May 5, 2006

Via Facsimile ((212) 269-5420) and U.S. Mail

Kenneth W. Orce, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY  10005

Re:	Engelhard Corporation
	Preliminary Proxy Statement
	Filed April 26, 2006
      	File No. 005-37173

Dear Mr. Orce:

      We have the following comments on the above-referenced
filing.

Preliminary Proxy Statement
1. Please tell us why you have not filed the proxy statement as an
exhibit to both your Schedule 14D-9 and a Schedule TO-C in
connection
with your proposed self-tender offer.
2. The filing bears an incorrect EDGAR header identification tag.
These definitive additional soliciting materials should have been
filed with a header identification tag of PREC14A.  Please fax a
request for this header identification tag to be corrected to the
attention of Sylvia Pilkerton in the Office of Edgar and
Information
Analysis at (202) 772-9216.
3. Provide fill in the blanks in your preliminary proxy statement.

Cover letter
4. Please revise the cover page of your proxy statement and the
form
of proxy to clearly identify it as being preliminary.  See Rule
14a-
6(e)(1) of Regulation 14A.
5. Refer to the third bullet point under the heading "The
Recapitalization Plan."  Please revise to include the forward P/E
multiples of Johnson Matthey and Umicore.  Also, balance your
disclosure regarding the increase in your peers` P/E/ multiples
since
BASF`s offer with disclosure of whether the increase may be the
result of BASF`s offer and the possibility that the market
believes
your peers will also be the targets of acquisition offers.  Please
make these revisions elsewhere in your proxy statement as
necessary.
6. We note your disclosure generally indicating to security
holders
that a vote for your nominees would effectively be a vote for the
recapitalization plan instead of the tender offer.  Please tell us
whether you considered including additional disclosure discussing
the
benefits, detriments and effects of the offer and the
recapitalization plan.

Engelhard`s Position Regarding BASF`s Offer, page 4
7. Please include a reference to your Schedule 14D-9 and describe
how
security holders may obtain it.

Summary of the Recapitalization Plan, page 4
8. Each statement or assertion of opinion or belief must be
clearly
characterized as such, and a reasonable factual basis must exist
for
each such opinion or belief.  Support for opinions or beliefs
should
be self-evident, disclosed in the proxy statement or provided to
the
staff on a supplemental basis.  Please provide support for your
belief that the recapitalization plan will result in $15 million
annual cost savings beginning in 2007.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
security holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


								Sincerely,



								Daniel F. Duchovny
								Special Counsel
								Office of Mergers &
Acquisitions
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel LLP
May 5, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE