .71     .65      .53
------------------------------------------------------------------------------------------------------------------------------------

Financial Position
------------------------------------------------------------------------------------------------------------------------------------
Total assets                       $455.6    476.3    391.4    351.0    308.0    293.2    294.5    281.7    261.0   244.3    249.2
Total debt                           34.0     84.4     48.8     39.5      7.5     12.5     32.5      9.6      7.7     7.8     31.0
Stockholders' equity                234.7    226.7    194.8    179.3    165.3    153.7    153.9    169.4    159.1   139.2    118.7
....................................................................................................................................
Total debt as a %
   of total capitalization            13%      27%      20%      18%       4%       8%      17%       5%       5%      5%      21%
------------------------------------------------------------------------------------------------------------------------------------

Other Data
------------------------------------------------------------------------------------------------------------------------------------
Average common shares
  outstanding-basic (In thousands) 38,321   38,792   38,734   38,922   39,068   39,134   39,412   40,446  40,676   39,662   40,910
....................................................................................................................................
Return on average
   stockholders' equity             14.5%    21.5%    16.2%    14.2%    13.3%     6.6%     3.8%    16.0%    19.8%   20.5%    19.5%
Return on average capital           12.7%    17.0%    13.8%    12.8%    12.7%     6.2%     3.6%    15.3%    19.0%   18.5%    15.7%
....................................................................................................................................
Cash dividends paid                $ 10.7     10.1      9.3      9.0      8.6      8.6      8.7      8.5      7.7     6.7      6.1
Cash dividends paid
   per common share                $  .28      .26      .24      .23      .22      .22      .22      .21      .19     .17      .15
....................................................................................................................................
Stockholders' equity
   per common share                $ 6.12     5.84     5.05     4.62     4.25     3.94     3.94     4.22     3.91    3.43     2.94
....................................................................................................................................
Additions to property,
   plant and equipment             $ 21.8     33.1     27.1      9.9      7.1     19.7     28.4     28.8     12.5    19.3     10.0
Depreciation and
   amortization                    $ 23.5     19.3     16.5     14.2     13.6     13.1     11.7     10.6      9.8     9.5      8.9
...................................................................................................................................
Employees at year-end               1,439    1,324    1,127    1,137      937      941    1,028    1,096    1,092   1,081      994
Statistics per employee:*
(In thousands)
   Sales                           $  650      643      615      513      573      526      486      470      462     438      420
   Operating earnings                  42       57       38       27       29        9        1       33       35      31       29
-----------------------------------------------------------------------------------------------------------------------------------
*2000 and 1999 results reflect sales and earnings for U.S. operations only.
</TABLE>






<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                  1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   DEC-31-2000
<CASH>                                         21,573
<SECURITIES>                                   2,990
<RECEIVABLES>                                  67,010
<ALLOWANCES>                                   2,052
<INVENTORY>                                    55,165
<CURRENT-ASSETS>                               162,527
<PP&E>                                         327,039
<DEPRECIATION>                                 158,469
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<CURRENT-LIABILITIES>                          149,138
<BONDS>                                        20,136
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<COMMON>                                       46,661
<OTHER-SE>                                     187,989
<TOTAL-LIABILITY-AND-EQUITY>                   455,632
<SALES>                                        795,725
<TOTAL-REVENUES>                               795,725
<CGS>                                          450,321
<TOTAL-COSTS>                                  270,632
<OTHER-EXPENSES>                               21,911
<LOSS-PROVISION>                               700
<INTEREST-EXPENSE>                             4,856
<INCOME-PRETAX>                                52,161
<INCOME-TAX>                                   18,315
<INCOME-CONTINUING>                            33,559
<DISCONTINUED>                                 0
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<CHANGES>                                      0
<NET-INCOME>                                   33,559
<EPS-BASIC>                                    0.88
<EPS-DILUTED>                                  0.84
        

</TABLE>