1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10K/A No. 2

                                  ANNUAL REPORT

                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

For the calendar year ended December 31, 1997 Commission file no 1-11013
                            -----------------                    -------

                       SPECIALTY CHEMICAL RESOURCES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                                   34-1366838
       -------------------------------                   -----------------
           (State of incorporation)                  (I.R.S. Employer I.D. No.)

                  9055 S. Freeway Drive, Macedonia, Ohio         44056
                  --------------------------------------         -----
                 (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code:   (330) 468-1380
                                                     ---------------------

Securities registered pursuant to Section 12(b) of the Act:

                     Common Stock, par value $.10 per share.

Securities registered pursuant to Section 12(g) of the Act: None
                                                           -------

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

        Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes   x   No 
                                 -----    ------

        The aggregate market value of voting stock held by nonaffiliates of the
Registrant as of February 27, 1998 was $3,795,440.

        As of February 27, 1998, 3,882,261 shares of the Registrant's Common
Stock were outstanding.

Documents Incorporated by Reference: The registrant's definitive proxy statement
for its 1998 Annual Meeting of Stockholders, which the registrant intends to
file with the Securities and Exchange Commission within 120 days of the close of
its fiscal year end, December 31, 1997, is incorporated by reference in Part III
of this Annual Report on Form 10-K from the date of filing of such document.




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


GENERAL. This discussion should be read in conjunction with the information
contained in the Financial Statements and Notes thereto of the Company contained
elsewhere in this Report.





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RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net
sales of certain items included in the Company's Statement of Operations.


                                                    Year Ended December 31,
                                                  -----------------------------
                                                  1997        1996        1995
                                                  ----        ----        ----

                                                                   
Net Sales ..................................     100.0%      100.0%      100.0%
  Cost of goods sold .......................      83.4%       84.2%       90.1%
                                                  ----        ----        ----
Gross profit ...............................      16.6%       15.8%        9.9%

Selling, general and administrative
  expenses .................................      17.2%       15.6%       17.6%
Amortization of intangibles ................       2.5%        2.3%        2.0%
Impairment of long lived assets ............      45.9%       --          --
                                                  ----        ----        ----
Operating profit(loss) .....................     (49.0%)      (2.2%)      (9.7%)
Interest and expense .......................       3.5%        2.7%        1.8%



FISCAL YEAR ENDED DECEMBER 31, 1997 AS COMPARED TO 1996

         The Company's results include the results attributable to the
acquisition of the Hysan Assets as of May 22, 1997. Net sales $40,284,000 for
the year ended December 31, 1997 were $1,370,000, or 3.5% above the comparable
period in the prior year. $4,867,000 of the current year net sales were
attributed to the acquisition of Hysan Assets. Excluding acquisition related
sales, net sales for the year ended December 31, 1997 were $35,417,000;
$3,497,000, or 9.0% below the comparable period in the prior year. This
reduction in net sales for the year is due primarily to production shortfalls
caused by the difficulty of integrating the Hysan operations.

         Cost of goods sold for the year ended December 31, 1997, increased by
$845,000 as compared to cost of goods sold for the same period in the prior
year. All of this increase was due to increased sales unit volume during the
year ended December 31, 1997, attributable to the acquisition of Hysan. Cost of
goods sold decreased as a percentage of net sales from 84.3% to 83.4% for the
year ended December 31, 1996 and 1997, respectively. The decrease as a percent
of net sales was due primarily to higher unit pricing in 1997.

         Selling, general and administrative expenses were $6,904,000 for the
year ended December 31, 1997, or 17.1% of net sales. Selling, general and
administrative expenses were $6,067,000, or 15.6% of net sales for year ended
December 31, 1996. The increase in selling, general and administrative expenses
was due primarily to increased shipping costs of $334,000 as a result of
operational disruptions and increased sales salary and commission costs
of $185,000 both related to the Hysan acquisition.

     At December 31, 1997, in accordance with FAS 121, Specialty Chemical 
estimated its undiscounted cash flows from operations which results indicate
that an impairment of long-lived assets exists and that a write-down to fair
value is required. Specialty Chemical utilized an independent third party
appraiser to determine fair value based upon management's best estimate of
future cash flows from operations discounted at a rate commensurate with the
risks involved. For the projections, management used historical earnings before
interest, tax, depreciation and amortization, adjusted for non-recurring
expenses and projected 5% annual growth for a forty-year valuation period. The
valuation used a discount rate of 9.1% based on a weighted average cost of
capital. Based upon the valuation performed, Specialty Chemical recorded a
non-cash charge of $18,501,000 which is reflected as a reduction in the carrying
amount of goodwill.

     Specialty Chemical has historically applied a consistent method of 
assessing impairment of long-lived assets in accordance with FAS 121. We have,
on a quarterly and annual basis, computed projected cash flows from operations
based on management's best estimates, including depreciation, amortization and
interest charges in conjunction with the test for impairment. The trends in 1997
and factors that were considered in our quarterly cash flow projections and
impairment tests which ultimately led to the adjustment in the fourth quarter of
1997 are described below.

     In the first quarter of 1997 there was reasonably strong cash flow from
operations consistent with projections and the assessment determined that no
impairment existed. In the second quarter of 1997, Specialty Chemical was in the
process of acquiring Hysan Corporation, which Specialty Chemical believed would
enhance it's future cash flows based upon the synergy of the acquisition. By the
third quarter, Specialty Chemical was starting to experience difficulty in
consolidating the Hysan acquisition, but was still projecting an increase in
cash flow from the synergy of the acquisition. By the fourth quarter, Specialty
Chemical realized that it was now unable to bring about the cost savings and
efficiencies and additional volume that it had anticipated with the Hysan
acquisition. The impairment measurement in the fourth quarter of 1997 was the
first quarter where the cash flow from operations, after adding back interest,
depreciation, and amortization was no longer showing recoverability of the
long-lived assets. During the fourth quarter, operating results decreased
precipitously with production shortfalls that caused a decrease in sales from a
loss of customers and an increase in selling, general and administrative
expenses. The combination of decreased sales and increased expenses resulted in
increased losses and reduced cash flows in the fourth quarter of 1997. Further,
the loss of customers caused management to reduce its projections for future
sales growth, thereby adversely affecting projections for future cash flows. The
resulting estimates of undiscounted cash flows from operations indicated that an
impairment of long-lived assets existed.

     Impairment tests for 1995 and 1996 similarly used management's best 
estimates for future cash flows. In 1995, in response to large losses, Specialty
Chemical initiated a turnaround process to improve operating results and cash
flows. Based upon management's projections of future operating cash flows
reflecting the turnaround process tests showed than an impairment did not exist.
During 1996, operating results tracked closely with management's turnaround
estimates to the extent that projections for future cash flows from operations
continued to show that no impairment existed.                         

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         Interest expense for the year ended December 31, 1997, was 3.5% of net
sales versus 2.7% for the comparable period in the prior year. Interest expense
was $1,405,000 for the year ended December 31, 1997, as compared to $1,059,000
for the year ended December 31, 1996. The increase in interest expense is due to
increased borrowing under the Company's senior credit facility resulting from
the acquisition as well as full year accrual of interest on the 6% convertible
subordinated debentures. See "Liquidity and Capital Resources".

         The Company recorded a net loss for the year ended December 31, 1997,
of $21,085,000, or $5.43 per share on weighted average shares outstanding of
3,882,264. The charge for impairment of long-lived assets accounted for
$18,501,000 of the loss, or $4.77 per share. This compared to a net loss of
$1,762,713, or $.45 per share on weighted average shares outstanding of
3,945,618 for the same period in the prior year. The decrease in earnings for
the 1997 period is due primary to the non-cash charge incurred with the
impairment of long-lived assets (Described above).


FISCAL YEAR ENDED DECEMBER 31, 1996 AS COMPARED TO 1995

         Net sales of $38,914,000 for the year ended December 31, 1996, were
$4,505,000 or 10.4% below the prior year. The decrease was a result of the
Company's efforts to reduce low margin sales, lower demand from automotive and
industrial customers as well as decreased sales of its electronics cleaning
products.

         Cost of goods sold for the year ended December 31, 1996, decreased by
$6,340,000 or 16.2% as compared to cost of goods sold for the same period in the
prior year. This decrease was due principally to reduced sales during the year
ended December 31, 1996, and cost reduction efforts in manufacturing labor and
overhead. Cost of goods sold decreased as a percentage of net sales from 90.1%
to 84.2% for the year ended December 31, 1995, and 1996 respectively. Of the
5.9% decrease, 5.0% was due to higher unit pricing and 0.7% was due to cost
reduction efforts in manufacturing labor and overhead.

         Selling, general, and administrative expenses were $6,067,000 for the
year ended December 31, 1996, or 15.6% of net sales. Selling, general and
administrative expenses were $7,648,000, or 17.6% of net sales for the same
period in 1995 including $650,000 of non-recurring cost for a proxy Contest
(described below). The remaining decrease in 1996 selling, general and
administrative expense is due to cost reduction efforts, lower compensation
costs, and lower bad debt expense as a result of settling a fully reserved
account.

         Interest expense for the year ended December 31, 1996, was 2.7% of net
sales versus 1.8% for the comparable period in the prior year. Interest expense
was $1,059,000 for the year ended December 31, 1996, an increase of $280,000,
from the year ended December 31, 1995. This increase is due to increased
borrowing under the senior credit facility as well as an increase in the
Company's interest rate during the first nine months of the year. The increase
in interest expense as a percentage of net sales is due primarily to reduced
sales. See "Liquidity and Capital Resources".

         The Company recorded a net loss for the year ended December 31, 1996, 
of $1,762,713 or $.45 per share on weighted average shares outstanding of
3,945,618. This compared to a net loss of $2,008,606, or $.51 per share on
weighted average shares outstanding of 3,939,348.





                                  Page 4 of 8

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INCOME TAXES AND NET OPERATING LOSS CARRYFORWARDS

         As of December 31, 1997, the Company had approximately $11,335,000 of
net operating loss carryforwards. However, due to a change in ownership during
1992, the Company has an annual limitation of approximately $850,000 in the
utilization of its net operating loss carryforwards. In addition, due to losses
in 1997, 1996 and 1995 and the realization in 1994 of built-in gains,
approximately $10,000,000 of the carryforwards may be utilized beyond the
current annual limitation to offset future taxable income. Except as discussed
below, and subject to limitations of the Internal Revenue Code of 1986, as
amended (the "Code"), the NOLs should be available to offset future income of
the Company. Use of the NOLs to reduce future taxable income may subject the
Company to an alternative minimum tax.

         Section 382 of the Code limits the amount of a corporation's taxable
income which can be offset by NOLs arising prior to an "ownership change". An
ownership change occurs when the percentage of stock owned by 5 percent
shareholders, or group of 5 percent shareholders, increases over 50 percent over
a three year period. For example, an ownership change would occur if shares
comprising more than 50 percent of a corporation's stock are sold to new public
shareholders. As a result of the public offering in February 1992 and the
ownership change that occurred in connection therewith, the limitation on the
utilization of the NOLs imposed by Section 382 of the Code will apply. Under the
limitation, the amount of the Company's taxable income that each year can be
offset by NOLs attributable to periods before the ownership change cannot exceed
the product of (I) the fair market value of the stock of the Company immediately
prior to the ownership change and (ii) the long-term tax-exempt rate prescribed
by the IRS. The limitation imposed by the change in ownership may result in the
Company paying income taxes in excess of the amount payable in the absence of a
change in ownership.

         The Company had no income tax expense in 1997. The income tax benefit
of $127,600 for the year ended December 31, 1996, consists of approximately
$11,000 of current federal income taxes and approximately $138,600 of deferred
tax benefits. The income tax benefit of $2,981,000 for the year ended December
31, 1995, consists of $1,006,000 of current refundable federal income taxes and
approximately $1,975,000 of deferred federal income tax benefits.


LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1997, the Company's ratio of current assets to
current liabilities was 1.75 to 1 and the quick ratio (cash and cash
equivalents, and accounts receivable, divided by current liabilities) was .66 to
1. As of December 31, 1996, the Company's ratio of current assets to current
liabilities was 2.48 to 1 and the quick ratio (described above) was 1.26 to 1.
The decrease in liquidity is due primarily to increases in the current portion
of the Company's long debt under the senior credit facility and increased
accounts payable to support higher inventory levels from the integration of the
Hysan operations.

         During the twelve months ended December 31, 1997, the Company incurred
$1,405,000 in interest expense, of which $240,000 was accrued to the carrying
value of the 6% convertible subordinated debentures, and made interest payments
totaling $1,124,000. Accrued interest at December 31, 1997, was $108,000.
Accrued interest reflected in the carrying value of the 6% convertible
subordinated debentures was $290,000 at December 31, 1997.

         On May 22, 1997 the Company, in connection with the acquisition of the
Hysan Assets, executed an amendment to its current agreement (the "Credit
Agreement") with its senior lender Star Bank, N.A. The amended Credit Agreement
provides for the $15,000,000 facility which expires on December 31, 2000,
comprised of a revolving line of credit and three term loans secured by the
inventory, accounts receivable and machinery and equipment of Specialty
Chemical. Borrowings


                                  Page 5 of 8



   6

on the revolving line of credit and two of the term loans bear interest at the
prime rate plus 1.5%, subject to decrease if certain ratios and financial tests
are met. The first of these two term loans for $2,680,000 amortizes in
forty-seven consecutive monthly installments of $55,833 commencing June 1, 1998
with a forty-eighth and final principal payment of $55,849. The second of these
term loans for $1,500,000 amortizes in four equal consecutive monthly payments
of $375,000 commenced on July 1, 1997 and was paid off in 1997. The third term
loan bears interest at the prime rate plus 4.5%, subject to decrease if certain
financial tests are met. This term loan for $1,000,000 amortizes in seventeen
consecutive monthly installments of $55,555 commencing July 1, 1997 with an
eighteenth and final installment of $55,565.

         Under the terms of the Credit Agreement, the Company is required to
comply with various covenants, the most restrictive of which relate to the
maintenance of certain financial ratios, levels of tangible net worth, limits on
capital expenditures and restrictions on distributions from the Company to its
stockholders. Based on 1997 financial performance the senior lender has revised
the various covenants by amending the Credit Agreement. The Company is currently
in compliance with all of the covenants. Such amendment requires that such
financial covenants for the future be revised in a form mutually agreeable to
the bank and the Company no later than May 15, 1998. Such amendment further
requires that the Company provide an acceptable plan to the bank no later than
April 30, 1998 to provide additional capital for the Company and consummate such
plan no later than May 30, 1998. The failure to do so would constitute an event
of default under the Credit Agreement. As of December 31, 1997, approximately
$591,000 as unused and available under the Credit Agreement.

         In addition to the Credit Agreement, the Company is a borrower under an
installment note dated October 15, 1995 to a bank. The borrowing is
collateralized by a building which serves as the Company's distribution center
and corporate offices. Interest is payable monthly at l/4% over the bank's prime
rate. As of December 31, 1997, the Company had $794,013 remaining on the note.
Effective January, 1998, the Company refinanced the mortgage with a new
$1,125,000 with a new bank. The note, which bears interest at 8.75%, requires
twelve monthly interest only payments until February 1, 1999. Commencing on
February 1, 1999, the note requires 167 monthly principal and interest payments
of $11,790, the final payments being due on November 1, 2012. The borrowing is
collateralized by a facility which serves as the Company's distribution center
and corporate offices.

         Other than the interest and loan amortization commitments described
above, Specialty Chemical had no other material commitments for capital leases,
interest or fees. (See note D - Long-Term Debt and Note E - Commitments and
Contingencies.)

         On May 22, 1997, the Company acquired the Hysan Assets for an estimated
purchase price of $7,432,000 including of expenses related to the transaction.
The asset purchase agreement required that $500,000 of the purchase price be
deposited in escrow with a bank in order to secure any adjustments to the
purchase price that may be necessary pursuant to the asset purchase agreement
and to secure Hysan's indemnification obligations thereunder. The purchase price
is subject to adjustment based upon the final disposition of accounts receivable
and inventory. The Company believes that it is entitled to certain adjustments
and recoveries from such escrow. Such adjustments and recoveries are being
disputed by the Seller. During the third quarter of 1997 the Company incurred an
additional $225,000 of expenditures relating to the acquisition.

         Net cash provided by operating activities was $4,376,000 in 1997,
versus cash used of $587,000 for 1996, and net cash used by operating activities
of $2,650,000 for 1995. Net capital expenditures were $932,000, $156,000, and
$3,685,000 respectively, for the three years 1997, 1996, and 1995. The Company
expects to spend approximately $800,000 in capital expenditures for 1998 to be
funded from operating cash flows and borrowings under the senior credit



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facility. Under current business conditions, and assuming that the Company and
its senior lender agree on revised financial covenants and the plan to provide
additional capital is consummated on a timely basis, the Company expects no
significant change in its liquidity position during the current fiscal year.


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                                   SIGNATURES
                                   ----------


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, this 16th day of
February, 1999.

                       SPECIALTY CHEMICAL RESOURCES, INC.




                                    By:/s/ Edwin M. Roth
                                          -------------------------------------
                                          Edwin M. Roth
                                          C.E.O. and Chairman of the Board


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities, on the
date indicated. This Report may be signed in multiple counterparts, all of which
taken together shall constitute one document.




         NAME                                        TITLE                      DATE
         ----                                        -----                      ----
                                                                     
/s/ Edwin M. Roth                       C.E.O. and Chairman                February 16, 1999
- ----------------------------            of the Board (Principal
   Edwin M. Roth                        Executive Officer)


/s/ Corey B. Roth                       President, Chief Operating
- ----------------------------            Officer, and Director              February 16, 1999
Corey B. Roth


/s/ David F. Spink                      Vice President, Chief              February 16, 1999
- ----------------------------            Financial Officer,
David F. Spink                          Treasurer, and Asst.
                                        Secretary


/s/ George N. Aronoff                   Director                           February 16, 1999
- ----------------------------
George N. Aronoff


/s/ Victor Gelb                         Director                           February 16, 1999
- -----------------------------
Victor Gelb


/s/ Lionel N. Sterling                  Director                           February 16, 1999
- -----------------------------
Lionel N. Sterling


/s/ Geoffrey J. Colvin                  Director                           February 16, 1999
- -----------------------------
Geoffrey J. Colvin


/s/ Terence J. Conklin                  Director                           February 16, 1999
- -----------------------------
Terence J. Conklin