SEC Filing | Minerals Technologies Inc.

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant: [X]

Filed by a Party other than the Registrant: [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(a)(3))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

MINERALS TECHNOLOGIES INC.
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(Name of Registrant as Specified In Its Charter)

Enter Company Name Here
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is effect as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:

Minerals Technologies Inc.
The Chrysler Building
405 Lexington Avenue
[LOGO] New York, NY 10174-1901
---------------------------------------
JEAN-PAUL VALLES, PH.D.
Chairman of the Board
Chief Executive Officer

March 31, 1997

Dear Fellow Stockholder:

You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Minerals Technologies Inc., which will be held on Thursday, May 22, 1997 in
the Chase Bank building, 11th Floor, Room C, 270 Park Avenue (between 47th and
48th Streets), New York, New York 10017, at 2:00 p.m.

At this year's meeting, you will be asked to consider and to vote upon the
election of two directors. Your Board of Directors unanimously recommends that
you vote FOR the nominees.

You will also be asked to ratify the appointment of KPMG Peat Marwick LLP
as the Company's independent auditors for the 1997 fiscal year. The Board
continues to be pleased with the services KPMG Peat Marwick LLP has rendered to
the Company to date, and therefore unanimously recommends that you vote FOR this
proposal.

The two items upon which you will be asked to vote are discussed more fully
in the Proxy Statement. We urge you to read the Proxy Statement completely and
carefully so that you can vote your interests on an informed basis.

Your vote is important! Whether or not you plan to attend the meeting, and
regardless of the number of shares you own, your representation and vote are
very important and your shares should be voted. Therefore, we urge you to
complete, sign, date and return the enclosed proxy card promptly in the
accompanying postage prepaid envelope. If you return a signed proxy without
marking it, it will be voted in accordance with management's recommendations.
You may, of course, attend the Annual Meeting and vote in person, even if you
previously have returned your proxy card.

Sincerely,

/s/ Jean-Paul Valles

Jean-Paul Valles
Chairman of the Board and
Chief Executive Officer

This Proxy Statement is printed on paper containing precipitated calcium
carbonate (PCC) produced by Minerals Technologies Inc.

MINERALS TECHNOLOGIES INC.
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174-1901

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997

The Annual Meeting of Stockholders of Minerals Technologies Inc., a
Delaware corporation, will be held in the Chase Bank building, 11th Floor, Room
C, 270 Park Avenue, New York, New York, on Thursday, May 22, 1997, at 2:00 p.m.,
to consider and take action upon the following items:

(1) the election of two directors;

(2) a proposal to approve the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the 1997 fiscal year; and

(3) such other business as may properly come before the meeting or any
adjournment thereof.

Stockholders of record as of the close of business on March 24, 1997, are
entitled to notice of and to vote at the meeting.

By order of the Board of Directors,

/s/ S. Garrett Gray

S. Garrett Gray
Secretary

New York, New York
March 31, 1997

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IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, PLEASE VOTE BY MEANS
OF THE ENCLOSED PROXY. WE ASK YOU TO MARK YOUR CHOICES, SIGN, DATE AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED BUSINESS REPLY
ENVELOPE. IF YOU RETURN A SIGNED PROXY WITHOUT MARKING IT, IT WILL BE VOTED
IN ACCORDANCE WITH MANAGEMENT'S RECOMMENDATIONS. BY PROMPTLY RETURNING YOUR
SIGNED PROXY, YOU WILL AID THE COMPANY IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION.
- --------------------------------------------------------------------------------

MINERALS TECHNOLOGIES INC.
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174-1901

MARCH 31, 1997

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Minerals Technologies Inc. (the "Company") of proxies
for use at the Annual Meeting of Stockholders of the Company to be held on May
22, 1997, or any adjournment thereof.

The cost of this solicitation will be borne by the Company. In addition to
the solicitation of proxies by use of the mail, the Company may use telephone,
telegraph, facsimile, and personal contact. Such solicitation will be made by
regular employees of the Company without additional compensation for such
services. The Company has also engaged Morrow & Co., Inc. to assist in the
proxy solicitations, and has agreed to pay $4,000 plus expenses for such
soliciting services.

Holders of record of the Company's common stock ("Common Stock") at the
close of business on March 24, 1997 (the "Record Date") are entitled to vote at
the meeting, and each stockholder shall have one vote for each share of Common
Stock registered in his or her name. On the Record Date, there were issued and
outstanding 22,585,514 shares of Common Stock.

As of February 25, 1997, there were issued and outstanding 22,577,959
shares of Common Stock, of which Janus Capital Corporation owned 14.98%, William
Blair & Company, LLC owned 11.67%, Investment Advisers, Inc. owned 8.35%, and
Dietche & Field Advisers, Inc. owned 5.07% (see "Security Ownership of Certain
Beneficial Owners and Management as of February 25, 1997"). As of such date, no
other person owned of record or, to the Company's knowledge, owned beneficially,
five percent or more of the outstanding shares of Common Stock.

The enclosed proxy may be revoked at any time before it is voted by the
submission to the Company of a written revocation, by the return to the Company
of a new proxy, or by the stockholder's vote in person at the Annual Meeting.

This proxy statement and the enclosed proxy are being sent to stockholders
of the Company on March 31, 1997.

ITEM 1--ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes. One class
is elected each year for a three-year term. This year the Board has nominated
two individuals, Paul M. Meister and Michael F. Pasquale, who are now directors
of the Company, to serve for a three-year term expiring at the Annual Meeting of
Stockholders to be held in 2000.

The Board of Directors expects that the nominees will be available for
election. In the event that one or more nominees should become unavailable, it
is intended that the proxy would be voted for a nominee or nominees who would be
designated by the Board of Directors, unless the Board reduces the number of
directors.

The Board of Directors unanimously recommends a vote FOR election of each
of Paul M. Meister and Michael F. Pasquale as a Director of the Company.

NAME AND AGE AS OF THE POSITION, PRINCIPAL OCCUPATION,
MAY 22, 1997 MEETING DATE BUSINESS EXPERIENCE AND DIRECTORSHIPS
- ------------------------- -------------------------------------

NOMINEES FOR DIRECTOR FOR TERMS EXPIRING IN 2000

Paul M. Meister......44 Senior Vice President--Chief Financial Officer of
Fisher Scientific International Inc., a provider of
scientific products and services. Senior Vice President
of Abex, Inc., a provider of aerospace products and
services, from 1992 to 1995. Managing Director-Chief
Financial Officer of The Henley Group, Inc. from prior
to 1991 to 1992. Member of the boards of directors of
[PHOTO] The General Chemical Group, Inc., Power Control
Technologies Inc., and Wheelabrator Technologies Inc.
Director of the Company since 1997. Member of the
Company's Compensation and Nominating Committee.

Michael F. Pasquale..50 President of Hershey Chocolate North America since
1995. Prior to holding this position, Mr. Pasquale was
President of Hershey Chocolate USA from 1994 to 1995,
and Senior Vice President and Chief Financial Officer
of Hershey Foods Corporation from 1988 to 1994. Member
of the board of directors of the National Confectioners
Association and Chairman of the board of trustees of
[PHOTO] the American Management Association. Member of the
President's Advisory Council of the Grocery
Manufacturers of America. Director of the Company since
1992. Chair of the Company's Audit Committee.

DIRECTORS WHOSE TERMS EXPIRE IN 1999

Steven J. Golub......51 Managing Director in the investment banking firm of
Lazard Freres & Co. LLC since 1986. Director of the
Company since 1993. Member of the Company's Audit
[PHOTO] Committee.

William L. Lurie.....66 Co-chairman and a director of the Foundation for
Prevention & Early Resolution of Conflicts Inc. since
1994. Executive Consultant to the Chairman of The
Business Roundtable from 1993 to 1994. President of The
Business Roundtable from 1984 to 1993. Member of the
boards of directors of Intersystems, Inc. and Seitel,
[PHOTO] Inc. since 1995. Director of the Company since 1993.
Member of the Company's Compensation and Nominating
Committee.

NAME AND AGE AS OF THE POSITION, PRINCIPAL OCCUPATION,
MAY 22, 1997 MEETING DATE BUSINESS EXPERIENCE AND DIRECTORSHIPS
- ------------------------- -------------------------------------

Jean-Paul Valles.....60 Chairman of the Board of the Company since April 1989.
Chief Executive Officer of the Company since 1992.
Prior to the initial public offering of the Company's
stock in October 1992, Dr. Valles served as a Vice
Chairman of Pfizer Inc, an international health care
company, a position he had held since March 1992. At
Pfizer, he was responsible for several of Pfizer's
businesses, including, since 1989, the operations that
[PHOTO] comprise the Company, and served in a number of other
executive positions, including Executive Vice President
from 1991 to 1992. Member of the board of directors of
Pfizer since 1980. In addition, he is a director of the
National Association of Manufacturers, Junior
Achievement of New York, Inc. and the New York Chapter
of the French-American Chamber of Commerce in the U.S.,
Inc., and a member of the Board of Overseers of the
Stern School of Business. Director of the Company since
1989. Chair of the Company's Executive Committee.

DIRECTORS WHOSE TERMS EXPIRE IN 1998

John B. Curcio.......63 Retired Chairman and Chief Executive Officer, Mack
Trucks, Inc. Vice Chairman and a director of Harvard
Industries Inc., a manufacturer of automotive
accessories, from 1985 to 1993. Member of the boards of
directors of Bethlehem Steel Corporation and Integrated
Component Systems, Inc., and director and Vice Chairman
[PHOTO] of the Board of Dallas Mavis Specialty Carrier Co. and
of Jupiter Logistics de Mexico, S.A. de C.V. Director
of the Company since 1992. Chair of the Company's
Compensation and Nominating Committee and member of the
Company's Executive Committee.

William C. Steere, Jr.60 Chairman of the Board of Pfizer Inc, an international
health care company, since March 1992 and a member of
its board of directors since 1987. He also is Chief
Executive Officer of Pfizer, a position he has held
since 1991. Prior to this, Mr. Steere served in a
number of executive positions at Pfizer. Member of the
[PHOTO] board of directors of Texaco Inc., Dow Jones & Co., the
Federal Reserve Bank of New York, and Pharmaceutical
Research and Manufacturers of America. Member of The
Business Roundtable, and a trustee of the New York
Botanical Garden. Director of the Company since 1992.
Member of the Company's Executive Committee and Audit
Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AS OF FEBRUARY 25, 1997

AMOUNT AND
NATURE OF
TITLE OF NAME AND BENEFICIAL PERCENT PERCENT NUMBER OF
CLASS BENEFICIAL OWNER(a) OWNERSHIP(b) OF CLASS UNITS OWNED(c)
- ----- ------------------- ------------ -------- --------------

Common Janus 3,381,295(d) 14.98% --
Capital
Corporation
100 Fillmore
Street, Suite 300
Denver, CO
80206-4923
William Blair &
Company, LLC 2,635,400(e) 11.67% --
222 West Adams
Street
Chicago, IL 60606
Investment
Advisers, Inc. 1,885,600(f) 8.35% --
3700 First Bank
Place
Box 357
Minneapolis, MN
55440
Dietche & Field
Advisers, Inc. 1,144,800(g) 5.07% --
437 Madison
Avenue
New York, NY
10022
J.-P. Valles 392,403(h) 1.71% 28,689
P. R. Saueracker 56,552(i) * 852
J. R. Stack 45,588(j) * 921
S. G. Gray 45,744(k) * 400
H. Crabtree 42,753(l) * 780
J. B. Curcio 1,900 * 682
S. J. Golub 3,100 * 1,795
W. L. Lurie 1,100 * 3,201
P. M. Meister 1,000 * 459
M. F. Pasquale 1,800 * 657
W. C. Steere, Jr. 1,400 * 3,471

- ---------------
(a) The address of each director and officer named herein is c/o Minerals
Technologies Inc., The Chrysler Building, 405 Lexington Avenue, New York,
NY 10174-1901.

(b) Sole voting and investment power, except as otherwise indicated.

(c) "Units", which entitle the employee or director to a cash benefit equal to
the number of units in his account multiplied by the closing price of the
Company's Common Stock on the business day prior to the date of payment,
have been credited to Messrs. Valles, Saueracker, Stack, Gray and Crabtree
under the Company's Nonfunded Deferred Compensation and Supplemental
Savings Plan, and to Messrs. Curcio, Golub, Lurie, Meister, Pasquale and
Steere under the Company's Nonfunded Deferred Compensation and Unit Award
Plan for Non-Employee Directors (see "Board of Directors, Committees and
Compensation--Director Compensation" below).

(d) Based on an amended statement on Schedule 13G dated February 10, 1997, and
filed with the Securities and Exchange Commission on behalf of Janus
Capital Corporation ("Janus Capital"), Janus Venture Fund ("Janus Venture")
and Thomas H. Bailey ("Bailey"), each located at 100 Fillmore Street,
Denver, CO 80206, with respect to beneficial ownership interests as of such
date. According to the Schedule 13G, Janus Capital, a registered
investment adviser, furnishes investment advice to Janus Venture, a
registered investment company which is the beneficial owner of 1,232,845
shares of Common Stock (approximately 5.46% of the class), and to certain
other registered investment companies and individual and institutional
investors, none of which is the beneficial owner of more than 5% of the
class. Bailey serves as President and Chairman of the Board of Janus
Capital and also owns approximately 12.2% of its stock. Both of Janus
Capital and Bailey disclaim beneficial ownership of any of the
aforementioned shares of Common Stock of the Company.

(e) Based on a statement on Schedule 13G dated February 14, 1997, and filed
with the Securities and Exchange Commission on behalf of William Blair &
Company, LLC, a registered investment adviser, with respect to beneficial
ownership interests as of December 31, 1996.

(f) Based on an amended statement on Schedule 13G dated February 15, 1997, and
filed with the Securities and Exchange Commission on behalf of Investment
Advisers, Inc., a registered investment adviser, with respect to beneficial
ownership interests as of December 31, 1996.

(g) Based on an amended statement on Schedule 13G dated January 7, 1997, and
filed with the Securities and Exchange Commission on behalf of Dietche &
Field Advisers, Inc., with respect to beneficial ownership interests as of
December 31, 1996.

(h) 62,500 of these shares are held by Dr. Valles and his wife as joint
tenants, and Dr. Valles has shared investment and voting power with respect
thereto. 315,655 of these shares are subject to options which are
currently exercisable.

(i) 54,616 of these shares are subject to options which are currently
exercisable.

(j) 39,592 of these shares are subject to options which are currently
exercisable.

(k) 210 of these shares are held in the name of family members, and Mr. Gray
disclaims any beneficial interest in such shares. 39,246 of these shares
are subject to options which are currently exercisable.

(l) 38,906 of these shares are subject to options which are currently
exercisable.

* Less than 1%

All directors and executive officers as a group (15 persons) own 676,750
shares of the Company's stock (of which 565,811 are subject to options which
are currently exercisable), representing approximately 2.92% of the class, and
42,891 units.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the cash and other compensation paid or
accrued for services to the Company and its subsidiaries by the Chairman and
Chief Executive Officer and the four other most highly compensated executive
officers of the Company, for the three fiscal years ended December 31, 1996.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
UNDERLYING OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (NUMBER OF SHARES) COMPENSATION($)(a)
- --------------------------- ------------------ ------------------

Jean-Paul Valles 1996 710,550 236,850 186,706 38,538
Chairman and Chief Executive Officer 1995 683,174 271,561 0 38,189
1994 644,504 218,862 0 35,490

Paul R. Saueracker-- 1996 212,400 70,800 41,809 11,580
President, Specialty Minerals Inc.(b) 1995 204,225 81,179 0 9,416
1994 171,625 58,398 25,000 9,034

John R. Stack-- 1996 198,300 66,100 26,255 10,811
Vice President--Finance and 1995 190,650 75,783 0 10,657
Chief Financial Officer 1994 183,340 61,492 0 9,830

S. Garrett Gray-- 1996 188,299 62,766 25,217 10,294
Vice President, General Counsel 1995 182,814 72,669 0 10,219
and Secretary 1994 168,130 56,926 0 9,429

Howard Crabtree-- 1996 183,600 61,200 24,199 10,010
Vice President--Organization and 1995 176,543 70,175 0 9,332
Human Resources 1994 168,130 56,751 0 9,379

(a) All amounts shown in this column as part of 1996 compensation represent
contributions to the Minerals Technologies Inc. Savings and Investment Plan
and the Minerals Technologies Inc. Non-Funded Deferred Compensation and
Supplemental Savings Plan.
(b) Mr. Saueracker was appointed President, Specialty Minerals Inc. effective
February 1, 1994.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information on options granted to the named
executive officers on January 25, 1996 as part of a grant of approximately
804,000 options to all U.S. employees (and certain key foreign employees) of the
Company and its subsidiaries.

The last three columns of the table indicate the potential realizable value
of the options in each of three hypothetical cases. The first case assumes no
increase in the price of the Common Stock over the ten-year term of the options;
the second case assumes that the price of the Common Stock increases at a rate
of five percent per year over the term of the options; and the third case
assumes that the price of the Common Stock increases at a rate of ten percent
per year over the term of the options. A five percent per year appreciation in
the price of the Common Stock would result in a price of approximately $49.88
per share in 2006 and an increase in aggregate shareholder value of
approximately $435 million; a ten percent per year appreciation in the price of
the Common Stock would result in a price of approximately $79.41 per share in
2006 and an increase in aggregate shareholder value of approximately $1,103
million. The actual market value of the Common Stock at any future date may or
may not correspond to any of these hypothetical cases.

Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Individual Grants for Option Term
- ----------------------------------------------------------------------------------------- -------------------------
Number of % of
Securities Total
Underlying Options/SARs
Options/SARs Granted to Exercise
Granted Employees or Base
(number of in Fiscal Price Expiration
shares)(a) Year ($/share) Date 0% 5%($) 10%($)
-------------- ------------ -------- ---------------- --- --------- ---------

J.-P. Valles........... 186,706 23.2% 30.625 January 24, 2006 0 3,594,694 9,108,942
P. R. Saueracker....... 41,809 5.2% 30.625 January 24, 2006 0 804,958 2,039,762
J. R. Stack............ 26,255 3.3% 30.625 January 24, 2006 0 505,494 1,280,919
S. G. Gray............. 25,217 3.1% 30.625 January 24, 2006 0 485,509 1,230,278
H. Crabtree............ 24,199 3.0% 30.625 January 24, 2006 0 465,909 1,180,612

(a) Options to purchase the indicated number of shares of Common Stock for
$30.625 per share were granted on January 25, 1996. One-third of the total
number of options granted vests on each of the first, second and third
anniversaries of the grant date.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

Options to purchase Common Stock of the Company have been granted to
the named executive officers, but none of such options were exercised at any
time during 1996. The following table provides information on the value of the
options held by each such executive officer at year-end, measured using the
average of the high and the low trading price ($40.8125) of the Company's Common
Stock on December 31, 1996.

Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Fiscal Year-end at Fiscal Year-end
(number of shares) ($)
Exercisable Unexercisable Exercisable Unexercisable
------------ ------------- ------------ -------------

J.-P. Valles....... 253,420 186,706 4,609,076 1,902,067
P. R. Saueracker... 40,680 41,809 666,430 425,929
J. R. Stack........ 30,840 26,255 560,903 267,473
S. G. Gray......... 30,840 25,217 560,903 256,898
H. Crabtree........ 30,840 24,199 560,903 246,527

PERFORMANCE GRAPH

The following line graph compares the Company's cumulative total
stockholder return with the S&P 500, as a performance indicator for the overall
stock market, and with the S&P Chemicals Composite Index, a published industry
index. The starting point for the comparison is a hypothetical investment of
$100 in the Company's Common Stock and in each of such indexes on the last day
of October 1992, the closest month-end to the date of the initial public
offering of the Company's stock. It should be noted that the performance graph
presents comparative returns for only the period from the initial public
offering of the Company's stock to year-end 1992, and for the subsequent
calendar-year periods through year-end 1996, and is not necessarily reflective
of returns over longer periods.

A COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN
MINERALS TECHNOLOGIES INC., S&P 500 INDEX AND S&P CHEMICALS COMPOSITE INDEX

[GRAPH]

OCTOBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
1992 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------
MTI 100.0 127.0 169.9 172.0 214.9 241.8
- --------------------------------------------------------------------------------
S&P 500 100.0 104.7 115.2 116.7 160.6 195.7
- --------------------------------------------------------------------------------
S&P CHEMICALS
COMPOSITE 100.0 102.7 114.6 126.6 165.7 206.4
- --------------------------------------------------------------------------------

REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE
ON EXECUTIVE COMPENSATION

The following report of the Compensation and Nominating Committee of the
Board sets forth the Committee's policies applicable to the executive officers
of the Company.

This report is provided by the Compensation and Nominating Committee
of the Board of Directors. The members of the Compensation and Nominating
Committee, whose names follow this report, are independent outside
directors who are not employees of the Company, and none serves as a member
of a compensation committee of any company that has an executive officer
who also serves as a director of this Company.

In 1996, the Compensation and Nominating Committee adhered to its
policy that compensation programs should reward the achievement of the
short-term and long-term goals and objectives of the Company, and that
compensation should be related to the value created for the Company's
stockholders. The Committee sets high performance targets and rewards
their achievement with compensation that is significantly above the
average, but within the range of, compensation of similarly placed
executives in manufacturing firms of comparable size. Consistent with this
policy, each elected corporate officer's annual compensation is determined
by applying to the previous year's compensation an annual increase, and an
incentive payment, determined as stated below in this report.

Each employee of the Company receives an annual performance rating,
which may range from "consistently below expectations" to "consistently
exceeds expectations," with several possible intermediate ratings. The
performance rating of the Chairman and Chief Executive Officer is assigned
by the Compensation and Nominating Committee and approved by the Board.
The performance ratings of the other elected corporate officers of the
Company, including those named in the Summary Compensation Table appearing
in this proxy statement (the "principal executives"), are assigned by the
Chairman and Chief Executive Officer and reviewed by the Compensation and
Nominating Committee.

Based on Company performance, general business outlook and industry
compensation trends, the Company's management each year sets a guideline
corporate-wide average percentage compensation increase for all employees
for the coming year. The percentage increase received by a particular
employee is determined on the basis of the employee's performance rating,
and may range from no increase, if the performance rating is "consistently
below expectations," to up to twice the corporate-wide average increase
referred to above, if the performance rating is "consistently exceeds
expectations." This procedure was followed to determine the annual
increase for 1996 received by all employees, including Dr. J.-P. Valles,
the Chairman and Chief Executive Officer, and each of the other principal
executives. Dr. Valles received a base pay increase of 4 percent.

Subsequent to the above adjustment, 25% of each principal executive's
salary for the coming year is withheld as part of the Company's incentive
payment program. Depending upon the extent to which the Company's
performance during the year meets targets established by the Board of
Directors, as little as 40% of the amount withheld from his salary or as
much as 200% will be returned to each principal executive. These payments,
which are made in the first quarter of the following year, are shown as the
Bonus for the year to which they are attributable in the Summary
Compensation Table included in this proxy statement. This incentive
program is intended to more closely link the principal executives' pay to
the growth of the Company and the value created for stockholders in the
preceding year, as measured by four factors, weighted as follows: sales
growth as compared to target (1/4); net income growth as compared to
target (1/4); return on equity as compared to target (1/4); and growth in
the Company's common stock value as compared to growth in the Standard &
Poor's Chemicals Composite Index (1/4). At the beginning of each year,
the Board of Directors will establish a target for each of these factors
and set up a scoring system to measure at year-end the extent to which each
target is met. At

year-end, the weighted average of the scores achieved and the principal
executive's performance rating will be key determinants in setting the
level of the incentive payment to be received by each principal executive.
The Compensation and Nominating Committee will then consider whether there
are other factors that should also be taken into consideration in
establishing the overall level of compensation of each principal executive.

For the year 1996, the Committee took such factors into consideration.
First, the two key industries served by the Company were in severe
difficulties. The steel industry showed significant declines in crude steel
production in Europe and Asia and production was about flat in the United
States. The paper industry, after a sharp decline in production in the
fourth quarter of 1995, recovered at a much slower pace than had been
expected at the time targets were set. Exchange rates were also unfavorable
to the results of the Company. Therefore, the aggressive targets set for
1996 were based on economic assumptions which did not come to pass. Also
in 1996, the Standard & Poor's Chemicals Composite Index, the index used to
compare the growth of the Company's common stock, was particularly affected
by the rapid growth in the price of the common shares of companies with
very large capitalization. Considering this economic environment and the
significant non-financial achievements of the Company in 1996, the
Committee judged that the Company had a reasonably good year.

In January 1997, the Compensation and Nominating Committee deemed it
appropriate to give Dr. Valles an incentive payment for 1996 of $236,850
versus $271,561 given for the year 1995. As a result, the total annual
compensation for Dr. Valles was lower for the year 1996 than it was for the
year 1995.

It is the Compensation and Nominating Committee's intent to grant an
option to purchase the Company's stock to the principal executives in every
third year, although special grants may be made to reflect special
achievements or in connection with important promotions. Consistent with
this intent, grants were made to the principal executives in January 1996,
three years following the last such grant in 1993.

The Committee reviewed practices for the granting of stock options to
key employees in industry generally, and established guidelines for the
January 1996 and future grants based on those practices. Under these
guidelines, each of the principal executives will be granted an option to
purchase a number of shares which when multiplied by the option price
equals a given multiple of the executive's total compensation. The
guidelines established multiples which are intended to approximate the
average of option grants by the other industrial companies which were
reviewed. For the Chairman and Chief Executive Officer, this resulted in a
grant of options to purchase 184,000 shares at a price of $30.625.

In addition to making grants to key executives, the Company believes
that, where practical and economical, all employees should have the
opportunity to participate in the future growth of the Company through
equity participation and, therefore, it has established a practice of
making grants to all US-based employees, also every three years. In
January 1996, each US employee received an option on one share for every
$350 of annual compensation. Accordingly, each of the principal executives
received this additional grant which, in the case of the Chief Executive
Officer, resulted in an option to purchase 2,706 shares. The grants all
have ten-year terms, vesting in equal portions over a three-year period.
The option price was established by taking the average of the high and the
low price of the stock on the day of the grant.

The Compensation and Nominating Committee believes that the
application of the procedures described above will generally result in fair
and adequate compensation to each principal executive. However, the
Compensation and Nominating Committee also believes that no arbitrary
formula is an adequate substitute for individual judgments in all cases,
particularly in determining the value of a principal executive's
contribution to the success of the Company. Therefore, the Compensation
and

Nominating Committee may from time to time, when business circumstances
warrant, use its discretion in deviating from the above procedures
(including, possibly, modifying the factors discussed above or varying
their weighting) to set compensation levels for the principal executives
and others that best serve the interests of the Company and its
stockholders.

Internal Revenue Code Section 162(m) and regulations thereunder, which
limit the deductibility of certain executive compensation in excess of
$1,000,000, did not affect compensation payments made by the Company for
the 1996 fiscal year. However, the Compensation and Nominating Committee
has determined that, in order to retain the discretion referred to in the
foregoing paragraph, it reserves the right to make compensation payments
that in part may not qualify for a tax deduction because of the limitations
of Internal Revenue Code Section 162(m).

John B. Curcio, Chair
William L. Lurie
Paul M. Meister

EMPLOYMENT AND SEVERANCE AGREEMENTS

In October 1992, the Company entered into an employment agreement with Dr.
Valles for a term of five years, and for an annual base salary of not less than
$605,000. In October 1995, the Company entered into employment agreements with
the following individuals for terms of three years and for not less than the
annual base salaries indicated: Mr. Saueracker--$204,225; Mr. Stack--$190,650;
Mr. Gray--$182,814; Mr. Crabtree--$176,543. Each of the named executive officers
may also receive salary increases and an annual bonus in amounts to be
determined by the Board or the Compensation and Nominating Committee. The
agreements also entitle the employees to participate in employee benefit plans
and other fringe benefits that are generally available to the Company's
executive employees. Each employee has agreed to comply with certain customary
provisions, including covenants not to disclose confidential information of the
Company at any time and not to compete with the business of the Company during
the term of the agreement and, subject to the continued payment by the Company
of amounts under the agreement, for two years thereafter. The employment
agreements may be terminated prior to the specified term of employment by the
Company for "cause" as defined in the agreements.

The Company has entered into severance agreements with certain of its
executive officers, including each of the individuals named in the summary
compensation table. The agreements continue through December 31 of each year,
and are automatically extended in one-year increments unless the Company gives
prior notice of termination. These agreements are intended to provide for
continuity of management in the event of a change in control of the Company.
If, following a change in control, the executive is terminated by the Company
for any reason, other than for disability, death, retirement or for cause (as
defined in the agreements), or if such executive terminates his or her
employment for good reason (as defined in the agreements), then the executive is
entitled to a severance payment of 2.99 times the executive's base amount (as
defined in the agreements). The severance payment generally will be made in a
lump sum. For a period of up to two years following a termination that entitles
an executive to severance payments, the Company will provide life, disability,
accident and health insurance coverage substantially similar to the benefits
provided before termination, except to the extent such coverages would result in
an excise tax being imposed under Section 4999 of the Internal Revenue Code.
The agreements also provide that upon the occurrence of certain stated events
that constitute a "potential change in control" of the Company, the employee
agrees not to voluntarily terminate his employment with the Company for a six-
month period.

If a change in control occurs, the severance agreements are effective for a
period of four years from the end of the then existing term. Under the
severance agreements, a change in control includes any of the following events
unless approved by the Board: (i) the Company is required to report a "change in
control" in accordance with the Securities Exchange Act of 1934; (ii) any person
acquires 15% of the Company's voting securities; (iii) a majority of the
Company's directors are replaced during a two-year period; or (iv) stockholders
approve a merger, liquidation or sale of the Company's assets.

The Company's Stock and Incentive Plan provides that all non-vested stock
options granted under the Plan will become immediately exercisable upon a change
in control of the Company (as defined in the Plan).

Retirement Plans

Each of the executive officers of the Company named in the Summary
Compensation Table is entitled to benefits under the defined benefit pension
plans maintained by the Company. The Retirement Annuity Plan is a tax qualified
pension plan which pays retirement benefits within the limits prescribed by the
Internal Revenue Code. The Nonfunded Supplemental Retirement Plan is an
unfunded, non-tax qualified pension plan which pays retirement benefits in
excess of such tax limits. Benefits under the Retirement Annuity Plan and the
Nonfunded Supplemental Retirement Plan are based upon an annuity equal to the
greater of (i) 1.4% of a participant's career earnings or (ii) 1.75% of a
participant's career earnings less 1.5% of primary Social Security benefits,
multiplied by years of service up to 35 years. For purposes of this formula, a
participant's "career earnings" are based on the average earnings for the five
highest consecutive calendar years prior to January 1, 1995, and on actual
earnings for periods after December 31, 1994.

Estimated aggregate annual benefits upon retirement under the Retirement
Annuity Plan and the Nonfunded Supplemental Retirement Plan for the named
executive officers are as follows: Dr. Valles, $421,291; Mr. Saueracker,
$107,432; Mr. Stack, $103,379; Mr. Gray, $77,288; and Mr. Crabtree, $114,676.
The estimated retirement benefits have been computed on the assumption that (i)
payments will be made in the form of a 50% joint and survivor annuity; (ii)
employment will be continued until normal retirement at age 65; and (iii)
creditable compensation will continue at 1996 levels throughout the remainder of
the computation period.

Grantor Trust

In order to secure the benefits accrued under the Nonfunded Supplemental
Retirement Plan and the Nonfunded Deferred Compensation and Supplemental Savings
Plan (the "Supplemental Plans"), the Company has entered into a Grantor Trust
Agreement establishing a grantor trust within the meaning of the Internal
Revenue Code. Under the Grantor Trust Agreement, the Company is required to
make certain contributions of cash or other property to the trust upon the
retirement of individuals who are beneficiaries of the Supplemental Plans, upon
the occurrence of certain events defined as constituting a "Change of Control"
of the Company, and in certain other circumstances.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the New York Stock Exchange reports of ownership and
changes in ownership of common stock and other equity securities of the Company.
Officers, directors and certain greater than 10% shareholders are required by
SEC rules to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely on review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that, during the 1996 fiscal year, all filing requirements
applicable to its officers, directors and greater than 10% shareholders were
complied with.

BOARD OF DIRECTORS, COMMITTEES AND COMPENSATION

Six meetings of the Board of Directors of the Company were held in 1996.
All of the directors attended 75 percent or more of the meetings of the Board
and committees on which they served in 1996.

THE COMPENSATION AND NOMINATING COMMITTEE

The Compensation and Nominating Committee consists of Mr. Curcio (Chair),
Mr. Lurie and Mr. Meister, who are not employees of the Company. The functions
of the Compensation and Nominating Committee are to participate in the
development of the Company's compensation policies; to establish, and from time
to time vary, the salaries and other compensation of the employee-directors and
other elected officers of the Company; to review proposed changes in
compensation policy at all levels of the Company; and to bring forward the names
of suitable candidates for election to the Board. The Compensation and
Nominating Committee met four times during 1996.

THE AUDIT COMMITTEE

The Audit Committee consists of Mr. Pasquale (Chair), Mr. Golub and Mr.
Steere, who are not employees of the Company. The functions of the Audit
Committee are to recommend to the Board the independent public accountants to be
selected to audit the Company's annual financial statements and to approve any
special assignments given to such accountants. The Audit Committee also reviews
the planned scope of the annual audit and the independent accountants' internal
control letter, any major accounting changes made or contemplated, and the
effectiveness and efficiency of the company's internal accounting staff. In
addition, the Audit Committee reviews the programs of the Company's internal
auditors, the results of their audits, and the adequacy of the Company's system
of internal financial controls and accounting practices. The Audit Committee
met four times during 1996.

DIRECTOR COMPENSATION

Fees

Each of the directors, other than directors who are officers or employees
of the Company, receives an annual retainer fee of $10,000 for serving as a
director, $1,000 for serving as a member of a committee of the Board, and an
additional $1,000 for serving as a committee chair. In addition, such directors
receive a fee of $2,000 for attending each meeting of the Board and $500 for
attending any committee meeting. Directors also receive compensation pursuant
to the Company plan described below.

Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors

Under the Company's Nonfunded Deferred Compensation and Unit Award Plan for
Non-Employee Directors, directors who are not employees of the Company,
currently six individuals, have the right to defer their fees. At the
director's election, his or her deferred fees will be credited to his or her
account either as dollars or as units. Dollar balances in a director's account
will bear interest at a rate of return equal to the rate of return for the Fixed
Income Fund in the Company's Savings and Investment Plan. If a director elects
to have his or her deferred fees credited to his or her account as units, the
number of units to be credited will be calculated by dividing the amount of the
deferred

fees by the closing price of the Company's Stock as of the last business day
prior to the date that the fees would otherwise be paid. As a result, each unit
will have the same economic value as one share of the Company's Common Stock.

In addition, each non-employee director is credited with 300 units upon
first joining the Board and with an additional 300 units each year as of the
date of the Annual Meeting of Stockholders, plus 50 units for serving as a
member of a committee of the Board and 15 units for attending any committee
meeting. The units in a director's account are increased by the value of any
dividends on the Company's Common Stock. In the case of cash dividends, the
units will be increased by a number calculated by multiplying the cash dividend
per share times the number of units in the director's account on the related
dividend record date and dividing the result by the closing market price of the
Common Stock on such dividend record date. In the case of stock dividends, the
units will be increased by a number calculated by multiplying the stock dividend
per share times the number of units in the director's account on the related
dividend record date. At the time of the director's termination of service on
the Board, the amount held in his or her account will be payable in cash only.
Based upon the director's prior election, as described above, the director, on
his or her termination of service, will receive either (i) the amount of his or
her deferred fees plus accrued interest thereon, or (ii) an amount determined by
multiplying the units in his or her account by the closing market price of the
Company's Common Stock as of the last business day prior to the date for
payment. Payments will be made in a lump sum or in installments, at the
election of the director.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Steere, a director of the Company, is Chairman of the Board and Chief
Executive Officer of Pfizer Inc. During 1996, Pfizer made a series of purchases
of calcium carbonate and granular lime from the Company totaling approximately
$300,000. These transactions were entered into by the Company pursuant to arm's
length negotiations in the ordinary course of business and on terms that the
Company believes to be fair.

ITEM 2--APPROVAL OF AUDITORS

The Board of Directors has appointed KPMG Peat Marwick LLP to serve as the
Company's independent auditors for the current fiscal year, subject to the
approval of the stockholders. The firm and its predecessors have audited the
financial records of the businesses that comprise the Company for many years.
The firm is considered well qualified.

It is expected that representatives of KPMG Peat Marwick LLP will be
present at the Annual Meeting of Stockholders. These representatives will have
the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.

The Board of Directors unanimously recommends a vote FOR approval of the
appointment of KPMG Peat Marwick LLP as independent auditors of the company for
the 1997 fiscal year.

QUORUM AND TABULATION OF VOTES

The By-laws of the Company (the "By-laws") provide that the holders of a
majority of the shares of Common Stock issued and outstanding and entitled to
vote, present in person or by proxy, shall be requisite for and shall constitute
a quorum of all meetings of stockholders of the Company. The By-laws further
provide that directors of the Company shall be elected by a plurality vote and
that except as otherwise provided by law or in the Certificate of Incorporation
of the Company or the By-laws, all other questions shall be determined by a
majority of the votes cast on such questions.

Votes at the Annual Meeting will be tabulated by independent inspectors of
election appointed by the Company. The inspectors of election will treat shares
of Common Stock represented by a properly signed and returned proxy as present
at the Annual Meeting for purposes of determining a quorum, without regard to
whether

the proxy is marked as casting a vote or abstaining. Likewise, the inspectors of
election will treat shares of Common Stock represented by "broker non-votes"
(i.e., shares of Common Stock held in record name by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or
persons entitled to vote, (ii) the broker or nominee does not have discretionary
voting power under applicable New York Stock Exchange rules or the instrument
under which it serves in such capacity, and (iii) over which the record holder
has indicated on the proxy card or otherwise notified the Company that it does
not have authority to vote such shares on that matter) are present of purposes
of determining a quorum.

Directors will be elected by a favorable vote of a plurality of the shares
of Common Stock present and entitled to vote, in person or by proxy, at the
Annual Meeting. Accordingly, abstentions or broker non-votes as to the election
of directors will not affect the election of the candidates receiving the
plurality of votes.

All other matters to come before the Annual Meeting require the approval of
a majority of the votes cast on such matters. Abstentions and broker non-votes
as to particular matters will not count as votes cast for or against such
matters, and will not be included in calculating the number of votes necessary
for approval of such matters.

In all matters presented for stockholder consideration at the Annual
Meeting other than the election of directors, which, as discussed above, is
decided by plurality vote, all votes cast in favor of a given proposal and all
votes cast against that proposal are added together for a total sum of votes on
that proposal.

If a properly signed proxy form is returned to the Company and is not
marked, it will be voted in accordance with management's recommendations on all
proposals.

The enclosed proxy may be revoked by the stockholder at any time before it
is voted by the submission of a written revocation to the Company, by the return
of a new proxy to the Company, or by the stockholder's personal vote at the
Annual Meeting.

MISCELLANEOUS

The Board knows of no other business that will be presented at the Annual
Meeting of Stockholders. In the event that matters not known at this time
should come before the meeting, the proxy confers discretionary authority with
respect to these matters, and it is the intention of the persons named in the
proxy to vote in accordance with their judgment on these matters.

Under the rules of the Securities and Exchange Commission, stockholder
proposals intended to be presented at the 1998 Annual Meeting must be received
by the Company at its principal executive office by December 1, 1997 for
inclusion in the proxy statement and form of proxy relating to that meeting.

By order of the Board of Directors

/s/ S. Garrett Gray

S. Garrett Gray
Secretary

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

- --------------------------- 1. Election of Directors.
MINERAL TECHNOLOGIES INC. For Withhold
- --------------------------- Paul M. Meister [ ] [ ]
COMMON
Michael F. Pasquale [ ] [ ]

RECORD DATE SHARES: If you do not wish your shares voted
"For" a particular nominee, mark the
"Withhold" box. Your shares will be voted
for the remaining nominee.

2. Ratification of
appointment of auditors. For Against Abstain
[ ] [ ] [ ]

------------------------
Please be sure to sign and date this Proxy. Date
- ---------------------------------------------------------------------

- -------Stockholder sign here-------------Co-owner sign here----------

Mark box at right if an address change or comment
has been noted on the reverse side of this card. [ ]

DETACH CARD DETACH CARD

MINERALS TECHNOLOGIES INC.

Dear Stockholder,

Please take note of the Important Information enclosed with this Proxy Ballot.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares should be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders, May 22,
1997.

Thank you for your prompt consideration of these matters.

Sincerely,

Minerals Technologies Inc.

COMMON MINERALS TECHNOLOGIES INC. COMMON

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints C. Dee, S.G. Gray and J.R. Stack, or any of
them, as Proxies, to vote at the Annual Meeting of Stockholders of Minerals
Technologies Inc. on May 22, 1997, and at any adjournments or postponements
thereof, on matters which may properly come before the Annual Meeting, in
accordance with, and as more fully described in the Notice of Meeting and Proxy
Statement, receipt of which is hereby acknowledged.

The Proxies will vote your shares in accordance with your directions on this
card. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE
YOUR SHARES FOR ALL PROPOSALS.

----------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY
- ---------- IN THE ENCLOSED ENVELOPE ------------
----------------------------------------------------------

Please sign exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
- ----------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------------- --------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

- --------------------------- 1. Election of Directors.
MINERALS TECHNOLOGIES INC. For Withhold
- --------------------------- Paul M. Meister [ ] [ ]
401K
Michael F. Pasquale [ ] [ ]

RECORD DATE SHARES: If you do not wish your shares voted
"For" a particular nominee, mark the
"Withhold" box. Your shares will be voted
for the remaining nominee.

2. Ratification of
appointment of auditors. For Against Abstain
[ ] [ ] [ ]

------------------------
Please be sure to sign and date this Proxy. Date
- ---------------------------------------------------------------------

- -------Participant sign here-----------------------------------------

Mark box at right if an address change or comment
has been noted on the reverse side of this card. [ ]

DETACH CARD DETACH CARD

MINERALS TECHNOLOGIES INC.

Dear Participant,

Please take note of the Important Information enclosed with this Proxy Ballot.

Under the Minerals Technologies Inc. Savings & Investment Plan, a participant
may instruct the Trustee to vote at the Minerals Technologies Inc. Annual
Meeting of Stockholders the shares which are allocable to or owned by his or her
account.

If you wish to instruct the Trustee how to vote such shares, please mark the
boxes on the proxy card to indicate how your shares should be voted. Then sign
the card, detach it and return your proxy vote in the enclosed postage paid
envelope. The Trustee will vote any undirected shares of the Company's stock
held by it in direct proportion to the voting of shares for which instructions
have been received. The Trustee will insure that your vote remains confidential.

Your vote must be received prior to the Annual Meeting of Stockholders, May 22,
1997.

Thank you for your prompt consideration of these matters.

Sincerely,

Minerals Technologies Inc.

401K MINERALS TECHNOLOGIES INC. 401K

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Proxies will vote your shares in accordance with your directions on this
card. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE TRUSTEE WILL VOTE
ANY UNDIRECTED SHARES HELD BY IT IN DIRECT PROPORTION TO THE VOTING OF SHARES
FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------------- --------------------------------