exhibit (c)(7) FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to the Agreement and Plan of Merger (the "First Amendment") is made and entered into as of January 2nd, 1997 between Henkel KGaA, HC Investments, Inc. and Loctite...

                                                   exhibit (c)(7)


          FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

      This First Amendment to the Agreement and Plan of Merger
(the "First Amendment") is made and entered into as of January
2nd, 1997 between Xxxxxx KGaA, HC Investments, Inc. and Loctite
Corporation.

      WHEREAS, the parties to this First Amendment are the
parties to that certain Agreement and Plan of Merger (the "Merger
Agreement") dated as of December 5, 1996.

      WHEREAS, the parties now desire to make the following
clarifying amendment to the terms of the Merger Agreement.

      NOW, THEREFORE, the parties hereby agree as follows:

      1.  Section 1.1(a) of the Agreement is hereby amended by
adding the following sentence at the end thereof:

      Parent Sub may assign its right to purchase Shares tendered
      pursuant to the Offer to a newly formed, indirect,
      wholly-owned subsidiary of Parent ("Merger Sub") and the
      obligation of Parent Sub to accept for payment and pay for
      Shares tendered pursuant to the Offer shall be deemed
      satisfied by the purchase of such Shares by Merger Sub.

      2.  Section 2.1 of the Agreement is hereby amended to read
in its entirety as follows:

      Subject to the terms and conditions of this Agreement, at
      the Effective Time (as defined in Section 2.3), Merger Sub
      shall be merged with and into the Company in accordance
      with this Agreement and the separate corporate existence of
      Merger Sub shall thereupon cease (the "Merger"). The
      Company shall be the surviving corporation in the Merger
      (sometimes hereinafter referred to as the "Surviving
      Corporation") and shall continue as an indirect,
      wholly-owned subsidiary of Parent under the name "Loctite
      Corporation." The merger shall have the effects specified
      in the DGCL.

      IN WITNESS WHEREOF, the parties have executed this First
Amendment and caused the same to be duly delivered on their
behalf on the day and year first written above.

                               XXXXXX KGaA

                               By: /s/ Xxxx Xxxxxx
                                  ---------------------------
                                    Name: Xxxx Xxxxxx
                                    Title: General Counsel

                               By: /s/ Xxxxxxxx Xxxxxxxx
                                  ---------------------------
                                    Name: Xxxxxxxx Xxxxxxxx
                                    Title: Tax Director







                               HC INVESTMENTS, INC.

                               By: /s/ Xxxx Xxxxxx
                                  ---------------------------
                                    Name: Xxxx Xxxxxx
                                    Title: Chairman

                               LOCTITE CORPORATION

                               By: /s/ Xxxxx Xxxxxxx
                                  ---------------------------
                                    Name: Xxxxx Xxxxxxx
                                    Title: Chairman


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