SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

__________________

Schedule TO-I/A
(Rule 14d-100)

Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)

__________________

Engelhard Corporation
(Name of Subject Company (Issuer))

Engelhard Corporation (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, Par Value $1.00 Per Share
(including the associated Series A Junior Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)

292845104
(CUSIP Number of Class of Securities)

Arthur A. Dornbusch II, Esq.
Vice President, General Counsel and Secretary
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
(732) 205-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Kenneth W. Orce, Esq.	Richard D. Katcher, Esq.
W. Leslie Duffy, Esq.	Wachtell, Lipton, Rosen & Katz
Cahill Gordon & Reindel LLP	51 West 52nd Street
80 Pine Street	New York, New York 10019
New York, New York 10005	(212) 403-1000
(212) 701-3000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,170,000,000.00	$125,190.00

*	Calculated solely for purposes of determining the amount of the filing fee. Pursuant to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as
	amended, the Transaction Valuation was calculated assuming that 26,000,000 outstanding shares of common stock, par value $1.00 per share, are
	being purchased at the tender offer price of $45.00 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, and Fee Advisory
	#5 for Fiscal Year 2006 issued by the Securities and Exchange Commission, equals $107.00 per million of the value of the transaction.
x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously
	paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $125,190.00	Filing Party: Engelhard Corporation
	Form or Registration No.: Schedule TO	Date Filed: May 5, 2006
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a Offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
o	third-party tender offer subject to Rule 14d-1.
x	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

          This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on May 5, 2006, as amended by Amendment No. 1 (as amended, the “Schedule TO”), by Engelhard Corporation, a Delaware corporation (the “Company” or “Engelhard”), relating to the offer by the Company to purchase up to 26,000,000 shares of its common stock, par value $1.00 per share (the “Shares”), including the associated Series A Junior Participating Preferred Stock Purchase Rights (the “Rights”), issued pursuant to the Rights Agreement, dated as of October 1, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, at a price of $45.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 5, 2006 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the offer (the “Offer”). The number of Shares to be purchased by Engelhard in the Offer includes Shares that may be tendered upon exercise of vested stock options (“Option Shares”) as described in Section 3 of the Offer to Purchase. As used in the Offer to Purchase, unless otherwise noted, the term “Shares” includes Option Shares. The Letter to Optionees and Notice of Instructions (Options) applicable to tenders of Option Shares described in Section 3 of the Offer to Purchase are also part of the terms of the Offer. This Amendment to Schedule TO is intended to satisfy the reporting requirements of Rule 13e4(c)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information contained in the Offer to Purchase and the related Letter of Transmittal, Letter to Optionees and Notice of Instructions (Options), previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(F) and (a)(1)(G), respectively, is incorporated into this Amendment by reference in response to all of the items of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

          Item 4.           Terms of the Transaction

                         The Schedule TO is hereby amended and supplemented as follows:

                   (a)           The Offer to Purchase is amended by deleting the words “as promptly as practicable” when used in reference to the Company’s payment for Shares accepted in the Offer and in reference to the Company’s returning Shares that are not accepted in the Offer and replacing them with the word “promptly.”

                   (b)           The Offer to Purchase is amended by deleting the words “urge stockholders to” or “urge each stockholder to” when used in reference to the stockholders consulting their own tax advisors and replacing them with the words “recommend that stockholders” or “recommend that each stockholder,” respectively.

                   (c)           Section 3 of the Offer to Purchase is supplemented by inserting immediately following the twelfth paragraph of such section the following:

                                         “Procedures for Holders of Shares in Dividend Reinvestment Program

                      Holders of Shares in Engelhard’s Dividend Reinvestment Program may instruct the depositary to tender such Shares by completing the appropriate section of the Letter of Transmittal. If a shareholder tenders Shares held in the Dividend Reinvestment Plan, all such Shares credited to such shareholder’s account(s) (including any Shares purchased on or after March 31, 2006 and credited to such accounts(s)) will be tendered, unless the shareholder otherwise specifies in the Letter of Transmittal. If a shareholder does not complete the section of the Letter of Transmittal instructing the depositary to tender Shares held under the Dividend Reinvestment Program, no Shares held in that shareholder’s Dividend Reinvestment Plan account will be tendered.”

                   (d)           The first bullet point under the third paragraph of Section 9 of the Offer to Purchase is hereby amended and restated as follows:

• “Hybrid debt securities: $800 million of income capital obligation notes (“ICONs”). These ICONs are expected to have a 60 year maturity, to have call dates ranging from 5 to 30 years and to allow the Company to defer the payment of interest and/or principal on the ICONs in certain circumstances.”

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                   (e)           The fourth paragraph of Section 11 of the Offer to Purchase is hereby amended by deleting the words “, to the best of Engelhard’s knowledge.”

          Item 6.           Purpose of the Transaction and Plans or Proposals

                   Item 6 of the Schedule TO is hereby amended and supplemented by adding the following additional paragraph:

                   “Except as disclosed in the Offer to Purchase, we currently have no plans, proposals or negotiations that relate to or would result in:

               • any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its
                 subsidiaries;

• any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

• any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;

• any change in the present Board of Directors or management of the Company, including, but not limited to, any plans or
                 proposals to change the number or the term of directors or to fill any existing vacancies on the Board or to change any
                 material term of the employment contract of any executive officer;

               • any other material change in the Company’s corporate structure or business;

               • any class of equity securities of the Company to be delisted from the NYSE;

• any class of equity securities of the Company becoming eligible for termination of registration under Section 12(g)(4) of the
                 Exchange Act;

• the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act;

• the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or

• any changes in the Company’s charter, bylaws or other governing instruments or other actions that could impede the
                 acquisition of control of the Company.”

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          Item 10.           Financial Statements

                   (a)           The pro forma condensed consolidated balance sheets in Section 10 of the Offer to Purchase are amended by adding an additional row immediately following the row entitled “Total liabilities and shareholders’ equity” under the respective columns indicated as follows:

	As Reported	Bridge	Pro forma	Long-term	Pro forma
	December 31,	Loan	After Bridge	Financing	After Long-term
	2005	Adjustments	Loan	Adjustments	Financing
Book value per
common
share	$12.35		$3.66		$3.66
(b)           The pro forma condensed consolidated statement of earnings in Section 10 of the Offer to Purchase is amended by adding an additional row immediately following the row entitled “Average number of shares outstanding—diluted” under the respective columns and a corresponding footnote as follows:
	As Reported	Bridge	Pro forma	Long-term	Pro forma
	December 31,	Loan	After Bridge	Financing	After Long-term
	2005	Adjustments	Loan	Adjustments	Financing
Ratio of earnings
to fixed
charges (5)	7.00		2.92		2.43
(5)       A 0.125% increase in interest rates would decrease the pro forma ratio of earnings to fixed charges from 2.43 to 2.40.

                   (c)           The pro forma condensed consolidated balance sheet and pro forma condensed consolidated statement of earnings in Section 10 of the Offer to Purchase are supplemented by adding the following after the Pro Forma Consolidated Statement of Earnings for the Year Ended December 31, 2005:

          The following tables shows (a) selected historical financial information as of and for the fiscal quarter ended March 31, 2006 and (b) selected pro forma financial information for the same periods, giving effect to the Offer to purchase 26,000,000 Shares at $45.00 per share. The pro forma information is based on our historical financial information for the quarter ended March 31, 2006 and gives effect to the Offer as if the Offer were completed on January 1, 2006 for income statement information and on March 31, 2006 for balance sheet information. The pro forma information assumes that Engelhard would have used borrowings under the Bridge Loan for which the Commitment Letter has been provided to finance the Offer and the related impact on interest income and interest expense. The pro forma information assumes the subsequent refinancing of the Bridge Loan with long-term debt. The impact on interest income and interest expense reflected in the pro forma financial information was based on the average interest rates currently available to Engelhard. The pro forma financial information is intended for informational purposes only and does not purport to be indicative of the results that would actually have been obtained if the Offer had been completed at the dates indicated or results that may be obtained in the future. Actual results may differ significantly from those shown in the pro forma information.

ENGELHARD CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
AS AT MARCH 31, 2006

	As Reported		Bridge			Pro forma		Long-term			Pro forma
	March 31,		Financing			After Bridge		Financing			After Long-term
	2006		Adjustments (1)			Financing		Adjustments (2)			Financing
(Thousands) (Unaudited)
Cash	$	64,573	$	49,724	(A)	$	114,297	$	(23,500)	(E)	$	90,797
Cash in trust		112,377					112,377					112,377
Receivables, net		631,791					631,791					631,791
Committed metal positions		1,004,646					1,004,646					1,004,646
Inventories		561,658					561,658					561,658
Other current assets		137,941					137,941					137,941
Total current assets		2,512,986		49,724			2,562,710		(23,500)			2,539,210
Investments		203,369					203,369					203,369
Property, plant and equipment, net		909,612					909,612					909,612
Goodwill		406,252					406,252					406,252
Other intangible and noncurrent assets		184,309					184,309		23,500	(F)		207,809
Total assets	$	4,216,528	$	49,724		$	4,266,252	$	-		$	4,266,252
Short-term borrowings	$	167,876	$	1,200,000	(B)	$	1,367,876	$	(1,200,000)	(G)	$	167,876
Current maturities of long-term debt		106,737					106,737					106,737
Accounts payable		799,773					799,773					799,773
Hedged metal obligations		533,477					533,477					533,477
Other current liabilities		246,928		(11,038)	(C)		235,890		-			235,890
Total current liabilities		1,854,791		1,188,962			3,043,753		(1,200,000)			1,843,753
Long-term debt		432,247					432,247		1,200,000	(H)		1,632,247
Other noncurrent liabilities		321,545					321,545					321,545
Shareholders' equity		1,607,945		(1,139,238)	(D)		468,707		-			468,707
Total liabilities and shareholders' equity	$	4,216,528	$	49,724		$	4,266,252	$	-		$	4,266,252
Book value per common share	$	12.97				$	4.73				$	4.73

(A)	Proceeds from Bridge Loan	$	1,200,000
	Assumed proceeds from stock options (assuming
	1,084,000 Option Shares underlying options
	tendered into and purchased in the Offer at
	weighted average exercise price of $21.89)		23,724
	Purchase of 26 million shares		(1,170,000)
	Bridge financing and Offer transaction costs		(4,000)
		$	49,724
(B)	Bridge financing	$	1,200,000
(C)	Tax benefit from option exercises		(9,518)
	Tax benefit from transaction costs		(1,520)
		$	(11,038)
(D)	Assumed proceeds from stock options (assuming
	1,084,000 Option Shares underlying options
	tendered into and purchased in the Offer at
	weighted average exercise price of $21.89)	$	23,724
	Purchase of 26 million shares		(1,170,000)
	Tax benefit from exercises of options to
	tender underlying Option Shares		9,518
	Transaction expenses (net of tax)		(2,480)
		$	(1,139,238)
(E)	Long-term financing transaction costs	$	(23,500)
(F)	Long-term financing transaction costs	$	23,500
(G)	Refinancing of Bridge Loan	$	(1,200,000)
(H)	Long-term financing	$	1,200,000
Notes:
(1)	Represents summary impact of Bridge Loan adjustments assuming the transactions occurred on March 31, 2006.
(2)	Represents incremental transaction costs of long-term financing in excess of Bridge Loan, and subsequent refinancing of Bridge Loan with long-term financing proceeds, assuming the transaction, occurred on March 31, 2006.

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ENGELHARD CORPORATION
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2006

	As Reported		Bridge			Proforma		Long-Term		Proforma
	March 31,		Financing			Post-Bridge		Financing		After Long-Term
	2006		Adjustments (1)			Financing		Adjustments (2)		Financing
(Thousands, except per-share data) (Unaudited)
Net sales	$	1,455,327				$	1,455,327			$	1,455,327
Cost of sales		1,244,551					1,244,551				1,244,551
Gross profit		210,776		-			210,776	-			210,776
Selling, administrative and other expenses		117,159		4,000	(A)		121,159	1,077	(D)		122,236
Special charge		6,875					6,875				6,875
Operating earnings		86,742		(4,000)			82,742	(1,077)			81,665
Equity in earnings of affiliates		7,656					7,656				7,656
Loss on investments		(32)					(32)				(32)
Interest expense, net (3)		(6,415)		(16,275)	(B)		(22,690)	(5,204)	(E)		(27,894)
Earnings before income taxes		87,951		(20,275)			67,676	(6,281)			61,395
Income tax expense (benefit)		18,823		(7,705)	(C)		11,118	(2,387)	(F)		8,731
Income from continuing operations		69,128		(12,570)			56,558	(3,894)			52,664
Loss from discontinued operations, net of taxes		(135)					(135)				(135)
Net Income	$	68,993	$	(12,570)		$	56,423	$              (3,894)		$	52,529
Earnings per share from continuing operations:
Basic	$	0.56				$	0.58			$	0.54
Diluted	$	0.55				$	0.56			$	0.52
Earnings per share from discontinued operations:
Basic	$	(0.00)				$	(0.00)			$	(0.00)
Diluted	$	(0.00)				$	(0.00)			$	(0.00)
Earnings per share:
Basic	$	0.56				$	0.58			$	0.54
Diluted	$	0.55				$	0.56			$	0.52
Cash dividends paid per share	$	0.48				$	0.48			$	0.48
Average number of shares outstanding - basic		122,582		(24,916)			97,666				97,666
Average number of shares outstanding - diluted		125,712		(25,167)	(G)		100,545				100,545
Ratio of earnings to fixed charges (5)		7.25					3.08				2.58

(A)	Bridge Loan and Offer transaction costs	$	4,000
(B)	3 month interest expense on Bridge
	Loan	$	(16,650)
	3 month interest income on
	excess cash from Bridge Loan		375
		$	(16,275)
(C)	Taxes at an assumed statutory
	rate of 38%	$	(7,705)
(D)	3 month amortization of debt issuance
	costs amortized over assumed callable periods
	of the debt, ranging from 3 - 10 years	$	1,077
(E)	Interest expense on long-term debt in excess
	of interest expense on Bridge Loan	$	(5,204)
(F)	Taxes at an assumed statutory
	rate of 38%	$	(2,387)
(G)	Assumes 1,084,000 Options Shares tendered into and purchased in the Offer and underlying options with a weighted average exercise price of $21.89
Notes:
(1)	Represents three-month summary impact of bridge financing adjustments, assuming transactions occurred on January 1, 2006.
(2)	Represents three-month incremental summary impact of long-term financing in excess of bridge financing, and subsequent refinancing of Bridge Loan with Long-term proceeds assuming the transactions occurred on January 1, 2006.
(3)	Total interest expense on long-term financing is represented by the sum of the Bridge Loan interest expense of $16,650 (5.55% assumed interest rate) plus the interest expense on long-term debt in excess of the interest expense on the Bridge Loan of $5,204, for a total interest expense on long term debt of $21,854 (assuming weighted average interest rate of 7.28%). A 0.125% increase in interest rates would increase interest expense by $375,000.
(4)	Pro forma income statement presentation does not include the three-month portion of the expected $15 million of incremental cost savings in the Recapitalization Plan.
(5)	A 0.125% increase in interest rates would decrease the pro forma ratio of earnings to fixed charges from 2.58 to 2.56.

             The subsection titled “Incorporation by Reference” in Section 10 of the Offer to Purchase is amended and restated as follows:

          Incorporation by Reference. The rules of the Securities and Exchange Commission allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the Securities and Exchange Commission. These documents, including the financial statements and the notes related thereto contained in such documents, contain important information about us.

SEC Filings (File No. 1-8141)	Period or Date Filed
Form 10-K	Year ended December 31, 2005, as amended
Current Reports on Form	January 1, 2006, January 23, 2006, January 24, 2006, February 2, 2006, February 3, 2006,
8-K	February 6, 2006, February 8, 2006, February 16, 2006, March 1, 2006, March 8, 2006, March 16, 2006
	(2 Forms 8-K), March 21, 2006, March 23, 2006, March 28, 2006, April 10, 2006, April 12, 2006, April 17,
	2006, April 20, 2006, April 26, 2006 (3 Forms 8-K) and May 2, 2006
Schedule 14D-9	January 23, 2006, as amended
Quarterly Report on
Form 10-Q	March 31, 2006

                            We incorporate by reference the documents listed. You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Engelhard Corporation, 101 Wood Avenue, Iselin, New Jersey 08830, (732) 205-5000, Attention: Investor Relations. Please be sure to include your complete name and address in the request.

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Item 12.           Exhibits

                    Item 12 of the Schedule TO is hereby amended and restated as follows:

                            The Letter of Transmittal, the Notice of Guaranteed Delivery, the Letter to Clients and the Letter to Optionees are hereby amended and supplemented as follows:

                            (a)           The Letter of Transmittal and the Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees are amended by deleting the words “as promptly as practicable” when used in reference to the Company’s payment for Shares accepted in the Offer and in reference to the Company’s returning Shares that are not accepted in the Offer and replacing them with the word “promptly.”

                            (b)           The Letter of Transmittal, the Notice of Guaranteed Delivery, Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees and the Letter to Optionees are amended by deleting the words “urge stockholders to” or “urge each stockholder to” when used in reference to the stockholders consulting their own tax advisors and replacing them with the words “recommend that stockholders” or “recommend that each stockholder,” respectively.

(a)(1)(A)	Offer to Purchase, dated May 5, 2006.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated May 5, 2006.
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated
	May 5, 2006.
(a)(1)(F)	Letter to Optionees, dated May 5, 2006.
(a)(1)(G)	Notice of Instructions (Options), dated May 5, 2006.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Summary Advertisement, dated May 5, 2006.
(a)(5)(B)	Letter from Barry W. Perry, Chairman and Chief Executive Officer of Engelhard Corporation, to
	stockholders of Engelhard Corporation, dated May 5, 2006.
(a)(5)(C)	Press release, dated May 5, 2006.
(a)(5)(D)	Investor Presentation entitled “Recapitalization Plan” (incorporated by reference to Form 8-K filed with
	the SEC on April 26, 2006).
(a)(5)(E)	Preliminary Proxy Statement, dated April 26, 2006 (incorporated by reference to Form 14A filed with the
	SEC on April 26, 2006).

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(a)(5)(F)	Press release, dated May 8, 2006 (incorporated by reference to Form 8-K filed with the SEC on May 8,
	2006).
(a)(5)(G)	Preliminary Proxy Statement, dated May 8, 2006 (incorporated by reference to Form 14A filed with the
	SEC on May 8, 2006).
(a)(5)(H)	Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (incorporated by reference to Form
	10-Q filed with the SEC on May 9, 2006).
(a)(5)(I)	Preliminary Proxy Statement, dated May 11, 2006 (incorporated by reference to Form 14A filed with the
	SEC on May 11, 2006).
(a)(5)(J)	Proxy Statement, dated May 12, 2006 (incorporated by reference to Form 14A filed with the SEC on May
	12, 2006).
(a)(5)(K)	Definitive additional soliciting material, dated May 12, 2006 (incorporated by reference to Form 14A
	filed with the SEC on May 12, 2006).
(a)(5)(L)	Press release, dated May 15, 2006 (incorporated by reference to Form 14A filed with the SEC on May 15,
	2006).
(a)(5)(M)	Press release, dated May 17, 2006 (incorporated by reference to Form 14A filed with the SEC on May 17,
	2006).
(a)(5)(N)	Shareholder Presentation entitled “Ensuring Fair Value For Engelhard’s Shareholders” (incorporated by
	reference to Form 14A filed with the SEC on May 17, 2006).
(a)(5)(O)	Press release, dated May 17, 2006 (incorporated by reference to Form 14A filed with the SEC on May 18, 2006).
(b)(1)	Commitment Letter, dated as of April 25, 2006, by and among Engelhard Corporation, JPMorgan Chase
	Bank, N.A., Merrill Lynch Bank USA, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner &
	Smith (incorporated by reference to Amendment No. 20 to Schedule 14D-9 filed with the SEC on
	April 27, 2006).
(c)	Not applicable.
(d)(1)	Rights Agreement, dated as of October 1, 1998 between the Company and ChaseMellon Shareholder
	Services, L.L.C., as Rights Agent (incorporated by reference to Form 8-K filed with the SEC on October
	29, 1998).
(d)(2)(A)	Employment Agreement for Barry W. Perry, effective August 2, 2001 (incorporated by reference to Form
	10-Q filed with the SEC on August 13, 2001).
(d)(2)(B)	Amendment to Employment Agreement for Barry W. Perry, effective February 13, 2002 (incorporated by
	reference to Form 10-K filed with the SEC on March 21, 2002).
(d)(2)(C)	Amendment to Employment Agreement for Barry W. Perry, effective February 3, 2005 (incorporated by
	reference to Form 8-K filed with the SEC on February 3, 2005).
(d)(3)	2004 Share Performance Incentive Plan for Barry W. Perry, effective February 12, 2004 (incorporated by
	reference to Form 10-K filed with the SEC on March 11, 2004).
(d)(4)	Engelhard Corporation Form of Change in Control Agreement (incorporated by reference to Form 10-Q
	filed with the SEC on May 8, 2003).
(d)(5)	Engelhard Corporation Annual Restricted Cash Incentive Compensation Plan, effective as of December
	15, 2000 (incorporated by reference to Form 10-K filed with the SEC on March 30, 2001).
(d)(6)	Engelhard Corporation 2002 Long Term Incentive Plan, effective May 2, 2002 (incorporated by reference
	to the 2001 Proxy Statement filed with the SEC on March 26, 2002).
(d)(7)	Engelhard Corporation Stock Option Plan of 1991—conformed copy includes amendments through
	March 2002 (incorporated by reference to Form 10-K filed with the SEC on March 25, 2003).
(d)(8)	Engelhard Corporation Stock Option Plan of 1999 for Certain Key Employees (Non Section 16(b)
	Officers), effective February 1, 2001—conformed copy includes amendments through March 2001
	(incorporated by reference to Form 10-K filed with the SEC on March 25, 2003).
(d)(9)	Deferred Compensation Plan for Key Employees of Engelhard Corporation, effective August 1, 1985—
	conformed copy includes amendments through October 2001 (incorporated by reference to Form 10-K
	filed with the SEC on March 25, 2003).
(d)(10)	Deferred Compensation Plan for Directors of Engelhard Corporation, as restated as of May 7, 1987—
	conformed copy includes amendments through December 2002 (incorporated by reference to Form 10-K
	filed with the SEC on March 25, 2003).
(d)(11)(A)	Key Employees Stock Bonus Plan of Engelhard Corporation, effective July 1, 1986—conformed copy
	includes amendments through March 2002 (incorporated by reference to Form 10-K filed with the SEC
	on March 25, 2003).
(d)(11)(B)	Amendment to Key Employees Stock Bonus Plan of Engelhard Corporation Employees (incorporated by
	reference to Form 10-Q filed with the SEC on November 8, 2004).
(d)(12)	Stock Bonus Plan for Non-Employee Directors of Engelhard Corporation, effective July 1, 1986—
	conformed copy includes amendments through October 1998 (incorporated by reference to Form 10-K
	filed with the SEC on March 25, 2003).

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(d)(13)	Engelhard Corporation Directors and Executives Deferred Compensation Plan (1986-1989)—conformed
	copy includes amendments through December 2001 (incorporated by reference to Form 10-K filed with
	the SEC on March 25, 2003).
(d)(14)	Engelhard Corporation Directors and Executives Deferred Compensation Plan (1990-1993)—conformed
	copy includes amendments through December 2001 (incorporated by reference to Form 10-K filed with
	the SEC on March 25, 2003).
(d)(15)	Retirement Plan for Directors of Engelhard Corporation, effective January 1, 1985—conformed copy
	includes amendments through April 2000 (incorporated by reference to Form 10-K filed with the SEC on
	March 25, 2003).
(d)(16)(A)	Supplemental Retirement Program of Engelhard Corporation as amended and restated, effective January
	1, 1989—conformed copy includes amendments through February 2001 (incorporated by reference to
	Form 10-K filed with the SEC on March 25, 2003).
(d)(16)(B)	Amendment to the Supplemental Retirement Program of Engelhard Corporation, effective as of October
	2, 2003 (incorporated by reference to Form 10-Q filed with the SEC on November 13, 2003).
(d)(17)	Supplemental Retirement Trust Agreement, effective April 2002 (incorporated by reference to Form 10-K
	filed with the SEC on March 25, 2003).
(d)(18)	Engelhard Corporation Directors Stock Option Plan as amended and restated, effective May 4, 1995—
	conformed copy includes amendments through March 2001 (incorporated by reference to Form 10-K
	filed with the SEC on March 25, 2003).
(d)(19)	Engelhard Corporation Employee Stock Option Plan as amended and restated, effective May 4, 1995
	(incorporated by reference to Form 10-K filed with the SEC on March 25, 2003).
(d)(20)	Engelhard Corporation Deferred Stock Plan for Non-Employee Directors—conformed copy includes
	amendments made through December 2002 (incorporated by reference to Form 10-K filed with the SEC
	on March 25, 2003).
(d)(21)	Form of Stock Option Agreement used pursuant to the Engelhard Corporation Stock Option Plan of 1999
	for Certain Key Employees (incorporated by reference to Form 10-Q filed with the SEC on August 6,
	2004).
(d)(22)	Form of Stock Option Agreement used pursuant to the Engelhard Corporation 2002 Long Term Incentive
	Plan (incorporated by reference to Form 10-Q filed with the SEC on August 6, 2004).
(d)(23)	Form of Restricted Share Unit Agreement used pursuant to the Engelhard Corporation 2002 Long Term
	Incentive Plan Employees (incorporated by reference to Form 10-Q filed with the Securities and
	Exchange Commission on August 6, 2004).
(d)(24)	Change in Control Agreement for Edward Wolynic, effective January 21, 2006 (incorporated by
	reference to Form 8-K filed with the SEC on January 23, 2006).
(d)(25)	Salary Continuation Policy (incorporated by reference to Form 8-K filed with the SEC on January 23,
	2006).
(d)(26)	Enhanced Salary Continuation Policy (incorporated by reference to Form 8-K filed with the SEC on
	January 23, 2006).
(d)(27)	Form of letter agreement (incorporated by reference to Form 8-K filed with the SEC on January 23,
	2006).
(g)	Not applicable.
(h)	Not applicable.

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SIGNATURE

     After due 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.

	ENGELHARD CORPORATION
By:	/s/ Michael A. Sperduto
	Name:	Michael A. Sperduto
	Title:	Vice President and Chief Financial
		Officer

Dated: May 19, 2006

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CORRESP

(212) 701-3323

May 19, 2006

Daniel F. Duchovny, Esq.
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, NE
Washington, DC 20549

Re:	Engelhard Corporation
	Schedule TO
	Filed May 5, 2006
	File No. 005-37173

Dear Mr. Duchovny:

     Set forth below are the comments of the staff of the Commission (the “Staff”) contained in your letter dated May 10, 2006 relating to the Schedule TO (the “Schedule TO”) filed May 5, 2006 by Engelhard Corporation (the “Company”). Immediately below each comment is the response of the Company with respect thereto. The Company is contemporaneously filing an amendment to the Schedule TO containing the changes described herein. The Company has authorized us to make the following statements on its behalf:

Schedule TO-I
	1.     Please provide the information required by Item 1006(c) of Regulation M-A.
	Response: The Company has complied with this comment by revising Item 6 of the Schedule TO.

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Offer to Purchase
	2.     Please tell us why you have not filed the relevant portions of this offer document as soliciting materials in connection with your proxy solicitation.
	Response: The Company filed a report on Form 8-K dated May 5, 2006 satisfying the filing obligation for soliciting material pursuant to Rule 14a-12 under the Exchange Act and incorporating the Schedule TO by reference.
Cover page
	3.     Please revise the language in the first paragraph of this cover page that states that you will return tendered and unpurchased securities “as promptly as practicable” after the expiration of the offer to state that you will return such securities “promptly,” as required by Rule 13e-4(f)(5). Please make a similar revision (both with respect to a return of securities and to the payment for tendered securities) throughout the offer document, in the letter of transmittal and related documents.
	Response: The Company has complied with this comment by revising Item 4 of the Schedule TO.
Procedures for Tendering Shares, page 15
	4.     We note in your letter of transmittal a reference to securities held under the Dividend Reinvestment Plan. Please revise this section, and the remainder of the offer document as necessary, to disclose the procedures for tendering those securities.
	Response: The Company has complied with this comment by revising Item 4 of the Schedule TO.
Conditions of the Offer, page 21
	5.     Please note that it is our position that a tender offer subject to a financing condition must remain open for at least five business after the financing condition has been waived or satisfied. Revise the Offer accordingly. Refer to Exchange Act Release No. 34-24296 (April 3, 1987) for guidance.
	Response: The Company has entered into a commitment letter with JPMorgan Chase Bank, N.A., Merrill Lynch Bank USA, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith, dated April 25, 2006 (such letter, together with the attached terms and conditions, the “Commitment Letter”), with respect to the bridge facility. The Commitment Letter has been filed previously as Exhibit (b)(1) to the Schedule TO, and disclosed in the Offer to Purchase, which is filed as Exhibit (a)(1)(A) to the Schedule TO.

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The Staff’s comment suggests that the satisfaction (as opposed to the waiver) of the Company’s financing condition as currently set forth in the Offer to Purchase would constitute a material change to the tender offer requiring the tender offer to run or be extended for at least five business days thereafter.

We note that the Staff has long recognized a distinction between legally binding commitment letters and non-binding financial arrangements. Unlike tender offers containing a “true” financing condition (i.e., where there is only a non-binding financial arrangement or no financial arrangement at all), the Company’s tender offer was commenced with a fully underwritten and legally binding commitment letter in place to provide the funds necessary to purchase the Shares. The Company respectively submits that it already has “committed” financing, described in detail in Item 9 of the Offer to Purchase, and that therefore the condition currently set forth in the Offer to Purchase refers, in effect, to a more limited “funding” condition.

Accordingly, by disclosing the Commitment Letter in the Offer to Purchase and by filing it as an exhibit, the Company has identified its source of financing, disclosed its material terms and conditions to shareholders and made clear that it is prepared to borrow the funds from such financing source necessary to consummate the tender offer on the terms described in the Commitment Letter. In other words, the Company’s financing is effectively only conditioned upon the satisfaction of the conditions to funding described in Section 9 of the Offer to Purchase and other customary conditions. In addition, closing of the tender offer is subject to the conditions set forth in Section 7 of the Offer to Purchase.

In the event that the tender offer is required to remain open for five business days after satisfaction of the financing condition, the Company would be required to waive, in advance, the condition that the lenders fund the committed financing, as the lenders will make the funds available only upon and simultaneously with the Company’s acceptance for payment of shares tendered in the tender offer. In this regard, this funding condition is similar to conditions to a tender offer (such as a minimum share condition if there had been one) which, by their terms, can only be satisfied at the expiration of the offer. As a result, if the Company were to waive in advance the financing condition, the Company would be at risk in the event that, for whatever reason, the lenders did not, in fact, make such financing available. We would respectfully submit that there is no reason that the Company should bear such risk. Alternatively, for the Company to alleviate this risk fully, it would have to borrow $1.2 billion in advance of the expiration of the tender offer, even though it would not yet know the number of shares tendered or whether any of the other conditions to the tender offer have been triggered. We respectfully submit that such a requirement would be costly and impractical.

To the extent that the Staff is concerned that shareholders possess all material information necessary to make an informed decision about whether to tender, the Company can confirm that it expects to enter into definitive financing agreements on terms materially consistent with those described in the Commitment Letter and in the Offer to Purchase. As long as the

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Company executes definitive financing agreements on terms materially consistent with the Commitment Letter, the Company’s execution of the definitive agreements would not be a material change to facts already disclosed to shareholders. However, if the Company executes definitive financing agreements the terms of which differ materially from what is contemplated by the Commitment Letter and what has been disclosed to investors, then the Company acknowledges that it would need to ensure that the tender offer is open for sufficient additional time after the date of the disclosure of the material change (which may require an extension of the tender offer depending on when the disclosure occurs).

In sum, the Company believes that shareholders have already been informed that the Company has committed financing and have been provided summaries of the material terms of and conditions to such financing. The Company respectfully submits that shareholders do not need five business days to evaluate the fact that committed financing has been provided pursuant to a prior binding commitment on terms and conditions materially consistent with those previously disclosed.

The Company acknowledges that the waiver (as opposed to satisfaction) of the financing condition would be a material change to the tender offer and that such a waiver would require disclosure to shareholders to allow sufficient time for them to evaluate that information (which may require an extension of the tender offer depending on when the disclosure occurs).

6.     Refer to the last paragraph of this section relating to your failure to exercise any of the rights described in this section. This language suggests that once an offer condition is triggered, you must decide whether or not to waive the condition. Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s). Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so. Please confirm your understanding supplementally.

Response: The Company confirms its understanding that if it decides to proceed with the offer even if a condition is triggered, such decision constitutes a waiver of the unsatisfied condition. The Company confirms its understanding that in such circumstances it may be required to extend the offer and to circulate new disclosure to security holders, depending upon the materiality of the condition waived and the number of days remaining in the offer period.

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Source and Amount of Funds, page 22
	7.     Please disclose whether a material adverse change described in the first bullet point on page 23 has occurred between December 31, 2005 and the present time. Also, explain the meaning of the term “ICON.”
	Response: The Company does not believe that a material adverse change described in the first bullet point on page 23 has occurred between December 31, 2005 and the present time. If such a material adverse change had occurred, the Company understands that it would have an obligation to disclose that fact to shareholders. The Company has revised Item 4 of the Schedule TO to explain the meaning of the term “ICON.”
Certain Information Concerning Engelhard, page 23
	8.We note you have incorporated by reference the financial information required by Item 1010(a) of Regulation M-A and have provided the summary information required by Item 1010(c). Please provide information required by Item 1010(c)(4) and (5).
	Response: The Company has complied with this comment by revising Item 10 of the Schedule TO.
Interests of Directors and Executive Offers, page 27
	9.     With respect to your disclosure in the first paragraph of page 29, please tell us why you need to qualify your disclosure “to the best of [your] knowledge” given your disclosure that your disclosure is based on records and information provided to you. Alternatively, please explain or delete the qualifier.
	Response: The Company has complied with this comment by revising Item 4 of the Schedule TO.
Certain Material United States Federal Income Tax Consequences, page 31
	10.While you may recommend that security holders consult their tax advisors with respect to their particular tax consequences, you may not “urge” them to do so. Please revise.
	Response: The Company has complied with this comment by revising Item 4 of the Schedule TO.

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Revised Preliminary Proxy Statement
	11.     Please disclose the substance of your response to prior comment 8 with respect to the source of the expected $15 million annual cost savings beginning in 2007.
	Response: The Company has responded to this comment Number 11 relating to the Schedule 14A filed May 8, 2006 in a separate response letter dated May 11, 2005.

     The Company has authorized us to acknowledge on its behalf that (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing to which this response letter relates, (2) Staff comments or changes in response to Staff comments in the disclosure in the filing to which this response relates do not foreclose the Commission from taking any action with respect to such filing and (3) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     Comments or questions regarding any matters with respect to the Schedule TO may be directed to the undersigned at (212) 701-3323 or W. Leslie Duffy at (212) 701-3840.

Sincerely,

/s/ John Schuster

John Schuster

cc:	Arthur A. Dornbusch, II, Esq.
	Richard D. Katcher, Esq.
	Kenneth W. Orce, Esq.
	W. Leslie Duffy, Esq.