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

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

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994      COMMISSION FILE NUMBER 1-10585 

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

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

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

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

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

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

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

                                                         NAME OF EACH EXCHANGE
       TITLE OF EACH CLASS                                ON WHICH REGISTERED
    Common Stock, $1 par value                          New York Stock Exchange
  Preferred Stock Purchase Rights                       New York Stock Exchange

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes   X         No      
                                        -----          -----

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

As of February 24, 1995, 19,531,735 shares of Common Stock held by
non-affiliates were outstanding with an aggregate market value of approximately
$356 million. The aggregate market value is based on the closing price of such
stock on the New York Stock Exchange on February 24, 1995.

                      DOCUMENTS INCORPORATED BY REFERENCE:

        PARTS II AND IV           Portions of registrant's 1994 Annual Report 
                                  to Stockholders.
                                  


        PART III                  Portions of registrant's Notice of Annual 
                                  Meeting to be held on May 11, 1995 and Proxy 
                                  Statement.

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<PAGE>   2



                              TABLE OF CONTENTS


                                     PART I

<TABLE>
<CAPTION>

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



                                    PART II

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



                                    PART III

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


                                    PART IV

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



<PAGE>   3




                                     PART I


ITEM 1.     BUSINESS

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

     The Company sells its products, primarily under the ARM & HAMMER(R)
trademark, to consumers through supermarkets, drug stores and mass
merchandisers; and to industrial customers and distributors. ARM & HAMMER is the
registered trademark for a line of consumer products which includes ARM & HAMMER
Baking Soda, ARM & HAMMER DENTAL CARE(R), ARM & HAMMER Carpet Deodorizer, ARM &
HAMMER Deodorizing Air Freshener, ARM & HAMMER Powder and Liquid Laundry
Detergent and ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda. The ARM &
HAMMER trademark is also used for a line of chemical products, the most
important of which are sodium bicarbonate, ammonium bicarbonate, sodium
sesquicarbonate, ARM & HAMMER MEGALAC(R) Rumen Bypass Fat and ARMEX(R) Blast
Media. In 1994, consumer products represented 80% and specialty products 20% of
the Company's sales. The Company does approximately 95% of its business in the
U.S. and Canada.

CONSUMER PRODUCTS

     PRINCIPAL PRODUCTS

     The Company's founders first marketed baking soda in 1846 for use in home
baking. The ARM & HAMMER trademark was adopted in 1878. Today, this product is
known for a wide variety of uses in the home, including as a refrigerator and
freezer deodorizer, scratchless cleaner and deodorizer for kitchen surfaces and
cooking appliances, bath additive, dentifrice, cat litter deodorizer, and
swimming pool pH stabilizer. The Company estimates that a majority of U.S.
households have a box of baking soda on hand. Although no longer the Company's
largest brand, ARM & HAMMER Baking Soda remains the leading brand in terms of
consumer recognition of the brand name and its reputation for quality and value.

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

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

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

                                      - 1 -

<PAGE>   4

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

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

     During the first quarter of 1994, the Company launched nationally a new
personal care product, ARM & HAMMER Deodorant Anti-perspirant with Baking Soda.
This new product is available in scented and unscented stick and roll-on forms.

     COMPETITION

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

     The Company's laundry products, ARM & HAMMER Powder Laundry Detergent, ARM
& HAMMER Liquid Laundry Detergent, ARM & HAMMER Super Washing Soda, and ARM &
HAMMER FRESH & SOFT Dryer Sheets, all have small shares in large markets
dominated by major consumer packaged goods companies. Despite its relatively
small size, the Company has maintained its position in the laundry detergent
market in recent years.

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

     DISTRIBUTION

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

SPECIALTY PRODUCTS

     PRINCIPAL PRODUCTS

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

                                      - 2 -

<PAGE>   5

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

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

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

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

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

     COMPETITION

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

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

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

     DISTRIBUTION

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

                                      - 3 -

<PAGE>   6

     RAW MATERIALS AND SOURCES OF SUPPLY

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

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

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

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

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

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

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

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

     PATENTS AND TRADEMARKS

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

     SEASONALITY

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

                                      - 4 -

<PAGE>   7

     CUSTOMERS AND ORDER BACKLOG

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

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

     RESEARCH & DEVELOPMENT

     The Company's Research and Development Department is engaged in work on
product development, process technology and basic research. During 1994,
approximately $20,594,000 was spent on research activities as compared to
$21,172,000 in 1993 and $17,826,000 in 1992.

     ENVIRONMENT

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

     EMPLOYEES

     At December 31, 1994, the Company had 1,028 employees. The Company is party
to a labor contract with the United Steelworkers of America covering
approximately sixty hourly employees at its Syracuse, New York plant which
continues until July 1, 1997. Labor relations have been good.

   LINES OF BUSINESS AND CLASSES OF PRODUCTS

   The Company's operations constitute one business segment. The chart set forth
below shows the percentage of the Company's net sales contributed by each group
of products marketed by the Company during the period from January 1, 1990
through December 31, 1994.


<TABLE>
<CAPTION>

                                                        % of Net Sales                       
                                        ------------------------------------------------
                                        1994       1993       1992       1991       1990
                                        ----       ----       ----       ----       ----
<S>                                      <C>        <C>        <C>        <C>        <C>
       Consumer Products                 80         81         82         83         81

       Specialty Products                20         19         18         17         19
</TABLE>


                                      - 5 -

<PAGE>   8


I
TEM 2.     PROPERTIES

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

     At Syracuse, New York the Company owns a 16 acre site on which a group of
connected buildings containing approximately 270,000 square feet of floor space
are located. This plant is used primarily for the manufacture and packaging of
consumer products. Adjacent to this, the Company also owns a one acre site where
it manufactures ammonium bicarbonate in a 14,000 square foot building.

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

     The Company's plant in Old Fort, Ohio is located on 75 acres of land owned
by the Company. The plant and related facilities contain approximately 208,000
square feet of floor space. The plant was completed in 1980 and has since been
expanded to a capacity of 210,000 tons of sodium bicarbonate per year. The last
expansion was completed in the spring of 1994.

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

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

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

     The Company's Venezuela subsidiary, Industrias Bicarbon De Venezuela S.A.,
is currently completing construction of a new 11,000 ton sodium bicarbonate
plant. The plant is expected to be operational in early 1995.

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


ITEM 3.     LEGAL PROCEEDINGS

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


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

     No matters were submitted to a vote of the Company's security holders
during the last quarter of the year ended December 31, 1994.

                                      - 6 -

<PAGE>   9


                                     PART II


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

     The Company's common stock is traded on the New York Stock Exchange 
(symbol: "CHD").  Refer to Page 20 of the Annual Report which is incorporated 
herein by reference.


ITEM 6.     SELECTED FINANCIAL DATA

     Refer to Page 16 of the Annual Report which, in so far as the data for the
years 1990 through 1994 are concerned, is incorporated herein by reference.


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

     Refer to Financial Review Pages 17-20 of the Annual Report which are
incorporated herein by reference.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Refer to Pages 21-34 of the Annual Report which are incorporated herein by
reference.


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

     None


                                    PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1994, which proxy
statement is incorporated herein by reference.


ITEM 11.    EXECUTIVE COMPENSATION

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1994, which proxy
statement is incorporated herein by reference.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1994, which proxy
statement is incorporated herein by reference.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     This item is omitted because the Company will file with the Commission a
definitive proxy statement pursuant to Regulation 14A not later than 120 days
after the close of the fiscal year ended December 31, 1994, which proxy
statement is incorporated herein by reference.

                                      - 7 -

<PAGE>   10


                                     PART IV


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

(a) 1.      FINANCIAL STATEMENTS

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


<TABLE>
<CAPTION>
                                                                             Page of
                                                                          Annual Report
                                                                          -------------
<S>                                                                          <C>
            Consolidated Statements of Income for each of the three            21
            years ended December 31, 1992 - 1994

            Consolidated Balance Sheets at December 31, 1993 and 1994          22

            Consolidated Statements of Cash Flow for each of the three         23
            years ended December 31, 1992 - 1994

            Consolidated Statements of Stockholders' Equity for each of        24
            the three years ended December 31, 1992 - 1994

            Notes to Financial Statements                                    25-34

            Independent Auditors' Report                                       35
</TABLE>



(a) 2.   FINANCIAL STATEMENT SCHEDULE

    Included in Part IV of this report:

            Independent Auditors' Report on Schedule

            For the three years ended December 31, 1994:

            Schedule VIII - Valuation and Qualifying Accounts

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

                                      - 8 -

<PAGE>   11

(a)  3.       EXHIBITS

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

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

    (4)             The Company is party to a Loan Agreement dated May 31, 1991
                    with the New Jersey Economic Development Authority. The
                    principal amount of the loan thereunder is less than ten
                    percent of the Company's consolidated assets. The Company
                    will furnish a copy of said agreement to the Commission upon
                    request.

    (10)      (a)   Supply Agreement between Church & Dwight Co., Inc. and
                    ALCAD Partnership for supply of soda ash. This document is
                    not attached hereto but has been separately submitted to the
                    Securities and Exchange Commission which has approved the
                    Company's application under rule 24b-2 for privileged and
                    confidential treatment thereof.

                    COMPENSATION PLANS AND ARRANGEMENTS

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

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

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

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

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

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

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

                                      - 9 -

<PAGE>   12

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

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

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

              (l)   The 1994 Incentive Stock Option Plan.

    (11)      Computation of earnings per share.

    (13)      1994 Annual Report to Stockholders.

    (21)      List of the Company's subsidiaries.

(b)           REPORTS ON FORM 8-K

    No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31, 1994.

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

                                     - 10 -

<PAGE>   13


INDEPENDENT AUDITORS' REPORT

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

We have audited the consolidated financial statements of Church & Dwight Co.,
Inc. and subsidiaries as of December 31, 1994 and 1993, and for each of the
three years in the period ended December 31, 1994, and have issued our report
thereon dated January 25, 1995; such consolidated financial statements and
report are included in your 1994 Annual Report to Stockholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedule of Church & Dwight Co., Inc. and subsidiaries,
listed in Item 14. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.





Deloitte & Touche LLP

January 25, 1995


                                     - 11 -



<PAGE>   14

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

<TABLE>
<CAPTION>

                                                        1994             1993             1992
                                                       ---------------------------------------
<S>                                                     <C>              <C>              <C>
 ALLOWANCE FOR DOUBTFUL ACCOUNTS:

     Balance at beginning of year                       $752             $777             $561
                                                       ---------------------------------------
     Additions:
          Charged to expenses and costs                  700              184             921
                                                       ---------------------------------------
     Deductions:
          Amounts written off                            539              208             701
          Foreign currency translation adjustment          1                1               4
                                                       ---------------------------------------
                                                         540              209             705
                                                       ---------------------------------------
     BALANCE AT END OF YEAR                             $912             $752            $777
                                                       ---------------------------------------
</TABLE>



                                     - 12 -

<PAGE>   15


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on February 23, 1994.

                                             CHURCH & DWIGHT CO., INC.

                                             By:      /s/ Dwight C. Minton      
                                                      -------------------------
                                                      Dwight C. Minton
                                                      Chairman of the Board 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/ Dwight C. Minton         Chairman of the Board, and
-------------------------    Chief Executive Officer
Dwight C. Minton                                               February 22, 1995




/s/ Anthony P. Deasey        Vice President Finance, and
-------------------------    Chief Financial Officer
Anthony P. Deasey            (Principal Financial Officer)

                                                               February 22, 1995





/s/ Mark L. Stolp            Controller
-------------------------    (Principal Accounting Officer)
Mark L. Stolp                                                  February 22, 1995



                                     - 19 -

<PAGE>   16

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


/s/ Cyril C. Baldwin, Jr.              Director                February 22, 1995
-------------------------------
Cyril C. Baldwin, Jr.




/s/ William R. Becklean                Director                February 22, 1995
-------------------------------
William R. Becklean




/s/ Robert H. Beeby                    Director                February 22, 1995
-------------------------------
Robert H. Beeby




/s/ Rosina B. Dixon, M.D.              Director                February 22, 1995
-------------------------------
Rosina B. Dixon, M.D.




/s/ J. Richard Leaman, Jr.             Director                February 22, 1995
-------------------------------
J. Richard Leaman, Jr.




/s/ John D. Leggett, III, Ph.D.        Director                February 22, 1995
-------------------------------
John D. Leggett, III, Ph.D.




/s/ Robert A. McCabe                   Director                February 22, 1995
-------------------------------
Robert A. McCabe




/s/ Dean P. Phypers                    Director                February 22, 1995
-------------------------------
Dean P. Phypers




/s/ Jarvis J. Slade                    Director                 February 22,1995
-------------------------------
Jarvis J. Slade



/s/ John O. Whitney                    Director                February 22, 1995
-------------------------------
John O. Whitney



                                     - 20 -

<PAGE>   17

                                EXHIBIT INDEX
                                -------------                      
                                                                   
Exhibit No.                      Description                       
-----------                     ------------                       
(a)  3.       

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

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

    (4)             The Company is party to a Loan Agreement dated May 31, 1991
                    with the New Jersey Economic Development Authority. The
                    principal amount of the loan thereunder is less than ten
                    percent of the Company's consolidated assets. The Company
                    will furnish a copy of said agreement to the Commission upon
                    request.

    (10)      (a)   Supply Agreement between Church & Dwight Co., Inc. and
                    ALCAD Partnership for supply of soda ash. This document is
                    not attached hereto but has been separately submitted to the
                    Securities and Exchange Commission which has approved the
                    Company's application under rule 24b-2 for privileged and
                    confidential treatment thereof.

                    COMPENSATION PLANS AND ARRANGEMENTS

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

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

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

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

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

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

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

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

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

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

              (l)   The 1994 Incentive Stock Option Plan.

    (11)      Computation of earnings per share.

    (13)      1994 Annual Report to Stockholders.

    (21)      List of the Company's subsidiaries.






<PAGE>   1

                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                EXHIBIT 10 (L) - 1994 INCENTIVE STOCK OPTION PLAN
                        ADOPTED BY THE BOARD OF DIRECTORS
                                December 21, 1994

   The 1994 Incentive Stock Option Plan is hereinafter set forth and is
incorporated by reference in the individual Stock Option Agreements.

SECTION I - PLAN PROVISIONS

1.1 PURPOSE: The purpose of the 1994 Incentive Stock Option Plan (the "Plan") is
to provide long-term incentive compensation to Key Management Employees of
Church & Dwight Co.. Inc. (the "Company") whose performance can make a
substantial contribution to the long-term growth and prosperity of the Company.
The Plan is designed to encourage existing Key Management Employees to increase
the long-term value of the Company to its stockholders by affording such
employees opportunities to become stockholders and thereby to share the risks
and rewards which accompany such status.

1.2 ADMINISTRATION: The 1994 Incentive Stock Option Plan Committee of the Board
of Directors (the "Committee") will have exclusive responsibility and authority
to administer and interpret the provisions of this Plan. The Committee shall
record its proceedings under the Plan.

1.3 ELIGIBILITY: All full-time Key Management Employees
 of the Company and its
Subsidiaries are eligible to receive awards under the Plan.

1.4 AWARDS: Subject to approval of the Board of Directors, from time to time,
the Committee may make awards to such Key Management Employees as it may select
(the "Participants") on whatever terms it deems appropriate in a particular case
and not inconsistent with the Plan. Each award shall consist of a non-qualifying
option (an option other than an option subject to the provisions of Section 422A
of the Internal Revenue Code of 1986, ie. an Incentive Stock Option), to
purchase a stated number of shares of the Company's common stock (the "Stock").
The Date of Grant shall be the date on which the Committee acts to make the
award or such later date as it specifies when it makes the award.

1.5 OPTIONS: (a) Each Option shall have an option price at least equal to the
fair market value of the Stock on the Date of Grant, as determined by the
Committee; shall expire on the tenth anniversary of the Date of Grant; shall be
exercisable by the Participant during his/her lifetime only by him/her; shall be
transferable by the Participant only by will or under the laws of descent and
distribution and shall be exercisable during its term as determined by the
Committee. Each Option shall be evidenced by an option agreement in writing
stating the price, term and method of exercise of the option, the number of
shares of Stock as to which the Option is granted, the disposition of the Option
to the extent unexercised upon the termination of the Participant's employment
by the Company, and such other terms as the Committee may deem appropriate and
not inconsistent with the Plan. Upon the forfeiture of an Option it may be
granted to another Participant.

     (b) The Option need not be exercised in sequential order.

                       SECTION 2 - ADDITIONAL DEFINITIONS

2.1 ACCELERATION DATE: Shall mean the (i) date of death of Participant while in
the employ of the Company; or (ii) day immediately preceding the date of the
closing of any transaction resulting in the acquisition of a controlling
interest in the Company by an Outsider either by purchase of assets of the
Company or by the acquisition of a Controlling Stock Interest or by merger or
consolidation, subject nevertheless to all of the other conditions contained in
Section 3.4 hereof.

                                     - 13 -

<PAGE>   2

2.2 BOARD: shall mean the Board of Directors of Church & Dwight Co., Inc.

2.3 CONTROLLING STOCK INTEREST: shall be ownership of more than 50 percent of
the voting stock of the Company or a corporation which may acquire the assets of
the Company whether by purchase, merger, consolidation or otherwise.

2.4 GROUP LEVEL: shall mean the level, as determined by the Committee and
subject to approval by the Board, at which a Participant contributes to the
overall results of the Company's operations.

2.5 KEY MANAGEMENT EMPLOYEE: shall include all executive officers and senior
managers of the Company and may include such other employees who, in the opinion
of the Committee and subject to approval of the Board, contribute significantly
to the overall operating results of the Company.

2.6 OPTION: shall mean an option to purchase a stated number of shares of the
Stock.

2.7 OUTSIDER: shall be any party not owning or controlling more than 50 percent
of the shares of voting stock of the Company on the Date of Grant.

2.8 RETIREMENT: shall be retirement in accordance with the provisions of an
established retirement plan of the Company or retirement as authorized by a
special resolution of the Committee and such retirement shall constitute a
termination of employment for purposes of Section 3.4 hereof.

2.9 SALARY MIDPOINT: shall mean the midpoint of the salary range established by
the Company for a specific job description.

2.10 SUBSIDIARY: shall mean any domestic or foreign corporation, at least 50
percent of the voting power of which is owned directly or indirectly by the
Company.

                        SECTION 3 - TERMS AND CONDITIONS

The Committee's exclusive power and authority to administer and interpret the
Plan, as provided in Section 1.2 thereof, is a continuing power which is not
exhausted by being once exercised, and the Plan shall be in all respects subject
and subordinate to the Committee's interpretation as to the meaning and effect
of the provisions hereof or of any omissions herein with respect to any matter.

3.1 NUMBER OF OPTION SHARES GRANTED: The number of shares of the Stock for which
an option is to be granted to each Participant hereunder shall be determined by
use of a formula as follows:

     A. Each Participant shall be classified according to a designated Group 
     Level as determined by the Committee subject to the approval of the Board.

     B. The average Salary Midpoint for all Participants of each Group Level 
     shall be determined.

     C. The average Salary Midpoint shall be multiplied by a multiple provided
     for each Group Level which shall be determined annually by the Committee,
     and subject to the approval of the Board at its discretion, to determine
     the total dollar value of the Stock for which an Option is to be granted
     in the Group Level.
        
     D. The total dollar value of the Stock is then divided by the fair market
     value of the Stock on the Date of Grant to determine the number of Option
     shares for which an Option is to be granted for each Participant.
        
3.2 EXERCISE OF OPTION - GENERAL: (a) An Option granted under the Plan may be
exercised by delivery to the Secretary or any Assistant Secretary of the Company
of written notice of election to exercise, signed by the Participant or by the
legal representative or legatee or distributee of a deceased Participant,
specifying the number of shares with respect to which the Option is being
exercised and specifying a date, which shall be a business day not less than
seven (7) nor more than fifteen (15) days after delivery of such notice to the
Company, on which date

                                     - 14 -

<PAGE>   3

the Company shall deliver, or cause to be delivered to the Participant, or to
his or her legal representative, legatee or distributee, a certificate or
certificates for the number of shares specified against receipt of the entire
purchase price therefor.

     (b) The Participant shall have no rights of a stockholder with respect to
such shares until such shares are issued and delivered as herein provided.

3.3 EXERCISE OF OPTION - VESTING: The right to exercise an Option is limited as 
hereinafter provided:

     (a) An Option may be exercised as hereinafter provided only to the extent
that it has become vested as provided herein.

     (b) Unless as otherwise provided by the Committee, an Option shall vest to
the extent of 100 percent of the shares of Stock covered by the Option on the
third anniversary of the Date of Grant, provided that the Participant shall have
been continuously employed by the Company or a Subsidiary from the Date of Grant
to such anniversary thereof as may be applicable.

     (c) Upon the Acceleration Date any Options held by such Participant which
have not yet vested, shall immediately vest as follows:

     100% for a Participant who on the Acceleration Date shall have been
     continuously employed by the Company or a Subsidiary for the Preceding five
     years or more;

     80% for a Participant who on the Acceleration Date shall have been
     continuously employed by the Company or a Subsidiary for the preceding four
     years or more but less than five years;

     60% for a Participant who on the Acceleration Date shall have been
     continuously employed by the Company or a Subsidiary for the preceding
     three years or more but less than four years;

     -0- for a Participant who on the Acceleration Date shall have been employed
     by the Company or a Subsidiary for less than three years.

3.4 EXERCISE OF OPTION - TIME LIMITS: (a) An Option shall terminate in all
respects on, and no exercise as to any shares covered by an Option shall be
honored on or after the expiration of ten years from the Date of Grant thereof.

     (b) An Option may be exercised, to the extent it is vested, at any time.

     (c) If an Option is not exercised for all shares of Stock as to which the
Option has vested, it shall be exercised only in blocks of 100 shares or more
except that for the purpose of purchasing all of the shares as to which an
Option has vested at the time of exercise. The Option may be exercised for the
entire balance of shares as to which such Option has then vested. The holder of
more than one vested and outstanding Option may exercise such Options
concurrently for the purpose of obtaining blocks of 100 shares or more.

     (d) Unless as otherwise provided by the Committee if a Participant's
employment is terminated for any reason other than the Participant's death, or
retirement with the consent of the Company, any Option held by such Participant,
to the extent that such Option or Options have become vested under Subsection
3.3(b) or 3.3(c) hereof prior to, or on the date of, such termination of
Participant's employment, shall be exercisable to the extent so vested within
but only within the period of one month next succeeding such termination of
Participant's employment. Any such Option not exercised as aforesaid shall
terminate.

     (e) An Option held by a Participant who dies while in the employ of the
Company or a Subsidiary or who retires with consent of the Company shall, to the
extent that such Option or Options have become vested under Subsections 3.3(b)
or 3.1(c) hereof prior to or on the date of such Participant's death or
Retirement, be exercisable

                                     - 15 -

<PAGE>   4

by his/her legal representative, legatee or distributee, or by such retired
Participant, within but only within the period of one year next succeeding such
Participant's death or Retirement as aforesaid and then only to the extent of
such vesting. Any such Option not exercised as aforesaid shall terminate.

3.5 EXERCISE OF OPTION - OTHER CONDITIONS: (a) Except as provided above or by
the Committee, no Option may be exercised unless the Participant is in the
employ of the Company or a Subsidiary on the date of delivery to the Company of
the Participant's written notice of election to exercise the Option pursuant to
Subsection 3.2(a) hereof and unless Participant shall have been continuously
employed by the Company or a Subsidiary from the Date of Grant of the Option to
the date of delivery of said written notice. Anything herein to the contrary
notwithstanding, employment shall be deemed to have ceased on the date specified
by the Company whether or not the Participant shall thereafter receive severance
pay or other benefits or render additional services to the Company, provided
nevertheless that for all purposes of the Plan a Participant's employment by the
Company shall be considered as continuing during the period of any authorized
leave of absence unless the authorization provides otherwise.

     (b) The shares to be purchased upon exercise of an Option shall be paid for
in full at the time of such exercise. Proceeds derived from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.

     (c) It is a condition of the grant, acceptance or exercise of an Option
that no claim or cause of action for loss of any benefits under the Plan or any
individual agreement thereunder shall accrue to the Participant by reason of any
termination of employment whether by reason of Retirement or for any other
reason including discharge with or without cause.

     (d) Any attempted transfer, assignment, pledge, hypothecation or other form
of change of ownership of an Option otherwise than by will or by the laws of
descent and distribution shall be an invalid transaction. The Company shall have
no obligation to issue shares or to make any payment pursuant to such invalid
transaction, and the Committee may in its discretion terminate the Option which
is the subject of such invalid transaction. Any attempted levy of attachment or
like proceeding on such Option shall be null and void.

3.6 NON-TRANSFERABILITY OF SHARES: The shares purchased upon the exercise of any
Option granted under the Plan shall be acquired only for the purpose of
investment and not for the purpose of, or with a view to, or in connection with,
any public offering of such shares. The Participant shall agree that he/she will
not, within a period of one year after the date on which shares are issued to
him/her upon the exercise of the Option, make any transfer or other disposition
of such shares without the written consent of the Committee. The provisions of
this paragraph shall not prevent (a) the sale or other disposition of such
shares subsequent to the death of such Participant, or (b) the pledge or
hypothecation at any time by such Participant of such shares with a lending
institution upon the terms and conditions at the time in use by such
institution, including but not limited to, terms and conditions permitting such
institution to realize by sale or otherwise, upon such shares held as security
for such pledge or hypothecation. The provisions of this paragraph 3.6 shall not
apply to the transfer of shares subsequent to the Acceleration Date defined in
Section 2.1(ii).

3.7 DILUTION AND OTHER CHANGES: (a) The Committee shall adjust the number of
shares and types of securities subject to Options and the exercise price of the
Options as may be appropriate to prevent the dilution of Participant's rights or
to preserve the Company's position in the event of a reorganization,
recapitalization, stock split, reverse stock split, stock dividend, exchange or
combination of shares, merger, consolidation, rights offering or any change in
capitalization. The determination of the Committee as to any adjustments shall
be binding upon the Participants and their legal representatives.

     (b) If at any time prior to the expiration or complete exercise of an
Option, the Company shall be consolidated with, or merged into, any other
corporation, lawful provision shall be made as part of the terms of each such
consolidation or merger, so that there may thereafter be purchased upon the
exercise of such Option, in lieu of each share of Stock remaining under Option,
but at the same option price, the same kind and amount of securities or property
(including in such terms, stock of any class or classes or cash) as may be
issuable, distributable or payable upon such consolidation or merger with
respect to each share

                                     - 16 -

<PAGE>   5

of stock (of the class called for by such Option) of the Company outstanding
immediately prior to such consolidation or merger; provided, however, that the
Committee may require that the exercise of the Option under the provisions of
this Subsection 3.7(b) must be made within 120 days after the effective date of
the consolidation or merger of the Company and provided further that the Option
may be exercised only to the extent it had vested before or on such effective
date or, if applicable, the Acceleration Date described in Subsection 3.3(c)
above.

                                     - 17 -





<PAGE>   1

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

<TABLE>
<CAPTION>
                                                                 1994        1993       1992
                                                             -----------------------------
<S>                                                             <C>        <C>        <C>

PRIMARY:
Income before cumulative effect of accounting changes           $6,117     $29,486    $29,503
Cumulative effect of accounting changes                             --      (3,200)        --
                                                                -----------------------------
Net income                                                      $6,117     $26,286    $29,503
                                                                -----------------------------
Weighted average shares outstanding                             19,706      20,223     20,338

Primary earnings per share:
      Income before cumulative effect of accounting changes       $.31       $1.46      $1.45
      Cumulative effect of accounting changes                       --       (0.16)        --
                                                                -----------------------------
      Net income                                                  $.31       $1.30      $1.45
                                                                -----------------------------
FULLY DILUTED:
      Income before cumulative effect of accounting changes     $6,117     $29,486    $29,503
      Cumulative effect of accounting changes                       --      (3,200)        --
                                                                -----------------------------
      Adjusted net income                                       $6,117     $26,286    $29,503
                                                                -----------------------------
Weighted average shares outstanding                             19,706      20,223     20,338
      Incremental shares under stock option plans                  205         352        489
                                                                -----------------------------
      Adjusted weighted average shares outstanding              19,911      20,575     20,827
                                                                -----------------------------
Fully diluted earnings per share:
      Income before cumulative effect of accounting changes       $.31       $1.43      $1.42
      Cumulative effect of accounting changes                       --       (0.15)        --
                                                                -----------------------------
      Net income                                                  $.31       $1.28 *    $1.42*
                                                                -----------------------------
</TABLE>


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

                                     - 18 -





<PAGE>   1
                            CHURCH & DWIGHT CO., INC.

                               1994 ANNUAL REPORT


                              [ARM & HAMMER LOGO]


<PAGE>   2
Founded in 1846, Church & Dwight Co., Inc. is the world's leading producer of
sodium bicarbonate, popularly known as baking soda, a natural product which
cleans, deodorizes, leavens and buffers.  The Company specializes in developing
uses for sodium bicarbonate and related products which are packaged and sold,
primarily under the ARM & HAMMER(R) trademark, through grocery stores, drug
stores, mass merchandisers and distributors.


ABOUT THIS REPORT

In this frank review of the Company's performance in 1994, we identify the
factors that caused the downturn in our business and describe the corrective
measures, both planned and implemented, for our recovery. We believe that by
focusing our efforts on restoring our existing products to their former strength
and by successfully establishing our new products, we will put the business back
on course in 1995.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(In millions, except for per share data)                1994              1993
--------------------------------------------------------------------------------
<S>                                                     <C>              <C>
Sales                                                   $491.0           $507.7
--------------------------------------------------------------------------------
Income from operations                                  $  1.5           $ 35.6
--------------------------------------------------------------------------------
Net income                                              $  6.1           $ 26.3
--------------------------------------------------------------------------------
Net income per share                                    $  0.31          $  1.30
--------------------------------------------------------------------------------
Dividends per share                                     $  0.44          $  0.42
--------------------------------------------------------------------------------
</TABLE>



<PAGE>   3


DEAR STOCKHOLDER:

Nineteen ninety-four was the worst year in our recent history.
 We are relieved
that it's behind us. Sales were down 3.3 percent compared to last year, and net
income declined by 77 percent to $6.1 million. The specialty products business
performed satisfactorily. The shortfall occurred in the consumer products group
as a result of a mix of events, including the changing competitive environment
in which we operate.

     During the year, we introduced ARM & HAMMER(R) Deodorant Anti-Perspirant,
ARM & HAMMER PEROXICARE(R) toothpaste, ARM & HAMMER Powder and Liquid Laundry
Detergents with Bleach and the ARM & HAMMER FRIDGE-FREEZER PACK(TM), and
additionally launched ARM & HAMMER DENTAL CARE(R) products in the United
Kingdom. In retrospect, this was too much. The effort required to establish four
new products in one year diverted attention from our existing businesses and
weakened their financial performance. As a result, we were unable to absorb the
$14 million investment in new products without negatively impacting earnings.
Our new products, with the exception of liquid laundry detergent with bleach and
the baking soda FRIDGE-FREEZER PACK, are meeting or exceeding expectations.

     In January 1995, Robert A. Davies III rejoined us as President of the Arm &
Hammer Division replacing William C. Egan III who resigned in October 1994. Bob
worked with Church & Dwight from 1969 to 1984, moving from Vice President
Marketing to President/Chief Operating Officer before resigning. This was a
period of extraordinary growth in sales and profitability for the Arm & Hammer
business. After leaving Church & Dwight, he participated in the leveraged buyout
of California Home Brands, Inc., where, as President and Chief Executive
Officer, he successfully built and sold the multidivision canning company. I am
confident that Bob will help us to overcome the challenges we are currently
facing.

     We have already addressed the issues in our laundry detergent business. Our
value strategy requires adherence to several simple principles. We drifted away
from several of those principles in our powder business. During 1992 and 1993,
we allowed our pricing to move above its target of 20 percent below the market
average. A ten-percent price decrease, implemented in December 1993, effectively
corrected this price relationship by the middle of 1994. We must follow product
trends, once they have been accepted by the consumer. Our detergent with bleach
was late to market and we lost share. Once introduced, the product was well
accepted. The product line and package graphics should be simple. The number of
product sizes and




In January 1995, Robert A. Davies III rejoined us as President of the Arm &
Hammer Division ... I am confident that Bob will help us to overcome the
challenges we are currently facing.



1


<PAGE>   4


At December 31, 1994, the return over my 26 years was 14.7 percent, compared to
the Standard & Poor's 500 Index at 10.1 percent for the same period. My every
effort is being devoted to restoring this measure to the eight-to-nine-point
margin over the S & P 500 that existed for many years.

[PHOTO of Dwight Minton]


Dwight C. Minton


Chairman and
Chief Executive Officer



2


<PAGE>   5

variants mushroomed, and our value message was diluted by complicated,
unnecessary additions to the package graphics. We have implemented a program to
decrease the number of product sizes, and the graphics have been drastically
simplified to clearly communicate our value message. We have returned to our
strategy and expect to have a good year in 1995.

     The situation in liquid detergents, which have always been extremely price
competitive, is more complicated. Unlike powders, where the conversion to
concentrates was uniform across most products in the category, the liquid market
moved to several different levels of concentration. We converted to a
quarter-cup formulation which offered the consumer superior value and generated
the best margin. Unfortunately, the majority of manufacturers persisted with
less densely concentrated products and, as a result, at retailer shelves it was
difficult for consumers to appreciate our value against a battery of products in
larger bottles at lower prices. This consumer confusion resulted in lower sales
volumes and substantially reduced our profit.

     We have reviewed our liquid laundry detergent business and concluded that
we should continue to market a liquid companion to our powder product. However,
in order to compete as a value player, we must continuously strive to reduce our
costs. To this end, we are in the process of bringing production in-house at our
Syracuse, New York, facility. We anticipate coming on-stream during the second
half of 1995, producing product in concentrations that meet consumer
expectations. This event should enable us to return the product to its previous
sales and profit levels during 1996.

     The competitive challenge in the dentifrice category took a different form.
Unilever introduced Mentadent(R), a baking soda and peroxide toothpaste,
supported by massive advertising and promotions. Although we invested heavily
behind our product, our support levels were insufficient to prevent a share
loss. Consequently, both sales and profits for this business were down. We are
proud of our achievements in the dentifrice arena. Our success created an
extraordinary level of competitive reaction. Every major brand came out with a
product containing some baking soda, but they had little effect on our market
share. On the other hand, Mentadent's introduction had a significant impact on
our market share, forcing us to recognize our strength as a niche player--the
baking soda toothpaste. In the future, we will capitalize on this unique
position.

     Given the lower sales base resulting from these developments, we took steps
to reduce our costs. At the end of September, we laid off approximately ten
percent of our headquarters workforce. The entire incentive compensation pool
and, for the second consecutive year, the majority of the Company's employee
profit sharing contribution were eliminated.




We are proud of our achievements in the dentifrice arena.



3


<PAGE>   6

     I do not believe that there will be a dramatic turnaround in 1995, although
there are a number of very good things going on in the business. We are bullish
about powder laundry detergent; we now have a full line, including a product
with bleach, and are competitively priced. The solution for our liquid laundry
detergent business has been identified, but since it involves long lead times,
it will not significantly affect 1995. We anticipate that the successful
introduction of ARM & HAMMER PEROXICARE toothpaste, along with a well-balanced
marketing program, will halt the erosion of our dentifrice business.
Additionally, the heavy financial burden of introducing ARM & HAMMER Deodorant
Anti-Perspirant and ARM & HAMMER DENTAL CARE products in the United Kingdom will
be reduced. All of these factors indicate a better year for the Arm & Hammer
Division in 1995.

     In the Specialty Products Division, we established the new Specialty
Cleaning Unit in May 1994. The unit will market ARMEX(R) Blast Media;
ARMAKLEEN(R), our aqueous circuit board cleaner; and derivations of these
products for use in metal cleaning. These products are designed to replace
cleaning materials that are being regulated out of existence. We believe that we
have a window in which we can establish ourselves as a market leader in this
rapidly changing category. This is a major strategic decision which will involve
investment in additional sales, technical and marketing support. We also have a
number of new developments which are enabling us to grow our basic sodium
bicarbonate business, including its use as a poultry feed additive and in flue
gas desulfurization.

     There are a number of competitive threats on the horizon for the Specialty
Products Division. North American Chemical Company continues to build the market
penetration of low-priced nahcolite-based sodium bicarbonate in the rumen buffer
category. This could continue to dampen prices across the entire sodium
bicarbonate market. Two competitors are adding a total of 50,000 tons of
potassium carbonate capacity, ending our position as sole producer in the North
American market. As consumption is not rising to absorb this additional
capacity, there will inevitably be pressure on pricing as these new competitors
attempt to sell their products. We are also continuing litigation to defend our
MEGALAC(R) Rumen Bypass Fat business against patent infringements by the Norel
Corporation. Each of these threats creates uncertainty. On balance, we believe
that the outlook for the Specialty Products Division is positive.

     I have consistently reported results as measured by total return to
investors. Our performance in 1994 has deflated this ratio compared to earlier
years. At December 31, 1994, the return over my 26 years was 14.7 percent,
compared to the Standard & Poor's 500 Index at




... we established the new Specialty Cleaning Unit in May 1994 ... We believe
that we have a window in which we can establish ourselves as a market leader in
this rapidly changing category.



4


<PAGE>   7


10.1 percent for the same period. My every effort is being devoted to restoring
this measure to the eight-to-nine-point margin over the S & P 500 that existed
for many years.

     On many occasions I have stated that our long-term objective is to perform
in the top quartile of all companies. The reason for this is that most of our
stockholders are heavily dependent on Church & Dwight and cannot justify the
risk they incur without an appropriate return. If we are unable to deliver
against this objective, in my judgment the Board of Directors will either change
the management of the Company to one that can, or take the necessary steps to
extract the best value possible for the stockholders.

     Finally, I would like to thank you, our stockholders, as well as all our
employees for your patience and support over the past year. I hope that you will
continue to support us while we work out of our present difficulties. You can be
assured that your management team and I are focused on maximizing the value of
your investment.


Sincerely,


/s/ DWIGHT C. MINTON


DWIGHT C. MINTON
Chairman and Chief Executive Officer
January 25, 1995



5


<PAGE>   8


CONSUMER PRODUCTS

Nineteen ninety-four will be remembered as perhaps the most ambitious year in
the history of the Arm & Hammer Division, and certainly the most disappointing.
Sales were $393 million, 4.2 percent below 1993. Our agenda included the launch
of four new products nationwide into a very competitive marketplace. We learned
a difficult lesson--we tried to do too much at the same time. We have adjusted
our focus to nurture the existing businesses as we work to generate top-line
growth through new products introduced in 1994.

HOUSEHOLD PRODUCTS

ARM & HAMMER(R) Baking Soda had a satisfactory year, highlighted by the
introduction of the 20-ounce FRIDGE-FREEZER PACK(TM) and impressive sales gains
by the 10-pound institutional size in warehouse club stores.
        
[GRAPHICS of ARM & HAMMER Baking Soda and Fridge-Freezer Pack]

     The ARM & HAMMER FRIDGE-FREEZER PACK, the new spill-proof package with
FRESH FLO VENTS(R) to allow the product to deodorize without opening the box,
did well in the first half of the year when it had strong advertising and coupon
support. In the second half, support was lower and sales declined. In January
1995, the FRIDGE-FREEZER PACK was the focal point when it was re-introduced with
an advertising flight and a coupon offer. It is a unique vehicle that has the
potential to bring back lapsed users and generate category growth.

     In 1994, we expanded our advertising program to include print advertising
comprised of four different full-page advertisements in selected women's
magazines promoting the many uses of baking soda as THE EVERYDAY MIRACLE(TM)
around the house. Each ad included a toll-free phone number, which garnered an
avalanche of reader requests for free leaflet and container offers. The print
campaign did not deliver the expected sales results, however, and diluted
spending which could have achieved greater impact in television commercials
supporting one specific use. After a four-year hiatus, we will return to
television advertising to support the refrigerator--deodorizing campaign.

     ARM & HAMMER Carpet Deodorizer still leads the category in market share,
despite increasing competitive activity ranging from significant price declines
to multiple new-product




After a four-year hiatus, we will return to television advertising to support
the refrigerator--deodorizing campaign.



6


<PAGE>   9


introductions. In May, we were the first to bring the now popular vanilla
fragrance to the air freshener category. The two PET FRESH(R) scents remain
mainstays in our carpet deodorizer line, though we are losing critical
distribution to competitive pet entries. While our carpet deodorizer offers
consumers the lowest price per ounce, competitors are leveraging their
lower-ounce packages into lower prices and as a result, are increasing their
market share. In the year ahead, we will focus on re-establishing ARM & HAMMER
Carpet Deodorizer's functional position of "real freshness, not just a cover-up"
through both packaging and advertising. We will also ensure our retail pricing
remains competitive. ARM & HAMMER Cat Litter Deodorizer, which features a
moisture-activated fragrance released when cats use the litter box, performed
well ahead of plan.

[GRAPHICS of ARM & HAMMER Carpet Deodorizer]

     In the spring of 1995, we will take advantage of the unique benefit of
having the ARM & HAMMER brand represent us in all our categories by investing in
several full-line promotions. All the major ARM & HAMMER consumer products will
tie in with Warner Bros. movie "Free Willy 2," the sequel to the successful
blockbuster movie "Free Willy," during Clean Water Week, May 7-13. The
environmental message will inform children as well as parents how they can help
make a difference in cleaning up the nation's waterways. A fully integrated
promotional campaign, including in-store displays, national advertising and
couponing, will feature ARM & HAMMER brand products exclusively.

[GRAPHICS of ARM & HAMMER Powder Detergent with Bleach]

LAUNDRY PRODUCTS

In 1994, we concentrated our efforts in powder laundry detergent to restoring
our traditional value position. Our product is unadvertised, relying on a
combination of the consumers' trust in the efficacy associated with the ARM &
HAMMER trademark and a 20-percent price discount to the market leaders.
Executing this strategy requires that we follow trends established by the market
leaders. In 1992 and 1993, we strayed from our path. Our discount was
diminished, our packaging became too complicated, and we were slow to introduce
a product with bleach. We reduced our price in December 1993 and, except for a
trade inventory adjustment in the first quarter of 1994, this move stimulated
growth.




In the year ahead, we will focus on re-establishing ARM & HAMMER Carpet
Deodorizer's functional position of "real freshness, not just a cover-up"
through both packaging and advertising.



7

<PAGE>   10

CONSUMER PRODUCTS

Simultaneously, we simplified our package graphics and instituted a uniform
design across both the powder and liquid categories.  In June, we introduced a
product with bleach following a successful Florida test market. With a full
product line clearly packaged and competitively priced, we are well positioned
to have a good year in 1995.

[GRAPHICS of a woman doing laundry with ARM & HAMMER Powder Detergent
 with Bleach]




Our new ARM & HAMMER Powder Detergent with Bleach is a chlorine-free,
color-safe, heavy duty biodegradable detergent.



8


<PAGE>   11
[GRAPHICS of ARM & HAMMER Liquid Laundry Detergent with Bleach]

Liquid detergents are providing a different set of challenges, although they too
stem from a diversion from our established positioning. Unlike the powder
category, liquids did not convert to a uniform concentration among the various
brands. Procter & Gamble and Unilever had roughly equal market shares, and
changed to four-tenths and quarter-cup formulations, respectively.

     We elected to follow immediately the quarter-cup formula, which offers
superior washload value in smaller containers. Unfortunately, consumers were
confused by the array of different product concentrations, container sizes and
prices on retail shelves. They chose the less densely concentrated products in
larger bottles at lower prices. Our quarter-cup products quickly lost share, and
we have been forced to reconsider our position. Although we will persist with
the quarter-cup product as long as it is economically viable, since it offers
the consumer superior value and is more environmentally beneficial, we must be
prepared to offer a competitive product. At the same time, we have re-examined
the economics of our contract-manufactured product and concluded that a liquid
detergent produced in-house is economically most favorable. We are, therefore,
establishing a manufacturing facility within our Syracuse, New York, plant.
Engineering and equipment acquisition are well under way, and the project should
be completed in the second half of 1995.

     During the year, we discontinued ARM & HAMMER(R) FRESH & BRIGHT(R), our
all-fabric bleach which was in limited distribution in a declining market due to
detergent-with-bleach line extensions. In early 1995, ARM & HAMMER Fabric
Softener Sheets were packaged in a new tissue-box container which is more
cost-efficient to produce and more convenient for the consumer. ARM & HAMMER
Super Washing Soda continues to maintain its earnings contribution.

[GRAPHICS of ARM & HAMMER Fresh & Bright all-fabric bleach]

PERSONAL CARE PRODUCTS

ARM & HAMMER DENTAL CARE products enjoyed phenomenal success from their
introduction in 1988 through 1993. During that period we built a strong
double-digit share of the dentifrice market and re-ignited a dormant category.
Inevitably, our growth came at the expense of the market leaders who gradually
introduced baking soda-based product variants, culminating in Unilever's
national launch of Mentadent(R), a baking soda and peroxide toothpaste, in late
1993.




... we have re-examined the economics of our contract- manufactured product and
concluded that a liquid detergent produced in-house is economically most
favorable. We are, therefore, establishing a manufacturing facility within our
Syracuse, New York, plant.



9

<PAGE>   12

CONSUMER PRODUCTS

In September, ARM & HAMMER(R) PEROXICARE(R), our baking soda and peroxide
toothpaste, reached retail shelves, and by the end of the year we appeared to
have arrested the decline.

[GRAPHICS of a woman using ARM & HAMMER PEROXICARE]




ARM & HAMMER PEROXICARE is the first major toothpaste with dentist-recommended
baking soda, peroxide and fluoride all in one convenient tube.



10

<PAGE>   13


In the face of this massively supported introduction, our share started to
decline in the second quarter of 1994.

     This success was achieved at a heavy cost, and profits were severely
curtailed. Because PEROXICARE is a technological breakthrough, in that it is the
first major toothpaste to offer baking soda, peroxide and fluoride in one tube,
we priced it at a premium to our regular line, but at a 20-percent discount to
Mentadent. In 1995, we will reduce the price to parity with our regular line in
order to stimulate volume and generate promotional efficiencies. We hope that an
established PEROXICARE brand will help stabilize our business.

[GRAPHICS of ARM & HAMMER PEROXICARE]

     The outstanding success of ARM & HAMMER DENTAL CARE products generated
overly optimistic expectations for this business. There is no doubt that our ARM
& HAMMER DENTAL CARE products are excellent baking soda dentifrices. We can
proudly promote the advantages of baking soda in dental hygiene, and profit as
the baking soda specialists. By single-mindedly understanding this position and
conducting our business accordingly, we can continue to be successful.

[GRAPHICS of ARM & HAMMER DENTAL CARE]

     During the year, we introduced ARM & HAMMER DENTAL CARE products in the
United Kingdom where we now lead the baking soda segment despite a host of
competitive entries. This was achieved even though the British consumer was
unaware of either the ARM & HAMMER trademark or the use of baking soda as a
dentifrice. An award-winning commercial and strong trade support assured our
success.

     ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda, our entry into the
$1.4 billion deodorant/anti-perspirant category, was launched in the United
States and Canada in the first half of 1994. The product reached retailer
shelves in late June when consumer advertising kicked off with a heavy schedule
of television and multi-media support, continuing into 1995. The new product,
which uses the natural absorbing power of baking soda to eliminate odor, is
meeting its goals in a product line consisting of five deodorant anti-perspirant
sticks and three roll-ons.

[GRAPHICS of ARM & HAMMER Deodorant Anti-Perspirant]

     Both PEROXICARE toothpaste and the new deodorant anti-perspirant product
put to best use our unique technological base and the strength of our trademark,
and will receive solid support throughout 1995.




The new product, which uses the natural absorbing power of baking soda to
eliminate odor, is meeting its goals in a product line consisting of five
deodorant anti-perspirant sticks and three roll-ons.



11

<PAGE>   14

SPECIALTY PRODUCTS

The Specialty Products Division had a good year. Reported sales were $98.0
million, one percent ahead of last year. Additionally, we also experienced
strong growth in our joint venture with Occidental Chemical Corporation, the
Armand Products Company, where sales increased by 19 percent.

[GRAPHICS of man using ARMEX Cleaning and Coating System]




City governments use ARMEX Cleaning and Coating Removal Systems, our baking soda
blasting technology, to remove graffiti from public buildings while ensuring
environmental and worker safety.



12


<PAGE>   15

This new unit will use our core, environmentally-friendly carbonate and
bicarbonate technology in the industrial and precision-cleaning markets to
build a major position both domestically and internationally.


SPECIALTY CLEANING PRODUCTS

In May, a new business unit was formed within the Division called the Specialty
Cleaning Unit, in the anticipation that, over the next few years, many of the
current solvent-based cleaning products will be regulated out of existence. 
This new unit will use our core, environmentally-friendly carbonate and
bicarbonate technology in the industrial and precision-cleaning markets to
build a major position both domestically and internationally.  The Specialty
Cleaning Unit will include our existing ARMEX Cleaning and Coating Removal
Systems, non-toxic blasting systems for the removal of paint and process
residues; and ARMAKLEEN E-2001, our acqueous cleaning product for printed
circuit boards, an environmentally sensible alternative to chlorofluorocarbon-
based and other chlorinated solvent cleaners.  We are also developing a new
line of aqueous industrial metal-cleaning formulations to replace products
which are less friendly to the environment.  We expect these new products to be
introduced early in 1995.

[GRAPHICS OF ARMEX Blast Media]

     To support this new unit, the Company has committed additional sales,
marketing and R&D resources, including new high-tech laboratories at our
Princeton headquarters, specifically designed for the development and
evaluation of advanced cleaning products.  These facilities will enable us to
be on the leading edge of cleaning technologies.  The products are also
available in the Far East and Europe, where Brotherton Specialty Products
Limited, our British subsdiary, managed the introduction of ARMAKLEEN products
early in 1994.

[GRAPHICS OF ARMAKLEEN E-2001]

     During the year, we continued to build the use and versatility of ARMEX
Blast Media.  In July, the Company successfully introduced a new accessory to
pressure-washing equipment called the WADU(TM) Soluble Media Injector which
precisely meters a patented baking soda-based formulation of ARMEX Soluble
Blast Media, called HYDROFLEX(TM) Formula XL, into the high-pressure water
stream, improving cleaning performance and capabilities.

PERFORMANCE PRODUCTS

Sales of our performance products continued to be strong in all segments,
expecially the baking industry, pharmaceuticals, and the medical profession for
use primarily in kidney dialysis.  This is largely attributable to our focus on
developing new formulations and packaging designed to improve product
performance and handling.

13

<PAGE>   16
... the introduction of the new heat-sealed leak-proof bags ... is creating
competitive advantage by further differentiating ARM & HAMMER sodium
bicarbonate.

[GRAPHICS of ARM & HAMMER sodium bicarbonate]

Our major packaging development in 1994 was the introduction of the new
heat-sealed leak-proof bags to both the agricultural and performance segments
of the sodium bicarbonate business.  By eliminating sifting of product and
providing consistent weight control, Church & Dwight is creating competitive
advantage by further differentiating ARM & HAMMER sodium bicarbonate.
     During the third quarter, we introduced to the baking industry FLOW-K(TM),
a food-grade potassium bicarbonate with a unique, proprietary flow-aid system
which provides excellent handling and storage properties.
     Another new product is SORB-N-C(TM), a formulated sorbent for handling
difficult problems in acid gas control from municipal and hospital
incinerators.  It is the first packaged sorbent that contains both sodium
bicarbonate and activated carbon, is non-corrosive, non-irritating, and safe
and easy to handle.

[GRAPHICS of ARM & HAMMER SORB-N-C]

     The 50,000-ton expansion of our sodium bicarbonate facility in Old Fort,
Ohio, completed in the first quarter, increased that site's annual production
capacity to 210,000 tons, ensuring our customers long-term uninterrupted
supply.  The Old Fort facility produces numerous sodium bicarbonate grades,
from power to coarse granulations, which are used in more than 300 industrial
and agricultural applications, ranging from food and health and beauty aids to
animal feed.  Overseas, the construction of a new solution-process sodium
bicarbonate plant in Venezuela is expected to be completed in the first
quarter, 1995.
     In June, we achieved ISO 9002 certification making us the only domestic
producer of sodium bicarbonate to earn the quality certification from the
British Standards Institute.  Currently, 73 countries have adopted the ISO as a
national standard.                          

ARMAND PRODUCTS

Armand Products Company, our potasium carbonate joint venture with Occidental
Chemical Corporation, enjoyed robust sales throughout the year.  Potassium
carbonate is a major raw material in the manufacture of glass for television
tubes and personal computers.  These glass plants ran uninterruptedly in 1994,
generating unprecedented demand for our products.
     While Armand Products Company has enjoyed sole-producer status in the
United States for the past nine years, new competitors emerged in the fourth
quarter.  Vulcan Materials and



14



<PAGE>   17
One of the emerging export markets is Southeast Asia, where the production of
television glass is expected to double in the coming years.

Vicksburg Chemicals both came on-stream with 25,000-ton-per-year plants. 
Although the competitive impact was minimal in 1994, the resultant domestic
over-capacity will almost certainly adversely affect sales in the year ahead. 
In an effort to minimize the anticipated loss to domestic competition, we built
export sales.  One of the emerging export markets is Southeast Asia, where the
production of television glass is expected to double in the coming years.  This
demand must eventually be sourced locally, and the Armand Products Company has
announced its intention to build capacity in Southeast Asia.  Energineering and
design work are underway.

AGRICULTURAL PRODUCTS

Overall, we saw strong volumes throughout our performance sodium bicarbonate
business resulting in a 10-percent increase in tonnage.  However, sales of ARM
& HAMMER Feed Grade Sodium Bicarbonate and ARM & HAMMER SQ-810(TM) Rumen Buffer
lagged most of the year, as a result of severe pricing pressures caused by
low-price competition.
     MEGALAC Rumen Bypass Fat, our high-energy nutritional supplement which
boosts milk production, suffered sales shortfalls primarily due to weak export
sales volume in Mexico, aggravated by the sharp decline in the value of the
peso.  Expanded availability of a competitive product from the Norel
Corporation also negatively impacted sales.  We believe that their product
infringes patents which we license, and we instigated legal proceedings in
March 1993.

[GRAPHICS of MEGALAC Rumen Bypass Fat]

     In the year ahead, we will focus our growth effort on developing sodium
bicarbonate markets, including the poultry industry and acid gas control for
municipal and hospital incinerators.
     The Specialty Products Division is well positioned for 1995.  We intend to
exert great vigilance in identifying opportunities to reduce costs and grow the
base businesses, while at the same time capitalizing on our newly-achieved
competitive advantages such as our ISO certification, expanded capacity and new
products.  This effort, in conjunction with our new cleaning business unit,
allows for profitable growth in 1995 and beyond.

15



<PAGE>   18

FINANCIAL REVIEW

The Financial Review discusses the Company's performance for 1994 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.

NET SALES

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

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

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

[GRAPH NO. 1]

OPERATING COSTS

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

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

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

[GRAPH NO. 2]

OTHER INCOME AND EXPENSES

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

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

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

   In 1993, the gain on the disposal of product lines of $4.1 million was made
up of two items: (1) the final proceeds of $2.2 million received from the 1989
sale of the National Vitamin product line; and (2) the recognition of gains
previously deferred pending the outcome of contractual warranties, and the
amortization of non-compete arrangements negotiated as part of the sale of the
DeWitt product line.

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

[GRAPH NO. 3]



17

<PAGE>   19





TAXATION

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

NET INCOME AND EARNINGS PER SHARE

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

[GRAPH NO. 4]

1993 COMPARED TO 1992

NET SALES

The Company's net sales rose 2.3% to $508 million in 1993.  Despite these
record sales, business results were mixed.

   Consumer product sales were essentially flat at $411 million. Intense price
competition across the entire category depressed powder detergent sales,
resulting in lower unit volume and pricing of ARM & HAMMER POWER FRESH(R) Heavy
Duty Powder Laundry Detergent. Sales of the Company's other major brands grew
sufficiently to offset the softness in the powder detergent business. The
introduction of two new scents generated higher unit sales of ARM & HAMMER
Carpet Deodorizer; ARM & HAMMER DENTAL CARE products continued to grow despite a
very competitive environment; sales of ARM & HAMMER Baking Soda increased; and
ARM & HAMMER Cat Litter Deodorizer, which completed its first full year since
its introduction in the fourth quarter of 1992, also contributed to the growth.

   Specialty product sales increased by 11.6% to $97 million in 1993. This
change was fueled by higher sales volume across most of the Division's product
lines. Sales of specialty grades of sodium bicarbonate were particularly strong,
as were sales of MEGALAC Rumen Bypass Fat into a new and developing Mexican
market. Sales of ARMEX Blast Media and equipment were also well above the
previous year, as this process gains broader acceptance in a growing number of
applications.

OPERATING COSTS

The Company's gross margin of 46% was essentially unchanged from 1992. Although
the higher-margin ARM & HAMMER DENTAL CARE products contributed a greater
portion of the sales base, the benefit was more than offset by lower pricing of
ARM & HAMMER POWER FRESH Heavy Duty Powder Laundry Detergent in response to the
heightened price competition.

   Selling, general and administrative expenses, which increased by $4 million
in 1993, were held at 39% of sales. A slightly lower level of marketing support
for ARM & HAMMER DENTAL CARE products was offset by increased promotional costs
supporting the introduction of a new concentrated liquid detergent, ARM & HAMMER
POWER FRESH Heavy Duty Liquid Laundry Detergent, and higher market research
spending behind new-product development.

   In the fourth quarter of 1993, the Company took a $2.9 million charge against
operations to cover one-time costs to consolidate production facilities,
including the expected cost of asset retirements, asset relocation and, to a
lesser extent, employee-related costs. This consolidation included the
conversion of an existing manufacturing facility in Amherstburg, Ontario, to a
distribution center.

OTHER INCOME AND EXPENSES

Interest costs in 1993 were largely unchanged, although interest capitalized in
relation to the heavy capital expenditure program resulted in lower interest
expense.

   Investment income increased in 1993 as a result of a higher average level of
funds invested compared to 1992, partially offset by lower investment yields
compared with 1992.

   The gain on the disposal of product lines of $4.1 million consisted of two
items: (1) the final proceeds of $2.2 million received from the 1989 sale of the
National Vitamin product line; and (2) the recognition of gains previously
deferred pending the outcome of contractual warranties, and the amortization of
non-compete arrangements negotiated as part of the sale of the DeWitt product
line, disposed of in 1990.



18

<PAGE>   20

ACCOUNTING CHANGES

The Company adopted three new accounting standards as of January 1, 1993.
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" (SFAS 106), and No. 112,
"Employers' Accounting for Postemployment Benefits" (SFAS 112), require accrual
of the estimated cost of postretirement and postemployment benefits (such as
health care, salary continuation and disability related costs). The cost of
these benefits was previously expensed on a pay-as-you-go basis. Adoption of
SFAS 106 and SFAS 112 resulted in after-tax charges against earnings of $5.6
million and $.5 million, or $.28 and $.03 per share, respectively. The third
standard, No. 109, "Accounting for Income Taxes," changed the method by which
companies account for deferred income taxes, and its adoption resulted in an
after-tax credit of $3.0 million, or $.15 per share. The combined effect of
adopting the new accounting standards was a charge against earnings of $3.2
million, or $.16 per share.

TAXATION

The effective tax rate for 1993 was 38.3%, compared to 37.4% in the previous
year. The higher tax rate is the result of an increase in the U. S. corporate
statutory tax rate from 34% to 35%, somewhat offset by a higher level of tax
credits in 1993.

NET INCOME AND EARNINGS PER SHARE

The Company's net income for 1993 was $26.3 million, compared to $29.5 million
in 1992. Earnings per share for the year ended December 31, 1993 were $1.30
($1.46 before the cumulative effect of accounting changes), compared to $1.45 in
1992.

OTHER ITEMS

PROSPECTIVE INFORMATION

1994 was a difficult year for the Company's consumer products businesses. A mix
of events, including a changing competitive environment, came at a time when the
Company was in the midst of an unprecedented level of new-product introductions.
The result was severely damaging to both sales growth and margins. The coming
year will also represent a challenge, but management believes that the
strategies are in place to get the business on the path to recovery.

   In the laundry detergent category, pricing on powder detergents has been
modified to re-establish the ARM & HAMMER brand as the value-priced performer
that consumers have come to expect. However, in order to remain competitive and
restore margins, plans designed to control costs and simplify the product line
will need to be implemented. Results in the liquid detergent business are
expected to be less than satisfactory until the new manufacturing plant starts
up in the second half of 1995.

   The ARM & HAMMER DENTAL CARE product line has been very successful over the
past several years not only by breaking into a group of well established brands,
but also in creating an entirely new baking soda segment within the dentifrice
category. In 1994, the brand was confronted with a strong competitive challenge
by Unilever's introduction of Mentadent, a baking soda and peroxide toothpaste.
Unilever's heavy advertising and promotional support of that introduction
ultimately caused ARM & HAMMER DENTAL CARE products' market share to slide. Late
in 1994, ARM & HAMMER PEROXICARE, the Company's new baking soda and peroxide
toothpaste, achieved national distribution. It is anticipated that as the
PEROXICARE brand becomes established, the dentifrice business will stabilize.
Nonetheless, these markets are highly competitive, and the need to respond
quickly with appropriate levels of advertising and promotional support is
essential.

   In 1994, the Company introduced several new consumer products and line
extensions, namely: ARM & HAMMER Deodorant Anti-Perspirant, ARM & HAMMER
PEROXICARE toothpaste, ARM & HAMMER Powder and Liquid Laundry Detergents with
Bleach and the ARM & HAMMER FRIDGE-FREEZER PACK. In addition, ARM & HAMMER
DENTAL CARE products were introduced in the United Kingdom. Most of these
products are either meeting or exceeding expectations. Although investment
spending in support of new products is not likely to equal that of the
introductory period, these businesses will no doubt be subject to the same
competitive challenges as our more-established products.

   There are a number of competitive threats taking shape for the Specialty
Products Division in 1995. North American Chemical Company continues to gain
market penetration with their nacholite product based on low prices in the dairy
feed category. This will continue to depress prices across the sodium
bicarbonate market. In addition, two competitors have recently added a combined
total of 50,000 tons of potassium carbonate capacity, thus ending our Armand
Products Company joint venture's position as the sole North American producer.
These events have been anticipated for some time, but the extent of their impact
on our business may not be clear until well into 1995.



19

<PAGE>   21

LIQUIDITY AND CAPITAL RESOURCES

Despite the lower earnings in 1994, the Company's balance sheet remains strong.
Cash and short-term investments totaled $8 million at the end of 1994, compared
to $10 million at December 31, 1993.

   The Company's $16 million cash flow generated from operating activities was
$9 million less than 1993. This decline was principally caused by lower
operating earnings. Operating cash flow combined with the increased utilization
of $23 million of short-term credit lines were used to finance a $28 million
capital expenditure program, to repurchase 697,000 shares of the Company's
common stock at a cost of $15 million, and to pay $9 million in cash dividends.

   The Company has maintained a long-term debt-to-capital ratio below 5% for the
last three years. At December 31, 1994, the Company had $17 million available of
its $42 million short-term lines of credit.

   Capital expenditures in 1995 are expected to be lower than in either of the
past two years. Management believes that the Company's earnings will begin to
recover in 1995 and that operating cash flow, coupled with its access to credit
markets, will be more than sufficient to meet the anticipated cash requirements
for the coming year.

   In 1993, the Company generated $24 million in cash flow from operating
activities, representing a decrease of $11 million compared to 1992. This
decline was principally due to increased tax payments and higher inventory
levels. Capital expenditures of $29 million included a 50,000-ton sodium
bicarbonate capacity expansion at the Company's Old Fort, Ohio, plant. Also
during 1993, the Company acquired over 400,000 shares of its common stock at a
cost of $11 million and paid cash dividends of $8.5 million. Cash and short-term
investments totaled $10 million at the end of 1993, compared to $22 million at
December 31, 1992.

[GRAPH NO. 5]

Common Stock Price Range and Dividends


<TABLE>
<CAPTION>

                                      1994                                   1993
----------------------------------------------------------------------------------------------
                             Low      High      Dividend          Low         High    Dividend
----------------------------------------------------------------------------------------------
<S>                        <C>       <C>        <C>             <C>         <C>           <C>
1st Quarter                $ 21 1/4   $ 29 1/4    $ .11           $ 26 3/4     $31 3/4    $ .10
2nd Quarter                  20 1/4     22 7/8      .11             28          32 7/8      .10
3rd Quarter                  21 1/4     26          .11             22 7/8      31          .11
4th Quarter                  16 5/8     23 5/8      .11             22 7/8      28 1/4      .11
----------------------------------------------------------------------------------------------
Full Year                  $ 16 5/8   $ 29 1/4    $ .44           $ 22 7/8     $32 7/8    $ .42
----------------------------------------------------------------------------------------------

</TABLE>





Based on trades on the New York Stock Exchange.

Approximate number of holders of Church & Dwight's Common Stock as of  
December 31, 1994:  10,700.



20

<PAGE>   22

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)


<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31,                                       1994          1993         1992
-------------------------------------------------------------------------------------------------

<S>                                                        <C>           <C>          <C>
NET SALES                                                  $ 491,048     $ 507,651    $ 496,456
Cost of sales                                                281,271       272,843      266,817
                                                             ------------------------------------

Gross profit                                                 209,777       234,808      229,639
Selling, general and administrative expenses                 201,362       196,281      191,926
Restructuring charges                                          6,941         2,904           --
                                                             ------------------------------------

INCOME FROM OPERATIONS                                         1,474        35,623       37,713
Equity in joint venture income                                 7,874         6,962        7,287
Investment earnings                                              655           963          651
Gain on disposal of product lines                                410         4,109        1,272
Other income                                                     209           304          625
Interest expense                                                (890)         (165)        (398)
                                                             ------------------------------------

Income before taxes and cumulative
   effect of accounting changes                                9,732        47,796       47,150
Income taxes                                                   3,615        18,310       17,647
                                                             ------------------------------------

Income before cumulative effect of
   accounting changes                                          6,117        29,486       29,503
Cumulative effect of accounting changes
   (net of income tax effect):
       Accrual of postretirement benefits (Note 9)                --        (5,647)          --
       Accrual of postemployment benefits (Note 10)               --          (533)          --
       Accounting for income taxes (Note 11)                      --         2,980           --
-------------------------------------------------------------------------------------------------
NET INCOME                                                $    6,117      $ 26,286     $ 29,503
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
Weighted average shares outstanding (in thousands)            19,706        20,223       20,338
-------------------------------------------------------------------------------------------------


EARNINGS PER SHARE:

   Income before cumulative effect of
       accounting changes                                      $ .31         $1.46        $1.45

   Cumulative effect of accounting changes:
       Accrual of postretirement benefits                         --          (.28)          --
       Accrual of postemployment benefits                         --          (.03)          --
       Accounting for income taxes                                --           .15           --
                                                             ------------------------------------
   Net income                                                  $ .31         $1.30        $1.45
-------------------------------------------------------------------------------------------------

</TABLE>


See Notes to Consolidated Financial Statements.



21

<PAGE>   23

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


<TABLE>
<CAPTION>

DECEMBER 31,                                                                 1994        1993
-----------------------------------------------------------------------------------------------
ASSETS
-----------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
CURRENT ASSETS

Cash and cash equivalents                                               $   4,659   $   5,581
Short-term investments                                                      2,976       4,000
Accounts receivable, less allowances of $912 and $752                      44,404      42,340
Inventories                                                                54,683      52,739
Income taxes receivable                                                        --       3,010
Deferred income taxes                                                      11,927      11,149
Prepaid expenses                                                            5,663       4,634
                                                                        -----------------------
TOTAL CURRENT ASSETS                                                      124,312     123,453
-----------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT (NET)                                       138,460     122,195
NOTE RECEIVABLE FROM JOINT VENTURE                                         11,000      11,000
EQUITY INVESTMENT IN JOINT VENTURE                                         13,868      16,557
LONG-TERM SUPPLY CONTRACTS                                                  4,391       4,929
INTANGIBLES, PRINCIPALLY GOODWILL                                           3,556       3,607
-----------------------------------------------------------------------------------------------
TOTAL ASSETS                                                             $295,587    $281,741
-----------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------
CURRENT LIABILITIES

Short-term borrowings                                                   $  25,000   $   2,000
Accounts payable and accrued expenses                                      72,974      66,812
Income taxes payable                                                        1,802          --
                                                                        -----------------------
TOTAL CURRENT LIABILITIES                                                  99,776      68,812
-----------------------------------------------------------------------------------------------
LONG-TERM DEBT                                                              7,500       7,644

DEFERRED INCOME TAXES                                                      19,994      22,530
DEFERRED INCOME                                                               339         749
DEFERRED LIABILITIES                                                        1,176       1,282
NONPENSION POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS                      12,861      11,357


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY

Preferred Stock--$1 par value
   Authorized 2,500,000 shares, none issued                                    --          --
Common Stock--$1 par value
   Authorized 100,000,000 shares,
   issued 23,330,494 shares                                                23,330      23,330
Additional paid-in capital                                                 32,823      32,100
Retained earnings                                                         167,901     170,434
Cumulative translation adjustments                                           (741)       (494)
                                                                        -----------------------
                                                                          223,313     225,370

Less common stock in treasury, at cost:
   3,803,659 shares in 1994 and
   3,251,280 shares in 1993                                                69,372      56,003
-----------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                153,941     169,367
-----------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $295,587    $281,741
-----------------------------------------------------------------------------------------------

</TABLE>


See Notes to Consolidated Financial Statements.



22

<PAGE>   24



CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW

(Dollars in thousands)


<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31,                                         1994         1993        1992
-----------------------------------------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES
-----------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>         <C>
NET INCOME                                                  $  6,117     $ 26,286    $ 29,503

Adjustments to reconcile net income to net
cash provided by operating activities:
   Cumulative effect of accounting changes                        --        3,200          --
   Depreciation, depletion and amortization                   11,743       10,622       9,848
   (Gain)/loss on asset disposals                                700         (582)       (831)
   Equity in joint venture income                             (7,874)      (6,962)     (7,287)
   Deferred income taxes                                      (3,319)       1,524        (258)
   Other                                                        (146)         322          58
Change in assets and liabilities net of
effects of disposals:
   (Increase)decrease in short-term investments                1,024        4,060      (4,061)
   (Increase)decrease in accounts receivable                  (2,079)         628       2,309
   (Increase)decrease in inventories                          (2,049)      (7,767)      9,016
   (Increase)decrease in prepaid expenses                     (1,043)       1,012      (2,062)
   Increase(decrease) in accounts payable                      6,209          (68)     (1,684)
   Increase(decrease) in income taxes payable                  4,845       (9,306)        190
   Increase in other liabilities                               1,399        1,489         310
-----------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                     15,527       24,458      35,051

CASH FLOW FROM INVESTING ACTIVITIES
-----------------------------------------------------------------------------------------------
Additions to property, plant and equipment                   (28,388)     (28,802)    (12,487)
Proceeds from asset disposals                                    372        2,330         548
Distributions from joint venture                              10,563        8,387       7,041
Investment in subsidiary                                        (625)        (325)        (93)
Investment in note receivable from joint venture                  --           --     (11,000)
-----------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                        (18,078)     (18,410)    (15,991)

CASH FLOW FROM FINANCING ACTIVITIES
-----------------------------------------------------------------------------------------------
Proceeds from short-term borrowing                            23,000        2,000          --
Proceeds from stock options exercised                            746          993       1,473
Purchase of treasury stock                                   (15,051)     (10,947)     (2,979)
Payment of cash dividends                                     (8,650)      (8,492)     (7,732)
Proceeds from sale of common stock                             1,584        1,935          --
-----------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            1,629      (14,511)     (9,238)

NET CHANGE IN CASH AND CASH EQUIVALENTS                         (922)      (8,463)      9,822
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                 5,581       14,044       4,222
-----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                    $  4,659    $   5,581    $ 14,044
-----------------------------------------------------------------------------------------------

Cash paid during the year for:

   Interest                                                 $  1,208    $     271   $     290
   Income taxes                                                1,900       24,297      17,803
-----------------------------------------------------------------------------------------------

</TABLE>


See Notes to Consolidated Financial Statements.



23

<PAGE>   25

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

YEARS ENDED DECEMBER 31, 1994, 1993 and 1992


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                           Number of Shares                           Amounts
                                         -------------------     ------------------------------------------------------------
                                                                                      Additional                 Cumulative
                                          Common    Treasury     Common    Treasury      Paid-In     Retained   Translation
                                           Stock       Stock      Stock       Stock      Capital     Earnings   Adjustments
-----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>        <C>        <C>           <C>         <C>            <C>
   JANUARY 1, 1992                        23,330     (3,030)    $23,330    $(45,379)     $29,812     $130,869       $   522

Net income                                    --         --          --          --           --       29,503            --
Cash dividends                                --         --          --          --           --       (7,732)           --
Stock option plan transactions
   including related income tax benefit       --        126          --       1,475          329           --            --
Other stock issuances                         --          5          --          59           80           --            --
Purchase of treasury stock                    --        (96)         --      (2,979)          --           --            --
Translation adjustments                       --         --          --          --           --           --          (838)
-----------------------------------------------------------------------------------------------------------------------------
   DECEMBER 31, 1992                      23,330     (2,995)     23,330     (46,824)      30,221      152,640          (316)

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

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

</TABLE>


See Notes to Consolidated Financial Statements.



24

<PAGE>   26


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. Its products are sold to consumers, distributed
principally through retail outlets, and to industrial customers and
distributors.

PRINCIPLES OF CONSOLIDATION

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

FOREIGN CURRENCY TRANSLATION

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

CASH EQUIVALENTS

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

INVENTORIES

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

PROPERTY, PLANT AND EQUIPMENT

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

LONG-TERM SUPPLY CONTRACTS

Long-term supply contracts represent advance payments under certain multi-year
contracts with suppliers of raw materials. Such advance payments are applied
over the lives of the contracts.

INTANGIBLES

Intangibles are comprised of $3,555,700 of goodwill recorded prior to November
1, 1970 which is not being amortized, as management of the Company believes that
there has been no diminution in carrying value.

RESEARCH & DEVELOPMENT

Research & Development costs in the amount of $20,594,000 in 1994, $21,172,000
in 1993 and $17,826,000 in 1992 were charged to operations as incurred.

EARNINGS PER SHARE

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



25

<PAGE>   27

INCOME TAXES

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

PRESENTATION

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


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

The following table presents the carrying amounts and estimated fair values of
the Company's financial instruments at December 31, 1994 and 1993.  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)                                      1994                          1993
---------------------------------------------------------------------------------------------
                                          Carrying         Fair          Carrying        Fair
                                            Amount        Value            Amount       Value
---------------------------------------------------------------------------------------------
<S>                                       <C>          <C>               <C>         <C>

Financial Assets:

   Cash and cash equivalents              $  4,659     $  4,659          $  5,581    $  5,581
   Short-term investments                    2,976        2,976             4,000       4,000
   Note receivable from joint venture       11,000       11,000            11,000      11,000
---------------------------------------------------------------------------------------------
Financial Liabilities:

   Short-term borrowings                    25,000       25,000             2,000       2,000
   Long-term debt                            7,500        7,500             7,500       7,500
---------------------------------------------------------------------------------------------

</TABLE>



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

CASH AND CASH EQUIVALENTS

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

SHORT-TERM INVESTMENTS

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

NOTE RECEIVABLE FROM JOINT VENTURE

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

SHORT-TERM BORROWINGS

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

LONG-TERM DEBT

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



26


<PAGE>   28

FOREIGN EXCHANGE RISK MANAGEMENT

The Company enters into forward exchange contracts to hedge anticipated but not
yet committed sales denominated in the Japanese yen. The terms of these
contracts are for a period of under 18 months. The purpose of the Company's
foreign currency hedging activities is to protect the Company from the risk that
the eventual dollar net cash inflows resulting from the sale of products to
foreign customers will be adversely affected by changes in exchange rates. The
Company believes that because these contracts are traded on exchanges and the
contracts are denominated in a major currency, both credit and market risk is
reduced. The amount outstanding at December 31, 1994 of "sell" contracts,
translated into U.S. dollars using the rates current at the reporting date, was
$2,776,000. The Company's accounting policy is to value these contracts at
market value. At December 31, 1994, the Company had an unrealized gain that was
not material.

3.  INVENTORIES

Inventories are summarized as follows:


<TABLE>
<CAPTION>

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>
Raw materials and supplies                                                $12,237     $12,690
Work in process                                                               103         103
Finished goods                                                             42,343      39,946
---------------------------------------------------------------------------------------------
                                                                          $54,683     $52,739
---------------------------------------------------------------------------------------------

</TABLE>



Inventories valued on the LIFO method totaled $48,780,000 and $46,874,000 at
December 31, 1994 and 1993, respectively, and would have been approximately
$2,827,000 and $2,337,000 higher, respectively, had they been valued using the
first-in, first-out (FIFO) method.


4.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:


<TABLE>
<CAPTION>

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>
Land                                                                     $  3,107    $  3,103
Buildings and improvements                                                 59,874      54,125
Machinery and equipment                                                   135,188     108,665
Office equipment and other assets                                          13,324      11,974
Mineral rights                                                              5,020       3,145
Construction in progress                                                    5,859      15,431
---------------------------------------------------------------------------------------------
                                                                          222,372     196,443
Less accumulated depreciation, depletion and amortization                  83,912      74,248
---------------------------------------------------------------------------------------------
Net property, plant and equipment                                        $138,460    $122,195
---------------------------------------------------------------------------------------------

</TABLE>



Depreciation, depletion and amortization of property, plant and equipment have
been charged to operations in the amount of $11,153,000, $9,805,000, and
$9,034,000 in 1994, 1993, and 1992, respectively. Interest charges in the amount
of $408,000 and $226,000 were capitalized in connection with construction
projects in 1994 and 1993, respectively.



27


<PAGE>   29


5.  EQUITY INVESTMENT

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


<TABLE>
<CAPTION>

(In thousands)                                                  1994         1993        1992
---------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>        <C>
Income Statement Data:

   Net sales                                                 $47,254      $39,701     $39,965
   Gross profit                                               18,146       16,013      16,530
   Net income                                                 14,840       13,017      14,207
   Company's share in net income                               7,420        6,508       7,103
   Elimination of Company's share of
       intercompany interest expense                             454          454         184
---------------------------------------------------------------------------------------------
   Equity in joint venture income                            $ 7,874      $ 6,962     $ 7,287
---------------------------------------------------------------------------------------------

</TABLE>



<TABLE>
<CAPTION>

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>
Balance Sheet Data:

   Current assets                                                         $10,433     $11,329
   Noncurrent assets                                                       32,111      35,245
   Current liabilities                                                      3,807       2,459
   Note payable--Church & Dwight Co., Inc.                                 11,000      11,000
   Partnership capital                                                     27,737      33,115
----------------------------------------------------------------------------------------------
</TABLE>


6.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES


<TABLE>
<CAPTION>

Accounts payable and accrued expenses consist of the following:

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>
Trade accounts payable                                                    $23,372     $22,390
Accrued marketing and promotion costs                                      37,918      35,509
Accrued wages and related costs                                             3,852       4,516
Accrued pension and profit-sharing                                          1,919         257
Other accrued current liabilities                                           5,913       4,140
---------------------------------------------------------------------------------------------
                                                                          $72,974     $66,812
---------------------------------------------------------------------------------------------
</TABLE>



7.  SHORT-TERM BORROWING AND LONG-TERM DEBT

The Company has available unsecured lines of credit with major U.S. banks in the
amount of $42 million of which $25 million was outstanding as of December 31,
1994 and $2 million outstanding as of December 31, 1993. The weighted average
interest rate on borrowings outstanding at December 31, 1994 was 7.2%.

Long-term debt consists of the following:


<TABLE>
<CAPTION>

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>
Industrial Revenue Refunding Bond
    due in installments from 1998-2008                                     $7,500      $7,500
Other                                                                          --         144
---------------------------------------------------------------------------------------------
                                                                           $7,500      $7,644
---------------------------------------------------------------------------------------------
</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 1994 was 3.3%.



28

<PAGE>   30

8.   PENSION PLANS

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

Net pension cost includes the following components:


<TABLE>
<CAPTION>

(In thousands)                                                  1994         1993        1992
---------------------------------------------------------------------------------------------
<S>                                                         <C>            <C>         <C>
Service cost                                                $   414        $ 352       $ 389
Interest cost on projected benefit obligation                   787          766         816
Actual return on plan assets                                    162         (808)       (658)
Net amortization and deferral                                (1,091)        (125)       (334)
---------------------------------------------------------------------------------------------
Net periodic pension cost                                   $   272        $ 185       $ 213
---------------------------------------------------------------------------------------------

</TABLE>




<TABLE>
<CAPTION>

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

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
Actuarial present value of accumulated benefit obligation:
   Vested benefits                                                      $ (8,176)   $ (7,817)
   Nonvested benefits                                                       (508)       (499)
---------------------------------------------------------------------------------------------
                                                                        $ (8,684)   $ (8,316)
---------------------------------------------------------------------------------------------
Actuarial present value of projected benefit obligation
   for service rendered to date                                         $(10,668)   $(10,442)
Plan assets at fair value                                                  9,819      10,520
                                                                      ----------------------
Plan assets in excess of/(less than) projected benefit obligation           (849)         78
Unrecognized net (gain)/loss from past experience different
   from that assumed and effects of changes in assumptions                   382        (312)
Prior service cost not yet recognized in net periodic
   pension cost                                                              289         319
Unrecognized (net asset) at January 1, 1986
   being recognized over 15 years                                             12         (17)
Loss due to currency fluctuations                                             31          21
---------------------------------------------------------------------------------------------
(Accrued)/prepaid pension cost                                          $   (135)   $     89
---------------------------------------------------------------------------------------------

</TABLE>




The assumptions used in determining the present value of the projected benefit
obligation were as follows:


<TABLE>
<CAPTION>
                                                                             1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>
Weighted average discount rate                                               8.0%        7.5%
Future compensation growth rate                                              5.0%        5.0%
Expected long-term rate of return on plan assets                            9.25%        9.4%
---------------------------------------------------------------------------------------------

</TABLE>



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

   The Company also maintains a defined contribution profit sharing plan for
salaried and certain hourly employees. Contributions to the profit sharing plan
charged to earnings amounted to $1,400,000, $0, and $2,776,000 in 1994, 1993,
and 1992, respectively.



29


<PAGE>   31

9.  NONPENSION POSTRETIREMENT BENEFITS

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

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

   The net periodic postretirement benefit cost under the new method amounted to
$1,695,000 and $1,401,000 in 1994 and 1993, respectively. Had the expense for
1994 and 1993 been determined under the previous cash method of accounting, the
amount recognized as expense would have been $184,000 and $129,000,
respectively.

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


<TABLE>
<CAPTION>

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>
Accumulated postretirement benefit obligation:

   Retirees                                                               $ 3,502    $ 4,121
   Fully eligible active participants                                       2,167      1,910
   Other active participants                                                6,010      6,056
---------------------------------------------------------------------------------------------
                                                                           11,679     12,087
   Unrecognized net gain/(loss)                                               307     (1,611)
---------------------------------------------------------------------------------------------

Accrued postretirement benefit obligation                                 $11,986    $10,476
---------------------------------------------------------------------------------------------

Net postretirement benefit cost consisted of the following components:
---------------------------------------------------------------------------------------------
   Service cost - benefits earned during the year                         $   876    $   629
   Interest cost on accumulated postretirement benefit obligation             819        772
---------------------------------------------------------------------------------------------
Net postretirement benefit cost                                           $ 1,695    $ 1,401
---------------------------------------------------------------------------------------------

</TABLE>



   The accumulated postretirement benefit obligation has been determined by
application of the provisions of the Company's medical plans including
established maximums and sharing of costs, relevant actuarial assumptions and
health-care cost trend rates projected at 12 percent in 1995, and ranging to 5.4
percent through the year 2007 and beyond. The effect of a one-percent increase
in the assumed cost trend rate would increase the accumulated postretirement
benefit obligation by approximately $2,150,000 and increase the net periodic
postretirement benefit cost for 1994 by $382,000. The assumed discount rate used
in determining the accumulated postretirement benefit obligation was 8.0% in
1994 and 7.5% in 1993.


10.  POSTEMPLOYMENT BENEFITS

   During the fourth quarter of 1993, the Company elected to adopt, effective as
of January 1, 1993, the accounting provisions of Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits." This standard requires that the cost of benefits provided to former
or inactive employees be recognized on the accrual basis of accounting.
Previously, the Company recognized postemployment benefit costs (primarily
medical benefits provided to certain employees receiving long-term disability
benefits) when paid. The cumulative effect of this change in accounting
principle resulted in a charge against 1993 earnings of $533,000, net of a
related tax benefit of $348,000. Adoption of this standard did not materially
affect income before cumulative effect of accounting changes in 1993 or 1994.



30

<PAGE>   32

11.  INCOME TAXES

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

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


<TABLE>
<CAPTION>

(In thousands)                                                  1994         1993        1992
---------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>          <C>
Domestic                                                    $11,321      $48,428      $46,038
Foreign                                                      (1,589)        (632)       1,112
---------------------------------------------------------------------------------------------
Total                                                       $ 9,732      $47,796      $47,150
---------------------------------------------------------------------------------------------

</TABLE>



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


<TABLE>
<CAPTION>

(In thousands)                                                  1994         1993        1992
---------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>         <C>
Current:

   U.S. federal                                             $ 5,793      $15,238     $14,212
   State                                                      1,034        3,309       3,313
   Foreign                                                      102         (507)        401
---------------------------------------------------------------------------------------------
                                                            $ 6,929      $18,040     $17,926
---------------------------------------------------------------------------------------------
Deferred:

   U.S. federal                                             $(3,069)     $   126     $  (259)
   State                                                       (327)          14         (57)
   Foreign                                                       82          130          37
---------------------------------------------------------------------------------------------
                                                            $(3,314)     $   270     $  (279)
---------------------------------------------------------------------------------------------
Total Provision                                             $ 3,615      $18,310     $17,647
---------------------------------------------------------------------------------------------

</TABLE>




<TABLE>
<CAPTION>

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

(In thousands)                                                               1994        1993
---------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
Current deferred tax assets:

   Marketing expenses, principally coupons                              $ (7,646)   $ (6,115)
   Reserves and other liabilities                                         (2,067)     (2,356)
   Uniform capitalization of expenses                                     (1,193)     (1,413)
   Accounts receivable                                                      (695)       (630)
   Other                                                                    (326)       (635)
---------------------------------------------------------------------------------------------
   Total current deferred tax assets                                     (11,927)    (11,149)
---------------------------------------------------------------------------------------------
Noncurrent deferred tax liabilities/(assets):

   Nonpension postretirement and postemployment benefits                  (5,092)     (4,542)
   Loss carryforward                                                        (912)         --
   Valuation allowance                                                       912          --
   Depreciation and amortization                                          23,068      24,457
   Investment in purchased tax credits                                     1,576       2,152
   Provision on foreign subsidiaries' unremitted earnings                    282         287
   Other                                                                     160         176
---------------------------------------------------------------------------------------------
   Net noncurrent deferred tax liabilities                                19,994      22,530
---------------------------------------------------------------------------------------------
Net deferred tax liability                                              $  8,067    $ 11,381
---------------------------------------------------------------------------------------------

</TABLE>


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



31


<PAGE>   33

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


<TABLE>
<CAPTION>

(In thousands)                                                  1994         1993        1992
---------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>
Statutory rate                                                  35%          35%         34%
Tax which would result from use of the
   federal statutory rate                                    $3,406      $16,729     $16,031
---------------------------------------------------------------------------------------------
Depletion                                                      (415)        (459)       (462)
Research & Development credit                                  (700)        (511)       (324)
State and local income tax, net of federal effect               460        2,160       2,183
Varying tax rates of foreign affiliates                          12           80          33
Non-recognition of foreign affiliate loss                       718           --          --
Effect of tax rate change on deferred tax
   assets and liabilities                                        --          270          --
Other                                                           134           41         186
---------------------------------------------------------------------------------------------
                                                                209        1,581       1,616
---------------------------------------------------------------------------------------------
Recorded tax expense                                         $3,615      $18,310     $17,647
---------------------------------------------------------------------------------------------
Effective tax rate                                            37.1%        38.3%       37.4%
---------------------------------------------------------------------------------------------

</TABLE>



12.  STOCK OPTION PLANS

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


<TABLE>
<CAPTION>

Stock option transactions for the two years          Number of               Option Price
ended December 31, 1994 were as follows:              Shares               (range per share)
---------------------------------------------------------------------------------------------
<S>                                                 <C>                  <C>
Outstanding at January 1, 1993                      1,118,084            $   5.75  -  $ 31.94

       Grants                                         212,200            $  23.88  -  $ 32.25
       Exercised                                       85,801            $   5.75  -  $ 28.88
       Cancelled                                       38,600            $  19.00  -  $ 32.25
---------------------------------------------------------------------------------------------
Outstanding at December 31, 1993                    1,205,883            $   6.08  -  $ 32.25

       Grants                                         970,900            $  17.13  -  $ 27.88
       Exercised                                       73,835            $   6.08  -  $ 19.00
       Cancelled                                      165,600            $  15.75  -  $ 32.25
---------------------------------------------------------------------------------------------
Outstanding at December 31, 1994                    1,937,348            $   8.94  -  $ 32.25
---------------------------------------------------------------------------------------------
Exercisable at December 31, 1994                      650,848            $   8.94  -  $ 31.50
---------------------------------------------------------------------------------------------

</TABLE>



13.  RESTRUCTURING CHARGES

The Company recorded restructuring charges in 1994 related to items; (1) $3.9
million associated with a cost reduction program designed to trim operating
costs principally through a reduction in workforce; and (2) $3.0 million for the
write-off of assets and accruals associated with the manufacturing of certain
laundry detergent products that were discontinued. As of December 31, 1994, 62
employees had been terminated as a part of the workforce reduction program.

   In 1993, the Company recorded a restructuring charge in the amount of $2.9
million in connection with the one-time costs to consolidate production
facilities, including the cost of asset retirements, asset relocation and, to a
lesser extent, employee-related costs.

Components of the restructuring charges and the outstanding reserve balances
included in accounts payable and accrued expenses consist of the following:


<TABLE>
<CAPTION>

                                         Restructuring       Disposals/          Reserves
                                            Charges           Payments       at Dec. 31, 1994
---------------------------------------------------------------------------------------------
<S>                                         <C>               <C>                 <C>
Fixed asset disposals                       $3,287            $(3,287)            $   --
Fixed asset removal and demolition           1,118               (126)               992
Severance and related                        4,207             (2,053)             2,154
Other                                        1,233                 --              1,233
---------------------------------------------------------------------------------------------
                                            $9,845            $(5,466)            $4,379

</TABLE>




32


<PAGE>   34


14.  DISPOSITIONS

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

   In December 1993, the Company received $2,250,000 in final settlement of a
licensing agreement in connection with its 1989 sale of the National Vitamin
Products line. Pursuant to the licensing agreement, the Company had previously
received fees in the amounts of $378,000, $474,000 and $532,000 in 1992, 1991
and 1990, respectively.

15.  OFFICER LOAN GUARANTEES

In accordance with a long-term compensation plan approved by the Board of
Directors, the Company sold shares of its common stock to senior officers
totaling 70,000 shares and 60,000 shares in 1994 and 1993, respectively. The
selling prices were $22.63 and $32.25 per share, respectively, and in each case
represented the market price on the date of sale. These transactions, financed
through loans to the individuals by financial institutions have been guaranteed
by the Company. The amount of these guarantees outstanding at December 31, 1994
was $2,970,000.

16.  COMMON STOCK VOTING RIGHTS AND RIGHTS AGREEMENT

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

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

17.  COMMITMENTS AND CONTINGENCIES

a. Rent expense amounted to $4,009,000 in 1994, $4,313,000 in 1993, and
$3,650,000 in 1992. The Company is obligated for minimum annual rentals under
non-cancellable long-term operating leases as follows:


<TABLE>
<CAPTION>

(In thousands)
---------------------------------------------------------------------------------------------
<S>                                           <C>                       <C>
                                                    1995                $ 3,092
                                                    1996                  2,804
                                                    1997                  2,370
                                                    1998                  1,842
                                                    1999                  1,668
                                              Thereafter                  4,402
---------------------------------------------------------------------------------------------
Total future minimum lease commitments                                  $16,178
---------------------------------------------------------------------------------------------

</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.



33


<PAGE>   35

18.  UNAUDITED QUARTERLY FINANCIAL INFORMATION


<TABLE>
<CAPTION>

(In thousands, except for per share data)
---------------------------------------------------------------------------------------------
                                       First      Second       Third       Fourth        Full
                                     Quarter     Quarter     Quarter      Quarter        Year
---------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>          <C>         <C>
1994

Net sales                           $111,511    $130,656    $132,581     $116,300    $491,048
Gross profit                          47,320      57,798      60,123       44,536     209,777
Income/(loss) from operations          1,778       8,405      (2,642)      (6,067)      1,474
Equity in joint venture income         1,621       2,194       2,041        2,018       7,874
Net income/(loss)                      2,419       6,388        (259)      (2,431)      6,117
Net income/(loss) per share            $ .12       $ .32       $(.01)       $(.12)      $ .31
---------------------------------------------------------------------------------------------
1993

Net sales                           $123,897    $130,308    $129,183     $124,263    $507,651
Gross profit                          59,145      60,877      59,977       54,809     234,808
Income from operations                 7,586       7,613      13,300        7,124      35,623
Equity in joint venture income         1,800       2,143       1,312        1,707       6,962
Income before accounting
   changes                             6,126       6,443       9,694        7,223      29,486
Net income                             2,926       6,443       9,694        7,223      26,286
Income per share before
   accounting changes                  $ .30       $ .32       $ .48        $ .36       $1.46
Net income per share                     .14         .32         .48          .36        1.30
---------------------------------------------------------------------------------------------
1992

Net sales                           $110,787    $123,241    $128,457     $133,971    $496,456
Gross profit                          51,305      55,603      59,287       63,444     229,639
Income from operations                 5,108       9,346      13,033       10,226      37,713
Equity in joint venture income         1,725       1,853       1,596        2,113       7,287
Net income                             4,410       7,414       9,378        8,301      29,503
Net income per share                   $ .22       $ .36       $ .46        $ .41       $1.45
---------------------------------------------------------------------------------------------

</TABLE>




34



<PAGE>   36



INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying consolidated balance sheets of Church &
Dwight Co., Inc., and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

   In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Church & Dwight Co., Inc. and
subsidiaries at December 31, 1994 and 1993, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1994 in conformity with generally accepted accounting principles.

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





DELOITTE & TOUCHE LLP
Parsippany, NJ
January 25, 1995




35


<PAGE>   37


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
ELEVEN-YEAR FINANCIAL REVIEW

(Dollars in millions, except per share data)


<TABLE>
<CAPTION>

OPERATING RESULTS              1994     1993     1992     1991     1990     1989     1988     1987     1986     1985    1984
----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>
Net sales:

Consumer products           $ 393.0    410.4    409.3    386.1    331.1    295.6    249.4    231.6    218.9    180.2   144.4
Specialty products             98.0     97.3     87.2     80.7     80.2     75.8     82.1     73.5     53.3     51.2    40.2
Total                         491.0    507.7    496.5    466.8    411.3    371.4    331.5    305.1    272.2    231.4   184.6
----------------------------------------------------------------------------------------------------------------------------
Marketing                   $ 128.4    116.1    115.8     89.1     66.3     43.0     35.1     37.1     39.2     29.9    22.8
----------------------------------------------------------------------------------------------------------------------------
Research & Development      $  20.6     21.2     17.8     13.4     12.3      7.9      6.3      5.4      4.9      4.7     3.3
----------------------------------------------------------------------------------------------------------------------------
Income from operations      $   1.5     35.6     37.7     34.0     28.9     25.2     23.6     20.1     17.9     21.7    18.3
----------------------------------------------------------------------------------------------------------------------------
Net income                  $   6.1     26.3     29.5     26.5     22.5      8.6     16.5     14.0     12.8      4.7    11.2
----------------------------------------------------------------------------------------------------------------------------
Net income per share        $   .31     1.30     1.45     1.29     1.05      .42      .75      .64      .60      .23     .55
----------------------------------------------------------------------------------------------------------------------------
  % of sales                   1.2%     5.2%     5.9%     5.7%     5.5%     2.3%     5.0%     4.6%     4.7%     2.0%    6.1%
----------------------------------------------------------------------------------------------------------------------------

FINANCIAL POSITION
----------------------------------------------------------------------------------------------------------------------------
Total assets                $ 295.6    281.7    261.0    244.3    249.2    242.5    241.7    245.4    227.9    148.9   142.0
Long-term debt                  7.5      7.6      7.7      7.8     29.6     52.2     55.6     56.8     59.2     20.8    22.3
Stockholders' equity          153.9    169.4    159.1    139.2    118.7    111.6    112.0    116.1    104.8     74.1    72.6
----------------------------------------------------------------------------------------------------------------------------
Long-term debt as a %
  of total capitalization        5%       4%       5%       5%      20%      32%      33%      33%      36%      23%     24%
----------------------------------------------------------------------------------------------------------------------------
Working capital             $  24.5     54.6     40.7     34.1     46.1     66.8     58.8     68.8     61.9     41.5    32.7
----------------------------------------------------------------------------------------------------------------------------
Current ratio                   1.2      1.8      1.5      1.4      1.6      2.2      2.2      2.5      2.6      2.3     2.2
----------------------------------------------------------------------------------------------------------------------------

OTHER DATA
----------------------------------------------------------------------------------------------------------------------------
Average common shares
  outstanding (in thousands) 19,706   20,223   20,338   19,831   20,455   20,728   21,985   21,976   21,415   20,631  20,453
----------------------------------------------------------------------------------------------------------------------------
Return on average
   stockholders' equity        3.8%    16.0%    19.8%    20.5%    19.5%     7.7%    14.4%    12.7%    14.3%     6.4%   16.2%
----------------------------------------------------------------------------------------------------------------------------
Cash dividends paid         $   8.7      8.5      7.7      6.7      6.1      5.4      5.1      4.7      4.3      3.9     3.6
----------------------------------------------------------------------------------------------------------------------------
Cash dividends paid
   per common share         $   .44      .42      .38      .34      .30      .26      .23   .211/2   .201/2   .191/2  .181/8
----------------------------------------------------------------------------------------------------------------------------
Stockholders' equity
   per common share         $  7.88     8.43     7.82     6.85     5.87     5.39     5.35     5.27     4.78     3.68    3.66
----------------------------------------------------------------------------------------------------------------------------
Additions to property,
   plant and equipment      $  28.4     28.8     12.5     19.3     10.0     10.4     11.3     12.4     20.6      8.6    17.5
----------------------------------------------------------------------------------------------------------------------------
Depreciation and
   amortization             $  11.7     10.6      9.8      9.5      8.9      8.5      8.2      7.8      5.1      5.6     4.2
----------------------------------------------------------------------------------------------------------------------------
Employees at year-end         1,028    1,096    1,092    1,081      994    1,070    1,000      950      900      645     551
Statistics per employee:
(in thousands)
   Sales                    $   478      463      455      432      414      347      332      321      302      359     335
   Operating earnings             1       33       35       31       29       24       24       21       20       34      33
----------------------------------------------------------------------------------------------------------------------------

</TABLE>



<PAGE>   38

DIRECTORS

CYRIL C. BALDWIN, JR.
Chairman of the Board and
Chief Executive Officer
Cambrex Corporation
Director since 1983

WILLIAM R. BECKLEAN
Senior Vice President
Tucker Anthony, Inc.
Director since 1980

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

ROSINA B. DIXON, M.D.
Physician and Consultant
Director since 1979

J. RICHARD LEAMAN, JR.
President and Chief Executive Officer
S. D. Warren Company
Director since 1985

JOHN D. LEGGETT III, PH.D.
President
Sensor Instruments Co., Inc.
Director since 1979

ROBERT A. MCCABE
President
Pilot Capital Corporation
Director since 1987

DWIGHT C. MINTON
Chairman and Chief Executive Officer
Church & Dwight Co., Inc.
Director since 1965

DEAN P. PHYPERS
Retired Senior Vice President
International Business Machines Corporation
Director since 1974

JARVIS J. SLADE
Partner
Hampton Capital Company
Director since 1970

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


OFFICERS

DWIGHT C. MINTON
Chairman and Chief Executive Officer

MARK A. BILAWSKY
Vice President
General Counsel and Secretary

MARK G. CONISH
Vice President Manufacturing and Distribution

ROBERT A. DAVIES III
Vice President
President Arm & Hammer Division

ANTHONY P. DEASEY
Vice President Finance and
Chief Financial Officer

KENNETH J. GIACIN
Vice President
Business Development and Technology

MICHAEL J. KENNY
Vice President
President Specialty Products Division

HERMAN L. MARDER
Vice President Special Projects

DENNIS M. MOORE
Vice President Administration

LEO T. BELILL
Vice President
Specialty Products Division

JAMES P. CRILLY
Vice President Sales
Arm & Hammer Division

GARY P. HALKER
Vice President and Chief Information Officer

RONALD D. MUNSON
Vice President International Operations
Specialty Products Division

ALBERT R. NICUSANTI
Vice President/General Manager
Household Products
Arm & Hammer Division

MARTIN A. PICKUS
Vice President and Treasurer

MARK L. STOLP
Controller



36

<PAGE>   39

INVESTOR INFORMATION

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

INDEPENDENT AUDITORS
Deloitte & Touche LLP
2 Hilton Court
Parsippany, NJ 07054

TRANSFER AGENT AND REGISTRAR
Chemical Bank
450 West 33rd Street
New York, NY 10001

THE ANNUAL MEETING OF STOCKHOLDERS
WILL BE HELD AT:
11:00 a.m. Thursday, May 11, 1995
The Asia Society, 725 Park Avenue,
New York City.

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

10-K REPORT
Stockholders may obtain a copy of the Company's Form 10-K Annual Report to the
Securities and Exchange Commission, for the year ended December 31, 1994 by
writing to the Treasurer at Corporate Headquarters.

QUARTERLY REPORTS
Church & Dwight Co., Inc. mails quarterly reports to stockholders of record and
to other persons who request copies. If your shares are not registered in your
name but are held at a broker, bank or other intermediary, you can receive
quarterly reports if you send a written request for such reports and provide
your name and address to Chemical Bank. Your request should be sent to:
Church & Dwight Co., Inc.
Chemical Bank
J.A.F. Building
P. O. Box 3070
New York, NY 10116-3070

STOCKHOLDER INQUIRIES
Communications concerning stockholder records, stock transfer, changes of
ownership, account consolidations, dividends and change of address should be
directed to:
Church & Dwight Co., Inc.
Chemical Bank
J.A.F. Building
P .O. Box 3068
New York, NY 10116-3068
1-800-851-9677

DIVIDEND REINVESTMENT PLAN
Church & Dwight Co., Inc. offers an automatic
Dividend Reinvestment Plan for our Common Stockholders. The Plan provides a
convenient and economical method for stockholders of record to reinvest their
dividends automatically or make optional cash payments toward the purchase of
additional shares without paying brokerage commissions or bank service charges.
For details, contact:
Church & Dwight Co., Inc.
Dividend Reinvestment Plan
Chemical Bank
J.A.F. Building
P. O. Box 3069
New York, NY 10116-3069
1-800-851-9677











Church & Dwight Co., Inc. is an equal opportunity employer. The Company conducts
its business without regard to race, color, age, religion, sex, national origin
or handicap.

(C) CHURCH & DWIGHT CO., INC. 1995



37

<PAGE>   40

[ARM & HAMMER LOGO]

CHURCH & DWIGHT CO., INC.
469 North Harrison Street
Princeton, NJ  08543-5297








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



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

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

3)      DeWitt International Corporation
        Incorporated in the State of Delaware

4)      Brotherton Chemicals Ltd.
        Incorporated in the United Kingdom

5)      Industrias Bicarbon De Venezuela, S.A.

        The Company's remaining subsidiaries, if considered in the aggregate as
a single subsidiary, would not constitute a significant subsidiary as of
December 31, 1994.

                                     - 21 -





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                            4659
<SECURITIES>                                      2976
<RECEIVABLES>                                   45,316
<ALLOWANCES>                                       912
<INVENTORY>                                     54,683
<CURRENT-ASSETS>                               124,312
<PP&E>                                         222,372
<DEPRECIATION>                                  83,912
<TOTAL-ASSETS>                                 295,587
<CURRENT-LIABILITIES>                           99,776
<BONDS>                                          7,500
<COMMON>                                        23,330
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     130,611
<TOTAL-LIABILITY-AND-EQUITY>                   295,587
<SALES>                                        491,048
<TOTAL-REVENUES>                               491,048
<CGS>                                          281,271
<TOTAL-COSTS>                                  281,271
<OTHER-EXPENSES>                                  6941
<LOSS-PROVISION>                                   700
<INTEREST-EXPENSE>                                 890
<INCOME-PRETAX>                                   9732
<INCOME-TAX>                                      3615
<INCOME-CONTINUING>                               6117
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      6117
<EPS-PRIMARY>                                      .31
<EPS-DILUTED>                                      .31
        

</TABLE>