SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                            FORM 10-Q
                                  
  X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934       
                                  
           For the quarterly period ended June 29, 1997
                                  
                                OR
                                  
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
                   COMMISSION FILE NUMBER 1-3295
                                --
                     MINERALS TECHNOLOGIES INC.
       (Exact name of registrant as specified in its charter)
                                                               
    
             DELAWARE                       25-1190717
  (State or other jurisdiction of       (I.R.S. Employer
   incorporation or organization)      Identification No.)
  
        405 Lexington Avenue, New York, New York 10174-1901
  (Address of principal executive offices, including zip code)
                                  
                           (212) 878-1800
        (Registrant's telephone number, including area code)
                                  
  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 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 the number of shares outstanding of each of the
  issuer's classes of common stock, as of the latest
  practicable date.
  
             CLASS               OUTSTANDING AT July 21, 1997
  Common Stock, $.10 par value           22,560,427
  
  
  
  
  
                    MINERALS TECHNOLOGIES INC.
  
                       INDEX TO FORM 10-Q
  
                                                     Page No.
                                                     --------
  
  PART I.   FINANCIAL INFORMATION
  
  Item 1.
  
       Financial Statements:
  
            Condensed Consolidated Statement of 
            Income for the three-month and six-month 
            periods ended June 29, 1997 and June 30,1996    3
  
            Condensed Consolidated Balance Sheet as of 
            June 29, 1997 and December 31, 1996             4
  
            Condensed Consolidated Statement of Cash 
            Flows for the six-month periods ended 
            June 29, 1997 and June 30, 1996                 5
  
            Notes to Condensed Consolidated 
            Financial Statements                            6
  
       Independent Auditors' Report                         7
  
  Item 2.
  
       Management's Discussion and Analysis of Financial
       Condition and Results of Operations                8
  
  
  PART II.  OTHER INFORMATION
  
  Item 1.
  
       Legal Proceedings                                   10
  
  Item 2.
  
       Changes in Securities                               10
  
  Item 4.
  
       Submission of Matters to a Vote of 
       Security Holders                                    10
  
  Item 6.
  
       Exhibits and Reports on Form 8-K                    10
  
  Signature                                                11
  
  
                  -2-
  
  
  
                 PART I.   FINANCIAL INFORMATION
  
   
  ITEM 1.     FINANCIAL STATEMENTS
  
  
       MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
           CONDENSED CONSOLIDATED STATEMENT OF INCOME
                        (Unaudited)
  
                            Three Months       Six Months
                               Ended             Ended
                          ----------------  ----------------
                          June 29, June 30,  June 29, June 30,
                             1997    1996       1997     1996 
                           -------  -------   -------  ------- 
  
  (thousands of dollars,
  except per share data)
  
  
  Net sales               $151,765 $140,466  $289,391 $268,575
  
  Operating costs 
  and expenses:
   Cost of goods sold      107,400   99,357   204,501  192,434
   Marketing, 
    distribution and
    administrative 
    expenses                19,007   19,125    37,336   36,225
   
   Research and 
    development 
    expenses                 5,179    4,948    10,224    9,779
                           -------  -------   -------  -------
  Income from operations    20,179   17,036    37,330   30,137
  Non-operating deductions,
   net                       1,619    1,188     3,088    1,976
                           -------  -------   -------  -------
  Income before provision 
   for taxes on income 
   and minority interests   18,560   15,848    34,242   28,161
  Provision for taxes 
   on income                 5,940    4,927    10,957    8,927
  Minority interests           259      114       356    (120)
                           -------  -------   -------  -------
  Net income              $ 12,361 $ 10,807  $ 22,929 $ 19,354
                            =======  =======   ======= =======
  Earnings per 
   common share           $    .55 $   0.48  $   1.02 $  0.86 
                           =======  =======   =======  =======
  Cash dividends declared
   per common share       $  0.025 $  0.025  $  0.050 $  0.050
                           =======  =======   =======  =======
  Weighted average number 
   of common shares
   outstanding              22,563   22,627    22,575   22,632
                           =======  =======   =======  =======
  
  
  See accompanying Notes to Condensed Consolidated Financial
  Statements.
  
  
                  -3-
  
  
        MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
              CONDENSED CONSOLIDATED BALANCE SHEET
  
  
                            ASSETS
  
  (thousands of dollars)                June 29,  December 31,
                                          1997*      1996**
                                        --------  -----------
                                   
  Current assets:
    Cash and cash equivalents           $ 19,385   $ 15,446
    Accounts receivable, net             115,140    102,494
    Inventories                           64,239     70,438
    Other current assets                  12,532     13,902
                                         -------    -------
       Total current assets              211,296    202,280
  Property, plant and equipment, 
    less accumulated depreciation 
    and depletion - June 29, 1997 
    -$333,258; Dec. 31, 1996 - 
    $311,815                             497,763    501,067
  Other assets and deferred charges       11,768     10,514
                                         -------    -------
       Total assets                     $720,827   $713,861
                                         =======    =======
  
  
             LIABILITIES AND SHAREHOLDERS' EQUITY
  
  Current liabilities:
    Short-term debt                     $ 14,304   $ 25,339
    Accounts payable                      31,164     29,223
    Other current liabilities             34,748     32,178
                                         -------    -------
       Total current liabilities          80,216     86,740
  Long-term debt                         102,391    104,900
  Other noncurrent liabilities            77,457     73,971
                                         -------    -------
       Total liabilities                 260,064    265,611
                                         -------    -------
  Shareholders' equity:
    Common stock                           2,531      2,526
    Additional paid-in capital           136,960    135,676
    Retained earnings                    386,009    364,210
    Currency translation adjustment        4,543     11,560
    Unrealized holding gains                 181        163
                                          -------   --------   
                                         530,224    514,135
    Less common stock held in treasury, 
     at cost                              69,461    65,885
                                         -------   -------
  
       Total shareholders' equity        460,763   448,250
                                         -------   -------
       Total liabilities and 
        shareholders' equity            $720,827  $713,861
                                         =======   =======
  
  
  *     Unaudited
  **    Condensed from audited financial statements
  
  See accompanying Notes to Condensed Consolidated Financial
  Statements.
  
  
                  -4-
  
  
  
        MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                          (Unaudited)
  
  
                                             Six Months Ended
                                           -------------------
      (thousands of dollars)               June 29,    June 30,
                                             1997        1996
                                           --------    --------
  Operating Activities
  
  Net income                               $ 22,929    $ 19,354
  Adjustments to reconcile net income 
   to net cash provided by operating 
   activities:
     Depreciation, depletion 
      and amortization                       25,860      22,248
     Other non-cash items                       824       2,302
     Net changes in operating 
      assets and liabilities                 (3,090)    (32,011)
                                            -------     -------
  Net cash provided by operating activities  46,523      11,893
                                            -------     -------
  
  Investing Activities
  
  Purchases of property, plant and equipment(30,126)    (57,925)
  Other investing activities, net             3,762         475
                                            -------     -------
  Net cash used in investing activities     (26,364)    (57,450)
                                            -------     -------
  
  Financing Activities
  
  Proceeds from issuance of short-term
   and long-term debt                      11,528      61,659
  Repayment of debt                       (25,000)    (13,027)
  Purchase of common shares for treasury   (3,576)     (2,813)
  Dividends paid                           (1,130)     (1,132)
  Other financing activities, net           2,301       1,170
                                           -------     -------
  Net cash (used in) provided by 
   financing activities                   (15,877)     45,857
                                          -------     -------
  Effect of exchange rate changes on 
   cash and cash equivalents                 (343)       (631)
                                          -------     -------
   
  Net increase (decrease) in cash and 
   cash equivalents                          3,939       (331)
  Cash and cash equivalents at  
   beginning of period                      15,446     11,318
                                           -------    -------
  Cash and cash equivalents at 
   end of period                          $ 19,385   $ 10,987
                                           =======    =======
  
  Interest paid                           $  4,240   $  3,556
                                           =======    =======
  
  Income taxes paid                       $  6,576   $  6,838
                                           =======    =======
  
  
  
  See accompanying Notes to Condensed Consolidated Financial
  Statements.
  
  
                  -5-
  
  
  
         MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES 
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
  
  Note 1 -- Basis of Presentation
  
  The accompanying unaudited condensed consolidated financial
  statements have been prepared by management in accordance
  with the rules and regulations of the United States
  Securities and Exchange Commission. Accordingly, certain
  information and footnote disclosures normally included in
  financial statements prepared in accordance with generally
  accepted accounting principles have been condensed or
  omitted.  Therefore, these financial statements should be
  read in conjunction with the consolidated financial
  statements and notes thereto contained in the Company's
  Annual Report on Form 10-K for the year ended December 31,
  1996.  In the opinion of management, all adjustments,
  consisting solely of normal recurring adjustments necessary
  for a fair presentation of the financial information for the
  periods indicated, have been included.  The results for the
  three-month and six-month periods ended June 29, 1997 are
  not necessarily indicative of the results that may be
  expected for the year ending December 31, 1997.
  
  Note 2 -- Inventories
  
       The following is a summary of inventories by major
  category:
                                       June 29,  December 31,
      (thousands of dollars)           1997       1996 
                                       --------  -----------
       Raw materials                   $ 22,500   $ 23,585
       Work in process                    5,830      8,513
       Finished goods                    19,266     20,670
       Packaging and supplies            16,643     17,670
                                        -------    -------
       Total inventories               $ 64,239   $ 70,438
                                        =======    =======
  
  Note 3 -- Long-Term Debt
  
       The following is a summary of long-term debt:
  
                                       June 29,  December 31,
      (thousands of dollars)             1997       1996
                                       --------  ------------
  
      7.70% Industrial Development
        Revenue Bond Series 1990 
        Due 2009 (secured)             $  7,300   $  7,300
      7.75% Economic Development
        Revenue Bonds Series 1990 
        Due 2010 (secured)                4,600      4,600
      Variable/Fixed Rate Industrial
        Development Revenue Bonds 
        Due 2009                          4,000      4,000
      Variable/Fixed Rate Industrial 
       Development Revenue Bonds 
       Due 2012                           9,000         --
      6.04% Guarantied Senior Notes 
       Due June 11, 2000                 39,000     52,000
      7.49% Guaranteed Senior Notes 
       Due July 24, 2006                 50,000     50,000
      Other borrowings                    1,988         --
                                        -------    -------
                                        115,888    117,900
      Less: Current maturities           13,497     13,000
                                        -------    -------
      Long-term debt                   $102,391   $104,900
                                        =======    =======
  
  The Variable/Fixed Rate Industrial Development Revenue Bonds
  due 2012 are tax-exempt 15-year instruments and were issued
  on April 1, 1997 to finance the construction of a PCC plant
  in Jackson, Alabama.  The bonds bear interest at either a
  variable rate or fixed rate, at the option of the Company. 
  Interest is payable semi-annually under the fixed rate
  option and monthly under the variable rate option.   The
  Company has selected the variable rate option on these
  borrowings and the average interest rate was approximately
  4%.
  
  
                  -6-
  
  
                  INDEPENDENT AUDITORS' REPORT
  
  
  
  The Board of Directors and Shareholders
  Minerals Technologies Inc.:
  
  
       We have reviewed the condensed consolidated balance
  sheet of Minerals Technologies Inc. and subsidiary companies
  as of June 29, 1997 and the related condensed consolidated
  statements of income for each of the  three-month and six-month 
  periods ended June 29, 1997 and June 30, 1996 and cash
  flows for the six-month periods then ended.  These financial
  statements are the responsibility of the Company's
  management. 
  
       We conducted our review in accordance with standards
  established by the American Institute of Certified Public
  Accountants.  A review of interim financial information
  consists principally of applying analytical procedures to
  financial data and making inquiries of persons responsible
  for financial and accounting matters.  It is substantially
  less in scope than an audit conducted in accordance with
  generally accepted auditing standards, the objective of
  which is the expression of an opinion regarding the
  financial statements taken as a whole.  Accordingly, we do
  not express such an opinion.
  
       Based on our review, we are not aware of any material
  modifications that should be made to the condensed
  consolidated financial statements referred to above for them
  to be in conformity with generally accepted accounting
  principles.
  
       We have previously audited, in accordance with
  generally accepted auditing standards, the consolidated
  balance sheet of Minerals Technologies Inc. and subsidiary
  companies as of December 31, 1996, and the related
  consolidated statements of income, shareholders' equity, and
  cash flows for the year then ended (not presented herein);
  and in our report dated February 4, 1997, we expressed an
  unqualified opinion on those consolidated financial
  statements.  In our opinion, the information set forth in
  the accompanying condensed consolidated balance sheet as of
  December 31, 1996 is fairly presented, in all material
  respects, in relation to the consolidated balance sheet from
  which it has been derived.
                                                               
                                     KPMG Peat Marwick LLP
  
  New York, New York
  August 8, 1997              
  
  
                  -7-
  
  
  ITEM 2.
  
  Management's Discussion and Analysis of Financial Condition
  and Results of Operations
  
                                 Income and Expense Items
                               As a Percentage of Net Sales 
                           ---------------------------------
                             Three Months        Six Months
                                 Ended             Ended 
                           ----------------  ----------------
                           June 29, June 30, June 29, June 30,
                           1997     1996      1997     1996
                         -------- --------  -------- --------
  Net sales                100.0%   100.0%    100.0%   100.0%
  Cost of goods sold        70.8     70.8      70.7     71.7
  Marketing, distribution 
   and administrative 
   expenses                 12.5     13.6      12.9     13.5
  Research and development 
   expenses                  3.4      3.5       3.5      3.6
                           -----    -----     -----    -----
  Income from operations    13.3     12.1      12.9     11.2
  Net income                 8.1%     7.7%      7.9%     7.2% 
                           =====    =====     =====    =====
  
  Results of Operations 
  
  THREE MONTHS ENDED JUNE 29, 1997 AS COMPARED WITH THREE
  MONTHS ENDED JUNE 30, 1996
  
       Net sales in the second quarter of 1997 increased 8.0%
  to $151.8 million from $140.5 million in the second quarter
  of 1996. Higher volumes in the precipitated calcium
  carbonate (PCC) and processed mineral product lines were
  primarily responsible for the sales increase. The stronger
  U.S. dollar had an unfavorable impact of approximately $2.2
  million on sales growth. Excluding the effect of foreign
  exchange, sales growth was approximately 10%.
  
       PCC sales grew 13.2% to $73.4 million from $64.9
  million in the second quarter of 1996. This increase was
  primarily attributable to the startup of four new satellite
  PCC plants since June 1996, to the significant ramp up of
  four satellite PCC plants that commenced operations in early
  1996 and to a general improvement in the paper industry.
  
       The Company has signed contracts for three new PCC
  satellite plants since the end of the first quarter.  These
  satellite PCC plants will be located in South Africa, France
  and Germany. The satellite plant in South Africa, which will
  be operated through a joint venture, will be equivalent to
  two satellite units and is scheduled to begin operations in
  the fourth quarter of 1997. A satellite "unit" produces
  between 25,000 and 35,000 tons of PCC annually. The
  satellite plant in France will be equivalent to one
  satellite unit and is expected to commence operations in the
  first quarter of 1998. The satellite plant in Germany will
  be equivalent to two satellite units and is also scheduled
  to begin operations in the first quarter of 1998.  In
  addition, our satellite plant in Indonesia began operations
  early in the third quarter of 1997.  The Company now
  operates 47 satellite PCC plants in 12 countries and has
  four satellite plants under construction.
  
       Net sales of processed mineral products grew 7.9% in
  the second quarter of 1997 to $29.2 million, from $27.0
  million in the comparable quarter of 1996. 
  
       Net sales of refractory products increased 1.3% to
  $49.2 million from $48.6 million in the second quarter of
  1996. 
  
       In 1997, the Company recorded a $1.6 million provision
  for loss as guarantor of indebtedness of a company which was
  the subject of  an involuntary bankruptcy petition under
  Chapter 7 of the U.S. Bankruptcy  Code. In addition, the
  Company recognized a gain of approximately $1.4 million
  related to the sale of property in Japan. Such non-recurring
  items are included in marketing, distribution and
  administrative expenses.
  
       Income from operations rose 18.4% in the second quarter
  of 1997 to $20.2 million.  This increase was due primarily
  to solid growth in the PCC product line; improved
  profitability in refractory products, due primarily to the
  successful execution of the Company's strategy of
  introducing high value innovative products; and to increased
  growth in the processed minerals product line.
  
  
                  -8-
  
  
       Non-operating deductions increased due to higher net
  interest expense as a result of a reduction in capitalized
  interest costs  associated with the construction of major
  capital projects. This reduction in capitalized interest was
  due to lower levels of capital spending in the second
  quarter of 1997.  
  
       Net income grew 14.4% to $12.4 million from $10.8
  million in the prior year.  Earnings per common share were
  $0.55 in the second quarter of 1997 compared to $0.48 in the
  prior year.
  
  SIX MONTHS ENDED JUNE 29, 1997 AS COMPARED WITH SIX MONTHS
  ENDED JUNE 30, 1996
  
       Net sales in the first half of 1997 increased 7.8% to
  $289.4 million from $268.6 million in 1996.  PCC sales
  increased 16.7% to $144.0 million from $123.4 million in the
  first half of 1996.  Sales increases were primarily
  attributable to the start-up of four new satellite PCC
  plants since the second quarter of 1996, significant volume
  increases from four satellite PCC plants that commenced
  operations in early 1996 and to volume increases from other
  satellite PCC plants due to a general improvement in the
  paper industry.  Net sales of processed mineral products
  rose 5.7% to $49.9 million in the first half of 1997. 
  Refractory product sales decreased 2.5% to $95.5 million in
  the first half of 1997. This decrease was primarily due to
  overall volume declines in lower margin products and to
  unfavorable exchange rates.
  
       Net sales in the United States increased 7% in the
  first half of 1997 primarily due to the growth in the PCC
  product line. Net foreign sales increased approximately 8%
  in the first half of 1997 as a result of the continued
  international expansion of the PCC product line. 
  
       Income from operations rose 23.9% to $37.3 million in
  the first half of 1997 from $30.1 million in the previous
  year. 
  
       Non-operating deductions increased due to higher net
  interest expense as a result of a reduction in capitalized
  interest costs  associated with the construction of major
  capital projects. This reduction in capitalized interest was
  due to lower levels of capital spending in the first half of
  1997.
  
       Net income increased 18.5% to $22.9 million from $19.4
  million in 1996.  Earnings per common share were $1.02
  compared to $0.86 in the prior year.
  
  
  LIQUIDITY AND CAPITAL RESOURCES
  
  
       The Company's financial position remained strong in the
  first half of 1997.   Cash flows in the first half of 1997
  were provided from operations and were applied principally
  to fund $30.1 million of capital expenditures and to remit
  the required principal payment of $13 million under the
  Company's Guarantied Senior Notes due June 11, 2000.  Cash
  provided from operating activities amounted to $46.5 million
  in the first half of 1997 as compared to $11.9 million in
  the prior year. This increase was primarily due to an
  improvement in working capital.
  
       The Variable/Fixed Rate Industrial Development Revenue
  Bonds due 2012 are tax-exempt 15-year instruments and were
  issued on April 1, 1997 to finance the construction of a PCC
  plant in Jackson, Alabama.  The bonds bear interest at
  either a variable rate or fixed rate, at the option of the
  Company.  Interest is payable semi-annually under the fixed
  rate option and monthly under the variable rate option.
  
       The Company has available approximately $120 million in
  uncommitted, short-term bank credit lines, none of which
  were outstanding at  June 29, 1997.   The Company
  anticipates that capital expenditures for all of 1997 will
  be approximately $80 million, principally related to the
  construction of satellite PCC plants, expansion projects at
  existing satellite PCC plants and other opportunities that
  meet the strategic growth objectives of the Company.  The
  Company expects to meet such requirements from internally
  generated funds, the aforementioned uncommitted bank credit
  lines  and, where appropriate, project financing of certain
  satellite plants.
  
  
                  -9-
  
  
                 PART II.  OTHER INFORMATION
  
  
  
  ITEM 1.  LEGAL PROCEEDINGS
  
           As previously disclosed, the Company and its
           subsidiary Specialty Minerals Inc. are defendants
           in a lawsuit, captioned EATON CORPORATION V. PFIZER
           INC, MINERALS TECHNOLOGIES INC. AND SPECIALTY
           MINERALS INC., which was filed on July 31, 1996 and
           is pending in the U.S. District Court for the
           Western District of Michigan.  The suit alleges
           that certain materials sold to Eaton for use in
           truck transmissions were defective, necessitating
           repairs for which Eaton seeks reimbursement.  While
           all litigation contains an element of uncertainty,
           the Company and Specialty Minerals Inc. believe
           that they have valid defenses to the claims
           asserted by Eaton in this lawsuit, are continuing
           to vigorously defend all such claims, and believe
           that the outcome of this matter will not have a
           material adverse effect on the Company's
           consolidated financial position or results of
           operations.
  
           The Company and its subsidiaries are not party to
           any other material pending legal proceedings, other
           than ordinary routine litigation incidental to
           their businesses.
  
  
  ITEM 2.  CHANGES IN SECURITIES
  
           On January 30, 1997, in a transaction not involving
           a public offering and therefore exempt from
           registration pursuant to Section 4(2) of the
           Securities Act of 1933, the Company issued 10,520
           shares of Common Stock to Walter Nazarewicz,
           retired President of Specialty Minerals Inc., in
           exchange for consulting services to Specialty
           Minerals Inc. during 1994 and 1995.
  
  
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
           The Company held its annual meeting on May 22,
           1997.  At the meeting, (1) Paul M. Meister was
           elected a director of the Company, by a plurality
           of 19,592,301 votes, with 183,291 votes being
           withheld; (2) Michael F. Pasquale was elected a
           director of the Company, by a plurality of
           19,609,372 votes, with 166,220 votes being
           withheld; and (3) the appointment of  KPMG Peat
           Marwick LLP as independent auditors of the Company
           for the year 1997 was approved by a vote of
           19,773,241 for and 9,748 against, with 32,603
           abstentions.
  
  
  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
  
           a) Exhibits:
  
              10.19 - Company Savings and Investment Plan, as
                      amended April 24, 1997.
              11    - Schedule re: Computation of earnings per
                      common share (Part I Data).
              15    - Accountants' Acknowledgment (Part I
                      Data).
              27    - Financial Data Schedule (submitted
                      electronically to the Securities 
                      and Exchange Commission, and not filed,
                      pursuant to Rule 402 of 
                      Regulation S-T).
  
  
           b) No reports on Form 8-K were filed during the
              second quarter of 1997.
  
  
                  -10-
  
  
                         SIGNATURE
  
  
       Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to
  be signed on its behalf by the undersigned thereunto duly
  authorized.
  
                               Minerals Technologies Inc.
  
                               By: /s/ John R. Stack
                                   -----------------
                                   John R. Stack
                                   Vice President-Finance and
                                   Chief Financial Officer
  
  August 8, 1997 
  
  
                  -11-
  
   
                 MINERALS TECHNOLOGIES INC.
   
                SAVINGS AND INVESTMENT PLAN
   
          (As amended and restated effective as of
      May 12, 1997, with certain earlier effective dates)
   
   
                                                     May, 1997
   
   
   
   
                 MINERALS TECHNOLOGIES INC.
                SAVINGS AND INVESTMENT PLAN
   
          (As amended and restated effective as of 
      May 12, 1997, with certain earlier effective dates)
   
   
                    TABLE OF CONTENTS
                    -----------------
   
                                                     Page
   
   I.      PURPOSES                                     1
   
   II.     DEFINITIONS                                  1
   
   III.    EFFECTIVE DATE                               7
   
   IV.     ELIGIBILITY                                  7
   
   V.      PARTICIPATION                                8
   
   VI.     CONTRIBUTIONS                                8
   
   VII.    INVESTMENT OF FUNDS                         18
   
   VIII.   CREDITS TO MEMBERS' ACCOUNTS                23
   
   IX.     SUSPENSION OF CONTRIBUTIONS                 23
   
   X.      WITHDRAWALS                                 24
   
   
                             -ii-
   
   
   
   
   XI.    SETTLEMENT UPON TERMINATION OF EMPLOYMENT    27
   
   XII.   SAVINGS AND INVESTMENT PLAN COMMITTEE        34
   
   XIII.  TRUST AGREEMENT                              36
   
   XIV.   ASSOCIATE COMPANIES                          36
   
   XV.    VOTING RIGHTS                                37
   
   XVI.   ADMINISTRATIVE COSTS                         39
   
   XVII.  NON-ALIENATION OF BENEFITS                   39
   
   XVIII. NOTICE                                       39
   
   XIX.   INVESTMENTS                                  40
   
   XX.    TREASURY APPROVAL                            40
   
   XXI.   MISCELLANEOUS                                40
   
   XXII.  TERMINATION, AMENDMENT OR 
          SUSPENSION OF THE PLAN                       42
   
   XXIII. PLAN MERGERS AND CONSOLIDATIONS              43
   
   XXIV.  CLAIMS PROCEDURE                             43
   
   XXV.   TOP-HEAVY RULE                               44
   
   XXVI.  LOAN PROVISIONS                              46
   
   SCHEDULE A                                          49
   
                           -iii-
   
   
   
   
                 MINERALS TECHNOLOGIES INC.
                SAVINGS AND INVESTMENT PLAN
   
          (As amended and restated effective as of 
     May 12, 1997, with certain earlier effective dates)
   
   
   I.     PURPOSES
   
          The purposes of this Plan are to foster thrift on
   the part of the eligible employees by affording them the
   opportunity to make regular savings and investments through
   payroll deductions in order to provide the opportunity for
   additional security at retirement, and also to provide them
   with a proprietary interest in the continued growth and
   prosperity of the Company.  As an incentive, the Company
   will match a portion of such savings by regular
   contributions as provided in the Plan.
   
   
   II.    DEFINITIONS
   
          Wherever used in this Plan:
   
          A.     "Account" means the aggregate interest of a
   Member in the Plan.
   
          B.     "After-Tax Contributions" means contributions
   made by a Member pursuant to Section VI.A. hereof.
   
          C.     "Anniversary Year" means (1) the twelve (12)
   month period following the date on which an Employee begins
   his employment with an Employer, as well as successive
   twelve (12) month periods thereafter or (2) in the case of
   a Member who has incurred one (1) or more One-Year Breaks
   in Service, the twelve (12) month period following the date
   on which such Member recommences employment with an
   Employer after the most recent One-Year Break in Service,
   as well as successive twelve (12) month periods thereafter.
   
          D.     "Associate Company" means any corporation of
   which Minerals Technologies Inc. owns directly or
   indirectly at least 80% of the issued and outstanding
   shares of stock, which, with the consent of the Company,
   adopts this Plan pursuant to the provisions of Section XIV.
   hereof, and when action is required to be
   
   
   
   
   
   taken hereunder by an Associate Company such action shall
   be authorized by its Executive Committee or its Board of
   Directors.
   
   
          E.     "Business Day" means each day of each Plan
   Year on which the New York Stock Exchange is open for the
   transaction of business.
   
          F.     "Code" means the Internal Revenue Code of
   1986, as from time to time amended.
   
          G.     "Committee" means the Savings and Investment
   Plan Committee hereinafter provided for in Section XII.
   hereof.
   
          H.     "Company" means Minerals Technologies Inc., a
   Delaware corporation, and any successor corporation, and
   when action is required to be taken hereunder by the
   Company, such action shall be authorized by the Executive
   Committee or the Board of Directors of the Company.
   
          I.     "Creditable Service" shall mean each
   Anniversary Year in which an Employee completes at least
   1,000 Hours of Service.  A transfer from one Employer to
   another shall not constitute a break in Creditable Service
   or a termination of employment with any Employer for the
   purposes hereof.  "Creditable Service" shall include any
   service credited to a Member under the Pfizer Savings and
   Investment Plan (the "Pfizer 401(k) Plan") for a Member who
   was employed by the Company or any of its subsidiaries on
   the closing date under the Reorganization Agreement dated
   as of September 28, 1992, between Pfizer Inc. and the
   Company and who was an active participant in the Pfizer
   401(k) Plan immediately prior to such date.
   
          J.     "Employee" means a person who is employed in
   the service of an Employer within the United States of
   America or any of its territories or possessions, or who is
   a United States citizen employed in the service of an
   Employer outside the continental limits of the United
   States of America, except a person who is included in a
   unit of employees covered by a collective bargaining
   agreement that does not provide for coverage of such person
   under the Plan if there is evidence that retirement
   benefits were the subject of good faith bargaining.  A
   person who is a United States citizen or a Participating
   Resident Alien and who is employed outside the continental
   limits of the United States of America in the service of a
   foreign subsidiary (including foreign subsidiaries of such
   foreign subsidiary) of the Company shall be considered, for
   all purposes of this Plan, as employed in the service of
   the
   
   
                    -2-
   
   
   Company, if (1) the Company has entered into an agreement
   under section 3121(l) of the Code which applies to the
   foreign subsidiary of which such person is an employee, and
   (2) contributions under a funded plan of deferred
   compensation, whether or not a plan described in section
   401(a), 403(a), or 405(a) of the Code, are not provided by
   any other person with respect to the remuneration paid to
   such individual by the foreign subsidiary.
   
          K.     "Employer" means the Company or any Associate
   Company.  For purposes of sections 410 and 411 of the Code,
   "Employer" also shall mean any corporation or other trade
   or business that is treated under the first sentence of
   section 414(b) or under section 414(c) of the Code as
   constituting the same "employer" as the Company or an
   Associate Company, with respect to any period of such
   affiliated status.
   
          L.     "Employer Matching Contributions" means
   contributions made by an Employer pursuant to Section VI.B.
   hereof.
   
          M.     "Hours of Service" means all hours for which
   an Employee is directly or indirectly paid, or entitled to
   payment (including back pay for periods for which such
   awards pertain), by an Employer (or any company which is a
   member of the same controlled group of corporations, within
   the meaning of section 1563(a) of the Code as the Employer
   or any trade or business whether or not incorporated which
   is under common control of an Employer as determined under
   regulations prescribed under section 414 of the Code at the
   time of such service) for the performance of duties, or for
   reasons other than the performance of duties, such as
   vacation, injury, accident, sickness, short-term disability
   or authorized leave of absence.  In the case of a payment
   which is made or due on account of a period during which an
   Employee performs no duties, Hours of Service will be
   determined in accordance with the appropriate Department of
   Labor regulations (section 2530.200b-2(b) and (c)).  Solely
   for the purpose of determining whether a One-Year Break in
   Service has occurred, an Hour of Service shall include each
   Hour of Service which otherwise would have been 
   
   
                    -3-
   
   
   credited to an Employee but for a period of absence from
   work which commences by reason of the pregnancy of the
   Employee, the birth of a child of the Employee, the
   placement of a child with the Employee in connection with
   the adoption of such child by the Employee or the caring
   for such child by the Employee immediately following such
   birth or placement.  The Hours of Service credited for such
   leave shall be credited in the Plan Year in which such
   leave begins if such crediting is necessary to prevent a
   One-Year Break in Service in the Plan Year, otherwise such
   Hours of Service shall be credited in the immediately
   following Plan Year.
   
          N.     "Leased Employee" means any person performing
   services for an Employer as a leased employee pursuant to
   an agreement with a leasing organization who shall for
   purposes of the Plan continue to be an employee of such
   leasing organization, and not of an Employer,
   notwithstanding amendments to the Code which require that
   such person may have to be counted as an employee of the
   Employer in order to perform certain plan qualification
   tests as contained therein.
   
          O.     "Member" means an Employee who participates
   in the Plan in accordance with the provisions of Section V.
   hereof, or a retiree who has elected a deferred
   distribution under Section XI.A.2. hereof.
   
          P.     "Member Contributions" means the After-Tax
   Contributions and Qualified Deferred Earnings Contributions
   made to the Plan pursuant to Section VI.A. hereof.
   
          Q.     "One-Year Break in Service" means an
   Anniversary Year during which an Employee does not complete
   more than 500 Hours of Service.
   
          R.     "Participating Resident Alien" means a person
   who is not a United States citizen but (1) has previously
   been employed as a lawful resident alien in the service of
   an Employer within the United States of America, (2) was a
   Member of the Plan during such employment, (3) is currently
   employed at a location outside both the person's country of
   citizenship and the continental limits of the United States
   of America, and (4) continues to maintain his eligibility
   for employment as a lawful resident alien within the United
   States of America.
   
          S.     "Plan" means this Minerals Technologies Inc.
   Savings and Investment Plan, as it may be amended from time
   to time.
   
   
   
                    -4-
   
          T.     "Plan Year"  means (1) the period beginning
   April 1, 1993 and ending December 31, 1993, and (2) each
   twelve (12) month period thereafter commencing on January 1
   and ending on December 31 while the Plan is in effect.
   
          U.     "Qualified Deferred Earnings Contributions"
   means the contributions made on behalf of a Member under
   section 401(k) of the Code and the applicable Treasury
   Regulations thereunder pursuant to Section VI.A. hereof.
   
          V.     "Regular Earnings" means for any Plan Year
   the sum of (1) the regular base pay and bonuses received by
   a Member, as established by an Employer, plus the Member's
   overtime pay, premium pay, and call-in/call-back pay, but
   excluding Christmas gifts, allowances, contest awards,
   remuneration received in the form of salary continuance or
   lump sum severance by a Member while no longer providing
   services to an Employer and other similar payments and (2)
   any amount which is contributed by a Member's Employer on
   behalf of the Member pursuant to a salary reduction
   agreement and which is not includible in gross income under
   sections 125, 402(e)(3), 402(h) or 403(b) of the Code. 
   With respect to each Plan Year commencing after December
   31, 1988 and prior to January 1, 1994, a Member's Regular
   Earnings shall not include any amounts in excess of
   $200,000 (as adjusted by the Secretary of the Treasury, or
   his delegate, at the same time and in the same manner as
   under section 415(d) of the Code to reflect cost of living
   increases).
   
          In addition to other applicable limitations set
   forth in the Plan, and notwithstanding any other provision
   of the Plan to the contrary, for Plan Years beginning on or
   after January 1, 1994, the Regular Earnings of each
   Employee taken into account under the Plan shall not exceed
   the OBRA '93 annual compensation limit.  The OBRA '93
   annual compensation limit is $150,000, as adjusted by the
   Commissioner for increases in the cost-of-living in
   accordance with section 401(a)(17)(B) of the Code.  The
   cost-of-living adjustment in effect for a calendar year
   applies to any period, not exceeding twelve (12) months,
   over which Regular Earnings is determined (determination
   period) beginning in such calendar year.  If a
   determination period consists of fewer than twelve (12)
   months, the OBRA '93 annual compensation limit will be
   multiplied by a fraction, the numerator of which is the
   number of months in the determination period, and the
   denominator of which is twelve (12).
   
          For Plan Years beginning on or after January 1,
   1994, any reference in this Plan to the limitation under
   section 401(a)(17) of the Code shall mean the OBRA '93
   annual compensation limit set forth in this provision.
   
   
                    -5-
   
   
          If Regular Earnings for any prior determination
   period is taken into account in determining an Employee's
   contributions in the current Plan Year, the Regular
   Earnings for that prior determination period is subject to
   the OBRA '93 annual compensation limit in effect for that
   prior determination period.  For this purpose, for
   determination periods beginning before the first day of the
   first Plan Year beginning on or after January 1, 1994, the
   OBRA '93 annual compensation limit is $150,000.
   
          Furthermore, for Plan Years beginning prior to
   January 1, 1997, in determining Regular Earnings, the rules
   of section 414(q)(6) of the Code shall apply, except that
   in applying such rules, the term "family" shall include
   only the spouse of the Employee and any lineal descendants
   of the Employee who have not attained age 19 before the
   close of the calendar year. 
   
          W.     "Rollover Contributions" means the cash
   rollover contributions made by a Member in respect of
   distributions from other employee plans pursuant to section
   402(c) of the Code.
   
          X.     "Temporary Employee" means any Employee whose
   employment at time of hire is limited in time to a period
   of less than six (6) months.
   
          Y.     "Trustee" means the Trustee hereinafter
   provided for in Section XIII. hereof.
   
          Z.     "Value Determination Date" means the last 
   Business Day in each calendar month, or more frequently 
   as the Committee may so determine, as of which the Committee 
   shall determine the value of each Fund established pursuant 
   to Section VII. hereof.  
   
         AA.     "Vested" means to have acquired, in
   accordance with the express provisions of the Plan, a
   nonforfeitable interest in all or part of an Employer's
   contributions hereunder, which becomes payable as provided
   in the Plan.
   
         BB.     Wherever used in this Plan, the masculine or
   neuter pronoun shall include the feminine pronoun, and the
   singular includes the plural.
   
   
                    -6-
   
   
   III.   EFFECTIVE DATE
   
          Subject to the provisions of Section XX. hereof, the
   effective date of the Plan is April 1, 1993.  The Plan as
   in effect prior to the effective date of any amendment will
   continue to apply to those who terminated employment prior
   to such date except as otherwise provided by the Plan or
   under applicable law.
   
   
   IV.    ELIGIBILITY
   
          Any person who has been an Employee of an Employer
   referred to in Schedule A (a "Schedule A  Employer") since
   on or prior to May 1, 1993, is eligible to become a Member,
   in accordance with Section V. hereof.  Any Employee who
   begins employment with a Schedule A Employer after May 1,
   1993, will be eligible to become a Member beginning on the
   January 1 following the start of his employment, in
   accordance with Section V. hereof.  Notwithstanding the
   foregoing, a Temporary Employee who begins employment with
   a Schedule A Employer on or after January 1, 1995, shall
   not become eligible to become a Member until the January 1
   following his first Anniversary Year in which he performs
   1,000 Hours of Service; except that, if the first day of
   the Anniversary Year in which the Temporary Employee
   performs 1,000 Hours of Service is prior to the first day
   of the calendar year in which such service is completed, he
   will be eligible to become a Member upon completion of the
   1,000 Hours of Service, in accordance with Section V.
   hereof.  No Leased Employee will be eligible to be a
   Member.
   
          A Member, or an Employee eligible to be a Member,
   who terminates employment with a Schedule A Employer and
   who is subsequently reemployed by any Schedule A Employer
   is eligible to become a Member on the date of such
   reemployment, in accordance with Section V. hereof.  An
   Employee who is not eligible to be a Member at the time of
   termination of his employment with a Schedule A Employer
   and who is subsequently reemployed by a Schedule A Employer
   shall have his eligibility determined under the provisions
   of the preceding paragraph without regard to his prior
   employment with a Schedule A Company.
   
   
   V.     PARTICIPATION
   
          Participation in the Plan shall be entirely
   voluntary.  An Employee who is eligible to become a Member
   may become a Member on the first day of any payroll 
   
   
                    -7-
   
   
   period following or coincident with the date on which he
   becomes eligible in accordance with Section IV. hereof, by
   authorizing and directing his Employer in accordance with
   rules and procedures approved by the Committee to (i) make
   payroll deductions and (ii) to invest such payroll
   deductions as hereinafter provided, or with the approval of
   the Company, as a result of a plan-to-plan transfer to the
   Plan for the account of said Employee in accordance with
   Section VI.C. hereof.  Such authorizations and directions
   shall continue in effect unless or until the Member
   suspends, withdraws, or modifies them, as hereinafter
   provided, or until termination of employment or of the
   Plan.  
   
   
   VI.    CONTRIBUTIONS
   
          A.     Member Contributions
   
                 A Member may elect in accordance with rules
   and procedures approved by the Committee, to contribute in
   each pay period, by payroll deduction, an amount equal to
   from 2% to 15%, inclusive, in whole percents of his after-tax 
   Regular Earnings for said period, or a lesser amount in
   accordance with rules and procedures approved by the
   Committee (which rules and procedures may be applied
   uniformly, or solely to any Member who is a "highly
   compensated employee," as defined below) hereinafter
   referred to as "After-Tax Contributions."  A Member may
   elect under section 401(k) of the Code and the applicable
   Treasury Regulations thereunder, in accordance with rules
   and procedures approved by the Committee, to defer receipt
   of from 2% to 15%, inclusive, in whole percents of his
   Regular Earnings, or a lesser amount in accordance with
   rules and procedures established by the Committee (which
   rules and procedures may be applied uniformly, or solely to
   any Member who is a "highly compensated employee," as
   defined below) and to have such deferred earnings,
   hereinafter referred to as "Qualified Deferred Earnings
   Contributions," contributed to the Plan by his Employer on
   his behalf.  The total contribution under this Section VI.
   shall in no event exceed 15% of the Member's Regular
   Earnings.
   
                 Notwithstanding the foregoing, under no
   circumstances shall an election by a Member be given effect
   (a) to the extent that the Member's Qualified Deferred
   Earnings Contributions exceed $7,000 (or such greater
   amount as may from time to time be approved for purposes of
   section 402(g)(1) of the Code) for a Plan Year, or (b) to
   the extent that an election by a Member who is a "highly
   compensated employee," as hereinafter defined, might cause
   the Plan to fail to meet the discrimination standards set
   forth in section 401(k)(3) of the Code.  In this regard,
   the actual deferral percentage of the Qualified Deferred
   Earnings Contributions on behalf 
   
   
                    -8-
   
   
   of Members who are highly compensated employees for any
   Plan Year must either be (a) not more than such percentage
   for all other Members for such Plan Year multiplied by
   1.25, or (b) not more than two (2) percentage points
   greater than such percentage for all other Members for such
   Plan Year and not more than such percentage for all other
   Members for such Plan Year multiplied by two (2).
   
                 An Employee shall be considered to be a
   highly compensated employee if he performs service for an
   Employer during the determination year and if during the
   look-back year he:  (i) received compensation from an
   Employer in excess of $75,000 (as adjusted pursuant to
   section 415(d) of the Code); (ii) received compensation
   from an Employer in excess of $50,000 (as adjusted pursuant
   to section 415(d) of the Code) and was a member of the top-paid 
   group for such year; or (iii) was an officer of an
   Employer and received compensation during such year that is
   greater than 50% of the dollar limitation in effect under
   section 415(b)(1)(A) of the Code for such year.  The term
   "highly compensated employee" also includes:  (I) Employees
   who are both described in the preceding sentence if the
   term "determination year" is substituted for the term
   "look-back year" and the Employee is one of the one hundred
   (100) Employees who received the most compensation from an
   Employer during the determination year, and (ii) Employees
   who are a 5-percent owner (as defined in section 416(i)(1)
   of the Code) of an Employer at any time during the look-back 
   year or determination year.  If no officer has
   satisfied the compensation requirement of (iii) above
   during either a determination year or look-back year, the
   highest paid officer for such year shall be treated as a
   highly compensated employee.  Notwithstanding the
   foregoing, for each Plan Year the Company may elect to
   determine the status of highly compensated employees under
   the simplified snapshot method described in Internal
   Revenue Service Revenue Procedure 93-42 or, to the extent
   permitted by Treasury Regulations, on a calendar year
   basis.
   
                 For purposes of this Section VI.A., the
   "determination year" means the Plan Year and the "look-back
   year" means the twelve (12) month period immediately
   preceding the determination year.  A former Employee shall
   be treated as a "highly compensated employee" if such
   Employee separated from service (or was deemed to have
   separated) prior to the determination year, performs no
   service for an Employer during the determination year, and
   was a highly compensated employee for either the separation
   year or any determination year ending on or after the
   Employee's fifty-fifth (55th) birthday.
   
                 If, for Plan Years beginning prior to January
   1, 1997, an Employee is, during a determination year or a
   look-back year, a family member of either a 5-
   
   
                    -9-
   
   
   percent owner who is an active or former Employee or a
   highly compensated employee who is one of the ten (10) most
   highly compensated Employees ranked on the basis of
   compensation paid by an Employer during such year, then the
   family member and the 5-percent owner or the top ten highly
   compensated employee shall be aggregated.  In such case,
   the family member and 5-percent owner or top ten highly
   compensated employee shall be treated as a single Employee
   receiving compensation and Plan contributions or benefits
   equal to the sum of such compensation and contributions or
   benefits of the family member and 5-percent owner or top
   ten highly compensated employee.  For purposes of this
   Section VI.A., family member includes the spouse, lineal
   ascendants and descendants of the Employee or former
   Employee and the spouses of such lineal ascendants and
   descendants.
   
                 The determination of who is a highly
   compensated employee, including the determination of the
   number and identity of Employees in the top-paid group, the
   top one hundred (100) Employees, the number of Employees
   treated as officers and the compensation that is
   considered, shall be made in accordance with section 414(q)
   of the Code and the regulations thereunder.
   
                 Election of the amount of After-Tax
   Contributions and Qualified Deferred Earnings Contributions
   by a Member shall be made upon enrollment in the Plan in
   the manner hereinbefore provided, and a Member may change
   his election at any time in accordance with rules and
   procedures approved by the Committee, such election to be
   effective upon the first day of the next succeeding payroll
   period.  A Member who is a "highly compensated employee"
   shall be required to revise his election either to defer an
   amount of his Regular Earnings and/or to contribute a
   portion of his Regular Earnings, in conformity with rules
   and procedures approved by the Committee, to enable the
   Plan to meet the non-discrimination tests set forth in the
   Code and the applicable Treasury Regulations thereunder.  
   
                 In the event that the limits described in
   section 401(k) of the Code and the applicable Treasury
   Regulations thereunder are inadvertently exceeded, the
   following provisions shall apply:
   
          (a)    The amount of Qualified Deferred Earnings
                 Contributions which may be made on behalf 
                 of some or all "highly compensated 
                 employees" shall be reduced by reducing 
                 to the extent necessary the highest
                 percentage rates elected by the "highly
                 compensated employees."
   
          (b)    Qualified Deferred Earnings Contributions
                 subject to reduction under this paragraph
                 ("excess contributions"), together with
                 income, and excluding any losses,
                 attributable to the excess contributions,
                 determined in accordance with paragraph
                 (c),shall be returned to the applicable
                 Employers and paid by such Employers to 
                 the affected Members before the close of
                 the Plan Year following the Plan Year in
                 which the excess contributions were made,
                 and to the extent practicable within 2 
                 1/2 months of the close of the Plan Year 
                 in which the excess contributions were
                 made.  The Account of any affected Member
                 shall be adjusted accordingly, and the
                 Committee shall take, and instruct the
                 appropriate Employers to take, such other
                 action as shall be necessary or appropriate
                 to effectuate such distribution.  If the
                 Committee adopts appropriate rules in
                 accordance with regulations issued by the
                 Secretary of the Treasury, the Member may
                 elect, in lieu of a return of the excess
                 contributions, to contribute the excess
                 contributions to the Plan as After-Tax
                 Contributions for the Plan Year in which
                 the excess contributions were made, subject
                 to the limitations of Section VI.E. hereof.
                 The Member's election shall be made within
                 2 1/2 months of the close of the Plan Year
                 in which the excess contributions were made,
                 or within such shorter period as the 
                 Committee may prescribe.  In the absence of 
                 a timely election by the Member, the
                 Committee shall return his excess
                 contributions as provided in this paragraph
                 (b).
   
          (c)    The amount of income attributable to the
                 excess contributions shall be determined 
                 by multiplying the total income on the
                 Member's Qualified Deferred Earnings
                 Contributions for the Plan Year in which 
                 the excess contributions were made by a
                 fraction, the numerator of which is the
                 amount of excess contributions for that 
                 Plan Year and the denominator of which is 
                 the total value of the Member's Qualified
                 Deferred Earnings Contributions as of the
                 first Business Day of the Plan Year plus the
                 Member's Qualified Deferred Earnings
                 Contributions for the Plan Year.  Income for
                 the period between the end of the applicable
                 Plan Year and the date of the corrective
                 distribution shall be disregarded.
   
   
                    -11-
   
   
          Member Contributions shall be remitted to the
   Trustee within thirty (30) days after the end of the
   calendar month in which the contributions are deducted, and
   shall be made in cash; provided, however, that all or any
   portion of any such contribution to Fund V, as defined in
   Section VII.A. hereof, in the discretion of the Committee,
   may be retained and added to the Company's capital funds,
   and there may be delivered to the Trustee treasury stock or
   authorized but previously unissued stock of the Company, of
   a value equal to the amount so retained.  Notwithstanding
   the foregoing, Member Contributions shall be remitted to
   the Trustee in accordance with the requirements of
   Department of Labor Regulations section 2510.3-102. The
   value of any such stock shall be the closing price of the
   stock on the New York Stock Exchange on the applicable
   Value Determination Date.  After-Tax Contributions and
   Qualified Deferred Earnings Contributions and the earnings
   thereon shall be nonforfeitable.  
   
          B.     Employer Matching Contributions
   
                 1.  Each Employer shall contribute on a 
   bi-weekly basis and allocate to the Account of each of its
   employees who are Members an amount equal to the percent
   indicated below of the contributions made by each such
   Member as After-Tax Contributions, or contributed to the
   Plan by the Employer on behalf of each such Member as
   Qualified Deferred Earnings Contributions up to 6% of such
   Member's Regular Earnings, determined before any reduction
   for Qualified Deferred Earnings Contributions, hereinafter
   referred to as "Employer Matching Contributions":
   
       Contributions by or on        Employer Matching
         Behalf of a Member             Contributions
       ----------------------        -----------------
             First 2%                       100%
             Next  4%                        50%
   
   Employer Matching Contributions shall be remitted to the
   Trustee within thirty (30) days after the end of each
   calendar month, and shall be made in cash; provided,
   however, that all or any portion of any such contribution
   to the Company Common Stock Fund (Fund M), as defined in
   Section VII.B. hereof, may be retained and added to the
   Company's capital funds, and there may be delivered to the
   Trustee treasury stock or authorized but previously
   unissued stock of the Company, of a value equal to the
   amount so retained.  The value of any such stock
   contributed by an Employer shall be the closing price of
   the stock on the New York Stock Exchange on the applicable
   Value Determination Date.  Employer Matching Contributions
   and the earnings thereon shall be nonforfeitable.
   
   
                    -12-
   
   
          2.       At the discretion of the Company, Employer
   Matching Contributions in any Plan Year may be increased to
   an amount not to exceed 100% in the aggregate of Member
   Contributions or contributions made on behalf of Members as
   Qualified Deferred Earnings Contributions.  The additional
   Employer Matching Contributions, if any, provided for in
   this Section VI.B.2. shall be allocated to the Account of
   each Member in the same manner as provided in Section
   VI.B.1. hereof.
   
          3.      Notwithstanding anything hereinabove to the
   contrary, in the case of all Employer Matching
   Contributions hereunder, the amount of contributions in a
   Plan Year shall in no event exceed the amount allowable
   under the Code and applicable Treasury Regulations
   thereunder to the Employer making the contributions as a
   deduction for contributions paid to this Plan. 
   Notwithstanding any provisions to the contrary, any
   contribution by the Company is conditioned upon the
   deductibility of the contribution by the Company under the
   Code and, to the extent any such deduction is disallowed,
   the Company shall, within one (1) year following the
   disallowance of the deduction, demand repayment of such
   disallowed contribution and the Trustee shall return such
   contribution within one (1) year following the
   disallowance.  Earnings of the Plan attributable to the
   excess contribution may not be returned to the Company, but
   any losses attributable thereto must reduce the amount so
   returned.
   
   
          C.     Plan-to-Plan Transfers
   
                 Assets transferred to the Plan from (i) a
   pension or profit sharing plan maintained by an Employer as
   a result of an amendment, termination, merger, or
   consolidation of said plan or (ii) the Pfizer 401(k) Plan
   shall constitute a plan-to-plan transfer.  For the purpose
   of this Plan, amounts attributable to a plan-to-plan
   transfer shall be treated as employee contributions or as
   employer contributions for all purposes of the Plan,
   including Sections VI.A. and XXVI. hereof, in accordance
   with the treatment afforded such assets in the transferor
   plan, except that such assets may be invested, at the
   election of the affected Employee in the Funds described in
   Section VII.A. hereof in accordance with the provisions of
   Section VII.A. hereof, notwithstanding the fact that they
   represented employer contributions in the prior plan.  An
   Employee shall be vested in assets in his Account hereunder
   as a result of a plan-to-plan transfer to at least the same
   extent as the Employee was vested in such monies under the
   terms of the transferee plan.  Employees affected by this
   Section VI.C. shall be deemed to be Members of the Plan
   with respect to such Accounts whether or not they are
   otherwise eligible to be Members of the Plan pursuant to
   the other provisions of the Plan.
   
   
                    -13-
   
   
          D.     Rollover Contributions
   
                 Commencing April 1, 1997, the Committee in
   its sole discretion, exercised in a uniform and
   nondiscriminatory manner, may permit an Employee who has
   satisfied the requirements of Section V. hereof to make a
   Rollover Contribution to the Plan by delivering, or causing
   to be delivered, the cash which constitutes such Rollover
   Contribution to the Trustee in accordance with rules and
   procedures approved by the Committee.  The Employee shall
   allocate the investment of his Rollover Contribution among
   the Funds described in Section VII.A. hereof in accordance
   with rules and procedures approved by the Committee. 
   Notwithstanding any provision to the contrary, under no
   circumstances shall any funds attributable to any
   Employee's Rollover Contribution be used in any way as the
   basis for the allocation of any Employer Matching
   Contributions pursuant to Section VI.B. hereof or
   forfeitures pursuant to Section VI.E. hereof.
   
   
        E.     Maximum Additions
   
               Notwithstanding anything contained herein to
   the contrary, the total annual additions, as hereinafter
   defined, made to the Account of a Member shall not exceed
   the lesser of:  $30,000 (or, if greater, 25% of the defined
   benefit dollar limitation in effect under section
   415(b)(1)(A) of the Code), or 25% of compensation (as
   defined in section 415(c)(3) of the Code), subject to the
   following:
   
              (1)  If such annual additions exceed the
        foregoing limitation, any contributions made by the
        Member, which cause the excess, shall be returned to
        the Member.  If, after returning such contributions to
        the Member, an excess still exists, such excess shall
        be reallocated to eligible Members as a forfeiture and
        credited to the Accounts of such Members on the basis
        of their respective Account balances.  If, after
        reallocating such excess as forfeitures among all
        eligible Members, the annual addition still exceeds
        the applicable limitation for each and every Member,
        such excess as still remains shall be held unallocated
        in a suspense account for the limitation year and
        allocated and reallocated in the next limitation year
        before any employer or employee contributions which
        would constitute annual additions under section 415 of
        the Code and the Treasury Regulations thereunder may
        be made to the Plan for that limitation year.
   
   
                    -14-
   
   
              (2)   Notwithstanding the foregoing, in the case
        of an Employee who participates in this Plan and in
        the Company's Retirement Annuity Plan or any other 
        defined benefit plan or defined contribution plan
        maintained by an Employer, the sum of the defined
        contribution plan fraction and the defined benefit
        plan fraction for any year shall not exceed one (1).
   
        In the event the sum of such fractions exceeds one
        (1), the Committee responsible for the administration
        of the defined benefit plan shall reduce the pension
        provided under the defined benefit plan in order that
        none of the plans shall be disqualified under the
        Code.  For purposes of applying the limitations of
        this Section VI.E., the following rules shall apply:
   
   
          (a)   The term "defined contribution plan fraction"
                shall mean the actual aggregate annual
                additions, as hereinafter defined, to this
                Plan determined as of the close of the year,
                over the aggregate of the maximum annual 
                additions which could have been made for each
                year of the Member's service had such annual
                additions been limited each such year in
                accordance with the restrictions imposed by
                section 415 of the Code (or such greater
                amount prescribed under regulations issued by
                the Secretary of the Treasury pursuant to the
                provisions of section 415(d) of the Code to
                take into account increases in the cost of
                living).
   
          (b)   The term "defined benefit plan fraction" shall
                mean the projected annual pension payable
                under the defined benefit plan, over the
                maximum projected annual pension payable under
                such plan increased pursuant to section
                415(e)(2)(B) of the Code.
   
          (c)   The term "limitation year" shall mean the
                calendar year.
   
          (3)   The term "annual addition" shall mean the sum
        of Employer Matching Contributions, After-Tax
        Contributions, Qualified Deferred Earnings
        Contributions and forfeitures.  The term "annual
        addition" shall not include plan-to-plan transfers 
        or, effective April 1, 1997, Rollover Contributions.
    
          (4)   The limitations of this Section VI.E. 
        with respect to any Member who at any time has
        participated in any other defined contribution plan,
        or in more than one (1) defined benefit plan,
        maintained by a corporation which is a member of the
        controlled group of corporations (within the meaning
   
   
                    -15-
   
   
        of section 1563(a), determined without regard to
        section 1563(a)(4) and (e)(3)(C), and section 415(h)
        of the Code) of which his Employer is a member, shall
        apply as if the total benefits payable under all
        defined benefit plans in which the Member has been a
        participant were payable from one (1) plan, and as if
        the total annual additions, made to all defined
        contribution plans in which the member has been a
        participant, were made to one (1) plan.
   
        F.  Limitations on After-Tax Contributions
            and Employer Matching Contributions
   
            Notwithstanding the foregoing, the following rules
   and limitations shall apply to After-Tax Contributions and
   Employer Matching Contributions:
   
            With respect to each Plan Year, the spread between
   the "contribution percentage" (within the meaning of
   section 401(m)(3) of the Code and the Treasury Regulations
   thereunder) for highly compensated employees (as defined in
   Section VI.A. hereof) shall not exceed the "contribution
   percentage" of the remaining Employees required to be
   considered under section 401(m)(2) of the Code and the
   Treasury Regulations thereunder, by an amount that would
   cause the Plan to fail to meet the anti-discrimination
   requirements set forth in section 401(m) of the Code.
   
            If after the close of any Plan Year, the Committee
   shall determine that the spread between the "contribution
   percentage" for (A) "highly compensated employees," and (B)
   the remaining Employees required to be considered under
   section 401(m)(2) of the Code and the Treasury Regulations
   thereunder, for the Plan Year then ended is such that the
   Plan would fail to meet the anti-discrimination
   requirements set forth in section 401(m) of the Code, the
   following provisions shall apply:
   
        (1)  The amount of After-Tax Contributions and
      Employer Matching Contributions which may be made on
      behalf of some or all highly compensated employees in
      the Plan Year shall be reduced by reducing to the extent
      necessary the highest percentage rates elected by the
      highly compensated employees.
    
        (2)  Any After-Tax Contributions and Employer Matching
      Contributions subject to reduction under this paragraph
      ("excess aggregate contributions"), together with income
      attributable to the excess aggregate contributions,
      determined in accordance with paragraph (4), shall be
      reduced in the following order of priority: 
   
   
                -16-
   
   
               (A)  After-Tax Contributions, to the extent of
          the excess aggregate contributions, together with
          the income, and excluding any losses, attributable
          to those contributions, shall be returned to the
          Member's Employer and paid by such Employer to the
          affected Members, and then, if necessary, 
   
   
               (B)  Employer Matching Contributions, together
          with the income attributable to those contributions,
          shall be forfeited and applied to reduce subsequent
          Employer Matching Contributions.
   
         (3)   Any repayment or forfeiture of excess aggregate
      contributions shall be made before the close of the Plan
      Year following the Plan Year for which those
      contributions were made, and to the extent practicable
      within 2 1/2 months of the close of the Plan Year in
      which the contributions were made.  The After-Tax
      Contributions and Employer Matching Contributions of 
      any  affected Member shall be adjusted accordingly, and
      the Committee shall take, and instruct the Employer to
      take, such other action as shall be necessary or
      appropriate to effectuate such distribution or
      forfeiture.
   
         (4)   The amount of income attributable to the excess
      aggregate contributions shall be determined by
      multiplying the total income on the Member's Account
      attributable to After-Tax Contributions and Employer
      Matching Contributions for the Plan Year in which the
      excess aggregate contributions were made by a fraction,
      the numerator of which is the amount of excess aggregate
      contributions for that Plan Year and the denominator of
      which is, the total value of the Member's Account
      attributable to After-Tax Contributions and Employer
      Matching Contributions as of the first Business Day of
      that Plan Year plus the Member's After-Tax Contributions
      and Employer Matching Contributions for the Plan Year. 
      Income for the period between the end of the applicable
      Plan Year and the date of the corrective distribution
      shall be disregarded.
   
          If any highly compensated employee is a member of
   another qualified plan of an Employer under which deferred
   cash contributions or matching contributions are made on
   behalf of the highly compensated employee or under which
   the highly compensated employee makes after-tax
   contributions, the Committee shall implement rules, which
   shall be uniformly applicable to all employees similarly
   
   
                    -17-
   
   
   situated, to take into account all such contributions under
   all such plans in applying the limitations of this Section
   VI.F.
   
   
   VII.  INVESTMENT OF FUNDS
   
        A.   Member Contributions
   
             Each Member may elect upon enrollment, and
   thereafter at intervals of at least three (3) months'
   duration and, commencing May 12, 1997, at any time, by
   direction in accordance with rules and procedures approved
   by the Committee, that his future After-Tax Contributions
   and Qualified Deferred Earnings Contributions shall be
   invested in one (1) or more of the following Funds:
   
               Fund I - FIXED INCOME FUND - A fund, valued at
      book, invested and re-invested directly or through one
      (1) or more collective investment vehicles primarily in
      obligations of a short term nature, including but not
      limited to savings accounts, savings and loan accounts,
      time deposits, certificates of deposit, savings
      certificates, short term securities issued or guaranteed
      by the United States of America or any agency or
      instrumentality thereof, and corporate obligations or
      participations therein (but excluding specifically any
      separately managed account obligations of the Company or
      an Associate Company), although the same may not be
      legal investments for trustees under the laws applicable
      thereto, to be selected and held by the Trustee in its
      sole discretion; or invested and re-invested in whole or
      in part in one (1) or more investment contracts with one
      (1) or more insurance companies or other financial
      institutions as directed from time to time by the
      Committee, or in a collective investment vehicle
      investing in such contracts selected by the Committee.
   
               Fund II - BALANCED FUND - A balanced fund
      invested and re-invested in, at the discretion of the
      Trustee, common stocks and bonds, the stock component of
      which invests in the Trustee's Flagship Fund which is
      comprised of five hundred (500) common stocks and
      closely tracks the S&P 500 Index and the bond component
      of which invests in the Trustee's Bond Market Fund which
      consists primarily of a portfolio of U.S. Treasury,
      Agency, and investment grade corporate and mortgage-
      backed securities representative of the broad bond
      market and uses the Lehman Brothers Aggregate Bond Index
      as a benchmark, although the same may not be legal
   
   
                -18-
   
   
      investments for trustees under the laws applicable
      thereto.  The Trustee will maintain the Fund in a static
      mix of approximately 60% in common stocks and 40% in
      fixed income instruments, rebalanced monthly with cash
      flows.  Effective May 1, 1997, the Balanced Fund shall
      be replaced by the Life Solutions Balanced Growth Fund,
      such fund to be known as the BALANCED GROWTH FUND.  The
      net value of all assets in the Balanced Fund as of the
      close of business on April 30, 1997 shall be transferred
      to the Balanced Growth Fund on May 1, 1997.  The
      Balanced Growth Fund is a balanced fund invested and 
      re-invested by the fund's investment manager in
      commingled U.S. and international stock funds and in
      commingled bond funds.  The fund's investment manager
      actively manages the Balanced Growth Fund and employs 
      a systematic evaluation process to determine asset
      allocations.  Under normal market conditions the
      Balanced Growth Fund average asset mix would be
      approximately 50% in U.S. equity funds, 10% in
      international equity funds and 40% in U.S. bond funds.
      The investment manager may adjust the total allocation
      to stock or bond funds by plus/minus 20% based on
      economic or market conditions and liquidity needs.
   
   
          Fund III - S&P 500 INDEX FUND - A fund invested and
      re-invested in corporate common stocks either in
      separate accounts (excluding specifically common stocks
      of the Company or an Associate Company) or in commingled
      equity funds, such as a stock index fund, which may
      include a proportionate share of common stocks of the
      Company or an Associate Company, although the same may
      not be legal investments for trustees under the laws
      applicable thereto, to be selected by the Trustee or an
      investment manager, in its sole discretion, or, in the
      case of the commingled equity fund, selected by the
      Committee, in its sole discretion, and held by the
      Trustee and managed by the Trustee or an investment
      manager.
   
          Fund IV - GENERAL EQUITY FUND - A fund invested and
      re-invested by the Trustee or an investment manager
      directly or through one or more collective investment
      vehicles in selected common stocks identified based on
      fundamental valuation measures and anticipated changes
      in earnings estimates, although the same may not be
      legal investments for trustees under the laws applicable
      thereto.  The Trustee shall use selected criteria to
      construct portfolios that have strong value and growth
      biases.  A typical portfolio will consist of
      approximately one hundred (100) securities.
   
   
                -19-
   
   
          Fund V - COMPANY STOCK FUND - A fund invested and
      re-invested in Minerals Technologies Inc. common stock,
      although such may not be a legal investment for trustees
      under the laws applicable thereto.  The Trustee shall
      make purchases of such stock in the open market or from
      the Company if treasury stock or authorized but unissued
      stock is made available by the Company for such
      purchase.  If such stock is purchased from the Company,
      its price shall be the closing price of the stock on the
      New York Stock Exchange on the day of purchase.  The
      Trustee may also purchase such stock from private
      sources at a cost not in excess of that at which such
      stock is available on the market.
   
          Fund VI - INTERNATIONAL FUND (Effective May 12,
      1997) - A fund invested and re-invested by the
      investment manager in non-U.S. equity investments.  The
      fund is actively managed by use of a systematic approach
      to analyze the suitability of investments in individual
      countries, stocks and markets and the degree of currency
      exposure with respect to investments in the portfolio.
      The active management of the International Fund includes
      both the management of the equity investments in the
      fund and the management of the risk associated with
      possible fluctuations in the value of currencies.
   
   
             A Member shall also have the right, at intervals
   of at least three (3) months' duration and, commencing May
   12, 1997, at any time, as the Committee may by uniform
   rules permit, to direct that any portion of his Account
   invested in any of the foregoing Funds be transferred to
   any other of the above Funds.  Such direction to transfer
   shall be effective as of the first Value Determination Date
   following receipt of the Member's direction by the
   Committee's appointed agent.  
   
             Commencing May 12, 1997, a Member shall also have
   the right, at any time, as the Committee may by uniform
   rules permit, to direct that a portion of his Account
   invested in any of the foregoing Funds be transferred to
   the following Fund VII:
   
          Fund VII - MUTUAL FUND WINDOW (Effective May 12,
      1997) - A fund administered by the Trustee and its
      agents employed as securities brokers in which a Member
      can invest in certain self-managed investments. The
      investments expected to be available under the Mutual
      Fund Window are certain mutual funds as specified by the
      Committee. The Account of each Member who invests in the
      Mutual Fund Window shall be reduced by any brokerage
      fees and commissions payable on their individual
      transactions in the 
   
   
                -20-
   
   
      Mutual Fund Window and by any monthly access fee.  
      The Committee and the Trustee are authorized to sell
      assets held in the Member's Account for the purpose
      of paying the commissions and fees described herein.
   
             Notwithstanding the foregoing, (i) a Member's
   investment in Fund VII will be limited to 50% of the
   difference between the Member's total Account value and the
   value of such Member's Account attributable to Employer
   Matching Contributions and earnings thereon, (ii) the
   minimum amount that may be transferred into Fund VII at any
   time is $1,000 and (iii) no amounts invested in Fund I may
   be directly transferred to Fund VII and no amounts invested
   in Fund I may be indirectly transferred to Fund VII by
   first transferring the amounts in Fund I to some other Fund
   (or Funds) unless such amounts remain invested in the
   intervening Fund (or Funds) for at least three (3) months.
   
             Amounts transferred between Fund VII and Funds II
   through VI and the Pfizer Common Stock Fund, as defined in
   Section VII.E. hereof, or amounts transferred between the
   mutual funds within Fund VII may not be transferred
   directly; the Member must first instruct the Committee or
   its agent, in accordance with rules and procedures approved
   by the Committee, to sell his interest in the funds which
   he wishes to transfer.  If such an instruction to sell is
   properly made on or prior to 4:00 p.m. Eastern Standard
   Time, the sale will be completed at the end of the next
   Business Day; if such an instruction is made after 4:00
   p.m. Eastern Standard Time, the sale will be completed at
   the end of the second Business Day following the date of
   the instruction.  The Trustee will place the proceeds of
   such sale in a short-term investment fund, designed to
   produce a money market rate of return, within Fund VII. 
   Such proceeds will remain in such fund until the Member
   further instructs the Committee or its agent to transfer
   all or a portion of such proceeds into one or more of the
   other funds.  For purposes of transferring such amounts
   between Fund VII and Funds II through VI and the Pfizer
   Common Stock Fund, or between the mutual funds in Fund VII,
   the Member may not transfer amounts attributable to the
   sale of his interest in a fund until the settlement date of
   such sale, which is normally three (3) Business Days
   following the sale of an interest in Fund VII, and one (1)
   Business Day following the sale of an interest in Funds II
   through VI and the Pfizer Common Stock Fund.  The crediting
   of earnings within the short-term investment fund will not
   begin until after such settlement date.
   
             A charge in an amount to be established by the
   Committee, but not to exceed 1% of the value of the amount
   being transferred, to cover all or part of the
   administrative cost thereof, may be deducted for such
   transfers.
   
   
                -21-
   
   
        B.   Employer Matching Contributions
   
             Employer Matching Contributions shall be invested
   in a separate unsegregated fund consisting solely, except
   as provided in Section VII.D. hereof, of Minerals
   Technologies Inc. common stock (hereinafter known as the
   Company Common Stock Fund (Fund M)).  When such
   contributions are in cash, the Trustee shall make purchases
   of such stock in the open market or from the Company if
   treasury stock or authorized but unissued stock is made
   available by the Company for such purchases.  If such stock
   is purchased from the Company, its price shall be the
   average of the highest and lowest prices at which the stock 
   was traded on the New York Stock Exchange on the day of 
   purchase or, if not so traded, the average of the closing bid
   and asked price thereof on such Exchange on the day of purchase.
   The Trustee may also purchase such stock from private sources 
   at a cost not in excess of that at which such stock could be
   purchased from the Company as provided herein.
   
        C.   Investment of Income Received
   
             Subject to Section VII.D. hereof, interest, cash
   dividends, stock dividends and capital gains shall be held
   or invested and re-invested by the Trustee in the same Fund
   from which they were derived.
   
        D.   Cash Balances
   
             Nothing provided herein shall prevent the Trustee
   or an investment manager appointed by the Committee from
   maintaining any portion of the above Funds of the Trust
   Fund in cash or in short-term obligations of the United
   States Government or agencies thereof or in other types of
   short-term investments, including commercial paper (other
   than obligations of the Company or its affiliates), as it
   may from time to time deem to be in the best interests of
   the Plan or Trust Fund; provided, however, that cash
   balances (including any interim investment thereof) shall
   not be maintained in Fund V or the Pfizer Common Stock Fund
   except to the extent that such balances are in anticipation
   of cash distributions from such Funds or are maintained,
   with respect to Fund V, not to disrupt the non-discretionary 
   purchasing program of the Trustee required by
   the Plan.
   
        E.   Pfizer Common Stock Fund
   
             Amounts transferred to the Plan from Fund P of
   the Pfizer 401(k) Plan shall be invested in the Pfizer
   Common Stock Fund and shall remain in such Fund until such
   time as they are transferred to one or more of the Funds
   described in 
   
   
                -22-
   
   
   Section VII.A. hereof pursuant to a Member's election in
   accordance with rules and procedures approved by the
   Committee or distributed pursuant to Section X., Section
   XI. or Section XXVI. hereof.  The Pfizer Common Stock Fund
   is an unsegregated fund invested and re-invested solely,
   except as provided in Section VII.D. hereof,  in Pfizer
   Inc. common stock, although such may not be a legal
   investment for trustees under the laws applicable thereto. 
   No amounts contributed under the Plan may be invested in,
   or transferred from another Fund into, the Pfizer Common
   Stock Fund.
   
   
   VIII.  CREDITS TO MEMBERS' ACCOUNTS
   
          The Committee shall maintain in an equitable manner,
   a separate Account for each Member, in which it shall keep
   a separate record of such Member's balance in each Fund
   attributable to all contributions made by or for the
   Member.  Each Member shall receive periodically, but at
   least once each year, a statement setting forth the status
   of his Account.
   
   
   IX.    SUSPENSION OF CONTRIBUTIONS
   
          A Member may suspend his Member Contributions at any
   time by direction to his Employer in accordance with rules
   and procedures approved by the Committee, to be effective
   as of the next succeeding payroll period.  During such
   suspension, no contributions will be made by his Employer
   on behalf of such Member.  Such Member shall also be ineligible 
   to recommence contributions until the first day of the calendar
   month following six (6) months of additional service as an 
   Employee from the date upon which his contributions were first 
   suspended.  A Member who is on military leave of absence may 
   elect to continue his contributions under this Plan.  A Member 
   who has been laid off for lack of work or who is on other 
   leave of absence will be deemed to have suspended his contributions 
   until such time as he is restored to the regular service of his 
   Employer, at which time he may immediately recommence contributions
   under the Plan.
   
   
   X.     WITHDRAWALS
   
          Subject to the limitations imposed under Sections
   VI.C. and X.B. hereof restricting assets transferred to the
   Plan and the withdrawal of Qualified Deferred Earnings
   Contributions until the earliest of the Member's
   retirement, death, disability, separation from service,
   hardship or attainment of age 59 1/2, respectively, a
   
   
                -23-
   
   
   Member may, in accordance with rules and procedures
   approved by the Committee, request a withdrawal of all or
   any part of the value of his Account, as of the Value
   Determination Date coincident with or next following the
   date such withdrawal is requested in accordance with rules
   and procedures approved by the Committee, upon the
   following conditions, provided that, a Member who has
   attained age 59 1/2 who withdraws the full value of his
   Account may, in accordance with rules and procedures
   approved by the Committee, elect to receive a lump sum
   distribution (i) in Minerals Technologies Inc. common stock
   equal in value to all or any part of his share in Fund V
   and his share, if any, in the Company Common Stock Fund
   (Fund M), (ii) in Pfizer Inc. common stock equal in value
   to all or any part of his share in the Pfizer Common Stock
   Fund, and (iii) in cash equal in amount to his share in
   Funds I, II, III, IV, VI and VII, as applicable, and his
   remaining share in Fund V, the Pfizer Common Stock Fund
   and/or the Company Common Stock Fund (Fund M).
   
           Notwithstanding anything in this Section X. to the
   contrary, effective January 1, 1997, a Member subject to
   Section 16 of the Securities Exchange Act of 1934, as
   amended (an "Insider"), may not elect to make a withdrawal
   from his Account (other than a withdrawal in connection
   with his termination of service) within six (6) months of
   the date of an election to increase his interest in (I)
   Fund V (whether by direction of future After-Tax
   Contributions or Qualified Deferred Earnings Contributions
   or by transfer of amounts into Fund V from other Funds
   pursuant to Section VII.A.) or (II) an investment in
   Minerals Technologies Inc. common stock under another plan
   of the Company, to the extent such a withdrawal results in
   a withdrawal of amounts invested by the Insider in Fund V. 
   
        A.  Withdrawal - Other Than of Qualified Deferred 
            Earnings Contributions
   
            Except as stated above, a Member shall be entitled
   to withdraw in cash at any time up to the full value of his
   Account not attributable to Qualified Deferred Earnings
   Contributions, plus the cash value, if any, of the balance
   of his Account invested in the Company Common Stock Fund
   (Fund M); provided, however, that an Employee shall be
   entitled to withdraw in cash at any time an amount equal to
   all or any part of his Account attributable to Employer
   Matching Contributions only if (i) such contributions have
   been held under the Plan for at least two (2) years from
   the date of contribution, or (ii) if the Employee would be
   entitled to make a hardship withdrawal of such Employer
   Matching Contributions under the hardship withdrawal
   standards of Section X.B. hereof, or (iii) at least five
   (5) years have elapsed since the Employee enrolled in the
   Plan or the Pfizer 401(k) Plan.
   
   
                -24-
   
   
        B.   Withdrawal - Qualified Deferred Earnings
             Contributions
   
             Except as stated in the second paragraph of this
   Section X., a Member shall be entitled to make a hardship
   withdrawal of his Qualified Deferred Earnings Contributions
   and the amount, if any, in the Pfizer Common Stock Fund
   attributable to his elective deferrals under section 402(g)
   of the Code and of the appreciation thereon earned prior to
   January 1, 1989, up to the amount needed to satisfy the
   hardship, provided the Member first makes a full withdrawal
   under Section X.A. hereof and satisfies the Committee as to
   the existence of such hardship pursuant to the requirements
   set forth in Section X.B. hereof.  
   
             Qualified Deferred Earnings Contributions and the
   appreciation, if any, thereon may not be withdrawn by or
   distributed to a Member until the earliest of the Member's
   retirement, death, disability, separation from service,
   hardship or attainment of age 59 1/2.  A withdrawal is
   considered a withdrawal due to hardship (a "hardship
   withdrawal") if it is on account of: (i) an immediate and
   heavy financial need of the Member, and (ii) the withdrawal
   is necessary to satisfy such financial need.  The Committee
   may  determine that a withdrawal shall be considered a
   hardship withdrawal if it is requested on account of: 
   
          (a)  unreimbursed medical expenses described in
       section 213(d) of the Code incurred by the Member, his
       spouse or dependents (as defined in section 152 of the
       Code) or expenses necessary for such persons to obtain
       medical care described in section 213(d) of the Code,
   
          (b)  tuition and related educational fees for the
       next twelve (12) months of post-secondary education for
       the Member, his spouse, child or dependent,
   
          (c)   the purchase of the Member's principal 
       residence (excluding mortgage payments),
   
          (d)   payments to prevent eviction from, or 
       foreclosure on the mortgage for, the Member's 
       principal residence, or
   
          (e)   such other needs as shall be officially 
       recognized by the Internal Revenue Service as giving
       rise to an immediate and heavy financial need for
       purposes of section 401(k) of the Code.
   
   
                -25-
   
   
          A hardship withdrawal shall be deemed to be
   necessary to satisfy an immediate and heavy financial need
   for a Member if:
   
         (i)   the withdrawal does not exceed the amount of
       the Member's immediate and heavy financial need,
       including any amounts necessary to pay any federal,
       state, or local income taxes or penalties reasonably
       anticipated to result from the withdrawal, 
   
         (ii)  the Member has received all distributions,
       exclusive of hardship withdrawals, and all non-taxable
       loans available under each qualified plan maintained by
       an Employer in which the Member participates, 
   
         (iii) the Member's Qualified Deferred Earnings
       Contributions under the Plan and any other
       contributions thereby under any other qualified or
       non-qualified plan of deferred compensation maintained
       by an Employer in which the Member participates are
       suspended for the twelve (12) month period commencing
       on the date immediately following receipt of the
       hardship withdrawal, and 
   
         (iv)  the Member may not have Qualified Deferred
       Earnings Contributions made on his behalf under the
       Plan and any other qualified or non-qualified plan
       of deferred compensation maintained by an Employer 
       in which the Member participates for the calendar 
       year immediately following the calendar year of the
       hardship withdrawal in excess of the dollar limitation
       on Qualified Deferred Earnings Contributions referred
       to in Section VI.A. hereof for such next following
       calendar year reduced by the amount of the Member's
       Qualified Deferred Earnings Contributions for the
       calendar year in which the hardship withdrawal was
       made.
   
            In no event may the amount of a hardship
   withdrawal exceed the amount necessary to satisfy the
   Member's financial need, taking into account the extent
   such need may be satisfied through the use of other
   resources reasonably available to the Member.  To
   demonstrate such necessity, the Member must certify to the
   Committee that the financial need cannot be satisfied:
   
           (1)   Through reimbursement or compensation by
       insurance or otherwise,
   
   
                   -26-
   
   
           (2)   By reasonable liquidation of the Member's 
       assets, to the extent such liquidation would not itself
       cause an immediate and heavy financial need,
   
           (3)  By cessation of Qualified Deferred Earnings
       Contributions under the Plan, or
   
           (4)  By distributions or nontaxable (at the time 
       of the loan) loans from plans maintained by the Company
       or any other employer, or by borrowing from commercial
       sources on reasonable commercial terms.
   
   For purposes of the above, the Member's resources shall be
   deemed to include the assets of his spouse and minor
   children that are reasonably available to the Member.
   
           Except as provided in this Section X., a  hardship
   withdrawal to a Member shall not affect such Member's
   eligibility to continue to participate in the Plan, nor
   shall it affect the non-withdrawn balance of such Member's
   Account or his rights and privileges with respect thereto. 
   
   
   XI.    SETTLEMENT UPON TERMINATION OF EMPLOYMENT
   
          Upon termination of employment, a Member, or in case
   of death, his designated beneficiary, which in the case of
   a married Member shall be the Member's spouse, unless, with
   the consent of the spouse, another beneficiary has been
   designated, or, if there is no spouse or other designated
   beneficiary, the Member's legal representative, shall be
   entitled to the value of his Account, commencing as soon as
   practicable thereafter, but in no event later than one year
   following his termination of employment or death, as
   applicable, upon the following conditions:
   
        A.   Termination of Employment
   
             1.  Forms of Benefit.  A Member terminating
   employment, or in the case of a disabled Member terminating
   employment, his legal representative if one has been
   appointed, shall settle his Account by selecting, in
   accordance with rules and procedures approved by the
   Committee, one of the following methods:
   
            (a)  in a lump sum distribution in cash equal to
       the full value of his Account invested in the Funds
       described in Section VII. hereof, as applicable, 
   
   
                -27-
   
   
            (b)  in a lump sum distribution in (i) Minerals
         Technologies Inc. common stock equal in value to all 
       or any part of the Member's share in Fund V and the
       Company Common Stock Fund (Fund M), if any, plus (ii)
       Pfizer Inc. common stock equal in value to all or any
       part of the Member's share in the Pfizer Common Stock
       Fund, if any, plus (iii) cash equal in amount to the
       Member's share in Funds I, II, III, IV, VI and VII, as
       applicable, and his remaining share in Fund V, the
       Company Common Stock Fund (Fund M) and the Pfizer
       Common Stock Fund, if any,
   
            (c)  with respect to that portion of the Member's
       Account, if any, equal to the net value of such
       Member's Account as of March 31, 1997, in distributions
       in ten (10) substantially equal annual installments in
       cash equal to the full value of his Account invested in
       the Funds described in Section VII. hereof, as
       applicable, and the remaining portion of the Member's
       Account payable pursuant to paragraph (a) above, or
   
           (d)   with respect to that portion of the Member's
       Account, if any, equal to the net value of such
       Member's Account as of March 31, 1997, in distributions
       in ten (10) substantially equal annual installments in
       (i) Minerals Technologies Inc. common stock equal in
       value to all or any part of the Member's share in Fund
       V and the Company Common Stock Fund (Fund M), if any,
       plus (ii) Pfizer Inc. common stock equal in value to
       all or any part of the Member's share in the Pfizer
       Common Stock Fund, if any, plus (iii) cash equal in
       amount to the Member's share in Funds I, II, III, IV,
       VI and VII, as applicable, and his remaining share in
       Fund V, the Company Common Stock Fund (Fund M) and the
       Pfizer Common Stock Fund, if any, and the remaining
       portion of the Member's Account payable pursuant to
       paragraph (b) above.
   
             Notwithstanding the above, a Member who
   terminates employment prior to age 65, other than by
   disability, may only elect to settle his Account in
   accordance with Sections XI.A.1.(a) or (b) hereof.
   
             Regardless of the form of payment, all
   distributions shall comply with section 401(a)(9) of the
   Code and the Treasury Regulations thereunder, including the
   minimum distribution incidental death benefit requirement
   of section 401(a)(9)(G) of the Code and the Treasury
   Regulations thereunder, and such provisions shall override
   any Plan provisions otherwise inconsistent therewith.
   
   
                -28-
   
   
             2.    Accounts Left in the Plan After
   Termination.  Notwithstanding the foregoing, if a Member
   who has a balance of at least $3,500 in his Account
   terminates employment without having made a selection of
   the form of his benefit in accordance with rules and
   procedures approved by the Committee, his Account will
   remain in the Plan until he makes a total withdrawal of his
   Account, reaches age 65, becomes disabled, or dies,
   whichever first occurs, at which time settlement will be
   made in a lump sum distribution in cash or, if so selected,
   in cash and/or stock, in accordance with Section XI.A.1.(b)
   hereof, equal to the full value of his Account, determined
   as of the Value Determination Date immediately following or
   coincident with the date such distribution is requested in
   accordance with rules and procedures approved by the
   Committee or the date of distribution, if earlier, less the
   applicable withholding tax.  Such Account may be totally
   withdrawn or may be transferred among Funds in accordance
   with the terms of the Plan, prior to such distribution. 
   Also, only one (1) partial withdrawal will be permitted
   with respect to such an Account following termination of
   employment.
   
             3.    Installment Distributions (Applicable to
   the Portion of the Member's Account, if any, equal to the
   March 31, 1997 Account balance).  The initial installment
   distribution of a Member's Account pursuant to Sections
   XI.A.1.(c) and (d) hereof shall be equal to the value of
   the applicable portion of such Account as of the Value
   Determination Date immediately following or coincident with
   the date such distribution is requested in accordance with
   rules and procedures approved by the Committee, divided by
   the total number of installment distributions to be made. 
   Subsequent installment distributions shall be equal to the
   value of such Account as of the Value Determination Date on
   the date of distribution, divided by the remaining number
   of installment distributions.  For the purpose of
   determining the value of any Company or Pfizer Inc. common
   stock distributed hereunder, such value shall be the
   closing price of the stock on the New York Stock Exchange
   on such Value Determination Date.
   
             4.    Delayed Distribution of Account. 
   Notwithstanding anything to the contrary in the Plan,
   effective January 1, 1989, the benefit of each Member will
   be distributed or commence to be distributed to him in
   accordance with section 401(a)(9) of the Code, the Treasury 
   regulations thereunder and other official guidance issued
   thereunder.  In no event shall distribution commence later
   than the earlier of (i) sixty (60) days following the later
   of the end of the Plan Year in which the Member attains age
   65 or terminates employment, or (ii) the April 1st
   following the calendar year in which the Member attains age
   70 1/2, whether or not he has terminated; provided,
   however, that if a Member is not a 5% owner and shall have
   attained age 70 1/2 before January 1, 1988, his benefit
   shall be distributed or commence 
   
   
                -29-
   
   
   to be distributed not later than the April 1 following the
   calendar year in which he retires.  A Member who attained
   age 70 1/2 in 1988, who did not retire as of January 1,
   1989, and who is not a 5% owner shall not be required to
   commence payment until April 1, 1990.  However, a
   terminating Member may, subject to Section XI.C. hereof,
   have payment of his benefit commence at a date which shall
   be  not more than thirteen (13) months following
   termination, except that no such election shall be
   permitted which defers commencement beyond the April 1st
   following the calendar year in which the Member attains age
   70 1/2.   Notwithstanding Section XI.A.3. hereof, in
   determining the value of the Account of a Member making
   such an election, the Value Determination Date immediately
   following or coincident with the date such withdrawal is
   requested in accordance with rules and procedures approved
   by the Committee shall be used.
   
        B.   Death
   
             In the event of a Member's death, his designated
   beneficiary, which in the case of a married Member shall be
   the Member's spouse unless with the consent of the spouse
   another beneficiary has been designated, or, if there is no
   spouse or other designated beneficiary, his legal
   representative, shall receive as soon as practicable
   thereafter, but in no event later than one (1) year
   following the Member's death, in cash the full value of the
   Member's Account, based upon both his share in the Funds
   described in Section VII. hereof, as applicable, or, in
   lieu of such cash payment such beneficiary or
   representative may select settlement of the Member's
   Account in accordance with the alternative available under
   Section XI.A.1.(b) hereof to a Member upon terminating
   employment, provided that an irrevocable selection in
   writing of such settlement is received by the Committee not
   more than six (6) months following such death.  Where
   payment has commenced to a Member prior to his death,
   payment to his spouse or his designated beneficiary shall
   be over a period that is no longer than the period under
   which the Member was receiving benefits.
   
             Where distribution has not commenced to the
   Member at the time of his death, payments to the spouse of
   a Member shall commence no later than the date on which the
   Member would have attained age 70 1/2, and distribution to
   the designated beneficiary of a Member shall commence no
   later than one (1) year following the date of the Member's
   death.  In no event shall payment be made over a period
   extending beyond the life expectancy of the spouse or the
   designated beneficiary.  In all cases where distribution
   has not commenced to the Member at the time of his death,
   and the Member's designated beneficiary is not the Member's
   spouse, the full value of the Member's Account shall be
   distributed within five (5) years after the death of the
   
   
                    -30-
   
   
   Member.  If the spouse dies before distribution of the 
   benefit commences, the limitations applicable to the
   distribution of any benefit remaining payable under the
   Plan shall be determined hereunder as if the spouse were a
   Member.
   
             In determining the net value of a Member's
   Account hereunder, the applicable Value Determination Date
   shall be the date of distribution.  For the purpose of
   determining the value of Company or Pfizer common stock,
   such value shall be the closing price of the stock on the
   New York Stock Exchange on the applicable Value
   Determination Date.
   
        C.   Form of Distributions
   
             Notwithstanding anything in this Plan to the
   contrary, in the event that the value of the Member's
   Account is less than or equal to $3,500 at the Value
   Determination Date immediately following or coincident with
   termination of employment, such value shall be immediately
   paid in a lump sum in accordance with Section XI.A.1.(b)
   hereof.  Notwithstanding the foregoing, if the value of the
   Member's Account exceeds $3,500 and becomes distributable
   to him on an immediate lump sum basis prior to his
   attaining age 65, no such distribution shall be made to him
   unless he consents to such distribution, in accordance with
   rules and procedures approved by the Committee, no more
   than ninety (90) days and no less than thirty (30) days
   prior to the anticipated date of the Member's distribution,
   as required by section 1.411(a)-11(c) of the Treasury
   Regulations.  If the value of the Member's Account at the
   time of any distribution exceeds $3,500, the value of the
   Member's Account at any subsequent time will be deemed to
   exceed $3,500.  If a distribution is one to which sections
   401(a)(11) and 417 of the Code do not apply, such
   distribution may commence less than thirty (30) days after
   the notice required under section 1.411(a)-11(c) of the
   Treasury Regulations is given, provided that:
   
           (i)  the Committee clearly informs the Member that
      the Member has a right to a period of at least thirty
      (30) days after receiving the notice to consider the
      decision of whether or not to elect a distribution (and,
      if applicable, a particular distribution option), and
   
           (ii) the Member, after receiving the notice,
      affirmatively elects a distribution.
   
   
                    -31-
   
   
        D.   Rollover Distributions
   
             Notwithstanding any provision of the Plan to the
   contrary that would otherwise limit a distributee's
   election under this Section XI., effective January 1, 1993,
   a distributee may elect, at the time and in accordance with
   rules and procedures approved by the Committee, to have any
   portion of an eligible rollover distribution paid directly
   to an eligible retirement plan specified by the distributee
   in a direct rollover.
   
             An eligible rollover distribution is a
   distribution of all or any portion of the balance to the
   credit of the distributee, except that an eligible rollover
   distribution does not include:  any distribution that is
   one of a series of substantially equal periodic payments
   (not less frequently than annually) made for the life (or
   life expectancy) of the distributee or the joint lives (or
   joint life expectancies) of the distributee and the
   distributee's designated beneficiary, or for a specified
   period of ten (10) years or more; any distribution to the
   extent such distribution is required under section
   401(a)(9) of the Code; and the portion of any distribution
   that is not includible in gross income (determined without
   regard to the exclusion for net unrealized appreciation
   with respect to employer securities).
   
             An eligible retirement plan is an individual
   retirement account described in section 408(a) of the Code,
   an individual retirement annuity described in section
   408(b) of the Code, an annuity plan described in section
   403(a) of the Code, or a qualified trust described in
   section 401(a) of the Code, that accepts the distributee's
   eligible rollover distribution.  However, in the case of an
   eligible rollover distribution to the surviving spouse, an
   eligible retirement plan is an individual retirement
   account or individual retirement annuity. 
   
             A distributee is an Employee or former Employee. 
   In addition, the Employee's or former Employee's surviving
   spouse and the Employee's or former Employee's spouse or
   former spouse who is the alternate payee under a qualified
   domestic relations order, as defined in section 414(p) of
   the Code, are distributees with regard to the interest of
   the spouse or former spouse.  A direct rollover is a
   payment by the Plan to the eligible retirement plan
   specified by the distributee.
   
             In the event that the provisions of this Section
   XI.D. or any part thereof cease to be required by law as a
   result of subsequent legislation or otherwise, this Section
   XI.D. or applicable part thereof shall be ineffective
   without necessity of further amendment of the Plan.
   
   
                -32-
   
   
        E.   Qualified Domestic Relations Order
   
             Notwithstanding anything in the Plan to the
   contrary, the payment of any benefit to which a Member may
   be entitled under this Section XI. shall be subject to a
   qualified domestic relations order determined by the
   Committee to be within the meaning of section 414(p) of the
   Code.
   
        F.  Limitation on Distribution of Qualified Deferred
            Earnings Contributions
   
            Qualified Deferred Earnings Contributions and any
   income allocable to such amounts, shall not be
   distributable earlier than the Member's termination of
   employment, death or hardship distribution.  Such amounts
   may also be distributed, pursuant to section 401(k)(10) of
   the Code and solely in the form of a "lump sum
   distribution," as defined in section 401(k)(10)(B)(ii) of
   the Code, upon:
   
       (a)  termination of the Plan without the establish-
        ment or maintenance of another defined contribution
        plan (other than an "employee stock ownership plan,"
        as defined in section 4975(e)(7) of the Code) by the
        Company,
   
       (b)  the disposition by the Company of at least 85%
        of the assets used by the Company in a trade or
        business thereof, to a corporation not required after
        such disposition to be aggregated with the Company
        pursuant to section 414(b), (c), (m) or (o) of the
        Code, where the Company continues to maintain the Plan
        after such disposition, and solely with respect to
        Employees who, subsequent to such disposition,
        continue employment with the corporation acquiring
        such assets, or
   
       (c)  the disposition by the Company of the Company's
        interest in a subsidiary, to an entity not required
        after such disposition to be aggregated with the
        Company pursuant to section 414(b), (c), (m) or (o) of
        the Code, where the Company continues to maintain the
        Plan after such disposition, and solely with respect
        to Employees who, subsequent to such disposition,
        continue employment with such subsidiary.
   
   
                    -33-
   
   
   XII. SAVINGS AND INVESTMENT PLAN COMMITTEE
   
        A.  This Plan shall be administered by a Savings and
   Investment Plan Committee consisting of at least three (3)
   persons, who may be Members of the Plan, appointed by the
   Board of Directors of the Company.  Members of the
   Committee shall serve at the pleasure of the Board of
   Directors of the Company, and may resign at any time upon
   due notice in writing.  The Committee shall act by a
   majority of its members, and the Secretary thereof shall
   certify its actions to the Trustee.
   
        B. (1)  The Committee shall be the Plan Administrator
   and shall have fiduciary responsibility under the Employee
   Retirement Income Security Act of 1974, as amended, for the
   general operation of the Plan, and the exclusive authority
   and responsibility (i) to appoint and remove or select
   investment managers, if any,  the Trustee or any successor
   Trustee under the Plan and the Trust Agreement and pooled
   investment vehicles and investment advisers thereof, (ii)
   to direct the segregation of all or a portion of the assets
   of the Plan Trust into an investment manager account or
   accounts at any time and from time to time and to add or to
   withdraw assets from such investment manager account or
   accounts as it deems desirable or appropriate, (iii) to
   direct the Trustee to enter into a group annuity contract
   or contracts, in such form and on such terms as may be
   approved by the Committee to provide for annuity
   settlements under the Plan, and (iv) to direct the Trustee
   to enter into one (1) or more investment contracts with one
   or more insurance companies or financial institutions as
   provided in Section VII.A. hereof and in the Trust
   Agreement; provided, however, that, except as expressly set
   forth above, the Committee shall have no responsibility for
   or control over the investment of the Plan assets held in
   the Funds established hereunder.  The Committee may appoint
   or employ, and compensate such persons as it deems
   necessary to render advice with respect to any
   responsibility of the Committee under the Plan.  The
   Committee may allocate to any one (1) or more of its
   members any responsibility that it may have under the Plan
   and may designate any other person or persons to carry out
   any responsibility of the Committee under the Plan.  Any
   person may serve in more than one fiduciary capacity with
   respect to the Plan.
   
           (2)  The Committee shall determine whether a
   judgment, decree, or order, including approval of a
   property settlement agreement, made pursuant to a state
   domestic relations law, including a community property law,
   that relates to the provision of child support, alimony
   payments, or marital property rights of a spouse, former
   spouse, child, or other dependent of the Member is a
   qualified domestic relations order within the meaning of
   section 414(p) of the Code, and shall give the
   
   
                    -34-
   
   
   required notices and segregate any amounts that may be
   subject to such order if it is a qualified domestic
   relations order, and shall administer the distributions
   required by any such qualified domestic relations order.
   
           (3)  The Committee is authorized to make such
   uniform rules as may be necessary to carry out the
   provisions of the Plan and shall determine, in its sole
   discretion, any questions arising in the administration,
   interpretation and application of the Plan, which
   determination shall be conclusive and binding on all
   parties.  In exercising such powers and authorities, the
   Committee shall at all times exercise good faith, apply
   standards of uniform application, and refrain from
   arbitrary action.  The Committee is also authorized to
   adopt such uniform rules as it may consider necessary or
   desirable for the conduct of its affairs and the
   transaction of its business, including, but not limited to,
   the power on the part of the Committee to act without
   formally convening and to provide that action of the
   Committee may be expressed by written instruments signed by
   a majority of its members.  It shall elect a Secretary, who
   need not be a member of the Committee, who shall record the
   minutes of its proceedings and shall perform such other
   duties as may from time to time be assigned to him.  The
   Committee may retain legal counsel (who may be the General
   Counsel of the Company) when and if it be found necessary
   or convenient to do so, and may also employ such other
   assistants, clerical or otherwise, as may be needed, and
   expend such monies as may be required for the proper
   performance of its work.  Such costs and expenses shall be
   borne by the Company in accordance with the provisions of
   this Section XII.
   
           (4)  To the extent permitted by law, the Committee,
   the Boards of Directors of the Employers, and the Employers
   and their respective officers shall not be liable for the
   directions, actions or omissions of any agent, legal or
   other counsel, accountant or any other expert who has
   agreed to the performance of administrative duties in
   connection with the Plan or Trust.  The Committee, the
   Boards of Directors of the Employers, and the Employers and
   their respective officers shall be entitled to rely upon
   all certificates, reports, data, statistics, analyses and
   opinions which may be made by such experts and shall be
   fully protected in respect to any action taken or suffered
   by them in good faith reliance upon any such certificates,
   reports, data, statistics, analyses or opinions; all
   actions so taken or suffered shall be conclusive upon each
   of them and upon all persons having or claiming to have any
   interest in or under the Plan.
   
          C.  Each member of the Committee shall be
   indemnified by the Company against all costs and expenses
   (including counsel fees but excluding any
   
   
                    -35-
   
   
   amount representing a settlement unless such settlement be
   approved by the Company) reasonably incurred by or imposed
   upon him in connection with or resulting from any action,
   suit or proceeding to which he may be made a party by
   reason of his being or having been a member of the
   Committee (whether or not he continues to be a member of
   the Committee at the time when such cost or expense is
   incurred or imposed), to the full extent of the law.  The
   foregoing rights of indemnification shall not be exclusive
   of other rights to which any member of the Committee may be
   entitled as a matter of law, contract or otherwise.
   
   
   XIII. TRUST AGREEMENT
   
         The Company shall enter into a written Trust
   Agreement with a trustee of its choice, to become effective
   upon the date this Plan becomes effective, providing for
   the administration of the Funds established hereunder.  The
   Trust Agreement shall provide that all of the Funds will be
   held, managed, invested and re-invested and distributed
   thereunder in accordance with its provisions and the
   provisions of the Plan.  The Trust Agreement shall provide
   that it may be amended in whole or in part by the Company
   at any time or from time to time and in any manner, except
   that no part of the Trust Fund, either by reason of any
   amendment, or otherwise, shall ever be used for or diverted
   to purposes other than for the exclusive benefit of Members
   and their beneficiaries and the payment of administrative
   expenses.  The Trust Agreement shall be deemed to form a
   part of the Plan, and any and all rights or benefits which
   may accrue to any person under this Plan shall be subject
   to all the terms and provisions of the Trust Agreement.
   
   
   XIV.   ASSOCIATE COMPANIES
   
         1.  Any corporation of which the Company owns
   directly or indirectly 80% of the issued and outstanding
   shares of stock, with the consent of the Company, by taking
   appropriate corporate action may become an Associate
   Company and secure the benefits of this Plan for its
   employees by adopting this Plan as its Plan, by becoming
   party to the Trust Agreement, and by taking such other
   actions as the Company shall consider necessary or
   desirable to accomplish that purpose.  The Company may,
   upon thirty (30) days' written notice, request an Associate
   Company
   
   
                -36-
   
   
   to withdraw from the Plan, and upon the expiration of such
   thirty (30) day period, unless such Associate Company has
   taken appropriate corporate action to accomplish such
   withdrawal, such Associate Company shall be deemed to have
   withdrawn from the Plan. Accounts of the Members of such
   Associate Company shall be vested and settled in the manner
   provided in Section XXII.C. hereof.
   
           2.  Any Associate Company may at any time segregate
   from further participation in the Trust under the Trust
   Agreement.  Such Associate Company shall file with the
   Trustee a document evidencing its segregation from the
   Trust Fund and its continuance of a Trust in accordance
   with the provisions of the Trust Agreement as though such
   Associate Company were the sole creator thereof.  In such
   event, the Trustee shall deliver to itself as Trustee of
   such trust such part of the Trust Fund as may be determined
   by the Committee to constitute the appropriate share of the
   Trust Fund then held in respect of the Members of such
   Associate Company.  Such former Associate Company may
   thereafter exercise in respect of such Trust Agreement all
   the rights and powers reserved to the Company and to the
   Committee under the provisions of the Trust Agreement.
   
           In a similar manner, the appropriate share of the
   Trust Fund determined by the Committee to be then held in
   respect of Members in any division, plant, location or
   other identifiable group or unit of the Company or an
   Associate Company may be segregated, and the Trustee shall
   hold such segregated assets in the same manner and for the
   same purpose as provided above in the event of segregation
   of an Associate Company, and the Company or any successor
   owner of the segregated unit shall have the rights and
   powers hereinabove provided for a segregated Associate
   Company.
   
   
   XV.    VOTING RIGHTS
   
          The Trustee shall have the sole and exclusive right
   to vote any securities held in Funds I, II, III, IV, VI and
   VII and the Pfizer Common Stock Fund, in its discretion. 
   With respect to Minerals Technologies Inc. common stock
   held in Fund V and the Company Common Stock Fund (Fund M),
   each Member shall be entitled to give voting instructions
   to the Trustee with respect to his interest, if any, in
   such stock.  Each Member's interest in Minerals
   Technologies Inc. common stock shall be computed by
   multiplying the total number of shares held by the Trustee
   on
   
   
                    -37-
   
   
   the applicable shareholder record date by the ratio of the
   value of Fund V and the Company Common Stock Fund (Fund M),
   if any, credited to such Member (as of the most recent
   Value Determination Date prior to the shareholder record
   date for which the Committee has completed its
   determination of the value of such Funds and delivered the
   results of such determination to the Trustee, but in no
   event shall such Value Determination Date be more than
   sixty (60) days prior to the shareholder record date) to
   the total value of all Minerals Technologies Inc. common
   stock credited to all Members as of such Value
   Determination Date, excluding the value of such stock
   allocated to Members whose accounts have been distributed
   prior to the shareholder record date.  Written notice of
   any meeting of the Company, the proxy statement and a
   request for voting instructions will be mailed by the
   Company to each Member having an interest in Fund V and/or
   the Company Common Stock Fund (Fund M), except those
   Members having only a fractional interest in a common share
   of the Company.  The Trustee shall vote shares and
   fractional shares of such Company common stock in
   accordance with the written direction of each Member with
   respect to his interest, if any, provided such direction is
   received by the Trustee at least three (3) days before the
   date set for the meeting at which such Company common stock
   is to be voted.  Shares and fractional shares of Company
   common stock with respect to which no such direction shall
   be timely given, shall be voted in the same ratio, to the
   nearest whole vote, as the shares with respect to which
   instructions were received from Members.
   
           In the event of a tender or exchange offer for
   Company common stock, each Member shall determine whether
   his shares shall be tendered or exchanged by notifying the
   Trustee in writing on a form to be supplied by the Company. 
   In connection with any such tender or exchange offer, the
   Company shall notify each affected Member of such tender or
   exchange offer and distribute such information as is
   distributed to shareholders in connection therewith.  Such
   determination shall be held in confidence by the Trustee. 
   Shares and fractional shares of Company common stock with
   respect to which no direction shall be given shall be voted
   by the Trustee on the assumption that the Member does not
   wish to have his shares tendered or exchanged.
   
   
   
                    -38-
   
   
   XVI.  ADMINISTRATIVE COSTS
   
         Subject to the provisions of Section VII.A. hereof
   pertaining to charges to Member Accounts for certain
   investment transactions, all costs and expenses of
   administering the Plan (except certain expenses with
   respect to the processing of loan applications and with
   respect to the Mutual Fund Window which shall be borne by
   such Member and except for the fees and charges of the
   investment managers which shall be charged against the
   applicable investment fund) shall be borne by the Company,
   and until so paid shall represent a lien in favor of the
   Trustee, or investment manager, as applicable, against each
   respective Fund.  
   
   
   XVII. NON-ALIENATION OF BENEFITS
   
         No benefit payable under the provisions of the Plan
   shall be subject in any manner to anticipation, alienation,
   sale, transfer, assignment, pledge, encumbrance, or charge,
   and any attempt so to anticipate, alienate, sell, transfer,
   assign, pledge, encumber or charge the same shall be void;
   nor shall benefits be in any manner liable for or subject
   to the debts, contracts, liabilities, engagements or torts
   of any Member or beneficiary except as specifically
   provided in the Plan, or by a qualified domestic relations
   order within the meaning of section 414(p) of the Code, or
   by any other applicable law.
   
   
   XVIII. NOTICE
   
         Whenever an Employer, the Committee or the Trustee is
   required to take action pursuant to a request or direction
   from an eligible Employee or a Member participating in the
   Plan, such request or direction must be given at such time
   and in the form prescribed by the Employer, the Committee
   or the Trustee, as applicable.
   
   
                    -39-
   
   
   XIX.  INVESTMENTS
   
         Each Member shall assume all risk in connection with
   any decrease in the market value of any investment in the
   respective Funds in which he participates, including Fund
   V, the Company Common Stock Fund (Fund M) and the Pfizer
   Common Stock Fund, if any, and such Funds shall be the sole
   source of all payments to be made under the Plan.
   
       Neither the Company, any Associate Company, the
   Committee or the Trustee, nor any officer or employee of
   any of them, is authorized to advise a Member as to the
   manner in which his contributions to the Plan should be
   invested.  The election of the Fund or Funds in which a
   Member participates is his sole responsibility, and the
   fact that designated Funds are available to Members for
   investment or that limitations may be established with
   respect to maximum investments in one or more Funds shall
   not be construed as a recommendation for or against the
   investment of a Member's contributions hereunder in any of
   such Funds.
   
   
   XX.   TREASURY APPROVAL
   
         This Plan and the contributions thereto shall be
   conditional upon a determination by the Internal Revenue
   Service that the Plan meets the applicable requirements of
   section 401(a) of the Code and that the Trust is exempt
   under section 501(a) of the Code.  Contributions made to
   the Plan are conditioned upon their deductibility under the
   Code.
   
   
   XXI.  MISCELLANEOUS
   
         A.  The provisions of the Plan shall be construed,
   regulated and administered according to the laws of the
   State of New York, except to the extent superseded by any
   controlling Federal statute.
   
         B.  If any Member, former Member, or beneficiary, in
   the judgement of the Committee, is legally, physically or
   mentally incapable of personally receiving and receipting
   for any payment due hereunder payment may be made to the
   guardian or other legal representative of such Member,
   former Member or beneficiary or to such other person or
   institution who, in the opinion of the Committee, is then
   
   
                    -40-
   
   
   maintaining or has custody of such Member, former Member or
   beneficiary.  Such payments shall constitute a full
   discharge with respect to such payments.
   
         C.  Nothing contained herein or in the Trust
   Agreement shall entitle any Member, former Member,
   beneficiary or any other person to the right or privilege
   of examining or having access to the books or records of
   the Company, any Associate Company, the Committee or the
   Trustee; nor shall any such person have any right, legal or
   equitable, against the Company or an Associate Company, or
   any director, officer, employee, agent or representative
   thereof, or against the Committee or the Trustee, except as
   expressly provided herein.
   
         D.  The Committee shall be fully protected in respect
   to any action taken or suffered by them in good faith in
   reliance upon the advice or opinion of any actuary,
   accountant, legal counsel, appraiser, or physician, and all
   action so taken or suffered shall be conclusive upon all
   Members, former Members, beneficiaries, heirs,
   distributees, personal representatives and any other person
   claiming under the Plan.
   
          E.  Participation in the Plan shall not be construed
   as conferring any legal rights upon any Member for a
   continuation of employment nor shall it interfere with the
   rights of the Company or any Associate Company to terminate
   any Member and to treat him without regard to the effect
   which such treatment might have upon him as a Member.
   
          F.  Notwithstanding any other provision of the Plan
   to the contrary, an Insider (as defined in Section X.
   hereof) may not elect to (i) increase his interest in Fund
   V (whether by direction of future After-Tax or Qualified
   Deferred Earnings Contributions or by transfer of amounts
   into Fund V from other Funds pursuant to Section VII.A.
   hereof) within six (6) months of an election to decrease
   his interest in Fund V (or in an investment in Minerals
   Technologies Inc. common stock under another plan of the
   Company), or (ii) decrease his interest, if any, in Fund V
   (whether by direction of future After-Tax Contributions or
   Qualified Deferred Earnings Contributions or by transfer of
   amounts out of Fund V to other Funds pursuant to Section
   VII.A. hereof) within six (6) months of an election to
   increase his interest in Fund V (or in an investment in
   Mineral Technologies Inc. common stock under another plan
   of the Company), or (iii) increase his interest in Fund V
   (whether by direction of future After-Tax Contributions or
   Qualified Deferred Earnings Contributions or by transfer of
   amounts into Fund V from other Funds pursuant to Section
   VII.A. hereof) within six (6) months of (I) a cash
   withdrawal from his Account (other than a cash withdrawal
   in connection with such Insider's termination of
   employment) to the extent that such withdrawal results in a
   withdrawal of an amount invested in Fund V, or (II) a
   withdrawal from any other plan maintained by the Company
   (other than a cash withdrawal in connection with such
   Insider's termination 
   
   
                    -41-
   
   
   of employment) to the extent that such withdrawal
   constitutes a withdrawal of Mineral Technologies Inc.
   common stock.  To the extent any provision of the Plan or
   action of the Plan administrators involving an Insider is
   deemed not to comply with an applicable condition of Rule
   16b-3, it shall be deemed null and void as to such Insider,
   to the extent permitted by law and deemed advisable by the
   Plan administrators.
   
   
   XXII.  TERMINATION, AMENDMENT OR SUSPENSION OF THE PLAN
   
          A.  The Company expects to continue the Plan
   indefinitely but reserves the right to amend, suspend or
   discontinue it in whole or in part at any time and in its
   sole and absolute discretion of its Board of Directors in
   accordance with its established rules of procedure.  Such
   amendments or modifications may be retroactive if necessary
   or appropriate to qualify or maintain the Plan or Trust as
   a Plan or Trust meeting the requirements of section 401 of
   the Code, to secure and maintain the tax exemption of the
   Trust under section 501 of the Code, and in order that the
   contributions to the Plan be deductible under section
   404(a) of the Code or any other applicable provisions of
   the Code and Treasury Regulations issued thereunder.
   
          B.  In the event of suspension of the Plan, all
   provisions of the Plan shall continue in effect during such
   period of suspension, except Sections V., VI., and those
   provisions of Section X. hereof which permit resumption of
   contributions.  Upon continuous suspension of the Plan for
   a period of three (3) years, the Plan shall terminate.
   
          C.  In the event of termination of the Plan in whole
   or in part or upon the complete discontinuance of
   contributions, Accounts of affected Members shall be
   settled and distributed under the provisions of Section
   XI.A. hereof as though the termination of employment had
   occurred on the date of such termination or discontinuance;
   provided, however, that the amount distributed to affected
   Member's and beneficiaries shall be the net value of the
   Member's Account determined as of the Value Determination
   Date on the date of distribution.
   
   
                    -42-
   
   
         D.  The Committee may make administrative changes to
   the Plan so as to conform with or take advantage of
   governmental requirements, statutes or regulations.
   
   
   XXIII. PLAN MERGERS AND CONSOLIDATIONS
          
          In the event of any merger or consolidation of the
   Plan with, or transfer in whole or in part of the assets
   and liabilities of the Trust Fund to another trust fund
   held under any other plan of deferred compensation
   maintained or to be established for the benefit of all or
   some of the Members of this Plan, the assets of the Trust
   Fund applicable to such Members shall be transferred to the
   other trust fund only if:
   
          (1) each Member would, if either this Plan or the
   other plan then terminated, receive a benefit immediately
   after the merger, consolidation or transfer which is equal
   to or greater than the benefit he would have been entitled
   to receive immediately before the merger, consolidation or
   transfer if this Plan had then terminated; and
   
          (2) the Employer and any new or successor employer
   of the affected Members shall authorize such transfer of
   assets.
   
   
   XXIV.  CLAIMS PROCEDURE
   
          Any request by a Member or any other person for any
   benefit alleged to be due under the Plan shall be known as
   a "Claim" and the Member or other person making a Claim
   shall be known as a "Claimant."
   
          A Claim shall be filed when a written statement has
   been made by the Claimant or the Claimant's authorized
   representative and delivered to the Vice President - Human
   Resources, Minerals Technologies Inc., 405 Lexington
   Avenue, New York, New York 10174-1901.  This statement
   shall include a general description of the benefit which
   the Claimant believes is due and the reasons the Claimant
   believes such benefit is due, to the extent this is within
   the knowledge of the Claimant.  It shall not be necessary
   for the Claimant to cite any particular Section or Sections
   of the Plan, but only to set out the facts known to him
   which he believes constitute a basis for a Claim.
   
   
                    -43-
   
   
          Within ninety (90) days of the receipt of the Claim
   by the Plan, the Vice President - Human Resources shall (i)
   notify the Claimant that the Claim has been approved, (ii)
   notify the Claimant that the Claim has been partially
   approved and partially denied, or (iii) notify the Claimant
   that the Claim has been denied.  Notice of the decision
   shall be in writing and shall be delivered to the Claimant
   either personally or by first-class mail.  Special
   circumstances may require an extension of time for
   processing the Claim.  In no event shall such extension
   exceed a period of ninety (90) days from the end of the
   initial ninety (90) day period.
   
       In the event a Claim is denied in whole or in part,
   the notice of denial shall set forth (i) the specific
   reason or reasons for the denial, (ii) specific reference
   to the pertinent Plan provisions on which the denial is
   based, (iii) a description of any additional material or
   information necessary for the Claimant to perfect the Claim
   and an explanation of why such material or information is
   necessary, and (iv) an explanation of the Plan's claim
   review procedure.
   
          Within sixty (60) days of the receipt of a notice of
   denial of a Claim in whole or in part, a Claimant or his
   duly authorized representative (i) may request a review
   upon written application to the Committee, (ii) may review
   documents pertinent to the Claim, and (iii) may submit
   issues and comments in writing to the Committee.  Notice
   shall be deemed to be received when delivered if delivered
   personally pursuant to the foregoing provisions of this
   Section XXIV. or three (3) days after it has been deposited
   post-paid in a depository maintained by the U.S. Post
   Office addressed to Claimant at the address designated by
   him in the Claim or if Claimant has moved at the last
   address shown for Claimant on Employer's records.
   
          It shall be the duty of the Committee to review a
   Claim for which a request for review has been made and to
   render a decision not later than one hundred twenty (120)
   days after receipt of a request for review.  The decision
   shall be in writing and shall include the specific reasons
   for the decision and specific references to the pertinent
   Plan provisions on which the decision is based.  The
   decision shall be delivered to the Claimant either
   personally or by first-class mail.
   
   
   XXV.   TOP-HEAVY RULE
   
          A.  Notwithstanding any provision in the Plan to the
   contrary, if the Plan is determined by the Committee to be
   top-heavy, as that term is defined in section 416 of the
   Code, in any calendar year, then for that calendar year the
   
   
                    -44-
   
   
   minimum benefit rule, as set forth below, shall be
   applicable.  Determination of whether the Plan is top-heavy
   shall be made in accordance with the definition of "top
   heavy group" as set forth in Section XXV.B.7. hereof.
   
          B.  Definitions solely applicable to this 
              Section XXV.
   
          1.  "Compensation" shall mean the amount reportable
              by the Employer for federal income tax purposes
              as wages paid to the Member for such period.
   
          2.  "Determination Date" the date for determining
              whether the Plan is top-heavy, shall be the
              December 31 of the preceding year.
   
   
          3.  "Key Employee" shall have the same meaning as in
              section 416(i)(1) of the Code.
   
          4.  "Non-Key Employee" shall mean an employee other
              than a Key Employee as defined in Section
              XXV.B.3. hereof. 
   
          5.  "Valuation Date," for minimum funding purposes,
              shall be a date within the twelve (12) month
              period ending on the Determination Date,
              regardless of whether a valuation for minimum
              funding purposes is performed in that year.
   
          6.  "Aggregation group" shall mean (I) each plan 
              of the Employer in which a Key Employee is a
              participant and (II) each other plan of the
              Employer which enables any plan described in 
              (I) above to meet the nondiscrimination tests
              and minimum participation rules of sections
              401(a)(4) and 410 of the Code.
   
          7.  "Top heavy group" shall mean any aggregation
              group for which the sum (as of the determination
              date) of (I) the present value of the cumulative
              accrued benefits for key employees under all
              defined benefit plans included in such group,
              and (II) the aggregate of the accounts of key
              employees under all defined contribution plans
              included in such group, exceeds 60% of a similar
              sum determined for all employees.
   
   
                    -45-
   
   
          C.  For the purpose of determining whether this Plan
   is top-heavy, this Plan and the Company's Retirement
   Annuity Plan shall be considered an aggregation group, as
   defined in Section XXV.B.6. hereof.
   
          D.  Minimum Benefit solely applicable to this
   Section XXV.
   
       No Employer Contributions in addition to those made
   under Section VI. hereof shall be credited to the Account
   of a Non-Key Employee who is a Member of the Plan, if this
   Plan becomes top-heavy.  However, in such event, the
   actuarial equivalent of the value of all Employer Matching
   Contributions under this Plan whether or not attributable
   to years in which the Plan is top-heavy, shall be applied
   as an offset against the minimum annual benefit provided
   under Section 16 of the Company's Retirement Annuity Plan.  
   
   
          E.  If the Plan becomes subject to the adjustments
   pursuant to section 416(h) of the Code, the defined benefit
   plan fraction described in section 415(e)(2)(B) of the Code
   and the defined contribution fraction described in section
   415(e)(3)(B) of the Code shall be applied by substituting
   1.0 for 1.25 in the denominator of each fraction.
   
   
   XXVI.  LOAN PROVISIONS
   
          Upon the request of a Member in active service and
   in accordance with rules and procedures approved by the
   Committee, the Committee shall direct the Trustee to lend
   to the Member an amount not in excess of the lesser of (i)
   $50,000, reduced by the excess, if any, of the highest
   outstanding balance of any other such loans to such Member
   during the previous twelve (12) months, over the
   outstanding balance of loans from the Plan on the date on
   which such loan is made, or (ii) one-half (1/2) of the
   balance of such Member's Account, determined as of the most
   recent Value Determination Date.  In no event shall any
   loan be made pursuant to this Section XXVI. in an amount
   less than $1,000, nor shall more than two loans be made to 
   any Member in any calendar year.  The terms of any loan 
   granted under this Section XXVI. shall be evidenced by a 
   promissory note signed by the Member.  Each loan made 
   hereunder shall be an investment of the Member's Account 
   over which such Member has exercised investment control and 
   any such loan shall be made first from the Member's Qualified 
   Deferred Earnings Contributions and the earnings thereon until 
   they are exhausted, then from his Employer Matching Contributions
   and the earnings thereon until they are exhausted and
   finally from his After-Tax Contributions and the earnings
   thereon.
   
   
                    -46-
   
   
          Except as otherwise provided in this Section XXVI.,
   the terms of any loan granted by the Committee shall be
   arrived at by mutual agreement between the Member and the
   Committee; provided, however, that the term of any loan in
   no event shall exceed five (5) years from the day on which
   the loan is granted.  Notwithstanding the foregoing, loans
   used to acquire any dwelling unit which is to be used
   (determined at the time the loan is made) as the principal
   residence of the Member may be for a term in excess of five
   (5) years.  Repayment of the loan shall be made in
   accordance with a definite repayment schedule as selected
   by the Member in accordance with the foregoing provisions
   of this Section XXVI., provided that payment is made in
   substantially level amounts, no less frequently than
   quarterly.  Those payments, together with the attendant
   interest payments, will be credited to the Member's Account
   and shall be invested in the Funds, in accordance with the
   Member's then effective investment election, except to the
   extent that the source of the loan was Employer Matching
   Contributions (Fund M-the Company Common Stock Fund), in
   which case payments shall be credited to that Fund.  If a
   Member fails to pay an installment of his loan such loan
   will be in default as of the date which is ninety (90) days
   after the date such installment was first due in accordance
   with the repayment schedule as originally selected by the
   Member.  Upon default, the outstanding loan will be deemed
   a distribution from the Plan.  Notwithstanding any other
   provision of this Section XXVI. to the contrary, any Member
   who defaults on a loan from the Plan shall not again be
   eligible for a loan hereunder.
   
          Any loan granted by the Committee shall be
   adequately secured by collateral of sufficient value to
   secure repayment of the principal balance of the loan, plus
   interest.  The collateral may consist of a portion of the
   Member's interest in his Account, but in no event may more
   than one-half (1/2) of the Member's interest in his Account
   be used as collateral for a loan.  As additional security
   for the loan repayment, the Committee shall require the
   Member to authorize, in writing, the Company to withhold
   from payments of his salary the amount necessary to
   discharge the loan.  In such case, the Company shall then
   remit the withheld amounts to the Trustee, and the Trustee
   shall apply the remittances in reduction of the outstanding
   obligation of the Member under the loan.  If any amount
   remains outstanding as an obligation of the Member under
   the loan when a distribution is to be made from his Account
   under the Plan, including a distribution on account of
   termination of employment, then, notwithstanding any
   provision of the Plan to the contrary, the balance of his
   Account shall be reduced to the extent necessary to
   discharge the obligation and such action shall be
   considered a distribution from the Plan.
   
   
                    -47-
   
   
          All loans shall bear a rate of interest commensurate
   with the interest rates charged by persons in the business
   of lending money for loans which would be made under
   similar circumstances, as determined by the Committee,
   which rate will remain in effect for the term of the loan. 
   Each loan applicant shall receive a statement clearly
   setting forth the charges involved in the loan transaction,
   including the dollar amount and effective annual interest
   rate.
   
          Notwithstanding anything in this Section XXVI. to
   the contrary, a Member may, at any time and in his sole
   discretion, repay in full the outstanding amount of any
   loan previously granted under this Section XXVI.  Only one
   (1) loan may be outstanding at any time.
   
          Notwithstanding the foregoing, a Member who has an
   outstanding loan and is absent from employment as a result
   of a qualified leave of absence may elect, in accordance
   with rules and procedures approved by the Committee, to
   suspend payments of principal and interest on his loan for
   a period not to exceed one (1) year.  Any such suspension
   will neither change the total amount of principal and
   interest due under the original term of the loan nor change
   the term of the loan as originally selected by the Member. 
   Upon the expiration of the approved period of suspension of
   payments, installment payments will resume under a revised
   repayment schedule based on the outstanding principal and
   interest and the remaining term of the loan. 
   
          To the extent required by law and in accordance with
   rules and procedures approved by the Committee, loans shall
   be made on a reasonable equivalent basis to any beneficiary
   or former Member (i) who maintains an Account balance under
   the Plan and (ii) who is still a party-in-interest (within
   the meaning of section 3(14) of ERISA) with respect to the
   Plan.
   
          The costs of administering this loan program shall
   be borne by the borrowing Members.
   
   
                   -48-
   
   
                          Schedule A
   
          Groups or Classes eligible for participation in the
   Savings and Investment Plan (except in each case employees
   covered by a collective bargaining agreement that does not
   provide for coverage of such employees under the Plan if
   there is evidence that retirement benefits were the subject
   of good faith bargaining):
   
   
          1.  All employees in the service of Minerals
              Technologies Inc. 
   
          2.  All employees in the service of the following
              Associate Companies:
   
              Barretts Minerals Inc.
              Specialty Minerals Inc.
              MINTEQ International Inc.
   
   
                -49-
   

                                                EXHIBIT 11

    SCHEDULE RE: COMPUTATION OF EARNINGS PER COMMON SHARE*
          (In thousands, except per share amounts)

                      Three Months Ended   Six Months Ended
                      ------------------  ------------------
                      June 29,  June 30,  June 29,  June 30,
                        1997      1996      1997      1996 
                      --------  --------  --------  --------

PRIMARY

Net income            $ 12,361  $ 10,807  $ 22,929  $ 19,354

Weighted average 
 shares outstanding     22,563    22,627    22,575    22,632
                       -------   -------   -------   -------
Primary earnings 
 per share*           $   0.55  $   0.48  $   1.02  $   0.86
                       =======   =======   =======   =======

FULLY DILUTED

Net income            $ 12,361  $ 10,807  $ 22,929  $ 19,354
                       -------   -------   -------   -------
Weighted average 
 shares outstanding     22,563    22,627    22,575    22,632

Add incremental shares 
 representing:
Shares issuable upon 
 exercise of stock 
 options based on 
 period-end market price   470       448       470       448
                       -------   -------   -------   -------
Weighted average number 
 of shares, as adjusted 23,033    23,075    23,045    23,080
                       -------   -------   -------   -------

Fully diluted earnings  
 per share            $   0.54  $   0.47  $   1.00  $   0.84
                       =======   =======   =======   =======
Dilutive effect of  
 incremental shares       2.0%      1.9%      2.0%      1.9%
                       =======   =======   =======   =======


* Incremental shares have not been considered in the
  computation of primary earnings per common share in
  accordance with generally accepted accounting principles
  which require inclusion only when the dilutive effect is
  greater than 3%.
                                                  




                                                EXHIBIT 15

                ACCOUNTANTS' ACKNOWLEDGMENT

The Board of Directors
Minerals Technologies Inc:

Re:  Registration Statement Nos: 33-59080, 33-65268 
     and 33-96558

     With respect to the subject registration statements, we
acknowledge our awareness of the use therein of our report dated
August 8, 1997, related to our review of interim financial
information.

     Pursuant to Rule 436(c) under the Securities Act of 1933,
such report is not considered a part of a registration statement
prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of  Sections 7 and
11 of the Act.

                              Very truly yours,


                              KPMG Peat Marwick LLP

New York, New York
August 8, 1997

 

5 This schedule contains summary financial information extracted from the condensed consolidated financial statements of Minerals Technologies Inc., and qualified in its entirety by reference to such condensed consolidated financial statements 6-MOS DEC-31-1997 JUN-29-1997 19,385 0 115,140 0 64,239 211,296 831,021 333,258 720,827 80,216 102,391 0 0 2,531 522,969 720,827 289,391 289,391 204,501 204,501 10,224 0 0 34,242 10,957 22,929 0 0 0 22,929 1.02 0