ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 7, 2000

The Annual Meeting of Stockholders of Aceto Corporation, a New York
corporation, ("the Company"), will be held at the Inn at Great Neck, 30 Cutter
Mill Road, Great Neck, New York 11021, at 10:00 A.M. New York City time, on
Thursday, December 7, 2000 for the following purposes:

      1.    To elect seven directors to hold office until the next
            Annual Meeting of Stockholders or until their successors are
            elected and qualified;

      2.    To transact such other business as may properly come before
            the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on September 11, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting.

If you do not expect to attend the meeting in person, please fill in, sign, and
return the enclosed form of proxy.

                                    By order of the Board of Directors,


                                    DONALD HOROWITZ
                                    Secretary

Lake Success, New York
October 20, 2000


ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
December 7, 2000

Approximate Mailing Date of Proxy Statement and Form of Proxy:  October 20,
2000

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Aceto Corporation ("the Company") of proxies to be voted
at the Annual Meeting of Stockholders to be held on Thursday, December 7, 2000
and at any adjournment thereof.

A stockholder who executes and mails a proxy in the enclosed return envelope
may revoke such proxy at any time prior to its use by notice in writing to the
Secretary of the Company or by revocation in person at the Annual Meeting.
Unless so revoked, the shares represented by duly executed proxies received by
the Company prior to the Annual Meeting will be voted for or against the
proposals referred to therein and presented at the Annual Meeting in accordance
with the stockholder's instructions marked thereon. If no instructions are
marked thereon, proxies will be voted (l) FOR the election as directors of the
nominees named below under the caption "ELECTION OF DIRECTORS"; (2) in the
discretion of the proxies named on the proxy card with respect to such other
business as may properly come before the Annual Meeting or any adjournments
thereof.

The close of business on September 11, 2000 has been fixed as the record date
for the determination of stockholders entitled to notice and to vote at the
meeting. At that record date, the following class of stock was outstanding and
entitled to notice and vote:

                                 Shares     Votes per
      Class                   Outstanding     Share              Votes

Common stock                  6,034,717      1.0000            6,034,717

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth as of September 11, 2000 certain information
with respect to each person who to the best of the knowledge of the Company
beneficially owned more than 5% of the outstanding shares of the Company's
common stock:

NAME and ADDRESS              COMMON STOCK

                              Amount & Nature
                               of Beneficial          % of
                                 Ownership            Class

Private Capital
Management                      824,175(1)            13.7
3003 Tamiami Trail
North Naples, FL 34103

T. Rowe Price
Associates, Inc.                638,000(2)            10.6%
100 East Pratt Street
Baltimore, MD 21202

Mark E. Brady                   483,779(3)            8.0%
Robert J. Suttman
Ronald Eubel
Bernie Holtgrieve
William Hazel
Eubel Brady & Suttman
Asset Management, Inc.
7777 Washington
Village Drive
Dayton, Ohio 45459

Dimensional Fund
Advisors Inc.                  437,008(4)             7.2%
1299 Ocean Avenue
11{th} Floor
Santa Monica, CA 90401

Delphi Management, Inc.        308,000(5)             5.1%
50 Rowes Wharf
Suite 540
Boston, MA 02110

(1)   As of October 6, 2000.

(2)  The securities are owned by various individual and institutional
     investors [including T. Rowe Price Small Cap Value Fund, Inc. (which
     owns 575,000 shares, representing 9.5% of the shares outstanding)], to
     which T. Rowe Price Associates, Inc. ("Price Associates") serves as
     investment advisor with power to direct investments and/or sole power
     to vote the securities.  For purposes of the reporting requirements of
     the Securities Exchange Act of 1934, Price Associates is deemed sole
     owner of such securities; however, Price Associates expressly
     disclaims that it is, in fact, the beneficial owner of such
     securities.

(3)  Eubel Brady & Suttman Asset Management, Inc. (EBS) is an investment
     advisor registered under Section 203 of the Investment Advisors Act of
     1940.  Mark E. Brady, Robert J. Suttman and Ronald L. Eubel, all
     affiliates of EBS, each beneficially own 407,691 shares (6.8%), with
     shared voting and dispositive power. Bernie Holtgrieve and William
     Hazel, who are also affiliated with EBS, and EBS, each beneficially
     own 391,838 shares (6.5%) with shared voting and dispositive power.

(4)  Dimensional Fund Advisors, Inc. (Dimensional), an investment advisor
     registered under Section 203 of the Investment Advisors Act of 1940,
     furnishes investment advice to four investment companies registered
     under the Investment Company Act of 1940, and serves as investment
     manager to certain other investment vehicles, including commingled
     group trusts.  (These investment companies and investment vehicles are
     the "Portfolios").  In its role as investment advisor and investment
     manager, Dimensional possesses both voting and investment power over
     437,008 shares of Aceto Corporation as of June 30, 2000.  The
     Portfolios own all securities reported in this statement, and
     Dimensional disclaims beneficial ownership of such securities.

(5)  Per 13-F filing of June 30, 2000.

   PROPOSAL 1: ELECTION OF DIRECTORS

At the meeting seven directors are to be elected, each to serve until the next
Annual Meeting of Stockholders or until their successors are elected and
qualified. If any nominee should become unavailable for any reason, it is
intended that shares represented by proxies in the accompanying form will be
voted for a substitute nominee designated by the management. The management has
no reason to believe that any of the nominees named will not be a candidate or
will be unable to serve if elected.

The names of the nominees for directors, together with certain information
regarding them, are as follows:

LEONARD S. SCHWARTZ, Age 54, PRESIDENT , CHAIRMAN OF THE BOARD and CHIEF
EXECUTIVE OFFICER. Mr. Schwartz has served as Chairman and Chief Executive
Officer since July 1, 1997, and President since July 1, 1996.  He joined the
Company in 1969, and became Senior Vice President in charge of its industrial
chemicals department in 1991.  Mr. Schwartz is also Chairman of the Executive
Committee and the incumbent Chairman of the Audit Committee.  He has been a
director of the Company since 1991.

SAMUEL I. HENDLER, Age 78, ATTORNEY.  Mr. Hendler, who has been engaged in the
private practice of law in New York since 1949, has acted as counsel to the
Company for more than 45 years and is Secretary, a director and counsel to
Pneumercator Company, Inc., a Farmingdale, New York Corporation.  Mr. Hendler
is a member of the Executive and Audit Committees.  He has been a director
since 1990.

ROBERT A. WIESEN, Age 49, ATTORNEY, Partner in Clifton Budd & DeMaria.  Mr.
Wiesen is an attorney and partner in the law firm of Clifton Budd & DeMaria.
He joined the firm in 1979 subsequent to his employment with the National Labor
Relations Board.  He has handled matters for the Company relating to labor and
employment law for over ten years and he has written and lectured on labor law.
Mr. Wiesen is a member of the Executive and Audit Committees.  He has been a
director since 1994.

RICHARD AMITRANO, Age 52, SENIOR VICE PRESIDENT of the Company.
Mr. Amitrano joined the Company in 1972 and is in charge of its organic
intermediates and colorants department.  He has been a director since 1997.

STANLEY H. FISCHER, Age 57, ATTORNEY, President of Fischer and Burstein P.C., a
law firm.  Mr. Fischer received a J.D. degree from New York University School
of Law.  He has been a practicing attorney for more than thirty years and has
advised and represented corporate entities in matters relative to internal
matters, mergers, acquisitions, real estate and litigation.  He is a member of
the American Bar Association, the New York Bar Association, the Association of
the Bar of the City of New York, Association of Trial Lawyers of America, New
York State Trial Lawyers and Nassau County Bar. He is a member of various
professional committees including the International Law Section of the New York
State Bar.  Mr. Fischer became a director in March 2000 and is a member of the
Executive Committeee.

ALBERT L. EILENDER, Age 57, is the sole owner of Waterways Advisory Services, a
firm specializing in advising companies on developing and evaluating options
relative to mergers, acquisitions and strategic partnerships in the Chemical
Industry.  He has more than 30 years of diverse Senior Level experience in the
Specialty Chemicals and Pharmaceutical industry and has had direct P&L
responsibility for running businesses up to $300 million, with significant
experience in mergers, acquisitions and joint ventures, both domestically and
internationally.  He has also served on the boards of numerous industry trade
associations during his career.

JOHN H. SCHLESINGER, Age 52, is Managing Director of Young and Partners, LLC,
an investment bank specializing in mergers and acquisitions in the chemical and
pharmaceutical industries.  He is a corporate finance executive with more than
15 years of experience specializing in chemical mergers & acquisitions.  He
holds an MBA in Finance from the Wharton School.  He was with Salomon Brothers
for 14 years ending up as the Managing Director and worldwide head of Chemical
Industry Mergers & Acquisitions and has extensive international experience in
South America and Asia.

            Stock Ownership of Executive Officers, Directors and Nominees for
            Director as of September 11, 2000

                    Common Stock     Currently       Total
                    Beneficially    Exercisable    Beneficial   Percent
Name                   Owned       Stock Options   Ownership   Ownership

Leonard S. Schwartz       32,288         127,500     159,788      2.6
Donald Horowitz            4,424          27,500      31,924      0.5
Samuel I. Hendler          5,622           1,000       6,622      0.1
Richard Amitrano           2,314          27,500      29,814      0.5
Robert A. Wiesen             301           1,000       1,301        -
Stanley H. Fischer             -               -           -        -
Albert L. Eilender             -               -           -        -
John H. Schlesinger            -               -           -        -

All directors, officers   44,949         184,500     229,449      3.7%
and nominees as a group
- -eight persons

All the nominees for Director have, or share with their respective spouses,
voting power and investment power with respect to the shares owned by each of
them.

The Board of Directors does not have a nominating committee. The Executive
Committee of the Board of Directors, whose members are Messrs. Leonard S.
Schwartz (Chairman), Stanley H. Fischer, Samuel I. Hendler and Robert A.
Wiesen, functions as the Executive Compensation Committee.

During the fiscal year ended June 30, 2000 there were 5 meetings of the Board
of Directors. All then incumbent directors attended at least 75% of the
meetings.

A plurality of votes actually cast at the meeting is required to elect a
director.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" ALL SEVEN NOMINEES FOR DIRECTOR.

                                AUDIT COMMITTEE

The incumbent members of the Audit Committee (the "Committee") are Messrs.
Schwartz, Hendler and Wiesen.  The Company anticipates that the composition of
the Committee will be changed following the Annual Meeting to Messrs. Eilender,
Schlesinger and Wiesen, who are non-employee, independent directors.

The Committee held two meetings during the fiscal year.  The Committee serves:
as an independent and objective party to monitor the Company's financial
reporting process and internal accounting system; annually recommends to the
Board of Directors the firm to be engaged as independent accountants for the
Company and the compensation to be paid to the independent accountants; reviews
the scope of, and the reports and findings of, the audit activities of the
independent accountants and of the Company's internal accounting department;
provides an open avenue of communication among the independent accountants,
financial and senior management, and the internal accounting department to
ascertain if any restrictions have been placed on the scope of their activities
or if there has been any lack of adequate response to their recommendations;
reviews the Company's corporate compliance program; and makes periodic reports
and recommendations to the Board of Directors.

The Company's Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is included as an appendix hereto.

EXECUTIVE COMPENSATION

Summary Compensation Table
The following table sets forth certain information regarding compensation paid
or accrued during each of the Company's last three fiscal years to the
Company's Chief Executive Officer and each of the Company's four other most
highly compensated executive officers.

ANNUAL COMPENSATION                                                 LONG TERM
                                                                  COMPENSATION


NAME AND    YEAR   SALARY   BONUS    OTHER   RESTRICTED OPTIONS/ LTIP   ALL
PRINCIPAL                            ANNUAL   STOCK     SARS   PAYOUTS OTHER
POSITION                             COMPEN-  AWARDS                   COMPEN-
                                     SATION                           SATION(2)

Leonard S.
Schwartz    2000  $339,715  $519,246  $1,051  $ 65,754   -        -   $63,515
President,  1999   314,711   432,000   1,264   108,000   -        -    58,223
 Chairman   1998   298,558   500,000   4,053   100,000  60,000(1) -    60,415
 & CEO

Donald
Horowitz    2000   226,477   137,750   1,877     6,250  -         -    35,804
Secretary/  1999   209,808   116,312   1,897     8,688  15,000    -    32,228
Treasurer   1998   199,731   115,000   2,334       -    -         -    31,348
 & CFO

Richard
Amitrano    2000   213,325   149,160   1,950       -    -         -    35,529
Sr. Vice    1999   198,624   111,822   1,633     1,566  15,000    -    31,001
President   1998   189,579    93,210   1,273    28,000  -         -    31,890

Anthony
Baldi       2000   207,692   200,000   3,161       -     2,000    -    35,811
President,  1999   200,000   185,500   2,349     4,500   2,000    -    34,988
Aceto       1998   200,330   144,000   2,634    36,000   -        -    34,504
Agricul-
tural
Chemicals

Thomas
Brunner     2000   207,692    50,000   2,760       -     2,000    -    22,621
Sr. Vice    1999   200,000    50,000   2,718       -     2,000    -    24,675
President   1998   200,083   147,894   2,702    36,974   -        -    34,735

   (1)  Adjusted for the 3 for 2 stock split paid in April 1998.
   (2)  Represents contributions to the Company's qualified and non-qualified
        retirement plans.


Option Grants In Last Fiscal Year
The following table contains information regarding the grant of stock options
in the fiscal year ended June 30, 2000 to the named executives.  All grants
were made in the form of non-qualified stock options.

Options Granted in Last Fiscal Year

                                                    Potential Realizable Value
                                                    at Assumed Annual Rates
                                                    of Stock Price Appreciation
                                                    for Option Term

                          Individual Grants


             Number of
             Securities   % of Total       Exercise
             Underlying  Options Granted   or Base   Expir-
             Options      To Employees     Price     ation
Name         Granted      in Fiscal Year   ($/Sh)    Date      5%(1)    10%(1)

Richard
 Amitrano     None

Anthony
 Baldi       2,000         10%           $11.75     12/2/09    $14,779  $34,682

Thomas
 Brunner     2,000         10%           $11.75     12/2/09    $14,779  $34,682

Donald
 Horowitz     None

Leonard
 Schwartz     None

(1) The dollar amounts illustrate value that might be realized upon exercise
    of the options immediately prior to the expiration of their term,
    covering the specific compounded rates of appreciation set by the
    Securities and Exchange Commission (5% and 10%) and are not, therefore,
    intended to be forecasts by Aceto of possible future appreciation of the
    stock price of Aceto.

Stock Option Exercises in Fiscal 2000 and Value at June 30, 2000

The following table summarizes information with respect to options exercised
during fiscal year ended June 30, 2000 by the Chief Executive Officer and the
executive officers named in the Summary Compensation Table, and the value of
the options held by such persons at the end of fiscal year 2000.

                                                              Value of
                                               No. of         Unexercised
                                               Unexercised    In-the-money
                                               Options at     Options at
                       Shares                  June 30, 2000  June 30, 2000(1)
                       Acquired     Value      Exercisable/   Exercisable/
Name                 on Exercise    Realized   Unexercisable  Unexercisable

Richard Amitrano         -         $    -       27,500/           $ 83,700/
                                                10,000                -0-

Anthony Baldi           6,000         18,750     8,000/             22,320/
                                                 2,000                -0-

Thomas Brunner          6,534         46,775       -0-/               -0- /
                                                   -0-                -0-

Donald Horowitz          -              -       27,500/             83,700/
                                                10,000                -0-

Leonard S. Schwartz     6,534         39,832   127,500/            364,500/
                                               172,500             431,250

(a)   Value of unexercised in-the-money options is based on the common
      stock closing price on June 30, 2000 of $11.50.

On June 9, 1992, the Company's Board of Directors adopted resolutions amending
the Company's 1980 Stock Option Plan ("the Option Plan"), in the following
respects: the Plan is to be administered by a committee consisting of not less
than three directors, all of whom shall be "disinterested persons"; a committee
member shall be a "disinterested person" only if such person is not, at the
time he exercises discretion in administering the Option Plan, eligible, and
has not at any time within one year prior thereto been eligible, for selection
as a person as to whom options may be granted; and no option may be granted to
any director as to whom the proxy statement for the meeting of stockholders at
which the Option Plan was submitted for approval of the stockholders of the
Company disclosed that such director will not participate in the Option Plan.

A committee consisting of Samuel I. Hendler (Chairman), Stanley H. Fischer and
Robert A. Wiesen was appointed by the Board of Directors to administer the
Option Plan. All of said directors were disinterested persons as defined by the
Option Plan.

The Company's 1998 Omnibus Equity Award Plan is administered by the Executive
Committee of the Company's Board of Directors.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

The Executive Committee of the Board of Directors, whose members are Leonard S.
Schwartz (Chairman), Stanley H. Fischer, Samuel I. Hendler and Robert A.
Wiesen, functions as the Executive Compensation Committee, and makes
recommendations to the Board with respect to the remuneration of the Company's
executive officers.

The Company's compensation policy has been designed to enable the Company to
attract, retain and motivate executives whose enthusiasm and abilities will
contribute to the growth of its business and result in maximum profitability to
the Company and its stockholders, by providing salaries and benefits
competitive with those offered by other companies in the chemical industry.
The executive compensation program includes base salary, annual incentive
compensation (cash bonuses), and long term incentive compensation (awards under
the Company's Omnibus Equity Award Plan).

Base salaries are set at levels competitive with the chemical industry.
Because of the way that the Company operates its business, the contributions of
its executives significantly affect corporate profitability.  Bonuses (which
can exceed base salary) are paid to reflect the extent of such contributions.
The Chief Executive Officer (CEO) also is the President and Chief Operating
Officer (COO) of the Company.  The bonuses paid to the CEO and to the
Secretary/Treasurer, who is the Chief Financial Officer (CFO), reflect the
Company's overall performance (excluding extraordinary events).

The three highest paid executives, other than the CEO and CFO, are each
responsible for the performance of one of the Company's principal profit
centers.  Internally generated performance records are kept on a monthly and
yearly basis for these profit centers, and each center's profitability is
compared in the current year to the previous year.  Other factors considered in
determining the bonuses of individual executives are the individual's own
performance and the overall performance of the Company.  The Executive
Compensation Committee determines each bonus primarily based on this data, also
taking into account the long term contributions of each individual.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

The CEO's compensation was determined on the basis of the same factors utilized
to compensate other executives, taking into account total compensation
comparisons of top executives of corporations considered to be in the Company's
peer group.

      The Executive Compensation Committee
            Leonard S. Schwartz, Chairman
            Stanley H. Fischer
            Samuel I. Hendler
            Robert A. Wiesen



DIRECTOR COMPENSATION

Each non-employee director currently receives $12,500 per year for serving on
the Board of Directors plus $500 for each committee meeting attended. There is
no additional compensation for directors who are also employees.

Each of the then non-employee directors, Messrs. Hendler, Wiesen and Goldstein,
received stock options on December 2, 1999 under the 1998 Aceto Corporation
Omnibus Equity Award Plan.  Each stock option was for 1,000 shares at a strike
price of $11.75 and expires ten years from the date of grant.  At June 30,
2000, the closing price of Aceto Corporation common stock was $11.50.  The
options were not in-the-money.


EMPLOYMENT AGREEMENTS

There are no employment contracts with any director, nominee for election as
director, or officer; however, Messrs. Amitrano and Schwartz have signed patent
and trade secret agreements.

STOCK PERFORMANCE GRAPH

Shown below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return on the Company's common stock against the
cumulative total return of the S & P 500 Index and the Dow Jones Chemicals
Index for the period of five years commencing July 1, 1995 and ending June 30,
2000.

Comparison of Five Year Cumulative Return* Among Aceto Corporation, The S & P
500 Index and the Dow Jones Chemicals Index.

* $100 invested on 06/30/95 in stock or index including reinvestment of
dividends.  Fiscal year ending June 30.

                        Cumulative Total Return

                  6/95  6/96  6/97  6/98  6/99  6/00

Aceto Corp.       100   120   115   194   140   138
S & P 500         100   126   169   221   271   291
DJ Chemicals      100   114   147   162   167   124


CERTAIN TRANSACTIONS

Samuel I. Hendler, a director of the Company, serves as general counsel to the
Company. Robert A. Wiesen, a director of the Company, is a partner in the law
firm of Clifton Budd & DeMaria, which serves as labor and employment law
counsel to the Company.  Stanley H. Fischer, a director of the Company, is
President of Fischer and Burstein, P. C., a law firm which serves as counsel to
the Company on various corporate matters.


SECTION 16 COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
registered class of the Company's equity securities to file with the Securities
and Exchange Commission (the "SEC"), initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than 10% stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and representations that no other reports
were required during the fiscal year, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with.

RELATIONSHIP WITH THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS

The Board has again appointed the firm of KPMG LLP as independent auditors for
the fiscal year ending June 30, 2001.  A representative of KPMG LLP will be
present at the Annual Meeting of Stockholders to respond to appropriate
questions from stockholders and will have the opportunity to make a statement,
if he so desires.

STOCKHOLDER PROPOSALS

Any proposal which a stockholder intends to present at the 2001 Annual Meeting
of Stockholders must be duly received by the Company on or before June 2, 2001.

OTHER MATTERS

The Company's Annual Report to Stockholders for the year ended June 30, 2000 is
being mailed to stockholders with this Proxy Statement.

The cost of solicitation of proxies in the accompanying form will be borne by
the Company, including expenses in connection with preparing and mailing this
Proxy Statement. In addition to the use of mails, proxies may be solicited by
personal interview, facsimile, telephone or telegram by directors, officers and
employees of the Company. Arrangements may also be made with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by such
persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.

The management does not know of any matters to be presented for consideration,
other than the matters described in the Notice of Annual Meeting, but if other
matters are presented, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their judgment.

The Company will provide, without charge to each person whose proxy is
solicited, on the written request of any such person, a copy of the Company's
annual report on Form 10-K for its fiscal year ended June 30, 2000 required to
be filed with the Securities and Exchange Commission, including the financial
statements and the schedules thereto. Such written request should be directed
to Mr. Donald Horowitz, Aceto Corporation, One Hollow Lane, Lake Success, New
York 11042-1215. Each such request must set forth a good faith representation
that, as of September 11, 2000 the person making the request was a beneficial
owner of securities entitled to vote at the annual meeting of stockholders.



      By Order of the Board of Directors,

      DONALD HOROWITZ
      Secretary

October 20, 2000



                                                            Addendum 1
            STATEMENT PURSUANT TO SECTION 726 (d) OF
            THE NEW YORK BUSINESS CORPORATION LAW
      RELATING TO DIRECTOR AND OFFICER INDEMNIFICATION

The following information pertains to directors and officers liability
indemnity insurance purchased by the Company:


Insurance Carrier:            St. Paul Insurance Co.

Date of Contract:             September 1, 1999

Expiration Date:              July 1, 2001

Cost of Insurance:            $60,238 ($32,857 per annum)

Corporate Positions Insured:  Directors and Officers

Appendix 1

ACETO CORPORATION

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER


I.  FUNCTION, PURPOSE, RESPONSIBILITIES AND DUTIES

The primary function of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") in fulfilling its oversight responsibilities
by reviewing: the financial reports and other financial information provided by
Aceto Corporation (the "Corporation") to any governmental body or the public;
the Corporation's systems of internal controls regarding finance, accounting,
legal compliance and ethics that management and the Board have established; and
the Corporation's auditing, accounting and financial reporting processes
generally.  Consistent with this function, the Committee should encourage
continuous improvement of, and should foster adherence to, the Corporation's
policies, procedures and practices at all levels.  The Committee's primary
duties and responsibilities are to:

      Serve as an independent and objective party to monitor the Corporation's
      financial reporting process and internal accounting system.

      Review and appraise the audit efforts of the Corporation's independent
      accountants and internal accounting department.

      Provide an open avenue of communication among the independent
      accountants, financial and senior management, the internal accounting
      department, and the Board.

      TO FULFILL ITS RESPONSIBILITIES AND DUTIES THE AUDIT COMMITTEE SHALL:

DOCUMENTS/REPORTS REVIEW

1.  Review and update this Charter periodically, at least annually, as
    conditions dictate.

1.  Review the Corporation's annual financial statements and any reports or
    other financial information submitted to any governmental body, or the
    public, including any certification, report, opinion, or review rendered by
    the independent accountants.

2.  Review the regular internal reports to management prepared by the internal
    accounting department and management's response.

3.  Review with financial management and the independent accountants the
    Corporation's Quarterly Report on Form 10-Q prior to its filing or prior to
    the release of earnings.  The Chair of the Committee may represent the
    entire Committee for purposes of this review.

INDEPENDENT ACCOUNTANTS

4.  Recommend to the Board the selection of the independent accountants,
    considering independence and effectiveness and approve the fees and other
    compensation to be paid to the independent accountants.  On an annual
    basis, the Committee should review and discuss with the accountants all
    significant relationships the accountants have with the Corporation to
    determine the accountants' independence.

5.  Review the performance of the independent accountants and approve any
    proposed discharge of the independent accountants when circumstances
    warrant.

6.  Periodically consult with the independent accountants out of the presence
    of management about internal controls and the fullness and accuracy of the
    Corporation's financial statements.

FINANCIAL REPORTING PROCESSES

7.  In consultation with the independent accountants and the Corporation's
    internal accounting personnel, review the integrity of the Corporation's
    financial reporting processes, both internal and external.

8.  Consider the independent accountants' judgments about the quality and
    appropriateness of the Corporation's accounting principles as applied in
    its financial reporting.

9.  Consider and approve, if appropriate, major changes to the Corporation's
    auditing and accounting principles and practices as suggested by the
    independent accountants, management, or the internal accounting department.

PROCESS IMPROVEMENT

10. Establish regular and separate systems of reporting to the Audit Committee
    by each of management, the independent accountants and the internal
    accounting department regarding any significant judgments made in
    management's preparation of the financial statements and the view of each
    as to appropriateness of such judgments.

11. Following completion of the annual audit, review separately with each of
    management, the independent accountants and the internal accounting
    department any significant difficulties encountered during the course of
    the audit, including any restrictions on the scope of work or access to
    required information.

12. Review any significant disagreement among management and the independent
    accountants or the internal accounting department in connection with the
    preparation of the financial statements.

13. Review with the independent accountants, the internal accounting department
    and management the extent to which changes or improvements in financial or
    accounting practices, as approved by the Audit Committee, have been
    implemented.  (This review should be conducted at an appropriate time
    subsequent to implementation of changes or improvements, as decided by the
    Committee.)

ETHICAL AND LEGAL COMPLIANCE

14. Establish, review and update periodically a Code of Ethical Conduct and
    ensure that management has established a system to enforce this Code.

15. Review management's monitoring of the Corporation's compliance with the
    Ethical Code, and ensure that management has the proper review system in
    place to ensure that Corporation's financial statements, reports and other
    financial information disseminated to governmental organizations, and the
    public satisfy legal requirements.

16. Review activities, organizational structure, and qualifications of the
    internal accounting department.

17. Review, with the Corporation's counsel, legal compliance matters including
    corporate securities trading policies.

18. Review, with the Corporation's counsel, any legal matter that could have a
    significant impact on the Corporation's financial statements.

19. Perform any other activities consistent with this Charter, the
    Corporation's By-laws and governing law, as the Committee or the Board
    deems necessary or appropriate.


II.  COMPOSITION

The Committee shall be comprised of three or more directors as determined by
the Board, at least three of such directors shall be independent directors, and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of  such director's independent judgment as a member of the
Committee.  "Independent director" means a person other than an officer or
employee of the Corporation or its subsidiaries or any other individual having
a relationship which, in the opinion of the Board, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director.  The following persons shall not be considered independent: (a) a
director who is employed by the Corporation or any of its affiliates for the
current year or any of the past three years; (b) a director who accepts any
compensation from the Corporation or any of its affiliates in excess of
$60,000.00 during the previous fiscal year, other than compensation for Board
service; (c) a director who is a member of the immediate family of an
individual who is, or has been in any of the past three years, employed by the
Corporation or any of its affiliates as an executive officer.  Immediate family
includes a person's spouse, parents, children, siblings, mother-in-law, father-
in-law, brother-in-law, sister-in-law, and anyone who resides in such person's
home; (d) a director who is a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
Corporation made, or from which the Corporation received, payments (other than
those arising solely from investments in the Corporation's securities) that
exceed 5% of the business organization's consolidated gross revenues for that
year, or $200,000, whichever is more, in any of the past three years; or (e) a
director who is employed as an executive of another entity where any of the
Corporation's executives serve on that entity's compensation committee.]
Notwithstanding the foregoing, one director who is not independent as defined
herein, and is not a current employee or an immediate family member of such
employee, may be appointed to the Committee, if the Board has determined in its
business judgment that membership on the Committee is required by the best
interests of the Corporation and its shareholders.

All members of the Committee shall be able to read and understand fundamental
financial statements, including a company's balance sheet, income statement,
and cash flow statement or will become able to do so within a reasonable period
of time after appointment to the Committee.  Additionally, at least one member
of the Committee, shall have past employment experience in finance or
accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the member's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.  Committee members may enhance their familiarity with finance
and accounting by participating in educational programs conducted by the
Corporation or an outside consultant.

The members of the Committee shall be elected by the Board and shall serve
until their successors shall be duly elected and qualified.  Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair
by majority vote of the full Committee membership.


III.  MEETINGS

The committee shall meet at least four times annually, or more frequently as
circumstances dictate.  As part of its job to foster open communication, the
Committee should meet at least annually with management, the person in charge
of internal accounting and the independent accountants in separate executive
sessions to discuss any matters that the Committee or each of these groups
believe should be discussed privately.  In addition, the Committee or at least
its Chair should meet with the independent accountants and management quarterly
to review the Corporation's financials consistent Section I. 4 above.

                               ACETO CORPORATION
              Proxy Solicited on Behalf of the Board of Directors


The undersigned hereby appoints Leonard S. Schwartz and Donald Horowitz, with
the full power of substitution, proxies to vote at the annual meeting of
stockholders of Aceto Corporation to be held on Thursday, December 7, 2000 at
The Inn at Great Neck, 30 Cutter Mill Road, Great Neck, New York, and at any
adjournments of the meeting, according to the number of votes the undersigned
might cast with all powers the undersigned would possess if personally present,
as follows:

The shares represented by this proxy will be voted in accordance with the
instructions given, but if no instructions are given, the shares will be voted
FOR the election of directors as a group.

Either of the proxies or their substitutes who are present at the meeting may
exercise all powers conferred thereby.

PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND MAIL IT IN THE
ENCLOSED ENVELOPE.  NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.

                                                ACETO CORPORATION
                                                P.O. Box 11199
                                                New York, NY 10203-0199

(1) Election of Directors

FOR all nominees  [  ]  WITHHOLD AUTHORITY to vote  [  ] EXCEPTIONS [  ]
listed below            for all nominees listed below

Nominees:  Richard Amitrano,  Albert L. Eilender, Stanley H. Fischer, Samuel I.
Hendler, John H. Schlesinger, Leonard S. Schwartz and Robert A. Wiesen

(INSTRUCTIONS:  To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)

*Exceptions__________________________________________________________

(2) In their discretion with respect to such other business as may properly
come before the meeting or any adjournment thereof.

NOTE:  Please sign exactly as your name appears on this proxy.  If shares are
held jointly, each joint owner should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
Proxies executed by a corporation should be signed with the full corporate name
by a duly authorized officer.

Dated: __________________________, 2000

       __________________________
       (Signature of Stockholder)