Company Name: Great Lakes Chemical Corp.
Public Availability Date: 02-22-1996

[INQUIRY LETTER 1]

GREAT LAKES CHEMICAL CORP.
P. O. BOX 2200
ONE GREAT LAKES BOULEVARD
WEST LAFAYETTE, INDIANA 47906
TELEPHONE(317) 497-6100

January 09, 1996

Mr. Vince Mathis
Attorney Advisor
Office of the Chief Counsel
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Great Lakes Chemical Corporation Proxy Statement for
the 1996 Annual Meeting of Stockholders

Ladies and Gentlemen:

This statement and the accompanying materials are submitted on behalf of Great Lakes Chemical Corporation ("GLCC"), pursuant to the provisions of Rule 14a-8(d) of the Securities Exchange Act of 1934, as amended (the "Act"). Proposals submitted by:

The Sisters of the Humility of Mary
Mercy Health Services
The Sisters of the Order of St. Dominic of Grand Rapids
The Sisters of St. Francis of Philadelphia
Progressive Asset Management (on behalf of the Educational Foundation of America)

seek shareholder approval of a request that the Board of Directors provide a comprehensive report on methyl bromide production. All of the above proposals (Exhibit A) are identical and are referred herein collectively as the "Proposals." In our opinion, the Proposals may be properly omitted from GLCC's proxy materials for its 1996 Annual Meeting of Stockholders because they relate to ordinary business operations, they deal with substantially the same subject matter as a prior proposal, and they contain inaccurate and misleading statements. We respectfully request that the Staff not recommend any enforcement action if these Proposals are so omitted.

By copy of this letter, we are notifying all five proponents of GLCC's intention to omit the Proposals and supporting statements from its proxy materials for its 1996 Annual Meeting of Stockholders.

BACKGROUND:

Methyl bromide is the most versatile and cost-effective fumigant available today. Extremely effective as a soil, structural and commodity fumigant, methyl bromide is heavily relied upon by fruit and vegetable growers in the United States to control pests and provide higher yields. Methyl bromide is applied as a structural fumigant to control wood-boring beetles and termites which damage logs, wood products and wooden structures. Methyl bromide is also used to reduce the risk of infestation in foods, machinery, and other commodity shipments for international markets, enabling many of our U.S. export products to meet the stringent import restrictions of foreign countries. Similarly, methyl bromide fumigation of imports from other countries protects our own agricultural industry from the accidental entry of potentially devastating foreign pests into the United States.

Research over the past ten years indicates that various commercially popular chemicals, including methyl bromide, may contribute to depletion of the ozone layer in Earth's stratosphere. A thinner ozone layer may allow more ultraviolet radiation into the lower atmosphere, possibly causing health problems for plants and animals. In response, various national governments and industry developed the Montreal Protocol on Substances that Deplete the Stratospheric Ozone (the "Montreal Protocol"). In 1992, the members of the Montreal Protocol agreed to freeze worldwide production of methyl bromide at 1991 levels. In 1993, the U.S. Environmental Protection Agency (EPA), reflecting Montreal Protocol guidelines for developed nations, listed methyl bromide as a Class I substance under the Clean Air Act, and established a phase-out date of January 1, 2001, for emissive uses. Because of the lack of viable alternatives and the importance of methyl bromide to the U.S. economy, the EPA set the phase-out date at the statutory maximum seven years from the listing date and included no intermediate reductions prior to 2001. In December 1995, members rejected a proposal to phase out methyl bromide worldwide in 2001, adopting instead a gradual phase out over years 2001-2010. Individual nations are at liberty to adopt their own phase out dates between 2001 and 2010.

In contrast to other chemicals regulated by the Montreal Protocol, significant levels of methyl bromide are generated by nature. While the exact amount is not known, up to 60% percent of the methyl bromide in the earth's atmosphere comes from natural uncontrollable sources. Because of the continued uncertainty about the role of man-made (which includes biomass burning) methyl bromide in the ozone depletion, the parties to the Montreal Protocol have requested additional information before proceeding beyond current levels of restriction.

Great Lakes joined the world's other methyl bromide producers in funding research to more precisely determine the role of methyl bromide in ozone depletion and to develop technology to significantly reduce the release of man-made methyl bromide into the atmosphere. This program, including several jointly funded projects with the National Aerospace Administration (NASA) and the National Oceanic and Atmospheric Administration (NOAA), was planned with input from the scientific and regulatory communities. Preliminary results by scientists indicate that this research will provide the data necessary to determine the actual role of methyl bromide in stratospheric ozone depletion. In general, the results of this research indicate that methyl bromide is less of a threat to the ozone layer than was previously believed.

GLCC has consistently supported the Montreal Protocol, complies with the Clean Air Act and its Amendments, and actively participates in meetings, discussions and research programs relating to ozone depletion and the potential effects of man-made methyl bromide on the environment.

Great Lakes helped organize and fund the first scientific meeting to review methyl bromide's possible role in ozone depletion. Methyl Bromide Science Workshops were held in June 1992, October 1993, and June 1995. In attendance were industry and governmental representatives, experts from various universities and institutions, and other interested parties. They concluded that the knowledge of bromine compounds in the atmosphere is significantly less developed than that of chlorine compounds, and that the development and evaluation of methyl bromide alternatives and substitutes lags far behind the search for suitable replacements for chlorofluorocarbons, methyl-chloroform, carbon tetrachloride, and halons.

In June of 1992, the United Nations Environmental Programme ("UNEP"), established by the United Nations to consider the global impact of environmental matters, sponsored a Technology and Economic Assessment (T&EA) workshop. The attending scientists concluded that at that time there was no single alternative to methyl bromide. Furthermore, the T&EA report stated that few methyl bromide alternatives exist and those available have limited application capabilities, or are not cost effective. While further work by the Technology and Economic Assessment Panel and the associated Methyl Bromide Technical Options Committee revealed "technically feasible" alternatives for some methyl bromide applications, few commercially viable alternatives exist. GLCC has committed substantial resources to the research and development of methyl bromide substitutes, but to date has been unable to identify a suitable, cost-effective, commercially-feasible alternative.

DISCUSSION:

1. The Proposals Relate to Ordinary Business Operations - Rule 14a-8(c)(7).

Rule 14a-8(c)(7) provides that a proposal may be omitted from a registrant's proxy materials if it "deals with a matter relating to the conduct of the ordinary business operations of the registrant." It is clear that a proposal requesting the production of a report may be excluded if the subject of such report involves a matter of ordinary business. Exchange Act Release No. 20091, (August 16, 1983; Roosevelt v. E.I. Du Pont de Nemours & Co., 958 F.2d 416 (D.C. Cir. 1992).

Item 1. of the resolution in the Proposals would have GLCC publish confidential information regarding its research and development efforts. With the phase-out of methyl bromide for emissive uses scheduled for 2001, chemical producers are working as quickly as possible to develop substitute fumigants. GLCC is also committed to identifying suitable methyl bromide replacements. This is a matter of ordinary business, and management should not be required to publish such information, which could be extremely valuable to its competitors.

Items 2. and 3. of the resolution request that GLCC provide information regarding any actions which may have been taken by management to extend or eliminate the ban on methyl bromide, and on any payments made to organizations working on the politics of same.

The Methyl Bromide Global Coalition ("MBGC") and the Methyl Bromide Working Group ("MBWG") are supported by both methyl bromide producers and end-users. The MBGC sponsors atmospheric research to better understand the involvement of methyl bromide in processes such as ozone depletion, and the MBWG was formed to ensure that both sides of the issue were fairly represented. GLCC's support of these organizations falls within management's scope of responsibility for administering the affairs of the Corporation and is ordinary business.

We believe that taking actions to ensure that the risk-benefit equation related to the use or non-use of methyl bromide in the absence of suitable alternatives, and to ensure that all of the facts related to the association of methyl bromide with ozone depletion are known is a matter of ordinary business and good management practices.

Item 4. of the resolution requests information on current or past litigation associated with methyl bromide use. As most of the litigation related to methyl bromide involves misuse (use not in compliance with the stringent labeling instructions) or unprotected exposure (due to unauthorized access to treated premises/areas), this is related to ordinary business, and is not pertinent to the overall issue of ozone depletion. To the extent required by Item 103 of Regulation S-K, such litigation will of course be described in GLCC's period reports.

Item 5. calls for information on domestic and international production or distribution after 2001. The Montreal Protocol and Clean Air Act both currently restrict the production and distribution of methyl bromide now and after 2001. As mentioned above, GLCC subscribes to the Montreal Protocol and is in full compliance with the Clean Air Act. The implementation of these production and distribution restrictions and future phase-out is a management matter related to the conduct of ordinary business.

2. The Proposals Deal with Substantially the Same Subject Matter as a Prior Proposal - Rule 14a-8(c)(12)(ii)

Rule 14a-8(c)(12)(ii) provides that a proposal may be omitted from a registrant's proxy materials if it "deals with substantially the same subject matter as a prior proposal submitted to security holders within the preceding five years", provided that if at its second submission, it received less than six percent of the total number of votes cast.

The Proposals deal with substantially the same subject matter, methyl bromide, as prior proposals which were included in GLCC's proxy materials for its 1993 and 1994 Annual Meetings of Stockholders. (See Exhibit B.) Like the 1993 and 1994 shareholder proposals, the Proposals essentially address the perceived negative effect of methyl bromide on the environment, and would require GLCC to take action or provide information in excess of what is already required by the Montreal Protocol or Clean Air Act. In 1993 and 1994, our stockholders indicated, through their votes on this same issue, that they were not supportive of any such additional action being taken. In 1994, when this proposal was submitted for the second time, it received only 4.3% of the votes cast.

In order to be excluded under Rule 14a-8(c)(12), a later proposal need not be identical to a prior proposal; it is enough that the thrust and direction of both be the same. See the Staff's analysis under this rule in approving the exclusion of a proposal (when the rule contained previous "substantially the same proposal" wording) by Mobile Corporation (available March 2, 1981).

3. The Proposals Contain Several Inaccurate and Otherwise Misleading Statements - Rule 14a-8(c)(3)

The Proposals submitted by the proponents in support of their request that our Board "provide a comprehensive report on methyl bromide production" contain statements misleading to those stockholders who are not well versed on the methyl bromide issues or knowledgeable of the research which has been conducted in this area.

The following statements in the Proposals will mislead those stockholders unfamiliar with the subject matter. (Supporting technical information and reference materials are attached as Exhibit C.)

The Proposals state that "methyl bromide is fifty times more destructive to the stratospheric ozone layer than chlorine from chlorofluorocarbons (CFCs) atom per atom." This statement is misleading in that it does not take into account the fact that chlorine is far more abundant in the stratosphere than bromine. Nor does it provide for balance by explaining that although bromine may contribute to ozone losses observed over Antarctica, the ozone loss attributable to fumigation activities is not more than about 6%.

Although the proponents cite "the elimination of worldwide use and production of methyl bromide as the most significant approach to reducing ozone depletion," they fail to mention that the most significant step toward the elimination of ozone depletion -- elimination of CFCs -- has already been implemented. They also fail to include that observations have shown that large changes in methyl bromide use do not result in measurable changes in atmospheric concentration, indicating that reductions in methyl bromide use would have no measurable effect on atmospheric levels, and therefore no effect on recovery of the ozone layer. This omission renders their statement misleading.

The statement that "methyl bromide is regulated under the Clean Air Act and is classified by the Environmental Protection Agency (EPA) as a Category I Acute Toxin, the most deadly category of substance" is inaccurate. The EPA places pesticides in Toxicity Category I, II, III, or IV to denote the level of protection required for use and handling of the product. Category I requires the highest level of protection and very specific warning language on the label. As a result, injury rates for Category I products, including methyl bromide, are typically lower than for "less toxic" pesticides. The use of the word "deadly" implies that any exposure or contact with the chemical will kill, ignoring the mandated safety precautions that enable methyl bromide to be used safely.

Although, "manufacturers must cease domestic production of methyl bromide by January 1, 2001" under the U.S. Clean Air Act, this restriction only applies to methyl bromide which is emitted to the atmosphere. Production of methyl bromide for use as a chemical intermediate (non-emissive use), for example, may continue. (The Proponents subsequently agreed to revise this statement so that it refers only to production of methyl bromide for emissive use.)

While it is true that the Clean Air Act does not regulate the use of methyl bromide, the statement that the "use of methyl bromide stockpiles, however, may continue indefinitely," is misleading. UNEP projections of ozone depletion assume maximum production allowed under current regulations. "Stockpiles" would have no impact on these projections, as all material, whether produced and used or produced and stockpiled, is already included in these projections. The future use of any stockpiled material would therefore not cause additional ozone depletion.

The statements that "cost-effective, non-chemical alternatives to methyl bromide already exist" and that "the UN reports that for over 90 percent of current uses of methyl bromide, alternatives are already either commercially available or in an advanced stage of development" are grossly misleading. UNEP established a committee to "address the technical availability of chemical and non-chemical alternatives for the current uses of methyl bromide," but neither cost-effectiveness nor commercial availability were considerations. In fact, this committee stated that it "did not identify a technically feasible alternative, either currently available or at an advanced stage of development, for less than 10% of 1991 methyl bromide use." Thus, the proponents' statement that "for 90% of ... uses ..., alternative are ... commercially available," is misleading.

Although "the US Department of Defense has implemented non-chemical alternative technologies and has found them to be economical and effective," its experience was limited to the use of controlled environments (temperature, humidity, atmospheric composition) for shipment of commodities to military bases worldwide and does not suggest that such alternatives are widely applicable. This statement is therefore also misleading.

The statement that "numerous scientific studies have shown that Ultraviolet-B radiation exposure, which increases as the ozone layer thins, is known to cause immune suppression, cataracts and skin cancer in humans and animals, and damage crops and a variety of other key organisms on the planet" is presented as if a relationship between ozone depletion, UV radiation, and biological effects has been firmly established. However, because of the absence of long-term surface UV level monitoring, no long-term trend has yet been established. The proponents' statement is therefore misleading as there is little proof of any relationship between UV exposure and the listed biological effects.

As presented, the proponent's statement that "a direct exposure to methyl bromide can cause acute health effects and death" implies that "any" exposure or contact would be lethal. However, published reviews indicate that humans would have to be exposed to methyl bromide in the air in the range of from 1.5 hours (at a concentration of 8,000 ppm) to 10-20 hours (at a concentration of 1,500 ppm) for exposure to be life-threatening. Also, methyl bromide does not accumulate in the body and recovery from exposure to less than lethal concentrations is usually rapid and complete. More importantly, there are no adverse health effects when methyl bromide is handled in accordance with label precautions and instructions.

According to the Annual California Pesticide Illness Surveillance Program Summary Reports for the years 1985-1993, 10 (not "15") fatalities were attributed to methyl bromide in this time period. All of these deaths occurred in homes or apartments which had been fumigated, tarped and secured properly. However, all of the victims (except two) had entered the fumigated buildings illegally while burglarizing, breaking and entering, seeking shelter from the cold, or cutting through the tarps of their own residential units before reentry was authorized. Of the two exceptions, one was a chronic alcoholic who died of liver complications four months after the alleged methyl bromide exposure.

There are no data supporting the claim that exposure to methyl bromide causes "birth defects and inheritable defects." In fact, a 1994 review by a panel of experts (the Developmental and Reproductive Toxicant Identification Committee of the California Office of Environmental Health Hazard Assessment) concluded that "Methyl bromide has not been clearly shown to cause developmental or reproductive toxicity..."

The UNEP definition of anthropogenic (man-made) methyl bromide, which includes biomass burning (African savannas, rain forest clearing) and gasoline additives, does not support the proponents' statement that "30-40% of the bromines reaching the stratosphere came from natural emissions." According to UNEP natural sources still account for 54-59% of total emissions, not the 30-40%. More realistically, emissions which could be controlled by a ban on methyl bromide production (emissive uses - agricultural and structural) account for only 22-24% of total emissions.

The proponents stated that "in a 1/17/95 letter to members of the Methyl Bromide Working Group (financed by the chemical industry) Peter Sparber states: `Whether or not EPA meets (our) demands, we intend to change the law which allows EPA to ban methyl bromide." This statement contains two inaccuracies. The letter was not addressed to the Methyl Bromide Working Group, but was sent to methyl bromide users and other interested parties. It was sent on January 12, 1995 and not on 1/17/95 as indicated. As the Methyl Bromide Working Group receives funding from several sources, the statement that it is "financed by the chemical industry is misleading.

4. If the Proposal is Substantially Duplicative of a Proposal Previously Submitted to the Registrant by Another Proponent - Rule 14a-8(c)(11)

The Proposals are identical. The reasons for excluding each proposal are also identical. If the Commission disagrees with all of GLCC's reasons for omitting the Proposals, GLCC should not be required to include the same language five times in its proxy materials.

CONCLUSION:

For the reasons stated above, GLCC believes that the Proposals may be omitted from GLCC's proxy materials for its 1996 Annual Meeting pursuant to Rule 14a-8(c), and requests that the staff advise GLCC that it will not recommend any action to the Commission if they are so omitted.

Five copies of this letter are enclosed in accordance with Rule 14a-8(d). If you have any questions or desire any further information or documentation with respect to any of the matters set forth herein, please contact me at 317/497-6375.

Sincerely,

Mary P. McClanahan

MPM/Attachments

Exhibit A - Five Submitted Proposals
Exhibit B - GLCC's 1993 and 1994 Proxy Statements
Exhibit C - Management's Supporting Documentation
Additional five copies of letter and attachments

[INQUIRY LETTER 2]

SISTERS OF THE HUMILITY OF MARY
1515 EASTERN AVENUE
MORGANTOWN, WEST VIRGINIA 26505
TELEPHONE(304) 598-3075

November 15, 1995

Mr. Robert B. McDonald, CEO
Great Lakes Chemical Corporation
P.O. Box 2200, Highway 52 NW
West Lafayette, IN 47906

Dear Mr. McDonald:

We continue to be concerned about the environmental impact and biohazard risk of Great Lakes Chemical's products, by-products and industrial processes. We applaud the establishment earlier this year of a new executive committee for Oversight on Environment, Safety and Health and the commitment to Responsible Care Principles.

Nevertheless, we believe these efforts must be complemented by significant actions. We are particularly concerned about environmental disclosure and accountability for the risks to the human community. But as shareholders, we are also concerned with the long-term environmental costs and liability that will impact on our company.

Therefore we are joining with other religious and institutional shareholders in requesting a comprehensive report as specified in the accompanying resolution.

The Sisters of the Humility of Mary are the beneficial owners of 100 shares of Great Lakes stock. The stock has been owned since 1992. Verification of ownership is enclosed and the Sisters intend to hold the stock at least until the next annual meeting.

We are authorized to notify you of our intention to cofile this resolution for consideration and action by the stockholders at the annual meeting. We submit it for inclusion in the proxy statement in accordance with rule 14a-8 of the general rules and regulations of the Securities and Exchange Act of 1934. We would appreciate your indicating in the proxy statement that we are a sponsor of this resolution.

Sincerely yours,

Madonna Kolbenschlag, HM
HM Investment Review Committee

Peter Lauer, Finance Director
Sisters of the Humility of Mary

[INQUIRY LETTER 3]

MERCY HEALTH SERVICES
54605 TWELVE MILE ROAD
FARMINGTON HILLS, MICHIGAN 48331-3221
TELEPHONE(810) 489-6000

November 17, 1995

Robert B. McDonald
Chair, President & CEO
Great Lakes Chemical
1 Great Lakes Blvd.
W. Lafette, Indiana 47906

Dear Mr. McDonald:

Mercy Health Services (MHS) are owners of 1,700 shares of Great Lakes Common Stock. Primarily involved in health care and education, MHS is very concerned about the continued use and detrimental effects that methyl bromide has on the environment. As stockholders we urge the companies in which we invest to act in a socially responsible manner.

I am authorized to notify the company through this letter of our sponsorship of the enclosed resolution. I present it for inclusion in the proxy statement for a vote at the next stockholders meeting in accordance with Rule 14a-8 of the General Rules and Regulations of the Securities Exchange Act of 1934. We are filing this resolution along with other concerned investors. Your primary contact for this filing is Sr. Ann Walter, Grand Rapids Dominican Sisters, Grand Rapids, MI.

Proof of ownership of shares of common stock in our company for at least the last twelve months is attached. We will continue to hold shares in the company through the date of the annual stockholders meeting. There will be a representative present at the meeting to present this resolution.

It is our tradition, as a religious institutional investor, to seek dialogue with companies to discuss the issues involved in these resolutions. We hope that a dialogue of this sort is of interest to you as well. If so, please advise Sr. Ann Walters.

Sincerely,

James H. Combes
Executive Vice President & CFO

Enc.

cc: Ann Walters, O.P.
Interfaith Center on Corporate Responsibility

JHC/IL/bkp

[INQUIRY LETTER 4]

GRAND RAPIDS DOMINICANS
2025 E. FULTON STREET
GRAND RAPIDS, MICHIGAN 49503-3895
TELEPHONE(616) 459-2910

November 28, 1995

Mr. Robert B. McDonald
Chair, President & CEO
Great Lakes Chemical
PO Box 2200
West Lafayette, IN 47906

Dear Mr. McDonald:

Please include the enclosed proposal in the Company's Proxy Statement and form of Proxy relating to the 1996 annual Meeting of Stockholders of Great Lakes Chemicals.

Also enclosed is certification from our Custodian Grand Bank of our holdings of 1200 shares in Great Lakes Chemical and the fulfillment of the share amount at time requirements of SEC Rule 14a-8. The Sisters of the Order of St. Dominic of Grand Rapids intend to fulfill all requirements of Rule 14a-8 including holding the requisite amount of equity through the date of the 1996 meeting.

There will be other religious socially conscious investors co-filing the enclosed resolution.

This resolution is asking the Board of Directors to provide a comprehensive report on methyl bromide production. We would also welcome the opportunity to discuss in more detail our concerns as stated in the resolution.

Sincerely,

Ann Walters, OP
Sisters of the Order of St. Dominic of Grand Rapids

AW:meb

cc: Adriane Van Buren, ICCR
Margaret Weber, Groundwork

ENCLOSURES: Resolution
Proof of Shares

[INQUIRY LETTER 5]

THE SISTERS OF ST. FRANCIS OF PHILADELPHIA
OUR LADY OF ANGELS CONVENT - GLEN RIDDLE
ASTON, PENNSYLVANIA 19014
TELEPHONE(610) 459-4125

November 22, 1995

Mr. Robert B. McDonald
Chair, President & CEO
Great Lakes Chemical
PO Box 2200
West Lafayette, IN 47906

Dear Mr. McDonald

The Sisters of St. Francis are greatly concerned about the insidious destruction of the stratospheric ozone layer and all the implications that holds for our people now, and in future generations.

Through this letter we are notifying the company of our intention to co-file the enclosed resolution with the Srs. of St. Dominic of Grand Rapids Michigan and present it for inclusion in the proxy statement for consideration and action by the shareholders at the next stockholders meeting in accordance with rule 14-a-8 of the General Rules and Regulations of the Securities Exchange Act of 1934. We would appreciate your indicating in the proxy statement that we are a sponsor of the resolution. A representative of the filers will attend the stockholders' meeting to move the resolution as required by the SEC Rules. We will continue to hold shares ion the company through the time of the stockholders' meeting. Proof of ownership is enclosed.

It is our tradition as religious investors to seek dialogue with companies to discuss the issues involved with the hope that the resolution might not be necessary. We trust that a dialogue of the sort is of interest to you as well.

Sincerely,

Doris Gormley, osf
Director, Corporate Social Responsibility

cc: Ann Walters, OP
Ariane VanBuren, ICCR
Diane Bratcher, ICCR

enclosures

[INQUIRY LETTER 6]

PROGRESSIVE ASSET MANAGEMENT
1814 FRANKLIN STREET, SEVENTH FLOOR
OAKLAND, CA 94612
TELEPHONE(510) 834-3722

November 29, 1995

Robert B. McDonald
Chair, President & CEO
Great Lakes Chemical Corp.
1 Great Lakes Blvd.
West Lafayette, IN 47906

Dear Mr. McDonald:

Progressive Asset Management is a brokerage firm specializing in socially responsible investing. We seek out companies for our clients who have distinguished themselves in environmental practices, employee relations, product reliability, community involvement, human rights and other areas.

Our client, the Educational Foundation of America, is concerned about the environmental impact of methyl bromide and the search for safe alternatives to this product. Through this letter we are notifying the company of our co-sponsorship of the enclosed resolution asking the company to provide a comprehensive report on methyl bromide production. Grand Rapids Dominicans are main filers of the resolution; Progressive Asset Management is a co-filer.

We present the resolution for inclusion in the proxy statement for a vote at the next stockholders meeting in accordance with rule 14-a-8 of the General Rules and Regulations of the Securities Exchange Act of 1934.

Proof of our client's ownership of shares of common stock in our company for at least the last twelve months is attached. It is our client's intent to maintain ownership of these shares through the date of the 1996 annual meeting.

Sincerely,

Conrad MacKerron
Director, Social Research

SHAREHOLDER RESOLUTION

GREAT LAKES CHEMICAL

WHEREAS methyl bromide is used principally as a fumigant to control a wide range of pests, weeds and seeds in soil. According to the United Nations Environment Programma (UNEP) bromine from methyl bromide is fifty times more destructive to the stratospheric ozone layer than chlorine from chlorofluorocarbons (CFCs) atom per atom.

UNEP cites the elimination of worldwide use and production of methyl bromide as the most significant approach to reducing ozone depletion.
methyl bromide is regulated under the Clean Air Act and is classified by the Environmental Protection Agency (EPA) as a Category I Acute Toxin, the most deadly category of substances. Methyl bromide is also classified as Class I Ozone Depleter. Manufacturers must cease domestic production of methyl bromide by January 1, 2001. Use of methyl bromide stockpiles, however, may continue indefinitely.
cost effective, non-chemical alternatives to methyl bromide already exist. The UN reports that for over 90 percent of current uses of methyl bromide, alternatives are already either commercially available or in an advanced stage of development. The US Department of Defense has implemented non-chemical alternative technologies and has found them to be economical and effective. Most chemical alternatives will be even more dangerous than methyl bromide.
numerous scientific studies have shown that Ultraviolet-B radiation exposure, which increases as the ozone layer thins, is known to cause immune suppression, cataracts and skin cancer in humans and animals, and damage crops and a variety of other key organisms on the planet.
direct exposure to methyl bromide can cause acute health effects and death. In California since 1985 at least 15 deaths have been attributed to exposure to methyl bromide. Exposure causes damage to the central nervous system, the lungs, kidneys, eyes and skin, and is responsible for some birth defects and inheritable defects.
until recently, scientists believed that 30-40% of the bromines reaching the stratosphere came from natural emissions such as oceans and other salty bodies of water. However, research from the national Oceanic and Atmospheric Administration (NOAA) suggests that oceans absorb more bromide than they release (Science, Vol. 267, 2/17/95, pgs. 1002-1005).
in a 1/17/95 letter to members of the Methyl Bromide Working Group (financed by the chemical industry) Peter Sparber states: "Whether or not EPA meets (our) demands, we intend to change the law which allows EPA to ban methyl bromide."

RESOLVED: That shareholders request the Board of Directors to provide a comprehensive report on methyl bromide production including: 1. development of chemical alternatives to methyl bromide, 2. efforts our company has made to extend or eliminate the ban on methyl bromide, 3. any payments to the Methyl Bromide Working Group or similar trade organizations working on the politics of the phase-out, 4. current or past litigation due to damages caused by methyl bromide, 5. plans for domestic or international production or distribution after 2001. This report to be prepared at reasonable cost, omitting proprietary information, and available to shareholders by August 1, 1996.

[STAFF REPLY LETTER]

February 22, 1996

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE

Re: Great Lakes Chemical Corporation (the "Company")
Incoming letters dated January 9, 1996

The Company received five proposals requesting the board of directors to provide a comprehensive report on methyl bromide production.

There appears to be some basis for your view that the proposals may be omitted from the Company's 1996 proxy materials under Rule 14a-8(c)(12)(ii) as dealing with substantially the same subject matter as prior proposals, submitted at two meetings during the last five years (i.e. methyl bromide production), which received at the time of its latest submission, less than six percent (6%) of the total number of votes cast. Accordingly, the Division will not recommend any enforcement action to the Commission if the Company omits the subject proposals from its proxy materials in reliance on Rule 14a-8(c)(12)(ii). In reaching a position, the staff has not found it necessary to address the alternative bases for omission upon which the Company relies.

Sincerely,

Andrew A. Gerber
Attorney-Advisor