For the quarter ended September 29, 2000, the Company recorded a net loss of $(1.2) million, equivalent to basic earnings/(loss) of $(.03) per share, from $11.4 million or $.29 per share, in last year's third quarter. Diluted earnings/(loss) were $(.03) per share compared to $.28 per share last year. The Company recorded a pre-tax charge of $21.9 million or $.35 per share relating to the planned shutdown of the Syracuse N.Y. manufacturing facility as a result of the formation of the ARMUS joint venture. Excluding this charge, net income would have been $12.7 million or $.32 per share. For the first nine months of 2000, net income was $22.9 million or basic earnings of $.60 per share compared to $34.2 million or $.88 per share last year. Diluted earnings were $.57 per share compared to $.84 per share last year. The prior year results include a net pre-tax gain of $5.6 million or $.08 per share from the sale of mineral reserves partially offset by plant impairment charges relating to a plant closing. Excluding the one-time items in both years, net income rose 19% to $36.8 million this year from $30.8 million last year and diluted earnings per share rose 21% to $.92 per share this year from $.76 per share last year.

Net sales for the quarter increased by 7.5% to $199.8 million from $185.9 million in the same period last year. Consumer product sales increased 7.6%, led by strong growth in toothpaste, laundry detergent, cat litter and the recently acquired bathroom cleaner brands. This was partially offset by lower deodorant and gum sales. Specialty products sales increased 7.2% led by growth in animal nutrition.

Net sales for the first nine months of 2000 increased 8.1% to $591.3 million, with consumer products up 8.2% and specialty products up 7.7%. This year's number includes two acquisitions completed in 1999: the Brazilian specialty chemical company QGN, in which the Company acquired a controlling interest in May and the two bathroom cleaners, SCRUB FREE(R) and CLEAN SHOWER(R) acquired in December. Excluding the product lines acquired last year, sales of established consumer products increased 1.8% and specialty products .6%. Deodorizing products increased primarily due to strong Cat Litter sales, while Laundry & Household Cleaning (exclusive of the bathroom cleaning products) was virtually unchanged and Oral & Personal Care products were slightly lower.

The Company's gross margin of 45.1% and 44.7% for the quarter and nine-month period, respectively, was slightly lower versus the same periods of 1999. The current year's periods benefited from the elimination of co-packers to meet higher than expected order requirements in 1999 and manufacturing and distribution efficiencies in 2000, stemming partially from the Greenville plant shutdown in 1999. These favorable margin improvements were offset by higher raw and packaging materials for consumer products.

Advertising, consumer and trade promotion expenses were higher for the quarter and nine month periods. Increased advertising on Deodorizing products, and expenses associated with the bathroom cleaning products acquired late in 1999 were partially offset by lower expenses for ARM & HAMMER DENTAL CARE GUM and Deodorant.

Selling, general and administrative expenses decreased $.4 million in the current quarter and increased $2.4 million for the nine month period. The decrease in the quarter is largely due to lower selling expenses as the Company has combined its sales force with USA Detergent as a first step in making ARMUS operational, supported by a single national broker organization. This decrease is partially offset by personnel-related costs, and amortization of intangibles relating to the bathroom cleaners acquisition. The increase for the nine month period was also due to higher personnel related costs, and amortization of intangibles, partially offset by lower deferred compensation liability.

During the quarter, the Company recorded a pre-tax charge of $21.9 million relating to three major elements: a $14.3 million book write-down of the Company's Syracuse N.Y. manufacturing facility, a $2.1 million charge for potential carrying and site clearance costs, and a $5.5 million severance charge related to both the Syracuse shutdown and the sales force reorganization. The Company expects to incur a further $1.9 million in accelerated depreciation from the plant shutdown and an estimated $3 million in integration costs over the next 9 to 12 months. These additional charges, most of which will flow through cost of sales, will bring the total one-time cost to approximately $27 million. The cash portion of this one-time cost, however, will be less that $5 million after tax, and the Company expects to recover this amount from synergies and other sources by year-end 2001.

During the second quarter the ArmaKleen Company, a 50/50 joint venture between Church & Dwight and the Safety- Kleen Company recorded a bad debt provision relating to Safety-Kleen filing chapter 11. This caused the ArmaKleen Company to record a $1.4 million charge in the quarter, resulting in a $.7 million charge to Church & Dwight. The Company believes that the debtor in possession financing in place for Safety-Kleen, along with the relief of its pre-petition debt load, will enable it to emerge from chapter 11 as a going concern, thereby enabling the viability of the ArmaKleen Company. Should the Company be wrong in its base assumption about the viability of the ArmaKleen Company because the business with Safety-Kleen no longer exists, the results of operations and balance position of the Company would be adversely affected.

ArmaKleen's results and lower earnings from Armand Products caused earnings from affiliates to be lower from last year for both the quarter and nine month periods.

Investment income increased the nine month period due to the receipt of interest from the Fluid Packaging note.

Interest Expense was higher in both the three and nine month periods due to an increased amount of debt.

The effective tax rate for the nine months was 35.0%, down from 37.0% from last year. The decrease in the rate is a result of a lower effective state tax rate and lower taxes related to foreign activity.

Minority interest represents 25% of the net income associated with the Company's Brazilian subsidiary.

The Company considers cash and short-term investments as the principal measurement of its liquidity. At September 29, 2000, cash, including cash equivalents and short-term investments totaled $22.4 million as compared to $23.8 million at December 31,1999.

During the first nine months of 2000, the Company generated $73.0 million of cash flow from operating activities, received $3.0 million from Fluid Packaging, and $4.6 million from stock options exercised. Significant expenditures include the net repayment of debt of $27.3 million, the purchase of treasury stock of $20.1 million, additions to property, plant and equipment of $14.9 million, the purchase of 1.4 million shares of USA Detergent for $10.4 million and cash dividends of $8.1 million.

Under the terms of the agreement:

1) Church & Dwight purchased 1.4 million shares of USA Detergents common stock for $10.1 million or $7 per share and agreed to acquire a further 5% interest for $5 million on or around January 1, 2001.

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

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

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

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

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

The Company agreed to purchase additional shares on or about January 1, 2001,
i.e. a forward contract, which is marked to market through other comprehensive income.

As a result of the above joint venture agreement, goodwill of $4.8 million has been recorded and will be amortized over a period of 10 years.

In conjunction with the July 1998 purchase of the Lakewood, New Jersey, manufacturing facility, the Company loaned Fluid Packaging Co., Inc. $3.0 million at an interest rate of 8% per annum. The note was payable no later than July 15, 1999 and was secured by a pledge of and security interest in 65% of the capital stock of Allied Mexico, S.A. de C.V., a wholly-owned subsidiary of Fluid Packaging.

During the second quarter of 2000, the Company received, full payment for the note, all interest due and partial out of pocket expenses incurred to collect the note.

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