SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13G
                                (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2(b)

                               (Amendment No. 5)


                             Balchem Corporation (BCP)
--------------------------------------------------------------------------------
                                (Name of Issuer)


                        Common Stock, $.06 2/3 Par Value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   123164105
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                               December 31, 2003
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [ ]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [ ]  Rule 13d-1(d)


----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

CUSIP No. 123164105
          ---------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Phronesis Partners, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     170,600

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     170,600

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     170,600

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [-]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.5%

12.  TYPE OF REPORTING PERSON*

     PN



CUSIP No. 123164105
          ---------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     James Wiggins

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     170,600

6.   SHARED VOTING POWER

     10,000

7.   SOLE DISPOSITIVE POWER

     180,600

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     180,600

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [-]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.7%

12.  TYPE OF REPORTING PERSON*

     IN, IA



CUSIP No. 123164105
          ---------


Item 1(a).  Name of Issuer:


            Balchem Corporation (BCP)
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:


            P.O. Box 175
            Slate Hill, New York 10973

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


Item 2(a).  Name of Persons Filing:


            James Wiggins
            Phronesis Partners, L.P.
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:


            197 East Broad Street, Ste. 200
            Columbus, OH 43215
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Delaware Limited Partnership
            United States citizen
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:


            Common Stock, $.06 2/3 Par Value (the "Common Stock")
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:


            123164105
            --------------------------------------------------------------------


Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:


            170,600 shares  beneficially owned by Phronesis  Partners, L.P.;
            180,600 shares beneficially owned by James Wiggins.
          ----------------------------------------------------------------------

     (b)  Percent of class:

            3.5% by Phronesis Partners, L.P.; 3.7% by James Wiggins.
          ----------------------------------------------------------------------

     (c)  Number of shares as to which such person has:

Phonesis Partners, L.P.:

            (i)   Sole power to vote or to direct the vote      170,600
                                                        -----------------------,

          (ii)  Shared power to vote or to direct the vote        0
                                                          ---------------------,

          (iii) Sole power to dispose or to direct the        170,600
                disposition of                            _____________________,

          (iv)  Shared power to dispose or to direct the
                disposition of
                                                                0
..                                                         ---------------------.
James Wiggins:


           (i)   Sole power to vote or to direct the vote    170,600
                                                        -----------------------,

          (ii)  Shared power to vote or to direct the vote    10,000
                                                          ---------------------,

          (iii) Sole power to dispose or to direct the       180,600
                disposition of                            _____________________,

          (iv)  Shared power to dispose or to direct the
                disposition of
                                                                   0
                                                         ---------------------.

Item 5.  Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities check the following [X].

     The  Reporting  Persons no longer  beneficially  own greater than 5% of the
outstanding securities of the class of the issuer.
         -----------------------------------------------------------------------


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other  person is known to have the right to  receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
         -----------------------------------------------------------------------


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent  holding  company  or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         -----------------------------------------------------------------------


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule  pursuant to  ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit  stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to  ss.240.13d-1(c) or  ss.240.13d-1(d),  attach an exhibit stating the
identity of each member of the group.

         N/A
         -----------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date  of  the   dissolution  and  that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

          N/A
          ----------------------------------------------------------------------

Item 10.  Certifications.

     By  signing  below we  certify  that,  to the best of their  knowledge  and
belief,  the  securities  referred  to above were  acquired  and are held in the
ordinary  course  of  business  and were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

PHRONESIS PARTNERS, L.P.***

        /s/James Wiggins
     -----------------------
       James Wiggins

By:  /s/James Wiggins***
        --------------------
        JAMES WIGGINS
        General Partner

*** The Reporting  Persons  disclaim  beneficial  ownership  over the securities
reported herein except to the extent of their pecuniary interest therein.


Date:  February 13, 2004


                                                        Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13G, Amendment No. 5 dated December 31,
2003  relating  to the  Common  Stock par value  $0.06 2/3 per share of  Balchem
Corporation, shall be filed on behalf of the undersigned.



                                    PHRONESIS PARTNERS, L.P.

                                    By:   /s/ James Wiggins
                                    -------------------------------
                                    James Wiggins,
                                    General Partner


                                    /s/ James Wiggins
                                    -------------------------------
                                    James Wiggins


00532.0001 #463766