CHASE CORP (Form: 10-Q, Received: 04/09/2008 14:40:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended February 29, 2008

Commission File Number: 1-9852

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts		11-1797126
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

(508) 279-1789

(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, and (2) has been subject to such filing requirements for the past 90 days.
YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o				Accelerated filer x
	Non-accelerated filer o (Do not check if a smaller reporting company)				Smaller reporting company o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

The number of shares of Common Stock outstanding as of March 31, 2008 was 8,313,477.

CHASE CORPORATION

INDEX TO FORM 10-Q

For the Quarter Ended February 29, 2008

Part I – FINANCIAL INFORMATION

Item 1 – Unaudited Financial Statements

	Consolidated Balance Sheets as of February 29, 2008 and August 31, 2007	3

	Consolidated Statements of Operations for the three and six months ended February 29, 2008 and February 28, 2007	4

	Consolidated Statement of Stockholders’ Equity for the six months ended February 29, 2008	5

	Consolidated Statements of Cash Flows for the six months ended February 29, 2008 and February 28, 2007	6

	Notes to Consolidated Financial Statements	7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		22

Item 4 – Controls and Procedures		22

Part II – OTHER INFORMATION

Item 1 – Legal Proceedings		23

Item 1A – Risk Factors		23

Item 4 – Submission of Matters to a Vote of Security Holders		23

Item 5 – Other Information		24

Item 6 – Exhibits		24

SIGNATURES		25

Part 1 – FINANCIAL INFORMATION

Item 1 – Unaudited Financial Statements

CHASE CORPORATION
CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	February 29,		August 31,
	2008		2007
ASSETS
Current Assets:
Cash	$	1,139,296	$	2,443,750
Accounts receivable, less allowance for doubtful accounts of $598,824 and $579,536	16,282,446		17,653,982
Inventories	18,789,558		15,135,773
Prepaid expenses and other current assets	930,094		753,818
Deferred income taxes	729,885		729,885
Total current assets	37,871,279		36,717,208

Property, plant and equipment, net	21,890,014		19,758,276

Other Assets
Goodwill	14,868,349		14,575,640
Intangible assets, less accumulated amortization of $3,708,801 and $3,134,274	6,507,812		7,063,178
Cash surrender value of life insurance	4,650,199		4,588,600
Restricted investments	975,542		1,187,488
Other assets	53,901		74,519
	$	86,817,096	$	83,964,909
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	7,720,128	$	7,135,266
Accrued payroll and other compensation	2,615,389		2,857,524
Accrued expenses - current	3,915,065		2,864,457
Accrued income taxes	751,736		1,092,766
Current portion of long-term debt	1,050,000		2,210,000
Total current liabilities	16,052,318		16,160,013

Long-term debt, less current portion	3,365,709		3,822,500
Deferred compensation	3,228,282		3,489,763
Accrued pension expense	3,591,161		3,271,901
Accrued expenses	—		254,052
Deferred income taxes	728,760		754,718

Commitments and Contingencies (Note 8)

Stockholders’ Equity
First Serial Preferred Stock, $1.00 par value: Authorized 100,000 shares; none issued
Common stock, $.10 par value: Authorized 20,000,000 shares at February 29, 2008 and 10,000,000 shares at August 31, 2007; 8,305,977 shares at February 29, 2008 and 8,219,350 shares at August 31, 2007 issued and outstanding	830,598		821,935
Additional paid-in capital	3,368,981		2,680,170
Accumulated other comprehensive income	483,981		583,799
Retained earnings	55,167,306		52,126,058
Total stockholders’ equity	59,850,866		56,211,962
Total liabilities and stockholders’ equity	$	86,817,096	$	83,964,909

See accompanying notes to the consolidated financial statements

CHASE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	Three Months Ended						Six Months Ended
	February 29, 2008			February 28, 2007			February 29, 2008			February 28, 2007

Revenue
Sales	$	27,871,519		$	27,082,315		$	62,095,397		$	57,767,743
Royalty and commissions	375,058			421,373			787,018			980,541
	28,246,577			27,503,688			62,882,415			58,748,284
Costs and Expenses
Cost of products and services sold	19,708,382			20,031,761			42,672,334			41,827,359
Selling, general and administrative expenses	5,660,308			5,133,211			11,863,485			10,348,989

Operating income	2,877,887			2,338,716			8,346,596			6,571,936

Interest expense	(62,751		)	(246,423		)	(145,703		)	(491,351		)
Other income, net	144,808			85,000			273,965			140,737

Income before income taxes	2,959,944			2,177,293			8,474,858			6,221,322

Income taxes	1,095,179			805,598			3,135,697			2,301,889

Net income	$	1,864,765		$	1,371,695		$	5,339,161		$	3,919,433

Net income per common and common equivalent share
Basic	$	0.23		$	0.17		$	0.65		$	0.49
Diluted	$	0.22		$	0.16		$	0.62		$	0.47

Weighted average shares outstanding
Basic	8,280,098			8,031,670			8,226,315			7,957,306
Diluted	8,633,253			8,338,918			8,570,050			8,267,270

See accompanying notes to the consolidated financial statements

CHASE CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

SIX MONTHS ENDED FEBRUARY 29, 2008

(UNAUDITED)

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-In			Comprehensive			Retained			Stockholders’			Comprehensive
	Shares		Amount			Capital			Income			Earnings			Equity			Income
Balance at August 31, 2007	8,219,350		$	821,935		$	2,680,170		$	583,799		$	52,126,058		$	56,211,962
Change in accounting for income tax uncertainties pursuant to adoption of FIN 48													(230,198	)	(230,198		)
Restricted stock grants	53,169			5,317			(5,317	)							—
Amortization of restricted stock grants						148,638									148,638
Stock grants	400			40			7,600								7,640
Exercise of stock options	27,500		2,750			145,687									148,437
Common stock received for payment of stock option exercise	(1,091	)	(109		)	(20,891		)							(21,000		)
Tax benefit from exercise of stock options						308,759									308,759
Common stock issuance pursuant to fully vested restricted stock units	6,649		665			104,335									105,000
Cash dividend paid, $0.25 per share												(2,067,715		)	(2,067,715		)
Foreign currency translation adjustment, net of tax									(23,545		)				(23,545		)	$	(23,545	)
Net unrealized (loss) on restricted investments, net of tax									(76,273		)				(76,273		)	(76,273		)
Net income												5,339,161			5,339,161			5,339,161
Comprehensive income															—			$	5,239,343
Balance at February 29, 2008	8,305,977		$	830,598		$	3,368,981		$	483,981		$	55,167,306		$	59,850,866

See accompanying notes to the consolidated financial statements

CHASE CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	February 29, 2008			February 28, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	5,339,161		$	3,919,433
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	1,342,836			1,178,224
Amortization	587,484			431,483
Provision for losses on trade receivables	19,582			122,471
Stock based compensation	925,590			430,011
Excess tax benefit from exercise of stock options	(308,759		)	(1,929,730		)
Increase (decrease) from changes in assets and liabilities
Accounts receivable	1,426,881			1,151,144
Inventories	(3,290,128		)	(2,156,784		)
Prepaid expenses & other assets	(178,182		)	(1,760,262		)
Accounts payable	284,944			(219,646		)
Accrued expenses	(125,630		)	1,336,188
Accrued income taxes	(285,603		)	1,153,416
Deferred compensation	(823,531		)	(474,650		)
Net cash provided by operating activities	4,914,645			3,181,298

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(1,497,078		)	(565,109		)
Purchases of intangible assets	—			(5,999		)
Contingent purchase price for acquisition	(5,277		)	—
Payments for acquisitions, net of cash acquired	(1,489,769		)	(1,690,000		)
Investment in restricted investments, net of withdrawals	135,673			2,579
Distributions from cost based investment	20,619			—
Payments for cash surrender value life insurance, net of valuation decrease	(61,599		)	(61,599		)
Net cash used in investing activities	(2,897,431		)	(2,320,128		)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on long-term debt	14,719,810			19,460,749
Payments of principal on debt	(16,336,601		)	(19,882,820		)
Dividend paid	(2,067,715		)	(1,589,162		)
Proceeds from exercise of common stock options	127,437			684,768
Excess tax benefit from exercise of stock options	308,759			1,929,730
Payments of statutory minimum taxes on stock options and restricted stock	—			(1,444,852		)
Net cash used in financing activities	(3,248,310		)	(841,587		)

INCREASE (DECREASE) IN CASH	(1,231,096		)	19,583
Effect of foreign exchange rates on cash	(73,358		)	101,626
CASH, BEGINNING OF PERIOD	2,443,750			2,416,097
CASH, END OF PERIOD	$	1,139,296		$	2,537,306

Non-cash Investing and Financing Activities
Issuance of stock based compensation previously accrued for	$	105,000		$	113,933
Common stock received for payment of stock option exercises	$	21,000		$	3,079,588
Accrued contingent payments related to acquisitions	$	—		$	110,000

See accompanying notes to the consolidated financial statements

CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 - Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Therefore, they do not include all information and footnote disclosure necessary for a complete presentation of Chase Corporation’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. Chase Corporation (“Chase” or the “Company”) filed audited financial statements which included all information and notes necessary for such presentation for the three years ended August 31, 2007 in conjunction with the Company’s 2007 Annual Report on Form 10-K.

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of February 29, 2008, the results of operations and cash flows for the interim periods ended February 29, 2008 and February 28, 2007, and changes in stockholders’ equity for the interim period ended February 29, 2008.

The financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company uses the U.S. dollar as the reporting currency for financial reporting. Foreign currency translation gains and losses are determined using current exchange rates for monetary items and historical exchange rates for other balance sheet items.

Certain amounts reported in prior years have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the Company’s financial position or results of operations.

The results of operations for the interim period ended February 29, 2008 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2007, which are contained in the Company’s 2007 Annual Report on Form 10-K.

On June 27, 2007, Chase Corporation completed a two-for-one stock split, in the form of a 100% stock dividend. The stock split entitled all stockholders of record at the close of business on June 13, 2007 to receive one additional share of the Company’s common stock, par value $.10 per share, for each share of Common Stock held on that date. All references to common shares and per share amounts herein have been restated to reflect the stock split for all periods presented.

CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 – Inventories

Inventories consist of the following as of February 29, 2008 and August 31, 2007:

	February 29, 2008		August 31, 2007
Raw materials	$	10,596,436	$	8,245,933
Finished and in process	8,193,122		6,889,840
Total Inventories	$	18,789,558	$	15,135,773

Note 3 – Net Income Per Share

Net income per share is calculated as follows:

	Three Months Ended				Six Months Ended
	February 29, 2008		February 28, 2007		February 29, 2008		February 28, 2007
Net income	$	1,864,765	$	1,371,695	$	5,339,161	$	3,919,433

Weighted average common shares outstanding	8,280,098		8,031,670		8,226,315		7,957,306
Additional dilutive common stock equivalents	353,155		307,248		343,735		309,964
Diluted shares outstanding	8,633,253		8,338,918		8,570,050		8,267,270

Net income per share - Basic	$	0.23	$	0.17	$	0.65	$	0.49
Net income per share - Diluted	$	0.22	$	0.16	$	0.62	$	0.47

Note 4 – Stock Based Compensation

As part of their annual retainer, non-employee members of the Board of Directors receive $15,000 of Chase Corporation common stock, in the form of Restricted Stock or Restricted Stock Units valued at the closing price of the day preceding the first day of the new year of Board service which generally coincides with the Company’s annual shareholder meeting. The stock award will vest one year from the date of grant. In January 2008 non-employee members of the Board received a total grant of 4,569 shares of restricted stock for service for the period from February 1, 2008 through February 1, 2009. The shares of restricted stock will vest at the conclusion of this service period. The Company is recognizing this compensation expense over the twelve month vesting period on a ratable basis.

In August 2007, the Board of Directors of Chase Corporation approved a plan for issuing a performance and service based restricted stock grant of approximately 48,600 shares to key members of management with an issue date of September 1, 2007 and a vesting date of August 31, 2010. These shares are subject to a performance measurement based upon the results of fiscal 2008 which will determine the final calculation of the number of shares that will be issued (which may be greater than or less than 48,600 shares). Compensation expense is being recognized on a ratable basis over the vesting period based on quarterly probability assessments.

Note 5 – Segment Information

The Company operates in two business segments, a Specialized Manufacturing segment and an Electronic Manufacturing Services segment. Specialized Manufacturing products include insulating and conducting materials for wire and cable manufacturers, custom pressure sensitive labels, protective coatings for pipeline applications and moisture protective coatings for electronics, as well as high performance polymeric asphalt additives. Electronic Manufacturing Services include printed circuit board and electro-mechanical

CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

assembly services for the electronics industry. The Company evaluates segment performance based upon income before income taxes.

The following table summarizes information about the Company’s reportable segments:

	Three Months Ended						Six Months Ended
	February 29, 2008			February 28, 2007			February 29, 2008			February 28, 2007
Revenues from external customers
Specialized Manufacturing	$	24,205,162		$	22,725,032		$	53,795,869		$	49,609,001
Electronic Manufacturing Services	4,041,415			4,778,656			9,086,546			9,139,283
Total	$	28,246,577		$	27,503,688		$	62,882,415		$	58,748,284

Income before income taxes
Specialized Manufacturing	$	3,752,907		$	2,964,768		$	10,200,770		$	8,059,196
Electronic Manufacturing Services	470,253			578,850			1,046,220			951,454
Total for reportable segments	4,223,160			3,543,618			11,246,990			9,010,650
Corporate and Common Costs	(1,263,216		)	(1,366,325		)	(2,772,132		)	(2,789,328		)
Total	$	2,959,944		$	2,177,293		$	8,474,858		$	6,221,322

	February 29, 2008		August 31, 2007
Total assets
Specialized Manufacturing	$	63,545,632	$	59,725,253
Electronic Manufacturing Services	13,904,862		12,988,314
Total for reportable segments	77,450,494		72,713,567
Corporate and Common Assets	9,366,602		11,251,342
Total	$	86,817,096	$	83,964,909

Note 6 – Goodwill and Other Intangibles

The changes in the carrying value of goodwill, by reportable segment, are as follows:

	Specialized Manufacturing			Electronic Manufacturing Services		Consolidated
Balance at August 31, 2007	$	8,576,752		$	5,998,888	$	14,575,640
Acquisition of E-Poxy Engineered Materials - additional earnout	5,277			—		5,277
Chase Protective Coatings Ltd.	322,542			—		322,542
FX translation adjustment	(35,110		)	—		(35,110		)
Balance at February 29, 2008	$	8,869,461		$	5,998,888	$	14,868,349

Management is still finalizing the purchase price allocation for assets acquired by the Company’s wholly owned subsidiary, Chase Protective Coatings Ltd. (see Note 7). Accordingly, the amount allocated to goodwill above as well as other identifiable intangible assets will be finalized no later than the end of the current fiscal year (August 31, 2008).

The Company evaluates the possible impairment of goodwill annually each fourth quarter and whenever events or circumstances indicate the carrying value of goodwill may not be recoverable.

CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Intangible assets subject to amortization consist of the following at February 29, 2008 and August 31, 2007:

	Weighted-Average	Gross Carrying	Accumulated	Net Carrying
	Amortization Period	Value	Amortization	Value
February 29, 2008
Patents and agreements	12.7 years	2,243,678	1,767,576	476,102
Formulas	9.2 years	1,261,235	355,425	905,810
Trade names	3.8 years	281,294	175,718	105,576
Customer lists and relationships	10.7 years	6,418,791	1,410,082	5,008,709

August 31, 2007
Patents and agreements	12.7 years	2,243,678	1,660,166	583,512
Formulas	9.2 years	1,261,235	279,647	981,588
Trade names	3.8 years	281,294	136,056	145,238
Customer lists and relationships	10.7 years	6,399,630	1,058,405	5,341,225

In addition to the intangible assets summarized above, the Company also has corporate trademarks with an indefinite life and a carrying value of $11,615 at February 29, 2008 and August 31, 2007.

Aggregate amortization expense related to intangible assets for the six months ended February 29, 2008 and February 28, 2007 was $587,484 and $431,483, respectively. Estimated amortization expense for the remainder of fiscal year 2008 and for each of the five succeeding fiscal years is as follows:

Years ending August 31,
2008 (remaining six months)	$	494,728
2009	927,941
2010	828,631
2011	775,576
2012	754,986
2013	638,098
	$	4,419,960

Note 7 – Acquisitions

Chase Protective Coatings Ltd.

On September 1, 2007, Chase Corporation purchased certain product lines and manufacturing facility in Rye, East Sussex, England through its wholly owned subsidiary, Chase Protective Coatings Ltd. For over 35 years, this business has been a leading manufacturer of waterproofing and corrosion protection systems for oil, gas and water pipelines and has been a major supplier to Europe, the Middle East and Southeast Asia. The purchase price for this acquisition was £738,936 (US $1,489,769 at the time of the acquisition) and was financed out of cash flow from the Company’s operations. The effective date for this acquisition was September 1, 2007 and the results of this acquisition have been included in the Company’s financial statements since then.

Management is still finalizing the purchase price allocation as it relates to the value of the intangible assets acquired. All assets acquired, including goodwill, are included in the Company’s Specialized Manufacturing Segment.

CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 8 – Commitments and Contingencies

From time to time, the Company is involved in litigation incidental to the conduct of its business. The Company is not party to any lawsuit or proceeding that, in management’s opinion, is likely to seriously harm the Company’s business, results of operations, financial conditions or cash flows.

The Company is one of over 100 defendants in a personal injury lawsuit, pending in Ohio, which alleges personal injury from exposure to asbestos contained in certain Chase products. The plaintiff in the case issued discovery requests to Chase in August 2005, to which Chase timely responded in September 2005. The trial had initially been scheduled to begin on April 30, 2007. However, that date has since been postponed and no new trial date has been set. Since that time, the Ohio lawsuit has been inactive with respect to Chase.

Note 9 – Long Term Debt

The Company has a long-term unsecured revolving credit facility available up to a maximum amount of $10 million at the bank’s base lending rate or, at the option of the Company, at the effective 30-Day London Interbank Offered Rate (LIBOR) plus 1.25 percent. The outstanding balance and weighted average interest rate of outstanding balances on this credit facility was $832,111 and 4.37%, respectively, at February 29, 2008. The outstanding balance on this long-term unsecured credit facility is included in scheduled principal payments at its maturity. On February 29, 2008, the Company executed an amendment to this credit facility, extending its maturity to March 31, 2011. All other terms of the credit facility remain the same.

Note 10 - Pensions and Other Post Retirement Benefits

The components of net periodic benefit cost for the three and six months ended February 29, 2008 and February 28, 2007 are as follows:

	Three Months Ended						Six Months Ended
	February 29, 2008			February 28, 2007			February 29, 2008			February 28, 2007
Service cost	$	103,313		$	104,220		$	206,626		$	208,440
Interest cost	125,913			125,320			251,826			250,640
Expected return on plan assets	(101,714		)	(110,778		)	(203,428		)	(221,556		)
Amortization of prior service cost	21,996			21,996			43,992			43,992
Amortization of unrecognized loss	10,122			12,242			20,244			24,484
Net periodic benefit cost	$	159,630		$	153,000		$	319,260		$	306,000

When funding is required, the Company’s policy is to contribute amounts that are deductible for federal income tax purposes. As of February 29, 2008, the Company was not required to make any contributions nor did it make any voluntary contributions to the pension plan in the current fiscal year.

CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 11 – Income Taxes

Effective September 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result of the implementation of FIN 48, the Company performed a comprehensive review of its uncertain tax positions and identified $230,198 in unrecognized tax benefits that were accounted for as a reduction to the September 1, 2007 balance of retained earnings, in accordance with the adoption provisions of FIN 48. At September 1, 2007, the total amount of unrecognized tax benefits was $639,530. If this amount were recognized, it would favorably impact the effective tax rate for the period of recognition. The Company does not anticipate unrecognized tax benefits will significantly increase or decrease within the next twelve months.

The unrecognized tax benefits mentioned above include an aggregate $291,338 of interest and accrued penalties. Upon adoption of FIN 48, the Company has elected an accounting policy to classify interest expense on underpayments of income taxes and accrued penalties related to unrecognized tax benefits in the income tax provision. Prior to the adoption of FIN 48, the Company’s policy was to classify interest expense on underpayments of income taxes as interest expense and to classify penalties as an operating expense in arriving at earnings before income taxes.

The Company is subject to U.S. federal income tax as well as to income tax of multiple state jurisdictions and foreign tax jurisdictions. The statute of limitations for all material federal, state, and local tax filings remains open for tax years subsequent to 2003. All tax years in foreign jurisdictions currently remain open, as the company’s international operations did not commence until 2005.

Note 12 – Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“FAS 157”). The provisions of FAS 157 define fair value, establish a framework for measuring fair value in generally accepted accounting principles, and expand disclosures about fair value measurements. The provisions of FAS 157 are effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position 157-2 (“FSP 157-2”) which defers the effective date of FAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP 157-2 will apply to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of the provisions of FAS 157.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FAS No. 115”, (“FAS 159”). FAS 159 allows measurement at fair value of eligible financial assets and liabilities that are not otherwise measured at fair value. If the fair value option for an eligible item is elected, unrealized gains and losses on that item shall be reported in current earnings at each subsequent reporting date. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between the different measurements attributes the company elects for similar types of assets and liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is assessing the impact, if any, the adoption of FAS 159 will have on its consolidated financial statements.

CHASE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), which replaces FAS 141. FAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entity’s fiscal year that begins after December 15, 2008. Earlier adoption is prohibited. The Company expects that FAS 141R will have an impact on accounting for business combinations once adopted, but the effect is dependent upon acquisitions at that time.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“FAS 160”). FAS 160 establishes accounting and reporting standards that require the ownership interest in subsidiaries held by parties other than the parent be clearly identified and presented in the consolidated balance sheets within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of earnings; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. This statement is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

In September 2006, the FASB ratified Emerging Issues Task Force (“EITF”) Issue 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” In accordance with EITF Issue 06-4, an agreement by the employer to share a portion of the proceeds of a life insurance policy with the employee during the post retirement period is a postretirement benefit arrangement that must be accounted for under FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (FAS 106), or APB Opinion No. 12, Omnibus Opinion—1967 (APB 12). EITF Issue 06-4 becomes effective in the first quarter of fiscal 2009 (fiscal year beginning September 1, 2008). The Company is currently evaluating the potential impact of EITF Issue 06-4.

In March 2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue 06-10, “Accounting for the Deferred Compensation and Postretirement Benefits Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements.” In accordance with EITF Issue 06-10, an employer should recognize a liability for the postretirement benefit related to a collateral assignment split-dollar life insurance arrangement in accordance with either FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (FAS 106), or APB Opinion 12, Omnibus Opinion—1967 (APB 12). EITF Issue 06-10 becomes effective in the first quarter of fiscal 2009 (fiscal year beginning September 1, 2008). The Company is currently evaluating the potential impact of EITF Issue 06-10.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides an analysis of the Company’s financial condition and results of operations and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K filed for the fiscal year ended August 31, 2007.

Recent Developments

In September 2007, Chase Corporation purchased certain product lines and manufacturing facility in Rye, East Sussex, England through its wholly owned subsidiary, Chase Protective Coatings Ltd. For over 35 years, this business has been a leading manufacturer of waterproofing and corrosion protection systems for oil, gas and water pipelines and has been a major supplier to Europe, the Middle East and Southeast Asia. This new acquisition joins Chase’s North American based Tapecoat® and Royston® brands to broaden the protective coatings product line and better address increasing global demand.

Overview

The company’s overall performance in the first six months of fiscal year 2008 continues to exceed prior year results. Revenue for the Specialized Manufacturing segment displayed a healthy increase over the same period last year, despite the challenging conditions of today’s marketplace due to the economic uncertainty that is affecting many manufacturing companies. The formation of Humiseal Europe SARL in March 2007 and Chase Protective Coatings Ltd. in September 2007 contributed to the revenue growth along with the organic sales growth seen from existing facilities and product lines. In spite of the inflation that has impacted raw materials prices, favorable product mix coupled with management’s emphasis on making strategic purchases have helped maintain solid margins on most of the Company’s key product lines through the first half of fiscal 2008. During the remainder of the fiscal year, management will closely monitor raw material purchasing efforts as additional pressure on profit margins is expected with increasing raw material and energy costs.

The Chase Electronic Manufacturing Services segment observed a decrease in customer orders in the first month of the quarter (December) which led to a reduction in revenues in the second quarter compared to the same period in the prior year. Although sales fell short of prior year results, the related effect on profitability was minimized due to lower than anticipated raw material costs and customer mix. Management’s continued focus on expanding its customer base led to an increase in customer orders over the later half of the second quarter. For the remainder of fiscal 2008, management’s attention will be to maintain a healthy backlog of customer orders and proactively manage overhead costs to assist with profitability.

The Company continues to renovate its recently acquired manufacturing plant in the Pittsburgh area and anticipates that the majority of the building improvements will be completed over the remainder of the current calendar year. This facility will allow for additional production capacity and improved efficiencies with existing product lines, and will also provide space to integrate future acquisitions.

During the upcoming quarter, management will continue to pay close attention to the overall economy, including the housing market, inflation, and cost of petroleum related goods and services and the impact that the global markets will have on the Company’s eight core product lines. Brands such as HumiSeal®, Paper Tyger®, Chase & Sons® and Chase BlH 2 Ock® remain a primary focus in the Company’s effort to grow sales organically; however, management continues to seek strategic acquisitions to bolster future growth.

The Company has two reportable segments summarized below:

Segment	Product Lines	Manufacturing Focus and Products
Specialized Manufacturing Segment	· Wire and Cable · Electronic Coatings · Transportation · Pipeline · Construction · Packaging and Industrial · Digital and Print Media	Produces protective coatings and tape products including insulating and conducting materials for wire and cable manufacturers, protective coatings for pipeline applications, moisture protective coatings for electronics, high performance polymeric asphalt additives and custom pressure sensitive labels.

Electronic Manufacturing Services Segment	· Contract Electronic Manufacturing Services	Provides assembly and turnkey contract manufacturing services including printed circuit board and electromechanical assembly services to the electronics industry operating principally in the United States.

Results of Operations

Revenues and Operating Profit by Segment are as follows (dollars in thousands)

			Income Before			% of
	Revenue		Income Taxes			Revenue

Three Months Ended February 29, 2008
Specialized Manufacturing	$	24,205	$	3,753		16	%
Electronic Manufacturing Services	4,042		470			12
	$	28,247	4,223			15
Less corporate and common costs			(1,263		)
Income before income taxes			$	2,960

Three Months Ended February 28, 2007
Specialized Manufacturing	$	22,725	$	2,965		13	%
Electronic Manufacturing Services	4,779		579			12
	$	27,504	3,544			13
Less corporate and common costs			(1,367		)
Income before income taxes			$	2,177

Six Months Ended February 29, 2008
Specialized Manufacturing	$	53,796	$	10,201		19	%
Electronic Manufacturing Services	9,086		1,046			12
	$	62,882	11,247			18
Less corporate and common costs			(2,772		)
Income before income taxes			$	8,475

Six Months Ended February 28, 2007
Specialized Manufacturing	$	49,609	$	8,059		16	%
Electronic Manufacturing Services	9,139		951			10
	$	58,748	9,010			15
Less corporate and common costs			(2,789		)
Income before income taxes			$	6,221

Total Revenues

Total revenues increased $743,000 or 3% to $28,247,000 for the quarter ended February 29, 2008 compared to $27,504,000 in the same quarter of the prior year. Total revenues increased $4,134,000 or 7% to $62,882,000 in the fiscal year to date period compared to $58,748,000 in the same period in fiscal 2007.

Revenues from the Company’s Specialized Manufacturing segment increased $1,480,000 and $4,187,000, in the current quarter and year to date periods, respectively. The increase in revenues as compared to the prior year periods is primarily due to the following for the current quarter and year to date periods, respectively: (a) increased sales from the Company’s European Operations due to the establishment of HumiSeal Europe SARL in March 2007 and Chase Protective Coatings in September 2007 accounted for $1,507,000 and $3,290,000, (b) increased sales from the Pipeline and Construction product lines of $379,000 and $1,454,000, and (c) increased sales of Electronic Coatings sold from the U.S. of $201,000 and $764,000. These increases in revenues were partially offset by the following for the quarter and year to date periods, respectively (a) decreased sales of $268,000 and $961,000 in the Wire & Cable market primarily due to decreased demand and greater competition related to co-axial shielding tapes, and (b) decreased sales of $478,000 and $432,000 in the Transportation product line.

Compared to the prior year periods, revenues from the Company’s Electronic Manufacturing Services segment decreased $737,000 and $53,000 in the current quarter and year to date periods, respectively. The decrease in revenues in the current quarter is a result of decreased orders seen in the first month of the quarter (December) as the Company’s key customers in this segment were assessing their inventory levels and closely monitoring their customer’s demand at the end of the calendar year. The current backlog for Chase EMS is healthy at $9.0 million as of March 31, 2008.

Cost of Products and Services Sold

Cost of products and services sold decreased $324,000 or 2% to $19,708,000 for the quarter ended February 29, 2008 compared to $20,032,000 in the prior year quarter. Cost of products and services sold increased $845,000 or 2% to $42,672,000 in the fiscal year to date period compared to $41,827,000 in the same period in fiscal 2007.

Cost of products and services sold in the Company’s Specialized Manufacturing segment were $16,436,000 and $35,242,000 in the current quarter and year to date periods compared to $16,065,000 and $34,234,000 in the comparable periods in the prior year. Cost of products and services sold in the Company’s Electronic Manufacturing Services segment were $3,272,000 and $7,430,000 in the current quarter and year to date periods compared to $3,967,000 and $7,593,000 in the comparable periods in the prior year.

The following table summarizes the relative percentages of revenues for costs of products and services sold for both of the Company’s reporting segments:

	Three Months Ended				Six Months Ended
	February 29, 2008		February 28, 2007		February 29, 2008		February 28, 2007
Specialized Manufacturing	68	%	71	%	66	%	69	%
Electronic Manufacturing Sevices	81	%	83	%	82	%	83	%
Total	70	%	73	%	68	%	71	%

The dollar value increase in cost of goods sold in the Specialized Manufacturing segment was a direct result of increased revenues during the first half of fiscal 2008. Favorable product mix coupled with continued focus and scrutiny on material purchases have helped margins on most of the Company’s key

product lines through the first half of fiscal 2008. Additionally, a continued focus on leveraging the Company’s fixed costs and improving manufacturing efficiencies has helped overall margins.

The decrease in dollar value of cost of products and services sold in the Company’s Electronic Manufacturing segment was primarily a result of lower revenues in the first six months of fiscal 2008. The slight decrease as a percentage of revenues in cost of products and services sold in this segment was primarily attributable to the product sales mix observed as there were more sales of higher margin products during the first half of fiscal 2008.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $527,000 or 10% to $5,660,000 for the quarter ended February 29, 2008 compared to $5,133,000 in the prior year quarter. Selling, general and administrative expenses increased $1,514,000 or 15% to $11,863,000 in the fiscal year to date period compared to $10,349,000 in the same period in fiscal 2007.

The increase in the current quarter and year to date period over the prior year periods is attributable to: (a) increased employee head count, due to acquisitions and organic volume growth, along with rising employee-related benefits, including health care costs; (b) the timing of costs related to professional services required for compliance with the internal control reporting requirements of Section 404 of the Sarbanes-Oxley Act as greater costs were incurred in the second half of last year given it was the Company’s initial year of compliance; (c) increased stock based compensation related to the Company’s long term incentive plan; and (d) increased sales commissions due to the Company’s positive sales variance in the current year.

Interest Expense

Interest expense decreased $183,000 or 74% to $63,000 for the quarter ended February 29, 2008 compared to $246,000 in the prior year quarter. Interest expense decreased $345,000 or 70% to $146,000 for the fiscal year to date period ended February 29, 2008 compared to $491,000 in the same period in fiscal 2007. The decrease in interest expense in both the current quarter and year to date period over the prior year periods is a direct result of the reduction in the Company’s overall debt balances through principal payments from operating cash flow and an overall decrease in interest rates in fiscal 2008. The Company expects to continue to pay down its debt through operating cash flow in fiscal 2008 and receive the benefits from favorable borrowing rates from its financial institutions.

Other Income (Expense)

Other income increased $60,000 or 71% to $145,000 for the quarter ended February 29, 2008 compared to $85,000 in the prior year quarter. Other income increased $133,000 or 94% to $274,000 for the fiscal year to date period ended February 29, 2008 compared to $141,000 in the same period in fiscal 2007. Other income includes bank interest earned by the Company’s Humiseal Europe division and monthly rental income of $14,875 on property (building and land) owned by the Company and leased to Sunburst Electronic Manufacturing Solutions, Inc. under a thirty-six month rental agreement commencing on December 1, 2006 and expiring on November 30, 2009. The quarterly and fiscal year to date increase over the prior year periods consists primarily of bank interest and exchange gains earned by the Company’s Humiseal Europe division.

Net Income

Net income increased $493,000 or 36% to $1,865,000 in the quarter ended February 29, 2008 compared to $1,372,000 in the prior year quarter. Net income increased $1,420,000 or 36% to $5,339,000 for the fiscal year to date period ended February 29, 2008 compared to $3,919,000 in the same period in fiscal 2007. The increase in net income in both the current quarter and year to date periods over the prior year

periods is primarily due to increased revenue growth in the Company’s core product lines coupled with the Company’s ability to leverage its fixed costs and properly manage its increasing raw material costs.

Liquidity and Sources of Capital

The Company’s cash balance decreased $1,305,000 to $1,139,000 at February 29, 2008 from $2,444,000 at August 31, 2007. Generally, the Company manages its borrowings and payments under its revolving line of credit in order to maintain a low cash balance. The higher cash balance at August 31, 2007 was a result of cash flow generated during the year being held for the assets acquired by Chase Protective Coatings Ltd. which were purchased in September 2007 (fiscal 2008). Management continues to review its current cash balances denominated in foreign currency in light of current tax guidelines and potential acquisitions.

Cash flow provided by operations was $4,915,000 in the first six months of fiscal year 2008 compared to $3,181,000 in the prior year period. Cash provided by operations during the first half of fiscal 2008 was primarily due to operating income and increased collection of accounts receivable offset by purchases of raw materials.

The ratio of current assets to current liabilities was 2.4 as of February 29, 2008 compared to 2.3 as of August 31, 2007. Increases in inventory, due to increased demand and overall sales volume, along with decreases in accrued income taxes and the current portion of long-term debt were the primary contributors to the increased working capital.

Cash flow used in investing activities of $2,897,000 was primarily due to $1,490,000 paid for the assets acquired by Chase Protective Coatings Ltd., $630,000 paid for purchases related to the build out of the Company’s manufacturing facility in Pittsburgh, and cash paid for purchases of machinery and equipment at the Company’s other manufacturing locations during fiscal 2008.

Cash flow used in financing activities of $3,248,000 reflected the annual dividend payment and the Company’s ability to use excess cash generated from operating results to pay off existing long-term debt, including $2,570,000 to pay the outstanding balance of the term note used to finance the Company’s October 2005 acquisition of Concoat Holdings Limited.

On October 15, 2007, the Company announced a cash dividend of $0.25 per share (totaling $2,067,715) to shareholders of record on October 31, 2007, payable on December 3, 2007.

The Company continues to have long-term unsecured credit available up to a maximum amount of $10 million at the bank’s base lending rate or, at the option of the Company, at the effective 30-Day London Interbank Offered Rate (LIBOR) plus 1.25 percent. The outstanding balance and weighted average interest rate of outstanding balances on this credit facility was $0.8 million and 4.37%, respectively, at February 29, 2008. The Company had $9.2 million in available credit at February 29, 2008 under this credit facility and plans to use this availability to help finance its cash needs in fiscal 2008 and future periods. The outstanding balance on this long-term unsecured credit facility is included in scheduled principal payments at its maturity. On February 29, 2008, the Company executed an amendment to this credit facility, extending its maturity to March 31, 2011.

As of March 31, 2008, the Company had $9.5 million in available credit under this credit facility.

Under the terms of the Company’s credit facility, the Company must comply with certain debt covenants related to (a) the ratio of total liabilities to tangible net worth and (b) the ratio of operating cash flow to debt service on a rolling twelve month basis. The Company was in compliance with its debt covenants as of February 29, 2008.

The Company currently has an on-going capital project that is related to the build out of its newly acquired manufacturing facility in greater Pittsburgh, PA. It also plans on adding additional machinery and equipment as needed to increase capacity or to enhance operating efficiencies in its other manufacturing plants. Additionally, the Company may consider the acquisitions of companies or other assets in fiscal 2008 which are complementary to its business. The Company believes that its existing resources, including its primary credit facility, together with cash generated from operations and additional bank borrowings, will be sufficient to fund its cash flow requirements through at least the next twelve months. However, there can be no assurances that such financing will be available at favorable terms, if at all.

To the extent that interest rates increase in future periods, the Company will assess the impact of these higher interest rates on the financial and cash flow projections of its potential acquisitions.

The Company does not have any significant off balance sheet arrangements.

Recently Issued Accounting Standards

earnings; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. This statement is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Critical Accounting Policies

Forward Looking Information

The part of this Quarterly Report on Form 10-Q captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains certain forward-looking statements, which involve risks and uncertainties. These statements are based on current expectations, estimates and projections about the industries in which we operate, general economic conditions, management’s beliefs and assumptions made by management. Readers should refer to the discussions under “Forward Looking Information” and “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2007 concerning certain factors that could cause the Company’s actual results to differ materially from the results anticipated in such forward-looking statements. These discussions and Risk Factors are hereby incorporated by reference into this Quarterly Report.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

The Company limits the amount of credit exposure to any one issuer. At February 29, 2008, other than the Company’s restricted investments (which are restricted for use in a non qualified retirement savings plan for certain key employees and Directors), all of the Company’s funds were in demand deposit accounts. If the Company places its funds in other than demand deposit accounts, it uses instruments that meet high credit quality standards such as money market funds, government securities, and commercial paper.

The Company’s domestic operations have limited currency exposure since substantially all invoices are denominated in U.S. dollars. With the addition of the Company’s European operations over the past two years, the exposure to currency exchange fluctuation has increased. The Company continues to review its policies and procedures to reduce this exposure while maintaining the benefit from these operations and sales to other European customers. Historically, the Company has maintained minimal cash balances outside the U.S. As of February 29, 2008, the Company had cash balances in the United Kingdom for its Humiseal Europe Ltd and Chase Protective Coatings divisions denominated primarily in pounds sterling and equal to US $631,974 and cash balances in France for its HumiSeal Europe SARL division denominated primarily in euros and equal to US $450,960. Management continues to review its current cash balances denominated in foreign currency in light of current tax guidelines and potential acquisitions.

The Company incurred a foreign currency translation loss, net of tax for the six months ended February 29, 2008 in the amount of $23,545 related to its European operations which is recorded in other comprehensive income (loss) within the Company’s Statement of Stockholders’ Equity. The Company does not have or utilize any derivative financial instruments for speculative or trading purposes.

Item 4 - Controls and Procedures

Evaluation of disclosure controls and procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carries out a variety of on-going procedures, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

Changes in internal control over financial reporting

There was no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1 – Legal Proceedings

Item 1A – Risk Factors

Please refer to Item 1A in the Company’s Form 10-K for the fiscal year ended August 31, 2007 for a complete discussion for the risk factors which could materially affect the Company’s business, financial condition or future results.

Item 4 - Submission of Matters to a Vote of Security Holders

The following matters were approved at the Company’s Annual Stockholders Meeting, which was held on January 30, 2008.

Proposal 1- For the election of nominees for the Board of Directors

Name of Director	In Favor	Authority Withheld
Peter R. Chase	7,547,949	95,764
Mary Claire Chase	7,544,609	99,104
William H. Dykstra	7,419,907	223,806
J. Brooks Fenno	7,568,500	75,213
Lewis P. Gack	7,571,031	72,682
George M. Hughes	7,384,698	259,015
Ronald Levy	7,563,700	80,013

Proposal 2- For the approval of an amendment to the Articles of Organization to increase the number of authorized shares of common stock from 10,000,000 to 20,000,000

In Favor		Against		Abstained
7,460,831		178,046		4,832

Proposal 3 – For the ratification of PricewaterhouseCoopers LLP as the corporation’s independent registered public accounting firm for the fiscal year ending August 31, 2008

In Favor		Against		Abstained
7,614,216		24,973		4,524

Item 5 – Other Information

On February 29, 2008, the Company entered into an amendment to its existing unsecured credit facility between the Company and Bank of America. The amendment extended the maturity date of the credit facility from March 31, 2009 to March 31, 2011. All other terms of the credit facility remain the same.

Item 6 - Exhibits

Exhibit Number		Description
3.1		Articles of Amendment to the Articles of Organization of Chase Corporation, dated February 15, 2008
10.1		FY 2008 Chase Corporation Annual Incentive Plan
10.2		FY 2008 Chase Corporation Long Term Incentive Plan
10.3		Form of restricted stock agreement issued under the Chase Corporation 2005 Incentive Plan for non employee Directors
10.4		Twelfth Amendment to Amended and Restated Loan Agreement between Chase Corporation and Bank of America dated February 29, 2008
31.1		Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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.

	Chase Corporation


Dated: April 9, 2008	By:	/s/ Peter R. Chase
		Peter R. Chase,
		Chairman and Chief Executive Officer


Dated: April 9, 2008	By:	/s/ Kenneth L. Dumas
		Kenneth L. Dumas
		Chief Financial Officer and Treasurer

Exhibit 3.1

D	The Commonwealth of Massachusetts
PC	William Francis Galvin
	Secretary of the Commonwealth
	One Ashburton Place, Boston, Massachusetts 02108-1512

FORM MUST BE TYPED		Articles of Amendment		FORM MUST BE TYPED
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1)	Exact name of corporation:			Chase Corporation

(2)	Registered office address:		26 Summer Street, Bridgewater, MA 02324
	(number, street, city or town, state, zip code)

(3)	These articles of amendment affect article(s):				III
	(specify the number(s) of article(s) being amended (I-VI))

(4)	Date adopted:	January 30, 2008
	(month, day, year)
(5)	Approved by:

	(check appropriate box)

	o	the incorporators.

	o	the board of directors without shareholder approval and shareholder approval was not required.

	x	the board of directors and the shareholders in the manner required by law and the articles of organization.

(6)		State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

Article III: To increase the number of authorized shares of Common Stock of the Company from 10,000,000 shares to 20,000,000 shares.

To change the number of shares and the par value, *if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	10,000,000	$	0.1
		Preferred	100,000	$	1.00

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
		Common	20,000,000	$	0.1
		Preferred	100,000	$	1.00

(7) The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date nor more than 90 days from the date and time of filing is specified:

*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III, See G.L. Chapter 156D, Section 621, and the comments relative thereto.

Signed by:			/s/ Peter R. Chase
			Peter R. Chase, Chairman and CEO (signature of authorized individual)
	x	Chairman of the board of directors,
	o	President,
	x	Other officer,
	o	Court-appointed fiduciary,


on this 15 day of February, 2008.

THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears
that the provisions of the General Laws relative to corporations have been complied with,
and I hereby approve said articles; and the filing fee having been paid, said articles are
deemed to have been filed with me on:

February 15, 2008 12:17 PM

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth

Exhibit 10.1

CHASE CORPORATION

ANNUAL INCENTIVE PLAN

The Company, in addition to salary and benefits provides further cash compensation to key employees based on achieving preset annual goals.

The plan is maintained and paid at the sole discretion of the Board of Directors and may be modified or suspended at any time by the Board.

Upon approval by the Board of Directors, the Corporate H.R. Manager will administer the plan.

An annual bonus pool is created as a percentage of actual operating income achieved during the fiscal year. The amount is determined by the success in reaching the year’s targeted results. The schedule follows:

Percentage of Target Achieved		Bonus Pool as a Percentage of Actual Operating Income
120%		17%
110		16
100		15
90		14
80		13
70		12
60		11
50		10

As consideration for achieving qualitative results by the Company, the Board of Directors, at its sole discretion, may increase or decrease dollars in the pool.

It is the intent of the Board of Directors to exclude the effect of unusual events and expenses from the calculation. The Compensation and Management Development Committee is given the authority by the Board to use its discretion in determining relevant exclusions.

Targets, awards, opportunities and associated performance award methodology and eligibility requirements will be established by the Compensation and Management Development Committee for the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Marketing Officer and approved by the Board of Directors. For senior management, the CEO will make recommendations to be approved by the Compensation and Management Development Committee. For all other employees the CEO will be the approval authority. See schedule below for award opportunities for the executive officers:

Annual Target for FY August 31, 2008 Award Opportunity		Earnings Before Tax (“EBT”) target as approved by the Board of Directors. Payment threshold is 50% of target as scheduled below for respective positions.
Chief Executive Officer		50% of base salary for 100% achievement of target. At 50% of target award is 8.33% of base salary; at 75% of target award is 25% of base salary. For results in excess of target, award increases to 100% of base salary at approximately 155% of target.
Chief Operating Officer		40 % of base salary for 100% achievement of target. At 50% of target award is 6.67% of base salary; at 75% of target award is 20% of base salary. For results in excess of target, award increases to 100% of base salary at approximately 163% of target.
Chief Financial Officer		30% of base salary for 100% achievement of target. At 50% of target award is 5% of base salary; at 75% of target award is 15% of base salary. For results in excess of target, award increases to 100% of base salary at 175% of target.
Chief Marketing Officer		30% of base salary for 100% achievement of target. At 50% of target award is 5% of base salary; at 75% of target award is 15% of base salary. For results in excess of target, award increases to 100% of base salary at 175% of target.

In order for any amounts to be payable under this Annual Incentive Plan, actual results must meet a threshold level of 50% of the target. There is no cap on the incentive payments.

Payment is made in cash no later than 75 days from the close of the fiscal year.

To be eligible an employee must be on the active payroll when the bonus is paid and for at least 6 months prior to the end of the fiscal year.

In addition to the financial targets the Compensation and Management Development Committee may choose to establish qualitative measurement criteria. Together with the financial measures these are referred to as critical success factors (CSF). When utilized, the CEO’s CSF and appropriate weighting is approved by the board. The CEO will approve all others.

Other management and non-union bonus participants will have opportunities established by senior management and awards paid from the bonus pool.

Exhibit 10.2

CHASE CORPORATION

Long Term Incentive Plan

Award Design and Grant Process

Fiscal Year Ending August 31, 2008

Key Provisions

· Long term incentive: performance shares

· Performance measures: Earnings Before Tax (EBT) as approved by the Board of Directors

· Performance measurement period: September 1, 2007 through August 31, 2008

· Vesting: 2 years after performance measurement period (August 31, 2010)

· Grant date: first day of measurement period

· Stock price for award: closing price for last trading day prior to grant date ($17.27)

· Threshold: the point at which an award is earned (80% of target). Between threshold and target the award increases on a pro-rata basis.

· Stretch area: performance in excess of target awarded at a higher rate (150% for 120% achievement) with no cap.

· Termination provisions

Termination Event	Vesting	Payment in Shares
Retirement	Pro-rated	Paid as scheduled
Voluntary	All shares forfeit	No payment
Without cause	Pro-rated	Paid as scheduled
With cause	All shares forfeit	No payment
Upon change of control	Acceleration at target	Paid at change of control
Death or disability	Pro-rated	Paid as scheduled

Example:
	Grant 1000 performance shares
	Stock price (8/31/07) is $17.27
	Threshold is 80% of target
	Stretch area pays out pro-rata at rate of 150% for 120% achievement.

Performance	EBT	Payout % of Target	Vesting Shares
Threshold	80% of Target	50%	500
Target	100% of Target	100%	1000
Stretch at 120%	120% of Target	150%	1500

· Eligibility: Recommended award levels @ Target

Participant	Shares @ Target

Peter R. Chase (CEO)	26,962

Adam P. Chase (COO)	9,357

Terry M. Jones (CMO)	6,809

Kenneth L. Dumas (CFO)	5,472

Total	48,600

Pre-tax expense at target is 48,600 @ $17.27=$839,322 spread over 3 years.

Award opportunities are set annually and the plan is subject to the approval of the Compensation and Management Development (C&MD) Committee and may be modified from time to time.

FY 2008 SCHEDULE

· Q4/07 Board approves continuance of plan and sets grant date

· Q1/08 Goals and awards proposed by management for 2008

· Q1/08 C&MD Committee reviews and approves 2007 vesting and 2008 plan

· Q1/09 Management presents assessment of goal achievement and 2009 proposal

· Q1/09 C&MD Committee approves 2008 vesting and 2009 goals/awards

· Q4/10 Vested 2008 shares are released to participant

Exhibit 10.3

CHASE CORPORATION

RESTRICTED STOCK AGREEMENT UNDER THE 2005 INCENTIVE PLAN

FOR NON EMPLOYEE DIRECTORS

This Restricted Stock Agreement (the “Agreement” ) , dated as of , is by and between Chase Corporation (the “Company”) and (the “Restricted Stockholder”).

1. Grant of Award . Pursuant to the terms of the Chase Corporation 2005 Incentive Plan (the “Plan”), effective as of (the “Grant Date”), the Company hereby grants to the Restricted Stockholder an award of shares of the Company’s common stock, par value $.10 per share, subject to the terms and conditions of this Agreement and the Plan. As more fully described below, the shares granted hereby are subject to forfeiture by the Restricted Stockholder if certain criteria are not satisfied.

2. Restrictions on Stock . Until the termination of restrictions as provided in Section 3 hereof, the Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered except as provided in this Agreement. No rights or interests of the Restricted Stockholder under this Agreement or under the Plan may be assigned, encumbered or transferred other than (i) to the extent permitted and in accordance with such procedures adopted by the Administrator from time to time and (ii) by will or the laws of descent and distribution. The naming of a designated beneficiary will not constitute a transfer.

3. Termination of Restrictions .

(a) Vesting . The Restricted Stock Award shall vest and become nonforfeitable and all restrictions set forth in Sections 2 and 3 hereof shall lapse, on (the “Vest Date”), provided the Restricted Stockholder’s status as a director of the Company has not terminated or ceased on or prior to the Vest Date.

(b) Termination of Service . If the Restricted Stockholder’s status as a director of the Company is terminated prior to the Vest Date by reason of the Restricted Stockholder’s retirement, death or disability (as determined by the Administrator) or the Company terminating his service without cause, the Restricted Stock Award shall vest, pro-rated on the date service is terminated, and the restrictions on the pro-rated vested shares shall lapse on the date of termination of service. If the Restricted Stockholder’s status as a director of the Company is terminated by the Restricted Stockholder or by the Company for cause prior to the Vest Date, the Restricted Stock Award will immediately and irrevocably be forfeited and neither the Restricted Stockholder nor any successors, heirs, assigns, or legal representatives of the Restricted Stockholder shall thereafter have any further rights or interest in such forfeited Restricted Stock or the certificates thereof.

(c) Acceleration of Vesting upon Change in Control . Unless otherwise provided for in the vote granting such restricted stock, upon the consummation of a transaction resulting in a Change in Control of the Company prior to the Vest Date, all restrictions remaining on any Restricted Stock shall lapse.

4. Rights as Stockholder . Upon the issuance of a certificate or certificates representing the Restricted Stock, the Restricted Stockholder shall thereupon be a stockholder and, subject to the provisions of Sections 2 and 3 hereof, have all the rights of a stockholder with respect to such Restricted Stock, including the right to vote and receive all dividends or other distributions made or paid with respect to such Restricted Stock; provided, however, that such Restricted Stock and any new, additional or different securities the Restricted Stockholder may become entitled to receive with respect to such Restricted Stock by virtue of a stock split, dividend or other change in the corporate or capital structure of the Company shall be subject to the vesting and forfeiture provisions, restrictions on transfer and other restrictions set forth in this Agreement and the Plan.

5. Stock Certificates; Legend . Certificates for Restricted Stock shall be issued in the Restricted Stockholder’s name and shall be held by the Company until the Restricted Stock shall become vested and all restrictions thereon have lapsed. The Company shall serve as attorney-in-fact for the Restricted Stockholder during the period during which the shares of Restricted Stock are unvested with full power and authority in the Restricted Stockholder’s name to assign and convey to the Company any Restricted Stock held by the Company for the Restricted Stockholder if the Restricted Stockholder forfeits the shares under the terms of the this Agreement and the Plan. Certificates representing the Restricted Stock shall bear the following legend:

“The Shares represented by this Stock Certificate have been granted as restricted stock under the Chase Corporation 2005 Equity Incentive Plan. The Shares represented by this Stock Certificate may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of unless the restrictions set forth in the Restricted Share Agreement between the registered holder of these Shares and Chase Corporation shall have lapsed.

Upon the vesting of the Restricted Stock, the Company shall so notify the Secretary of the Company and the Secretary shall obtain from the Company certificates representing all such shares that have vested, which certificates shall not bear any restrictive endorsement making reference to this Agreement, and shall deliver such certificates to the Restricted Stockholder.

6. No Right to Continued Service . This Agreement shall not confer upon the Restricted Stockholder any right with respect to continuance of service with, the Company , nor shall it interfere in any way with the right of the Company to terminate the Restricted Stockholder’s service at any time and for any reason.

7. Adjustment to Common Stock . In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, the Committee shall make approximate and equitable adjustments in the Restricted Stock corresponding to adjustments made by the Committee in the number and kind of shares which may be issued under the Plan. Any new, additional or different securities to which the Restricted Stockholder shall be entitled in respect of Restricted Stock by reason of such adjustment shall be deemed to be Restricted Stock and shall be subject to the same terms, conditions and restrictions as the Restricted Stock so adjusted.

8. Withholding Taxes . The Restricted Stockholder acknowledges that the Company is not responsible for the tax consequences to the Restricted Stockholder of the granting or vesting of the Restricted Stock, and that it is the responsibility of the Restricted Stockholder to consult with the Restricted Stockholder’s personal tax advisor regarding all matters with respect to the tax consequences of the granting and vesting of the Restricted Stock. The Company shall have the right to deduct from the Restricted Stock or any payment to be made with respect to the Restricted Stock any amount that federal, state, local or foreign tax law required to be withheld with respect to the Restricted Stock or any such payment. Alternatively, the Company may require that the Restricted Stockholder, prior to or simultaneously with the Company incurring any obligation to withhold any such amount, pay such amount to the Company in cash or in shares of the Company’s Common Stock (including shares of Common Stock retained from the Restricted Share Award creating the tax obligation), which shall be valued at the Fair Market Value of such shares on the date of such payment. In any case where it is determined that taxes are required to be withheld in connection with the issuance, transfer or delivery of the shares, the Company may reduce the number of shares so issued, transferred or delivered by such number of shares as the Company may deem appropriate to comply with such withholding. The Company may also impose such conditions on the payment of any withholding obligations as may be required to satisfy applicable regulatory requirements under the Exchange Act.

9. Governing Law . This Agreement shall be construed and administered in accordance with and governed by the laws of the Commonwealth of Massachusetts, without giving effect to any conflict or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction.

10. Notice of Election Under Section 83(b) . If the Restricted Stockholder makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations and rulings promulgated thereunder, he will provide a copy thereof to the Company within thirty days of the filing of such election with the Internal Revenue Service.

11. Notices . Any notice hereunder to the Company shall be addressed to the Company at its principal business office, 26 Summer Street, Bridgewater, Massachusetts 02324. Attention Chief Financial Officer, and any notice hereunder to the Restricted Stockholder shall be sent to the address reflected on the records of the Company, subject to the right of either party to designate at any time hereafter in writing some other address.

12. Amendment of Agreement . The Company may amend, modify or terminate this Agreement, provided that the Restricted Stockholder’s consent to such action shall be required unless the Company determines that the action, taking into account any related action, would not materially and adversely affect the Restricted Stockholder.

13. Successors and Assigns; No Third Party Beneficiaries . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. There are no third party beneficiaries of this Agreement.

14. Entire Agreement . This Agreement and the Plan constitute the full and entire understanding and agreement of the parties with regard to the Restricted Stock and supersede in their entirety all other prior agreements, whether oral or written, with respect thereto.

15. Severability . In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and each provision of this Agreement shall be enforced to the fullest extent permitted by law.

16. Waivers . Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

17. Defined Terms . Capitalized terms used but not defined in this Agreement will have the meanings specified in the Plan.

IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument as of the day of , 200 .

RESTRICTED STOCKHOLDER		CHASE CORPORATION


By:		By:
	Signature		Signature


Name:		Name:


Address:		Title:

Exhibit 10.4

TWELFTH AMENDMENT

AMENDED AND RESTATED LOAN AGREEMENT

This Twelfth Amendment (this “Amendment”) is made as of February 29, 2008 between CHASE CORPORATION (the “Borrower”) and BANK OF AMERICA, N.A., a national banking association as successor by merger to Fleet National Bank (the “Bank”).

RECITALS

A. The Bank and the Borrower entered into a First Amended and Restated Loan Agreement dated as of October 31, 2001, as amended (the “Loan Agreement”), providing for revolving loans by the Bank to the Borrower and for various term loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement.

B. The Borrower desires to extend the Expiration Date of the Revolving Commitment.

C. Subject to certain terms and conditions, the Bank is willing to agree to extend the Expiration Date, as hereinafter expressly set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Loan Agreement . Section 7.1 of the Loan Agreement is amended by amending the definition of “Expiration Date as set forth below:

“Expiration Date” – March 31, 2011.

2. No Further Amendments . Except as specifically amended hereby, the Loan Agreement shall remain otherwise unmodified and in full force and effect and is hereby ratified and affirmed in all respects.

3. Certain Representations of the Borrower . As a material inducement to the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank, after giving effect to this Amendment, as follows:

(a) The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, or the articles or by-laws of the Borrower or any indenture, agreement or other instrument to which the Borrower is bound, or be in conflict with, or result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the

property or assets of the Borrower pursuant to, any such indenture, agreement or instrument.

(b) The representations and warranties contained in the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise permitted in writing by the Bank). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower from that disclosed in the annual certified financial statements most recently furnished to the Bank. No event of default or condition or event that, but for the requirement that time elapse or notice be given or both, would constitute an event of default, has occurred or is continuing.

(c) This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

4. Conditions . The willingness of the Bank to agree to the foregoing is subject to the following conditions:

(a) The Borrower shall have executed and delivered to the Bank (or shall have caused to be executed and delivered to the Bank by the appropriate persons) the following:

(i) This Amendment and

(ii) Such other supporting documents and certificates as the Bank or its counsel may reasonably request.

(b) All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Bank.

5. Miscellaneous .

(a) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

(b) This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate

counterparts hereof, all of which counterparts shall together constitute one and the same agreement.

IN WITNESS WHEREOF , the Bank and the Borrower have caused this Amendment to be duly executed as a sealed instrument by their duly authorized representatives, all as of the date and year first above written.

CHASE CORPORATION

By:			/s/ Kenneth L. Dumas
		Name: Kenneth L Dumas
		Title: CFO & Treasurer


BANK OF AMERICA, N.A.

By:			/s/ Peter McCarthy
	Name: Peter McCarthy
	Title: Senior Vice President

Exhibit 31.1

CERTIFICATION

I, Peter R. Chase, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Chase Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: April 9, 2008

	/s/ Peter R. Chase

	Peter R. Chase
	Chairman and Chief Executive Officer
	(Principal executive officer)

Exhibit 31.2

CERTIFICATION

I, Kenneth L. Dumas, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Chase Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: April 9, 2008

	/s/ Kenneth L. Dumas

	Kenneth L. Dumas
	Chief Financial Officer and Treasurer
	(Principal financial officer)

Exhibit 32.1

CERTIFICATION

PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Chase Corporation (the “Company”) hereby certifies that the Company’s Quarterly Report on Form 10-Q for the period ended February 29, 2008 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certificate is furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Date: April 9, 2008

/s/ Peter R. Chase

Peter R. Chase
Chairman and Chief Executive Officer
(Principal executive officer)

Exhibit 32.2

CERTIFICATION

PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Date: April 9, 2008

/s/ Kenneth L. Dumas

Kenneth L. Dumas
Chief Financial Officer and Treasurer
(Principal financial officer)