SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2004

ENGELHARD CORPORATION
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (732) 205-5000

Item 12. Results of Operations and Financial Condition.

On April 22, 2004, Engelhard Corporation (the “Company”) issued a press release announcing its earnings for its first quarter of fiscal year 2004. A copy of the release is furnished herewith as Exhibit 99.1.

The information furnished under this Item 12, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

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.

EXHIBIT INDEX

EXHIBIT (99.1)

For immediate release

ENGELHARD REPORTS FIRST-QUARTER RESULTS

ISELIN, NJ, April 22, 2004 – Engelhard Corporation (NYSE: EC) today reported net earnings for the first quarter ended March 31 of $50.3 million, or 40 cents per share, compared with $56.7 million, or 44 cents per share, for the same period a year ago.

              The year-ago quarter included an after-tax benefit of 14 cents per share related to the settlement of a royalty-sharing dispute. It also included charges totaling four cents per share primarily related to productivity actions and two cents to record the cumulative effect of a change in an accounting principle.

              First-quarter sales were $1,040 million compared with $830 million a year ago.

              “Results were solid and generally in line with our expectations for the quarter,” said Barry W. Perry, chairman and chief executive officer.

              Mr. Perry added that operating results in 2004 are expected to offset continued cost headwinds as well as the absence of earnings from Engelhard/CLAL, the company’s French joint venture.

              “Although general economic reports are encouraging, several of our served markets continue to reflect weak demand,” Mr. Perry said. “As a result, we continue to drive productivity improvement as well as aggressive development and growth of value-added technology platforms.”

First-Quarter Operating Results

              Operating earnings from Environmental Technologies were $37.0 million compared with $24.6 million in the year-ago quarter, which included a $5.3 million charge. Excluding last year’s charge, earnings increased 24%. Sales rose 12% to $238 million on increased revenue from automotive and diesel markets, partly offset by lower sales of technologies that control emissions from stationary sources. The increase in sales primarily resulted from favorable exchange rates and the pass-through cost of substrates. Higher earnings were achieved from mobile-source, emission-control technologies as well as from an improved cost base for stationary-source applications.

              Operating earnings from Process Technologies were $16.3 million compared with $13.5 million last year, which included a $2.6 million charge. Excluding that charge, earnings rose 1%. Sales increased 12% to $132 million. The segment achieved strong earnings from the company’s advanced petroleum-refining catalysts and additives as well as from petrochemical catalyst markets. Results from polyolefin catalysts were down primarily due to timing of customer orders plus high plant start-up costs.

              Operating earnings from Appearance and Performance Technologies declined 19% to $15 million. Sales rose 4% to $166 million. The segment continued to be negatively impacted by lower volumes of mineral-based products to the paper market.

              Operating earnings from Materials Services were $3 million compared with $4 million a year ago. Sales were up 49% to $491 million. In spite of higher volumes and prices of platinum group metals, earnings were lower due to reduced margins from sourcing metals.

              Engelhard Corporation is a surface and materials science company that develops technologies to improve customers’ products and processes. A Fortune 500 company, Engelhard is a world-leading provider of technologies for environmental, process, appearance and performance applications. For more information, visit Engelhard on the Internet at www.engelhard.com.

Forward-looking statements: This document contains forward-looking statements in management’s
comments. There are a number of factors that could cause Engelhard’s actual results to vary materially from
those projected in the forward-looking statements. For a more thorough discussion of these factors, please
refer to page 25 of Engelhard’s 2003 Form 10-K, dated March 11, 2004.

ENGELHARD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Thousands, except per share data)
(Unaudited)

Had compensation cost for Engelhard’s stock option plans been determined based on the fair value at grant date consistent with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” (assuming SFAS No. 123 was adopted on its effective date of October 1995), Engelhard would have reported net earnings and diluted earnings per share as follows:

ENGELHARD CORPORATION
BUSINESS SEGMENT INFORMATION
(Thousands)
(Unaudited)

(A) – Includes a restructuring charge of $5.3 million ($3.5 million after tax or $0.03 per share) in 2003.

(B) – Includes a restructuring charge of $2.6 million ($1.6 million after tax or $0.01 per share) in 2003.

(C) – Includes a royalty settlement gain of $28.4 million ($17.6 million after tax or $0.14 per share) and a Corporate
         restructuring charge of $0.8 million ($0.5 million after tax or less than $0.01 per share) in 2003.

ENGELHARD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands)
(Unaudited)

ENGELHARD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
(Unaudited)