Sigma Aldrich Corp – ‘PREM14A’ for 12/31/95

As of:  Wednesday, 3/13/96   ·   For:  12/31/95   ·   Accession #:  90185-96-4   ·   File #:  0-08135

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger     28±   122K 
                          or Acquisition                                         

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PREM14A
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SCHEDULE 14A                              
(Rule 14a-101)                              
INFORMATION REQUIRED IN PROXY STATEMENT                             

SCHEDULE 14A INFORMATION                              
Proxy Statement Pursuant to Section 14(a) of the Securities                     
Exchange Act of 1934 (Amendment No.     )                             

Filed by the registrant   [X]                                                   

Filed by a party other than the registrant   [ ]                                

Check the appropriate box:                                                      

[X]  Preliminary proxy statement          [ ]   Confidential, for Use of the    
[ ]  Definitive proxy                           Commission Only (as permitted by
[ ]  Definitive additional materials            Rule 14a-6(e)(2))               
[ ]  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12              

Sigma-Aldrich Corporation   
(Name of Registrant as Specified in Its Charter)  

Sigma-Aldrich Corporation   
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):                              

[X]  $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or     
Item 22(a)(2) of Schedule 14A.                                        
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule       
14a-6(i)(3).                                                          
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

(1)  Title of each class of securities to which transaction applies:  
(2)  Aggregate number of securities to which transaction applies:     
(3)  Per unit price or other underlying value of transaction computed 
     pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
 the filing fee is calculated and state how it is determined):
(4)  Proposed maximum aggregate value of transaction:                 
(5)  Total fee paid:                                                  

[ ]  Fee paid previously with preliminary materials.                            
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)  Amount previously paid:                                          
(2)  Form, Schedule or Registration Statement No.:                    
(3)  Filing party:                                                    
(4)  Date filed:                                                      

SIGMA-ALDRICH CORPORATION 

3050 Spruce Street  
St. Louis, Missouri 63103   

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held May 7, 1996    

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Sigma-Aldrich 
Corporation will be held at The Boatmen's National Bank of St. Louis, 800       
Market Street, St. Louis, Missouri 63101, on Tuesday, May 7, 1996, at 11:00     
A.M., Central Daylight Time, for the following purposes:                        

1.   To elect eight directors;                                        

2.   To consider and vote upon a proposal to amend the Certificate of 
    Incorporation of the Company to increase the number of shares of
the Company's authorized common stock from 100,000,000 to   
200,000,000 shares;                                         

3.   To consider and vote upon approval of the Third Amendment and    
Restatement of the Company's Incentive Stock Bonus Plan; and

4.   To transact such other business as may properly come before the  
meeting and any adjournments thereof.                       

Only shareholders of record as of the close of business on March 8, 1996, are   
entitled to notice of, and to vote at, the meeting.                             

                                   By Order of the Board of Directors,

                              Thomas M. Tallarico, Secretary

March 29, 1996                                                                  

Your vote is important.  Even if you expect to attend the meeting in person,    
please mark, date and sign the enclosed proxy and return it to the Company's    
transfer agent, Boatmen's Trust Company, P.O. Box 14764, St. Louis, Missouri    
63178-9926.  A return envelope, which does not require postage if mailed in     
the United States, is enclosed for your convenience.  Shareholders who attend   
the meeting may revoke their proxies and vote in person if they desire.         

SIGMA-ALDRICH CORPORATION 

PROXY STATEMENT 

Annual Meeting of Shareholders

May 7, 1996 

The enclosed proxy is solicited by the Board of Directors of Sigma-Aldrich      
Corporation (the "Company") for use at the Annual Meeting of Shareholders (the  
"Meeting") to be held on Tuesday, May 7, 1996, and any adjournments thereof.    
Any shareholder giving the proxy has the power to revoke it at any time before  
it is voted by written notice mailed to the Company's transfer agent, Boatmen's 
Trust Company, P.O. Box 14764, St. Louis, Missouri 63178-9926, or by submitting 
a later-dated proxy.  If the proxy is not so revoked and it is not revoked in   
person at the Meeting, such proxy will be voted as designated and, if no        
designation is made, will be voted in favor of the nominees for directors, for  
the amendment of the Certificate of Incorporation and for the approval of the   
Third Amendment and Restatement of the Incentive Stock Bonus Plan.              

Shareholders of record at the close of business on March 8, 1996, are entitled  
to notice and will be entitled to vote at the Meeting and at any adjournments   
thereof. As of the close of business on March 8, 1996, there was a total of     
49,934,910 shares of common stock outstanding.  Shareholders will be entitled   
to one vote for each share held on all matters, including the election of       
directors.                                                                      

The cost of solicitation of proxies will be borne by the Company.  In addition  
to the use of the mails, proxies may be solicited personally, or by telephone or
telegraph, by employees of the Company without additional compensation.  The    
Company also may retain Georgeson & Company, Inc., a professional proxy         
solicitor, or another professional solicitor, to assist in soliciting proxies.  
The solicitor's fee is estimated at $5,000 to $10,000, plus expenses, depending 
upon the extent of the solicitor's activities.  Brokers, dealers, banks and     
their nominees will be requested to forward proxy material to the beneficial    
owners of stock held by them of record and the Company will reimburse them      
for their reasonable out-of-pocket and clerical expenses upon their request.    

This Proxy Statement and accompanying form of proxy are first being sent to     
shareholders on or about March 29, 1996.                                        

The mailing address of the Company's principal executive office is 3050 Spruce  
Street, St. Louis, Missouri 63103.                                              

PREM14A
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ELECTION OF DIRECTORS 

Eight directors of the Company are to be elected to hold office until the next  
annual meeting and until their successors are elected and qualified.  The       
persons named as proxies in the accompanying proxy intend to vote for the       
election of the nominees named below.  If for any reason any of the nominees    
shall be unavailable, the persons named in the proxy may exercise               
discretionary authority to vote for substitutes proposed by the Board of        
Directors.                                                                      

Nominees for Board of Directors                                                 

Following are the nominees for directors of the Company, their principal        
occupation, background, period of service as a director of the Company and age. 
All of the nominees are presently directors of the Company and were elected     
to their present terms as directors at the 1995 Annual Meeting of               
Shareholders.  There are no family relationships between any of the directors or
between any of the directors and any executive officer of the Company or its    
subsidiaries.                                                                   

Carl T. Cori        Chairman of the Board and Chief Executive Officer of        
       the Company.  Dr. Cori has been Chief Executive
         Officer for more than five years.  He was elected
        Chairman of the Board in May 1991 and has been a
         director of the Company since 1977.  He served as
         President of the Company for more than five years
until March 1995.  Age 59.              

David R. Harvey     President and Chief Operating Officer of the Company.       
          Dr. Harvey has been Chief Operating Officer of the
        Company for more than five years and was elected
           President in March 1995, after serving as Executive
             Vice President for more than five years.  He has been
      a director of the Company since 1981.  Age 56.

David M. Kipnis     Distinguished University Professor of Medicine,             
            Washington University School of Medicine, St. Louis,
             Missouri, since October 1992.  Prior to that time, he
           was Chairman and Professor, Department of Medicine,
    Washington University School of Medicine and
       Physician-in-Chief, Barnes Hospital, St. Louis,
                Missouri, for more than five years.  Dr. Kipnis has been
      a director of the Company since 1984.  Age 68.

Andrew E. Newman    Chairman of the Board and Chief Executive Officer of Race   
               Rock International, a theme restaurant, since September
         1995.  From 1987 to April 1995 he was Chairman of
            the Board, Edison Brothers Stores, Inc., a specialty
                 fashion retailer, St. Louis, Missouri, for more than five
            years.  On November 3, 1995, Edison Brothers Stores,
                 Inc. filed a petition for reorganization under Chapter 11
            of the federal bankruptcy code.  Mr. Newman has been
           a director of the Company since 1989.  He is also a
           director of Edison Brothers Stores, Inc., Boatmen's
           Bancshares, Inc. and Lee Enterprises, Inc.  Age 51.

William C. O'Neil, Jr.   Chairman of the Board, President and Chief Executive   
                         Officer, ClinTrials Research, Inc., a clinical research
                  services company, Nashville, Tennessee, for more
                         than five years.  Mr. O'Neil has been a director of the
               Company since 1987.  He is also a director of
                 ClinTrials Research, Inc., American Healthcorp,
                      Advocat, Inc.  and Atrix Laboratories, Inc.  Age 61.

Jerome W. Sandweiss Of Counsel, Blumenfeld, Kaplan & Sandweiss, P.C.,           
            Attorneys at Law, St. Louis, Missouri, for more than
             five years.  Mr. Sandweiss has been a director of the
Company since 1975.  Age 71.            

D. Dean Spatz       Chairman of the Board, President and Chief Executive        
          Officer of Osmonics, Inc., a manufacturer of water
                  purification, fluid separation and fluid handling products
            and equipment, Minneapolis, Minnesota, for more than
         five years.  Mr. Spatz has been a director of the
     Company since 1994.  He is also a director of
           Osmonics, Inc. and Structural Instrumentation, Inc.
Age 52.                                 

Thomas N. Urban     Chairman of the Board of Pioneer Hi-Bred                    
               International, Inc., a developer and producer of hybrid
             corn and other seeds, Des Moines, Iowa, for more than
         five years.  Mr. Urban has been a director of the
             Company since 1990.  He is also a director of Pioneer
         Hi-Bred International, Inc. and Equitable of Iowa
Companies.  Age 61.                     

Directors Meetings and Committees                                               

The Board of Directors met four times during 1995.  Each director attended at   
least 75% of the aggregate of the meetings of the Board and its Committees on   
which he served during 1995.                                                    

The Board of Directors has three committees which function throughout the year. 
The Audit Committee, of which Messrs. Newman, Sandweiss and Spatz (Chairman)    
are members, met once in the past year.  The function of this Committee is to   
recommend a public accounting firm to be retained for the coming year, to       
review the scope and results of the annual audit by such firm and to review     
the Company's financial statements.  The Compensation Committee, consisting     
of Messrs. Newman, O'Neil (Chairman) and Urban, reviews all areas of            
executive compensation and advancement within the Company.  The Committee       
held one meeting in the past year.  The Nominating Committee, of which          
Dr. Kipnis and Messrs. Newman, O'Neil (Chairman) and Urban are members,         
recommends nominees to the Board of Directors.  It will consider nominees       
recommended by shareholders for election to the Board of Directors              
provided the names of such nominees, accompanied by relevant biographical       
information, are submitted in writing to the Secretary of the Company.  In      
February of each year, the Nominating Committee generally proposes              
to the Board nominees for directors to be elected at the Company's Annual       
Meeting of Shareholders.  Therefore, in order to be considered by the           
Nominating Committee, prospective nominee recommendations should be             
received by the Secretary no later than January 15th.  The Committee held       
one meeting in the past year.                                                   

Director Compensation and Transactions                                          

Directors who are not employed or retained as legal counsel by the Company are  
compensated by an annual fee of $10,000 and receive $2,500 for each directors   
or committee meeting attended plus reimbursement of their travel expenses.      

The Company retained Blumenfeld, Kaplan & Sandweiss, P.C., of which Mr.         
Sandweiss is Of Counsel, during 1995 and expects to use the firm in 1996.  Dr.  
Kipnis rendered certain consulting services to the Company during 1995 for which
he received $54,000.                                                            

          SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE
          OFFICERS AND PRINCIPAL BENEFICIAL OWNERS

Directors and Executive Officers                                                

The following table sets forth the amount of the Company's common stock         
beneficially owned by each of the directors and executive officers of the       
Company, and by all directors and executive officers of the Company as a        
group, all as of March 8, 1996, based upon information obtained from such       
persons:                                                                        
                                                                Shares
                                                                Beneficially
  Name                         Company Position                 Owned (1)(2)
---------------          -------------------------------          -----------   
Carl T. Cori             Director, Chairman of the Board           142,535      
and Chief Executive Officer   

Peter A. Gleich          Vice President, Treasurer                  78,740 (3)  
and Chief Financial Officer   

David R. Harvey          Director, President and Chief              70,220      
Operating Officer             

David M. Kipnis          Director                                    4,943      

Andrew E. Newman         Director                                    2,000      

William C. O'Neil, Jr.   Director                                    2,000      

Kirk A. Richter          Controller                                 30,500 (3)  

Jerome W. Sandweiss      Director                                    7,000      

D. Dean Spatz            Director                                    2,100      

Thomas M. Tallarico      Vice President and Secretary               19,200 (3)  

Thomas N. Urban          Director                                    2,453      

Directors and executive                                             361,691 (3) 
officers as a group                                                         

(1) Each nominee has both sole voting power and sole investment power with      
 respect to the shares set forth in the table opposite his name, except as
follows:  Messrs. Gleich, Richter and Spatz share voting and investment 
power as to 43,200, 19,500 and 2,100 shares, respectively, held in joint
tenancy with their spouses.  Shares owned separately by spouses are not 
included.                                                               

(2) Represents less than one percent (1%) of the Company's common stock         
  outstanding as of March 8, 1996, for each of the named individuals and the
group.                                                                  

(3) Includes 19,000, 11,000, 19,000 and 49,000 shares subject to stock options  
that are exercisable as of or within sixty days of March 8, 1996, for   
 Messrs. Gleich, Richter and Tallarico and for the directors and executive
officers as a group, respectively.                                      

Principal Beneficial Owners                                                     

The following table sets forth information for each person who, to the knowledge
of the Company, beneficially owned more than five percent (5%) of the Company's 
common stock.  Each beneficial owner has sole voting power and sole investment  
power with respect to the shares set forth opposite their name.                 

                     Shares Beneficially   Percent of Shares
Name and Address                      Owned             Outstanding             
----------------               -------------------   -----------------          
Alfred R. Bader                    2,881,030 (1)           5.8%                 
2961 North Shepard Avenue                                                   
Milwaukee, WI 53211                                                         

State Farm Mutual Automobile                                                    
Insurance Co.                    4,239,040 (2)           8.5%               
and its affiliates                                                          
One State Farm Plaza                                                        
Bloomington, IL 61710                                                       

(1) As set forth in such person's Schedule 13G, dated January 25, 1995, filed   
with the Securities and Exchange Commission.                            

(2) As set forth in such company's Schedule 13G, dated January 23, 1996, filed  
with the Securities and Exchange Commission.                            

Reporting Requirements                                                          

Section 16(a) of the Securities and Exchange Act of 1934 requires that the      
Company's executive officers, directors and persons who own beneficially more   
than ten percent of the Company's outstanding stock, file reports of ownership  
and changes in ownership with the Securities and Exchange Commission and any    
national securities exchange on which the Company's securities are listed and   
furnish the Company with copies of all Section 16(a) reports so filed.  Based   
solely on a review of forms and certain written representations furnished to    
the Company, the Company believes that its executive officers and directors     
complied with all applicable Section 16(a) filing requirements during 1995.     

INFORMATION CONCERNING EXECUTIVE COMPENSATION   

The following table presents compensation information for each of the five      
executive officers for the years ended December 31, 1995, 1994 and 1993:        

                                                        [Enlarge/Download Table]

                                                   Summary Compensation Table                           

                                                                    Long-term Compensation              
                                                                    -------------------------           
                                                                    Number of                           
                                       Annual Compensation            Shares                            
                                   --------------------------       Underlying                          
                                                 Other Annual         Options       LTIP       All Other
Name/Position        Year          Salary        Comp. (1)(2)         Granted     Payouts (1)  Comp. (3)
-------------        ----         --------       ------------         -------     -----------  ---------
                                                                                                        
Carl T. Cori         1995         $660,000         $196,033             ---        $299,000     $2,000  
Chairman & CEO       1994          600,000          285,002             ---         434,700      2,000  
                     1993          600,000          299,721             ---         457,150      2,858  

Peter A. Gleich      1995          285,000           46,877             ---          71,500      2,000  
Vice President,      1994          285,000           68,153           20,000        103,950      2,000  
Treasurer and        1993          285,000          109,654           20,000        167,250      2,858  
Chief Financial                                                                                         
Officer                                                                                                 

David R. Harvey      1995          450,000           85,231             ---         130,000      2,000  
President & COO      1994          400,000          123,914             ---         189,000      2,000  
                     1993          400,000          175,446             ---         267,600      2,858  

Kirk A. Richter      1995          185,000           23,439             ---          35,750      2,000  
Controller           1994          172,000           34,076           10,000         51,975      2,000  
                     1993          172,000           51,172           10,000         78,050      2,220  

Thomas A. Tallarico  1995          250,000            ---               ---           ---        2,000  
Vice President       1994          244,000            ---             10,000          ---        2,000  
and Secretary        1993          244,000            ---             10,000          ---        2,858  

<FN>                                                                                                    
(1) The value of shares issued under the Incentive Stock Bonus                                          
Plan in 1995, 1994 and 1993 relates to performance in 1989,                                             
1988 and 1987, respectively, and is presented as long-term                                              
incentive plan ("LTIP") payouts.  Such values represent the                                             
aggregate market value of shares of common stock issued on the                                          
payout date.  Cash payouts to cover Federal income taxes related                                        
to the issuance of such shares are presented as other                                                   
annual compensation.  Drs. Cori and Harvey and Messrs. Gleich,                                          
Richter and Tallarico hold 24,567, 13,000, 3,750, 1,700 and 1,600                                       
Bonus Units, respectively, as of December 31, 1995.  Shares of                                          
common stock issuable upon vesting of such Bonus Units have a value                                     
of $1,216,067, $643,500, $185,625, $84,150 and $79,200, respectively,                                   
based upon the closing price of the Company's common stock as of such                                   
date.  See "Incentive Stock Bonus Plan" for further information.                                        

(2) Excludes the value of personal use of automobiles and club                                          
memberships provided by the Company, the amounts of which are                                           
immaterial for each executive officer.                                                                  

(3) Represents amounts contributed for each executive officer under                                     
the Company's 401(k) Retirement Savings Plan in 1995, 1994 and 1993.                                    

Incentive Stock Bonus Plan                                                      

The Company's Incentive Stock Bonus Plan is administered by the Compensation    
Committee of the Board.  See "Compensation Committee Report on Executive        
Compensation - Incentive Compensation" on page 14 of this Proxy Statement for   
information concerning the plan.                                                

The LTIP payouts to each of the executive officers as presented in the Summary  
Compensation Table for the years ended December 31, 1995, 1994 and 1993, relate 
to performance in the years ended December 31, 1989, 1988 and 1987,             
respectively.  Additionally, LTIP payouts to the Company's senior management    
group were $45,500, $138,175 and $189,550 for shares and $29,831,  $72,330 and  
$124,275 in cash for 1995, 1994 and 1993, respectively.                         

No Bonus Units were awarded to the executive officers or the Company's senior   
management group in 1995.  Bonus Units to be awarded under the Incentive Stock  
Bonus Plan for the year ended December 31, 1995 have yet to be determined.      

Stock Options                                                                   

The Company's Share Option Plan of 1995 is administered by the Compensation     
Committee, which grants options to employees as the Committee determines,       
taking into account the employees' duties, their present and potential          
contributions to the success of the Company and such other factors as the       
Committee deems relevant. The exercise price of the options is determined by    
the Committee, however, no incentive stock option may have an exercise price    
less than the fair market value of the shares at the date of the grant.         
Full payment for stock being purchased must be made in cash or Company common   
stock at the time an option is exercised.  Options are not transferable other   
than by will or by the laws of descent and distribution.  Options expire ten    
years from the date of grant or no later than three months after                
an optionee's termination or retirement or twelve months after an optionee's    
death or disability, if earlier.  No options may be granted after February 21,  
2005.                                                                           

In May 1995 the Company terminated the operation and administration of its      
Share Option Plan of 1987 (which contained terms and provisions substantially   
similar to the Share Option Plan of 1995).  No stock options under either plan  
were granted to the named executive officers during the year ended December 31, 
1995.  Options to acquire 21,000 shares were granted to eight members of the    
Company's management group at exercise prices ranging from $36.25 to $49.75     
per share.                                                                      

The following table presents (i) the unexercised options held by each executive 
officer and (ii) the value of all in-the-money options as of December 31, 1995, 
as if all such in-the-money options were vested and exercisable as of December  
31, 1995:                                                                       

                                                                [Download Table]

                                       Option Values at December 31, 1995       

                           Number of Shares                                     
                        Underlying Unexercised             Value of Unexercised 
                           Options Held (1)            In-the-Money Options (2) 
                      ----------------------------     -------------------------
Name                  Exercisable    Unexercisable     Exercisable Unexercisable
-----------           -----------    -------------     ----------- -------------
                                                                                
Carl T. Cori               ---              ---         $    ---       $   ---  
Peter A. Gleich          15,000           28,000           61,250       212,000 
David R. Harvey            ---              ---              ---        ---     
Kirk A. Richter           9,000           14,000           34,750       106,000 
Thomas M. Tallarico      16,250           14,750          142,688       108,063 

<FN>                                                                            
(1) No options were exercised by any of the executive officers during the year  
    ended December 31, 1995.                                                    

(2) Calculated as the aggregate closing market price per share of the Company's 
    common stock on December 31, 1995, for the total number of in-the-money     
    shares under option, net of the aggregate value of all option exercise      
    proceeds.                                                                   

Pension Plan                                                                    

The Sigma-Aldrich Corporation Pension Plan provides all eligible employees,     
including the executive officers, with a retirement benefit based upon a        
formula.  The current benefit formula provides an annual benefit equal to       
1.5% of each year's actual compensation, as limited by the Internal Revenue     
Code, in excess of "covered compensation" (compensation upon which social       
security benefits are earned), plus 0.9% of "covered compensation" for each     
year of service.  The Company does not have a supplemental pension plan to      
provide pension benefits based upon actual earnings, thus certain pension       
credits have been and will continue to be restricted by the Internal Revenue    
Code limitations.  Based upon these limitations and assuming that each executive
officer continues employment until the normal retirement age of 65 at his       
current cash compensation level, Drs. Cori and Harvey and Messrs. Gleich,       
Richter and Tallarico would receive upon retirement an annual pension benefit   
in the form of a single life annuity of $98,140, $88,058, $109,116, $71,064     
and $40,464, respectively.                                                      

Employment and Change in Control Agreements                                     

The Company has Employment Agreements ("Agreements") with Drs. Cori and Harvey  
and Messrs. Gleich, Richter and Tallarico which provide severance compensation  
(with an offset for monies earned elsewhere under certain defined situations)   
to each of these executives in the event of his cessation of employment with    
the Company or any of its subsidiaries after the occurrence of a change in      
control of the Company.  "Change in control" is defined in the Agreements to    
have occurred when an individual, partnership, corporation or other entity      
acquires more than thirty-five percent of the outstanding shares of the         
Company's common stock and there is a change in the majority of the Directors   
of the Board (or other body supervising the employment of officers) within      
any four hundred day period.  Prior to a change in control, the Agreement       
may be terminated upon sixty-days notice given by either the executive or the   
Company.   Unless notice is given to the contrary, the three-year term of the   
Agreements is automatically extended for an additional year at the end of each  
agreement year.  Compensation covered by the Agreements is set annually by      
the Compensation Committee, except that after a change in control, if the       
executive leaves, the level of severance pay is the amount last set by the      
Compensation Committee immediately prior to the change in control.  No payments 
are made under the Agreements if the cessation of employment is due to death.   
If a change in control of the Company had occurred as of March 8, 1996, and     
the employment of the executive officers of the Company had been terminated,    
Drs. Cori and Harvey and Messrs. Gleich, Richter and Tallarico would have       
collectively received $3,812,000.                                               

The Incentive Stock Bonus Plan also contains provisions that protect the        
participants against the loss of Bonus Units earned if there shall have been    
a change in control of the Company prior to the scheduled payout of stock and   
cash for such earned Bonus Units.  "Change in control" is defined in the        
Incentive Stock Bonus Plan in the same manner as it is in the Agreements        
above.  If a change in control of the Company had occurred as of March 8,       
1996, and the employment of the executive officers of the Company had been      
terminated, Drs. Cori and Harvey and Messrs. Gleich, Richter and Tallarico      
would have collectively received 37,250 shares of the Company's common stock    
and $1,350,000.                                                                 

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION       

The Committee                                                                   

The Committee is composed of the three members named below, none of whom is     
an employee of or is involved in any interlocking relationship with the         
Company.                                                                        

Compensation Policy                                                             

The Committee believes that increasing share value on a long-term basis is      
the goal of shareholders.  The Company's compensation policy is designed to     
motivate employees to improve productivity and performance, resulting in        
increased profitability and, thus, improvement in shareholder value.  To        
align the financial interests of senior executives and managers with those of   
shareholders, the Company uses incentive compensation that is tied directly     
to the Company's operating results and is highly sensitive to the market        
price of the Company's common stock.  Accordingly, the Committee believes       
that increasing profits and long-term growth in share value will be the goals   
of both management and shareholders.  The Company's policy is to structure      
compensation such that any executive compensation in excess of $1 million is    
tax deductible for the Company.                                                 

Compensation for the Company's executive officers includes two elements:        
(1) salary and (2) longer term incentive compensation.  The Company has no      
long-term employment contracts with any of its executive officers other than    
the Employment Agreements previously described in this Proxy Statement which    
become applicable only if there should be a change in control of the Company.   

Salary                                                                          

At the end of each fiscal year, the Committee reviews with Dr. Cori an annual   
salary plan for the Company's executive officers and then approves such plan    
with any modifications it deems appropriate.  The Committee approves the salary 
plan after assessing the Company's overall performance, including a review of   
the operating results of the Company and the executive officers'                
responsibilities and after making judgments about past and expected future      
contributions of the individual executive officers.  The review of operating    
results is general in nature, rather than being based upon any specific         
weighting formula for measures which include the Company's sales, earnings      
and earnings per share growth, profit margins, acquisition activities and       
general financial condition.  The Committee's assessment also considers the     
difficulty of achieving performance levels based on its understanding of the    
Company's business and market conditions as well as competitive pressures.      
In reviewing the individual executive officers' responsibilities and            
performance, the Committee also considers their non-financial contributions     
to the Company, such as the quality and progress of research, marketing and     
production activities.  The Committee performs its review in a general,         
subjective manner with consideration given to all factors, including general    
knowledge of other executive officers' salaries and taking particular note of   
the continued growth in sales and earnings per share, as illustrated by the     
following graphs:                                                               

(Following are two bar-graphs depicting the following data):                    

    Net Sales                   Earnings per Share
(In millions of dollars)                 (dollars)        
-------------------------            -----------------    
1991               $589.4                             $1.60                     
1992                654.4                              1.92                     
1993                739.4                              2.15*                    
1994                851.2                              2.21                     
1995                959.8                              2.64                     

Average Compounded Growth Rate:                                                 
Net Sales           14.1%                                                       
Earnings per Share  11.4%                                                       

*Before cumulative effect of accounting changes                                 

Based upon the business knowledge and experience of the Committee members,      
they believe that the executive officers' salaries are appropriate in view of   
the level of responsibilities and contributions by each executive officer.      

Incentive Compensation                                                          

Incentive Stock Bonus Plan.  Awards from the Company's Incentive Stock Bonus    
Plan (the "Plan"), a shareholder-approved plan implemented in 1978, are tied    
directly to the Company's annual operating results.  The Plan provides          
generally that, if the Company's pre-tax operating income has increased by at   
least 10% over the prior year, the Committee establishes a Bonus Pool, with     
the maximum amount determined by the following formula:                         

                          Maximum Bonus Pool
Percentage                as a percentage of the
increase in pre-tax            increase in pre-tax    
operating income               operating income     
-----------------------        -----------------------    
Less than 10%                        ---            
10.0-12.5%                         3.0%         
12.5-15.0%                         4.0%         
Greater than 15%                      5.0%            

The Committee then divides the Bonus Pool into Bonus Units, with each Bonus     
Unit being valued at the closing market price per share of the Company's        
common stock on the day prior to the award date.  The Committee reviews with    
Dr. Cori its recommendation for awards of Bonus Units to the executive          
officers (other than Dr. Cori) and other senior managers. In the course of      
this review, the Committee considers performance evaluations of each of the     
executives and senior managers and separately considers and sets the award to   
Dr. Cori.  In establishing the amount of the Bonus Pool and the specific        
awards to the executive officers, including Dr. Cori, the Committee takes       
into account operating results and other criteria in a review similar to that   
described under Salary above.  Because their responsibilities have more         
impact on the Company's current and future operating results, the Committee     
feels that Drs. Cori and Harvey should have a greater proportion of their       
annual compensation tied directly to the Company's performance.  Accordingly,   
Drs. Cori and Harvey have a greater participation in the Incentive Stock        
Bonus Plan than do the other executive officers and do not participate in the   
Share Option Plan.                                                              

The Plan provides for issuance of one share of the Company's common stock for   
each Bonus Unit awarded. Shares are issued only after the participant has       
been employed for five years following the year for which an award has been     
made (or earlier in certain limited circumstances).  As a result, the value     
of Bonus Units awarded for any year under the Plan is sensitive to the market   
price of the Company's common stock over a five-year period, thus providing     
the participant with a longer-term perspective.  The Plan also provides for     
payment of cash when the shares are issued so that the participant is not       
compelled to sell any of the shares in order to pay U.S. Federal income         
taxes.  The cost of the Plan since its inception has ranged between 1.0% and    
1.4% of cumulative pre-tax income, except for 1994 where no bonus units were    
awarded.  The Committee expects that the future cost  will continue to          
constitute about 1% of the Company's cumulative pre-tax income. The Committee   
has approved certain amendments to the Plan in order to ensure the tax          
deductibility of compensation under the Plan as described in "Proposal to       
Approve the Incentive Stock Bonus Plan" on page 18 of this Proxy Statement.     

Share Option Plan of 1995.  Each year, the Committee considers the              
desirability of granting options under the Company's Share Option Plan of       
1995 to key employees.  The Committee believes that granting stock options      
is desirable because it directly correlates long-term compensation of key       
employees with share price appreciation.  In determining grants, the            
Committee generally considers the same factors as those discussed under         
Salary above.  The Committee does not consider the amount or terms of prior     
stock option grants in determining current grants.  Drs. Cori and Harvey do     
not currently participate in this plan for the reasons described under          
Incentive Stock Bonus Plan above.  No options were granted to the other         
executive officers in 1995.  See Stock Options on page 11 of this Proxy         
Statement for additional information concerning this plan.                      

1995 CEO and Executive Officer Compensation                                     

The Committee's approach is to have a large amount of Dr. Cori's compensation   
dependent on Company performance. In measuring performance, emphasis is         
placed on the year-to-year increases in earnings, which is the criteria used    
to establish the maximum Bonus Pool under the Company's Incentive Stock Bonus   
Plan.                                                                           

In 1995, sales for the Company increased 12.8% to $959.8 million, net income    
grew by 19.3% to $131.7 million and net income per share increased 19.5% to     
$2.64.  In setting Dr. Cori's salary for 1995, the Committee recognized Dr.     
Cori's leadership in the growth of sales and earnings by increasing his 1995    
salary 10.0%.  No Incentive Stock Bonus Units were awarded to Dr. Cori or       
other executive officers in 1995 since the increase in earnings for 1994 did    
not meet plan minimums. For 1994, Dr. Cori's salary was equal to his 1993       
salary.  Dr. Cori's Incentive Stock Bonus Plan award in 1994, for the           
Company's performance in 1993, was 6,500 Bonus Units.  Historically, Dr. Cori   
has been awarded approximately 40% of the total Bonus Units awarded each        
year.  This allocation reflects the Committee's  judgment of the appropriate    
amount to recognize Dr. Cori's responsibilities and his contribution to the     
growth of the Company.                                                          

For the other executive officers, the Committee determined that 1995            
compensation should reflect the Company's performance and level of the          
officers' responsibilities.  The Committee believes that the compensation       
policies and programs it has implemented have committed the executive           
officers of the Company to achieving continuous long-term improvement in        
operating results.                                                              

                                COMPENSATION COMMITTEE

                          Andrew E. Newman
                                          William C. O'Neil, Jr., Chairman
                         Thomas N. Urban

PERFORMANCE GRAPH               

The following performance graph compares the Company's cumulative shareholder   
return (stock price appreciation plus reinvestment of dividends) for a five     
year period ended December 31, 1995, with that of the Standard and Poor's 500   
Composite Stock Price Index and an index of the companies included in the       
Value Line Chemical Specialty Industry Group, assuming that $100 was invested   
in each on December 31, 1990, and that all dividends were reinvested.  These    
indices are only included for comparative purposes as required by Securities    
and Exchange Commission rules and do not necessarily reflect management's       
opinion that such indices are an appropriate measure of the relative            
performance of the Company's common stock, and are not intended to forecast or  
be indicative of possible future performance of the common stock.               

                                                        [Enlarge/Download Table]


                                 COMPARATIVE FIVE-YEAR RETURNS                                
                    (Following is a line graph depicting the following data)                  

                           1990         1991         1992         1993         1994     1995  
                          ------       ------       ------       ------       ------   ------ 
                                                                                              
Sigma-Aldrich             $100.00      $181.40      $197.83      $166.15      $115.23  $174.34
S&P 500                    100.00       130.55       140.72       154.91       157.39   216.42
Value Line                                                                                    
Chemical Specialty         100.00       143.04       164.80       188.48       186.85   230.46


In the Proxy Statement for its 1996 Annual Meeting of Shareholders, the         
Company used as a performance graph comparison index those companies comprising 
the Value Line Chemical Specialty Industry Group (the "Group").  The 1995       
Group includes the following companies: Airgas Inc., Avery Dennison Corp.,      
Betz Labs Inc., Calgon Carbon Corp., Chemed Corp., Crompton & Knowles Corp.,    
Ecolab Inc., Engelhard Corp., Ferro Corp., H.B. Fuller Co., Furon Co., Great    
Lakes Chem. Corp., Guardsman Prods. Inc., M.A. Hanna Co., Hercules Inc.,        
Int'l. Flavors & Fragrances, Lawter Int'l. Inc., Learonal Inc., Lilly           
Industries Inc.,  Loctite Corp., Lubrizol Corp., Material Sciences Corp.,       
Morton Int'l. Inc. Industries, Nalco Chem. Co., NCH Corp., Petrolite Corp.,     
PPG Inds. Inc., Praxair Inc., Quaker Chem. Corp., Raychem Corp., Rohm & Haas    
Co., RPM Inc. Ohio, A. Schulman Inc., Sherwin Williams Co., Valspar Corp.,      
WD-40 Co., Wellman Inc., and Witco Corp.  The 1995 Group added Material         
Sciences Corp., PPG Inds. Inc., Praxair, Inc. and deleted Grow Group Inc.       
from the 1994 Group.  With these exceptions, which resulted solely from the     
independent action of Value Line, the 1995 and 1994 Groups are identical.       

PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION    
TO INCREASE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK     

The Company is authorized by its Certificate of Incorporation, as amended, to   
issue 100,000,000 shares of $1.00 par value common stock.  The Board of         
Directors proposes to increase the authorized common stock to 200,000,000       
shares.                                                                         

As of March 8, 1996, the Company had 49,934,910 shares of common stock          
outstanding.  The Incentive Stock Bonus Plan permits the issuance of a maximum  
of 1,200,000 shares of common stock.  As of March 8, 1996, 825,855 shares       
remain to be awarded.  The Share Option Plan of 1995 permits the granting of    
stock options to purchase up to 2,000,000 shares of common stock through 2005.  
As of March 8, 1996, options to  purchase 16,000 shares of common stock had     
been granted with no options having been exercised.  As of March 8, 1996 the    
Share Option Plan of 1987 had 852,188 shares of common stock subject to         
options.  No further options will be issued under the Share Option Plan of      
1987.                                                                           

The purposes for which the additional 100,000,000 shares of common stock might  
be used from time to time may include  stock dividends, stock splits, mergers,  
acquisitions, public offerings, employee benefit plans and other corporate      
purposes.  Although there is no present intent to so issue any of the           
additional common stock, if authorized, nevertheless the Board deems it         
advisable and recommends that the Company have the stock available for          
issuance, if, when and as future facts and circumstances dictate.  These        
shares will be available for issuance at such times and for such purposes as    
the Board of Directors deems advisable without further action of the Company's  
shareholders, except as may be limited by applicable laws and regulations.      
The Board does not intend to issue any stock except on terms or for reasons     
which it deems to be in the best interest of the Company.  In the Board's       
judgment the additional 100,000,000  authorized shares, together with the       
existing authorized but unissued shares, should provide adequate common stock   
for the purposes recited above for the next few years, and thus, eliminate the  
time and expense involved in any similar future shareholder votes on such       
proposal.                                                                       

Because shareholders will have no preemptive rights to acquire any of the       
proposed authorized shares of common stock,  the issuance of common stock,      
other than on a pro-rata basis to all current shareholders, would reduce the    
current shareholders proportionate interests.  However, in any such event,      
shareholders wishing to maintain their interests may be able to do so through   
normal market purchases.  Authorizations to increase the common stock will not  
affect the rights of existing shareholders to receive cash dividends from       
funds legally available for dividend payments.                                  

Further, although the proposal to increase the Company's authorized common      
stock is not intended to encourage or discourage any attempts by third parties  
to gain control of the Company, it is possible that the proposal, if approved   
by the shareholders, could theoretically have such an effect.  For example,     
such additional authorized shares, upon issuance by the Company, could have     
the effect of diluting the voting power of the present outstanding shares of    
the Company which would, in turn, have the practical effect of frustrating the  
efforts of third parties attempting a merger or otherwise trying to gain        
control of the Company.  Therefore, the proposal could be deemed to be          
disadvantageous by preventing the shareholders from participating in an offer   
from a third party whereby the shareholders could receive for all or some of    
their shares a premium above market value at the time of the attempt to gain    
control.                                                                        

An affirmative vote by the holders of a majority of the outstanding stock as    
of March 8, 1996 entitled to vote is required to authorize the proposed         
increase in the authorized shares.                                              

The Board of Directors recommends a vote FOR the approval of the amendment      
to the Company's Certificate of Incorporation.                                  

PROPOSAL TO APPROVE THE INCENTIVE STOCK BONUS PLAN        

The purpose of this proposal is to seek approval of the Third Amendment and     
Restatement of the Company's long-standing Incentive Stock Bonus Plan (the      
"Plan"), a shareholder-approved plan implemented in 1978.  The Plan is being    
submitted to shareholders for approval in response to Federal income tax        
legislation which imposes limits on the Company's ability to deduct the full    
amount of compensation paid to certain executive officers, unless certain       
requirements are met.  The Plan is being amended so that the compensation paid  
pursuant to the Plan to the Chief Executive Officer (the "CEO") and the Chief   
Operating Officer (the "COO") will be fully tax deductible by the Company.      
The following discussion sets forth the material terms of the Plan under which  
the Company intends to pay performance-based incentive awards to certain key    
executive employees.  The discussion is qualified in its entirety by reference  
to the complete text of the Plan as set forth in Appendix A.                    

Principal Features of the Plan                                                  

The purpose of the Plan is to provide a means by which the Company and/or its   
subsidiary corporations will be able to attract and retain competent employees  
(including officers and directors who are employees) and provide those          
employees  with incentives in addition to current compensation reflecting       
their efforts, initiative and skill.                                            

Participation in the Plan is limited to key executive employees of the Company  
or any subsidiary of the Company who hold less than 2% of the outstanding       
stock of the Company.  It is intended that only those top executives whose      
responsibilities and activities have a substantial and direct impact on total   
corporate performance will participate.  It is currently estimated that         
approximately 15 persons would be eligible to participate in the Plan.          

The initial number of shares authorized under the Plan in 1978 was 100,000.     
Giving effect to stock splits since the Plan's implementation, the Plan now     
permits the issuance of a maximum of 1,200,000 shares of the Company's common   
stock. The number of shares reserved for issuance will be adjusted during the   
continuance of the Plan to reflect any stock split, stock dividend,             
reclassification, reorganization or other capital adjustment of the Company's   
shares of common stock.  The shares to be issued are expected to be treasury    
shares purchased on the open market, but with the approval of two-thirds of     
the Board of Directors, they may be newly issued shares.  A total of 374,145    
units have been issued under the Plan to date, leaving 825,855 units eligible   
for future issuance. Subsequent to the effective date of the amendment, an      
individual employee may be awarded a maximum of 400,000 Incentive Stock Bonus   
Units ("Incentive Units") and an equal number of Tax Offset Bonus Units ("Tax   
Units") (together, the "Units").  The Tax Units, however, will not be counted   
against the maximum number of shares eligible for issuance under the Plan.      

The Plan is administered by the Compensation Committee of the Board of          
Directors (the "Committee"), which must consist of at least three members of    
the Board of Directors each of whom must be both (i) an "Outside Director" as   
defined under Section 162(m) of the Internal Revenue Code of 1986, as amended,  
i.e., a director who is not a current employee of the Company, is not a former  
employee of the Company who receives compensation for prior services (other     
than benefits under a tax-qualified retirement plan) during that year, has      
never been an officer of the Company, and who receives no remuneration from     
the Company in any capacity other than as a director and (ii) a "Disinterested  
Person" as defined in Rule 16b-3 under The Securities Exchange Act of 1934,     
i.e., a director who is not at the time he or she exercises discretion in       
administering the Plan, or at any time within one year prior thereto, eligible  
for participation in the Plan or any other plan of the Company which would      
entitle him to acquire stock, stock options or stock appreciation rights of     
the Company.  The Committee has broad authority to administer and interpret     
the Plan and its provisions as it deems appropriate.  The Committee's powers    
include authority, within the limitations set forth in the Plan, to select the  
persons to be granted awards, to prescribe, amend and rescind rules and         
regulations relating to the Plan, and to make all other determinations          
necessary or advisable for the administration of the Plan.                      

Awards from the Plan are dependent upon increases in the Company's annual       
operating results.  If the increase in the Company's pre-tax operating income   
for the year has exceeded by at least a specified percentage (10%, 12.5% or     
15%, as indicated below in the table) the greater of (i) the prior year's       
pre-tax operating income, or (ii) an amount of pre-tax operating income which   
would represent a cumulative increase equal to such specified percentage per    
year through the prior year over fiscal 1977, the Committee establishes a       
Bonus Pool, with the maximum amount determined by the following formula:        

                          Maximum Bonus Pool
Percentage                 as a percentage of the 
increase in pre-tax             increase in pre-tax       
operating income                operating income        
----------------------          ----------------------      
Less than 10%                         ----            
10.0-12.5%                          3.0%          
12.5-15.0%                          4.0%          
Greater than 15%                       5.0%             

If the Company acquires any additional business through any merger or           
acquisition, the percentage increase will be determined by including the pre-tax
operating income of the merged or acquired business for all of the years        
involved in determining the maximum Bonus Pool.  If a portion of the Company's  
business is discontinued, sold or transferred, then the percentage increase     
will be determined by excluding the pre-tax operating income of the             
discontinued, sold or transferred business for all of the years involved in     
determining the maximum Bonus Pool.                                             

Within the first 90 days of each calendar year, the Committee sets the maximum  
dollar amount of Incentive Units and Tax Units which may be awarded to the CEO  
and COO, respectively.  After the end of each calendar year, but prior to the   
award of Units, the Committee will certify in writing whether the performance   
goals under the Plan have been met.  If pre-tax operating income for the year   
has reached a level sufficient to generate a Bonus Pool, the Committee will     
allocate Incentive Units and Tax Units to the CEO and COO in an amount not to   
exceed the maximum set by the Committee during the first 90 days of the         
calendar year.  If a positive value remains in the Bonus Pool after             
subtracting the value of the Incentive Units awarded to the CEO and COO, the    
remaining Incentive Units may be awarded by the Committee to participants       
designated by the Committee.  The Units will initially be valued at the         
closing price of the Company's common stock on the day before the date of the   
awards.  All awards will be made within 30 days after the end of the first      
quarter of the year following the year for which the awards are earned.         

When a participant has been employed by the Company or any subsidiary for five  
full years after the year for which the award is made, or upon the              
participant's earlier death, permanent and total disability or retirement       
after the age of 65 (or prior thereto with the consent of the Board of          
Directors), or after the occurrence of a change in control (as defined in       
Section 6(c) of the Plan attached hereto in Appendix A) of the Company, the     
Company within 90 days after the occurrence of any of such events, will issue   
to the participant (or the personal representative or heirs of a deceased       
participant):  (i) that number of shares of the Company's common stock which    
equals the number of Incentive Units previously awarded the participant which   
have vested as a result of such event; and (ii) that amount of cash equal to    
the market value of that number of shares of common stock equal to the number   
of Tax Units awarded the CEO and COO which have vested as a result of such      
event.  At that time, it will also pay to any participant receiving shares      
(other than the CEO and COO) that amount of cash which is equal to the amount   
of Federal taxes which such participant will be required to pay, during such    
year of payment, by reason of his or her receipt of such stock and cash if he   
or she were subject to the highest marginal Federal income tax rate; provided,  
however, that the Committee may reduce the amount of cash payable to the CEO    
and/or COO under a Tax Unit if the Committee determines that such reduction is  
appropriate in light of the marginal Federal income tax rate in effect at the   
time such cash is to be paid.  The market value of the shares to be used to     
determine cash payments for Tax Units will be based on the closing price of     
the common stock on the day before issuance or payment.                         

If shareholders receive stock pursuant to a transaction resulting in a change   
of control, the new stock shall be issued to participants in lieu of the        
Company's common stock in the same ratio as received by the Company's other     
shareholders.                                                                   

If a participant's employment is terminated for any reason other than death,    
permanent and total disability or retirement after age 65, any rights under     
the Plan, except shares and cash previously issued and paid or required to      
have been issued and paid, will be forfeited unless the Board of Directors      
determines otherwise.                                                           

The Company will deduct from any compensation due to any participant under the  
Plan that amount of cash necessary to pay any withholding taxes for the         
account of such participant.  The rights arising under the Plan are non-        
transferable, except by will or the laws of descent and distribution.           

If approved, the Plan, as amended will become effective for 1996.  The          
Committee may modify the Plan at any time; provided, however, that (i) such     
modification may not materially change the Company's obligations under the      
Plan unless approved by the Board; (ii) such modification may not reduce the    
benefits to which any participant would be entitled under awards previously     
made without his or her consent in writing; and (iii) in the event any          
modification increases the aggregate maximum number of shares to be issued      
under the Plan beyond 1,200,000 or changes the manner in which the maximum      
amount of the Bonus Pool for any given year is determined or the class of       
employees eligible to participate in the Plan, such amendment will be subject   
to ratification by the affirmative vote of the shareholders.                    

Proposed Amendments to the Incentive Stock Bonus Plan                           

The principal changes to the Plan proposed to be effected by the Third          
Amendment are as follows:                                                       

(1) In order for a director to be a member of the Committee, such           
director must now meet the definition of "Outside Director" (as defined         
above), in addition to the definition of "Disinterested Person" (as defined     
above).                                                                         

(2) The manner in which the Committee determines the amount and             
allocation of the awards has been amended to reflect the new requirement that   
the Committee fix the maximum dollar amount of the Units which may be awarded   
to the CEO and COO for a given year during the first 90 days of such year.      

(3) After the end of each year, but prior to awarding the Units, the        
Committee is now required to certify in writing whether the Company's pre-tax   
operating income for the year has exceeded one or more of the levels set forth  
in the formula for determining the amount of the Bonus Pool (see table above    
for the respective levels).                                                     

(4) The Plan has been amended to reflect the fact that the Committee may,   
subsequent to the effective date of the amendment, award no more than 400,000   
Incentive Units to any individual employee and may now award Tax Units to the   
CEO and COO in addition to the Incentive Units, in lieu of the entitlement to   
receive a payment of cash to pay Federal income taxes, subject to the           
Committee's discretion to reduce the amount of cash payable to an amount equal  
to the taxes due at the highest marginal Federal tax rate in effect at the      
time of such payment.                                                           

* * * * *               

The Company is not able to determine the Incentive Units to be awarded in 1996  
for 1995 performance.  No Incentive Units were awarded in 1995 for performance  
in 1994.                                                                        

A favorable vote of the majority of the outstanding shares represented in       
person or by proxy and entitled to vote will be required for approval of the    
adoption of the Plan.                                                           

The Board of Directors recommends a vote FOR approval of the plan.          

  RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The principal accountant selected by the directors for the current year is      
Arthur Andersen LLP, independent accountants.  Representatives of Arthur        
Andersen LLP are expected to be present at the Meeting and will have the        
opportunity to make a statement if they wish to do so, and are expected to be   
available to respond to appropriate questions.                                  

OTHER MATTERS   

The affirmative vote of the holders of a majority of the shares outstanding     
entitled to vote thereon is required to approve the amendment to the            
Certificate of Incorporation.  The affirmative vote of the holders of a         
majority of the shares which are present in person or represented by proxy at   
the Meeting is required to elect directors, approve the Third Amendment and     
Restatement of the Company's Incentive Stock Bonus Plan and any other matters   
properly brought before the Meeting.  Shares represented by proxies which are   
marked "withhold authority" with respect to the election of any one or more     
nominees as directors and proxies which are marked abstain or to deny           
discretionary authority on other matters will be counted for the purpose of     
determining the number of shares represented by proxy at the Meeting.  Such     
proxies will thus have the same effect as if the shares represented thereby     
were voted against such nominee or nominees and against such other matters,     
respectively.  Shares not voted on one or more but less than all such matters   
on proxies returned by brokers will be treated as not represented at the        
Meeting as to such matter or matters.                                           

The Company knows of no other matters to be presented for consideration at the  
Meeting.  If any other matters are properly brought before the Meeting, the     
persons named in the accompanying proxy intend to vote or act with respect to   
them in accordance with their best judgment.                                    

SHAREHOLDER PROPOSALS 

Written proposals of shareholders to be included in the Proxy Statement and     
Proxy for the next Annual Meeting of Shareholders must be received at the       
Company's principal executive office, 3050 Spruce Street, St. Louis, Missouri   
63103, no later than November 29, 1996.  Upon receipt of any such proposal,     
the Company will determine whether or not to include such proposal in the       
Proxy Statement and Proxy in accordance with regulations governing the          
solicitation of proxies.                                                        

Under the Company's by-laws, timely notice must be received by the Company in   
advance of a shareholders' meeting to nominate a candidate for director or to   
bring other business before the meeting.  Such notice must be received not less 
than ten days before the first anniversary of the preceding year's annual       
meeting.  If the date of the annual meeting is changed by more than thirty days 
from such anniversary date, notice must be received not later than the tenth day
preceding the date of the meeting as announced in the notice of the meeting or  
as otherwise publicly disclosed.  Any shareholder filing a notice of nomination 
must include certain information, including certain information about the       
nominee; and any notice regarding a proposal of other business must include     
certain information, including a description of the proposed business, the      
reasons therefor, and any interest the shareholder has in such business, as well
as for either notice, the name and address of the shareholder and the number of 
shares of common stock held by the shareholder.  These requirements are separate
from, and in addition to, the Securities and Exchange Commission's requirements 
that a shareholder must meet to have a proposal included in the Company's Proxy 
Statement.                                                                      

In each case, the proposals or notices described above must be submitted in     
writing to Thomas M. Tallarico, Secretary, Sigma-Aldrich Corporation, 3050      
Spruce Street, St. Louis, Missouri  63103.                                      

                                           By Order of the Board of Directors,

                                      Thomas M. Tallarico, Secretary
March 29, 1996                                                                  

APPENDIX A  
THIRD AMENDMENT AND RESTATEMENT OF THE SIGMA-ALDRICH CORPORATION      
INCENTIVE STOCK BONUS PLAN  

WHEREAS, Sigma-Aldrich Corporation (the "Corporation") previously           
established the Sigma-Aldrich Corporation Incentive Stock Bonus Plan ("Plan");  
and                                                                             

WHEREAS, the Corporation reserved the right to amend the Plan pursuant to   
Paragraph 15 thereof; and                                                       

WHEREAS, the Corporation desires to amend and restate the Plan effective    
January 1, 1996;                                                                

NOW, THEREFORE, effective January 1, 1996, the Plan is amended and restated 
as follows:                                                                     

1.  Purpose                                                                     

The purpose of the Incentive Stock Bonus Plan (the "Plan") is to provide a means
by which Sigma-Aldrich Corporation (the "Corporation") and/or its subsidiary    
corporations shall be able to attract and retain competent key employees        
(including officers and directors who are employees) and provide such personnel 
with incentives in addition to current compensation reflecting their efforts,   
initiative and skill.                                                           

2.  Administration                                                              

(a)  The Plan shall be administered by the Compensation Committee (the  
"Committee") of the Board of Directors of the Corporation (the "Board") as such 
Committee may be constituted from time to time.  The Committee shall consist of 
at least three members of the Board selected by the Board all of whom shall be  
both "Disinterested Persons" as defined in Rule 16b-3 under the Securities      
Exchange Act of 1934, and "Outside Directors" as defined in Regulations         
promulgated under Section 162(m) of the Internal Revenue Code of 1986, as       
amended.                                                                        

    (b)  All determinations of the Committee shall be made by all of its members
unless specifically approved, authorized or ratified by the Board, in which     
event a determination by a majority of its members shall be sufficient.  Any    
decision or determination reduced to writing and signed by all of the members of
the Committee shall be fully effective as if it had been made by a vote at a    
meeting duly called and held.                                                   

    (c)  Subject to the express provisions of the Plan, the Committee also shall
have complete authority to interpret the Plan, to prescribe, amend and rescind  
rules and regulations relating to it, and to make all other determinations      
necessary or advisable for the administration of the Plan.  The determinations  
of the Committee on the matters referred to in this Paragraph 2 shall be        
conclusive.                                                                     

 (d)  Participants in the Plan shall be selected by the Committee from key
executive employees of the Corporation or any subsidiary of the Corporation who 
hold less than two percent (2%) of the outstanding stock of the Corporation (the
"Participants").  It is intended that Participants include only those top       
executives whose responsibilities and activities have a substantial and direct  
impact on total corporate performance.                                          

(e)  The Committee shall designate Participants each year and such      
Participants may, but need not, be the same as those who were designated in any 
preceding year; that is to say, employees designated as Participants in one year
may be omitted in any and all subsequent years; new or additional Participants  
may be designated in any year.                                                  

3.  Stock Bonus Pool                                                            

(a)  The maximum amount of the Bonus Pool for any given year shall be   
determined as follows:  If the increase in the Corporation's pre-tax operating  
income for the year shall have exceeded by at least 10% but less than 12-1/2%   
the greater of (a) the prior year's pre-tax operating income or (b) an amount   
of pre-tax operating income which would represent a 10% per year cumulative     
increase through the prior year over fiscal year 1977, the maximum amount       
shall be 3% of the dollar amount of such increase; if the increase in pre-tax   
operating income for the year shall have exceeded by at least 12-1/2% but       
less than 15% the greater of (a) the prior year's pre-tax operating income or   
(b) an amount of pre-tax operating income which would represent a 12-1/2% per   
year cumulative increase through the prior year over fiscal year 1977, the      
maximum amount shall be 4% of the dollar amount of such increase; and if the    
increase in pre-tax operating income for the year shall have exceeded by at     
least 15% the greater of (a) the prior year's pre-tax operating income or       
(b) an amount of pre-tax operating income which would represent a 15% per       
year cumulative increase through the prior year over fiscal year 1977, the      
maximum amount shall be 5% of the dollar amount of such increase.               

(b)  In the event any additional business shall be acquired by the      
Corporation as the result of any merger or acquisition, then the percentage     
increase shall be determined by including the pre-tax operating income of the   
merged or acquired business or businesses for all of the years involved in      
determining the maximum Bonus Pool.                                             

(c)  In the event any portion of the Corporation's business shall be    
discontinued, sold or otherwise transferred, then the percentage increase shall 
be determined by excluding the pre-tax operating income of the discontinued,    
sold or transferred business for all of the years involved in determining the   
maximum Bonus Pool.                                                             

4.  Awards of Incentive Stock Bonus Units                                       

    (a)  Within the first 90 days of each calendar year, the Committee shall set
the maximum dollar amount of incentive stock bonus units ("Incentive Stock Bonus
Units") and tax offset bonus units ("Tax Offset Bonus Units") which may be      
awarded to the Corporation's Chief Executive Officer ("CEO") and Chief          
Operating Officer ("COO"), respectively.                                        

 (b)  After the end of each calendar year but prior to the award of units,
the Committee shall certify, in writing, whether the Corporation's pre-tax      
operating income for the year has exceeded one or more of the levels set in     
Paragraph 3(a). If, and only if, pre-tax operating income for the year shall    
have reached a level sufficient to generate a Bonus Pool under Section 3, the   
Committee shall allocate Incentive Stock Bonus Units and Tax Offset Bonus Units 
for the CEO and COO.  The number of Incentive Stock Bonus Units and Tax         
Offset Bonus Units awarded to the CEO and COO can be less than, but cannot      
exceed, the number fixed by the Committee during the first 90 days of the       
calendar year.                                                                  

 (c)  After the Committee has determined the number of Units to be awarded
to the CEO and COO, the Committee shall subtract from the Bonus Pool determined 
under Section 3 the dollar value of the Incentive Stock Bonus Units awarded to  
the CEO and COO.  If a positive value remains in the stock Bonus Pool after such
subtraction, the remaining dollar value of Incentive Stock Bonus Units shall be 
awarded by the Committee to Participants (other than the CEO and COO) designated
by it, in such proportions as the Committee believes appropriate based upon each
Participant's relative contribution to the year's performance.  Incentive Stock 
Bonus Units (and Tax Offset Bonus Units) shall initially be valued at the last  
price or closing price of the Corporation's shares of common stock on the day   
before the date of the awards, as reported in the Midwest Edition of The Wall   
Street Journal or such other source as the Committee shall determine properly   
reflects the market price.                                                      

  (d)  All awards shall be made within thirty (30) days after the end of the
first quarter of the year following the year for which the awards are earned.   

5.  Discontinuance                                                              

The Board may discontinue the Committee's authority to award said Incentive     
Stock Bonus Units and Tax Offset Bonus Units or discontinue the Plan at any     
time. Notice of termination shall be given to all members of the Committee and  
all previous Participants still in the employ of the Corporation prior to April 
30 of the year for which such termination shall become effective.               

6.  Delivery and Payment                                                        

(a)  Conditioned upon (i) the Participant's continued employment by the 
Corporation and/or its subsidiaries for five (5) full years after the year for  
which the award is made, or (ii) upon the Participant's earlier death, permanent
and total disability or retirement after the age of 65 (or prior thereto with   
the consent of the Board of Directors) or (iii) after the occurrence of a       
change in control, as defined in subparagraph (c) below, of the Corporation, the
Corporation within ninety (90) days after the occurrence of any of such         
events, shall issue to the Participant (or the personal representative or       
heirs of a deceased Participant) that number of shares of the Corporation's     
common stock which equals the number of Incentive Stock Bonus Units previously  
awarded the Participant which have vested as a result of such event; and that   
amount of cash equal to the value of that number of shares of common stock      
equal to the number of Tax Offset Bonus Units awarded the CEO and COO which have
vested as a result of such event. At that time, it shall also pay to any        
Participant receiving shares (other than the CEO and COO) that amount of cash   
which is equal to the amount of Federal taxes which such Participant will be    
required to pay, during such year of payment, by reason of his receipt of       
such stock and cash if he were subject to the highest marginal Federal income   
tax rate.                                                                       

    For example, if, in the year of payment, the market value of
     the stock is $100,000 and the highest Federal income tax rate
       is 40%, then subtract 40% from 100% yielding 60% and divide the
       market value of the stock issued ($100,000) by 60% which equals
$166,666.  Then subtract the market value of the stock  
     ($100,000) leaving the sum of $66,666, which is the amount of
cash to be paid.                                        

The market value of the shares and cash issued to him shall be based upon the   
last price or closing price of the Corporation's stock on the day before the    
date of issuance and/or payment as reported in the Midwest Edition of The Wall  
Street Journal or such other source as the Committee shall determine is         
representative of the market price (or in the event the shares of the           
Corporation are listed on any exchange, based upon the closing price on the     
day before the date of issuance); provided, however, that if the Participant's  
employment shall have been terminated as a result of early retirement prior to  
the expiration of said five year period and the Board of Directors shall        
determine that his interest in the Plan to the extent awarded during the five   
years prior to such termination or any portion thereof shall continue, then     
and in that event, he shall receive all or such portion of the awards           
previously made to him at such time and in such amounts as the Board of         
Directors may in its absolute discretion determine;                             
provided further, that the Committee may reduce the amount of cash payable to   
the CEO and/or COO under a Tax Offset Bonus Unit if the Committee determines    
that such reduction is appropriate in light of the marginal Federal income tax  
rate in effect at the time such cash is to be paid.                             

  (b)  When some or all of the shareholders of the Corporation receive stock
pursuant to a transaction resulting in a change of control, that new stock shall
be issued to the Participant in lieu of the Corporation's stock which would have
otherwise been issued under this Paragraph 6 and in the same ratio as received  
by the Corporation's other shareholders for their shares.                       

 (c)  "Change in control", as used in this Paragraph 6, shall be deemed to
have occurred if any individual, corporation, partnership or other person or    
entity, together with its Affiliates and Associates, acquires as the Beneficial 
Owner more than thirty-five percent (35%) in the aggregate of the outstanding   
shares of the Corporation entitled to vote in the election of Directors, and    
within a 400-day period thereafter a majority of Directors elected to the Board,
or a majority of the persons constituting a group authorized to hire or         
terminate employment of officers, if other than the Board, are different from   
the Directors or persons constituting the Board or group just prior to the      
start of such period or a group other than the Board is created to hire or      
terminate employment of officers.  The term "Affiliate," "Associate" and        
"Beneficial Owner" as used in this subparagraph (c) shall be defined by         
reference to the Securities Exchange Act of 1934 and rules in effect            
thereunder as of the date of the amendment of this Paragraph 6.                 

7.  Forfeiture                                                                  

In the event of the Participant's termination of employment with the Corporation
and its subsidiaries for any reason other than death, permanent and total       
disability or retirement after the age of 65, any rights under this Plan, except
shares and cash theretofore issued and paid or required to have been issued and 
paid, shall be forfeited, except as otherwise determined by the Board of        
Directors as provided in 6, above.                                              

8.  Nature of Rights                                                            

The Incentive Stock Bonus Units and Tax Offset Bonus Units shall be used solely 
as a device for measurement and determination of the amount of shares and cash  
to be issued and paid to Participants as provided in the Plan.  The Incentive   
Stock Bonus Units and Tax Offset Bonus Units shall not constitute nor be treated
as property or as a trust fund of any kind.  All amounts at any time            
attributable to the Incentive Stock Bonus Units and Tax Offset Bonus Units shall
be treated as property of the Corporation and the Participant's rights          
hereunder are limited to the rights to receive cash and shares of common        
stock of the Corporation as herein provided.  The award of Incentive Stock      
Bonus Units and Tax Offset Bonus Units shall not entitle Participants to any    
rights as shareholders but only such rights as are specified in the Plan.       

9.  Securities Act of 1933                                                      

Upon issuance of common stock of the Corporation to the Participant (or the     
personal representative or heirs of a deceased Participant) the recipient of    
such stock shall represent that the shares of stock are taken for investment and
not resale and make such other representations as may be necessary to qualify   
the issuance of the shares as exempt from the Securities Act of 1933 or to      
permit registration of the shares and shall represent that the recipient shall  
not dispose of such shares in violation of the Securities Act of 1933.  The     
Corporation reserves the right to place a legend on any stock certificate issued
pursuant to the Plan to assure compliance with this Paragraph 9.  No shares of  
common stock of the Corporation shall be required to be distributed until the   
Corporation shall have taken such action, if any, as is then required to comply 
with the provisions of the Securities Act of 1933 or any other then applicable  
securities law.                                                                 

10.  Maximum Shares Issued                                                      

The aggregate number of shares of common stock of the Corporation which may be  
issued under the Plan shall not exceed 1,200,000.  The initial number of shares 
authorized under the Plan in 1978 was 100,000.  Giving effect to stock splits   
since the Plan's inception, the number of shares covered by the Plan is         
1,200,000 as of the effective date of this Third Amendment and Restatement.     
Prior to 1996, 374,145 units have been awarded, leaving a balance of 825,855    
units.  On and after the effective date of this Amendment, a person may be      
awarded under this Plan up to a maximum of 400,000 Incentive Stock Bonus Units  
(and an equal number of Tax Offset Bonus Units).  The Corporation shall, from   
time to time, purchase its own shares on the open market for treasury shares in 
such amounts as may be necessary for the purpose of carrying out the terms of   
this Plan; provided, however, upon a two-thirds (2/3) affirmative vote of the   
Board, the Corporation may issue its unissued shares of common stock in lieu of 
such treasury shares.                                                           

11.  Withholding of Tax                                                         

There shall be deducted from any compensation due any Participant under the     
Plan, whether in the form of cash or stock distribution, cash in the amount of  
any tax required by any governmental authority to be withheld and paid over by  
the Corporation to such governmental authority for the account of the person    
entitled to such distribution.                                                  

12.  Effective Date                                                             

This Amendment shall become effective for the year 1996; provided, however, that
no Participant shall be entitled to any distribution of shares or cash          
thereunder unless and until this Third Amendment shall have been ratified by the
affirmative vote of the holders of a majority of the shares of common stock of  
the Corporation represented at any meeting thereof at which a quorum is present.

13.  Dilution                                                                   

In the event of a stock split, stock dividend, reclassification, reorganization 
or other capital adjustment of shares of common stock of the Corporation, the   
number of Stock Bonus Units and Tax Offset Bonus Units of a Participant shall be
adjusted in the same manner as shares of the Corporation's common stock         
reflected by such Stock Bonus Unit or Tax Offset Bonus Unit would be adjusted.  

14.  Transferability                                                            

Any rights arising under the Plan shall not be transferable otherwise than by   
will or the laws of descent and distribution.                                   

15.  Termination, Amendment or Extension of Plan                                

Unless the Plan or authority of the Committee has been discontinued by the Board
as provided in Paragraph 5 above, the Committee may, but need not, make awards  
under the Plan so long as the maximum number of shares authorized in Paragraph  
10 shall not have been reserved and/or awarded.  The Committee may modify the   
Plan at any time; provided, however, that (a) such modification shall not       
materially change the Corporation's obligations under the Plan unless approved  
by the Board; (b) such modification shall not reduce the benefits to which any  
Participant would be entitled under awards previously made without his consent  
in writing; and (c) in the event any modification shall increase the aggregate  
maximum number of shares to be issued under the Plan beyond those authorized in 
Paragraph 10 or shall change the manner in which the maximum amount of the Bonus
Pool for any given year is determined under Paragraph 3 or the class of         
employees eligible to participate as provided in Section 2(d), such amendment   
shall be subject to ratification by the affirmative vote of the shareholders in 
the same manner as provided in Paragraph 12 hereof with respect to the original 
ratification of the Plan.                                                       

SIGMA-ALDRICH CORPORATION       
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 7, 1996       
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS       

The undersigned hereby appoints ANDREW E. NEWMAN and WILLIAM C. O'NEIL, JR., or 
either of them, the true and lawful attorneys-in-fact, agents and proxies, with 
the power of substitution and revocation, to represent the undersigned at the   
Annual Meeting of Shareholders of SIGMA-ALDRICH CORPORATION to be held at The   
Boatmen's National Bank of St. Louis, 800 Market Street, St. Louis, Missouri    
63101 on May 7, 1996, at 11:00 A.M., Central Daylight Time (including all       
adjournments thereof), and there to vote all shares of stock which the          
undersigned is entitled to vote, with all powers which the undersigned would    
possess if personally present, as follows:                                      

The Board of Directors recommends a vote FOR the following:                     

(1)     ELECTION OF DIRECTORS:                                                  

FOR all nominees listed                                         
(except as marked to the contrary below)  ___                   
WITHHOLD AUTHORITY                                              
to vote for all nominees below            ___                   

Instructions: To withhold authority to vote for any individual nominee strike a 
line through the nominee's name in the list below.                              

Carl T. Cori, David R. Harvey, David M. Kipnis, Andrew E. Newman, William C.    
O'Neil, Jr., Jerome W. Sandweiss, D. Dean Spatz, Thomas N. Urban                

(2)    Proposal to amend the Certificate of Incorporation of the Company to     
    increase the number of shares of the Company's authorized common stock
from 100,000,000 to 200,000,000 shares.                           
___  For                                                          
___  Against                                                      
___  Abstain                                                      

(3)    Approval of the Third Amendment and Restatement of the Company's         
Incentive Stock Bonus Plan.                                       
___  For                                                          
___  Against                                                      
___  Abstain                                                      

(4)    Upon such other business as may properly come before the meeting and any 
adjournments thereof.                                             

(Continued and to be signed on other side)                                      

(Continued from other side)                                                     

This proxy will be voted FOR Proposals 1, 2 and 3 and in the discretion of      
the proxies on whatever other business may properly come before the meeting.    

The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy  
Statement dated March 29, 1996, and hereby revokes all proxies heretofore given 
by the undersigned for said meeting.  This proxy may be revoked prior to its    
exercise.                                                                       

                                      Dated,_____________________,1996
                                      ________________________________
                                      ________________________________

Please sign name or names as appearing on this proxy.  If signing for estates,  
trusts or corporations, title or capacity should be stated.  If shares are      
held jointly, every holder should sign.                                         

PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED        
ENVELOPE.                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14A’ Filing		Date		First		Last			Other Filings
		2/21/05		2
		11/29/96		2
		5/7/96		1		2
		3/29/96		1		2			10-K,  DEF 14A
Filed on:		3/13/96
		3/8/96		1		2
		1/23/96		2
		1/1/96		2
For Period End:		12/31/95		2					10-K,  DEF 14A
		11/3/95		2
		1/25/95		2
		12/31/94		2					10-K,  DEF 14A
		12/31/93		2					10-K,  DEF 14A
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