SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FAZZOLARI SALVATORE D

(Last)

(First)

(Middle)

350 POPLAR CHURCH ROAD

(Street)

CAMP HILL

17011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARSCO CORP [ HSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.25 par value⁽¹⁾	01/27/2011⁽¹⁾	⁽¹⁾	M⁽¹⁾		6,666.67⁽¹⁾	A	$32.895⁽¹⁾	93,428.0638⁽¹⁾	D
Common Stock, $1.25 par value⁽¹⁾	01/27/2011⁽¹⁾	⁽¹⁾	F⁽¹⁾		2,080.67⁽¹⁾	D	$32.895⁽¹⁾	91,347.3938⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽¹⁾	01/27/2011⁽¹⁾	⁽¹⁾	M⁽¹⁾			6,666.67⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock, $1.25 par value⁽¹⁾	6,666.67⁽¹⁾	$32.895⁽¹⁾	6,666.66⁽¹⁾	D
Incentive Stock Option (right to buy)⁽²⁾	$16.325⁽²⁾							01/21/2003⁽²⁾	01/20/2012⁽²⁾	Common Stock, $1.25 par value⁽²⁾	48,000		48,000	D
Incentive Stock Option (right to buy)⁽³⁾	$31.75⁽³⁾							01/25/2014⁽³⁾	01/24/2018⁽³⁾	Common Stock, $1.25 par value⁽³⁾	3,149		3,149	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$31.75⁽³⁾							01/25/2014⁽³⁾	01/24/2018⁽³⁾	Common Stock, $1.25 par value⁽³⁾	161,851		161,851	D

Explanation of Responses:

1. Represents restricted stock units granted in 2009 under the 1995 Executive Incentive Compensation Plan. Grant has three year pro-rata vesting. No dividends are paid on the units until the RSUs vest.

2. Stock option granted pursuant to the Harsco Corporation 1995 Executive Incentive Compensation Plan in a transaction exempt under Rule 16b-3.

3. Stock option granted pursuant to Harsco Corporation 1995 Executive Incentive Compensation Plan in a tranaction exempt under Rule 16b-3.

	Salvatore D. Fazzolari	01/31/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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