WASHINGTON, D.C. 20549 
      SCHEDULE 14A 
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  On May 30, 2006, the Company filed Amendment No. 4 to its Schedule TO, dated May 5, 2006, and Amendment No. 30 to its Schedule 14D-9. A copy of those amendments are incorporated herein by reference. 
  On May 30, 2006, the Company issued the following press release.     
      Ted Lowen, 
      Engelhard Corp. 
      Investor Relations 
      Gavin A. Bell, 
      Engelhard Corp. 
      Ref. #C1455 
      Dan Katcher / 
      Eden Abrahams 
      Joele Frank, Wilkinson 
      Brimmer Katcher 
      Engelhard Corporation 
      101 Wood Ave. 
      P.O. Box 770 
  For Immediate Release    Iselin, NJ 08830 
  ISELIN, NJ, May 30, 2006 – Engelhard Corporation (NYSE: EC), one of the largest surface and 
  materials science companies in the world, today announced that it has entered into a definitive merger 
  agreement under which BASF (NYSE: BF) will acquire all the outstanding shares of Engelhard for $39 
  per share in cash, giving the transaction a total net equity value (including stock options net of strike 
  price) of approximately     

  $5.0 billion and a total enterprise value of approximately $5.6 billion including net debt. 
          Engelhard’s Board of Directors unanimously approved the merger agreement and recommends all 
  Engelhard shareholders tender their shares into BASF’s tender offer. 
          Under terms of the merger agreement, BASF will amend its $39 per share tender offer to provide 
  a greater degree of certainty to Engelhard shareholders than would have been the case had shareholders 
  tendered their shares into BASF’s earlier unsolicited offer, which contained numerous conditions that are 
  not included in the merger agreement. 
          Engelhard’s board will withdraw the company’s $45 per share self-tender offer for 20% of the 
  company’s shares and will adjourn the Annual Meeting of Shareholders scheduled to take place on June 
  2, 2006 to June 30, 2006. 
          “Our board has determined that the $39 per share offer provides fair value to our shareholders, 
  and the agreement paves the way for an orderly and cooperative transaction,“ said Barry W. Perry, 
  Engelhard’s chairman and chief executive officer. “Our ability to deliver this value would not have been 
  possible without the extraordinary efforts of our employees, who stayed focused and demonstrated their 
  dedication and ingenuity by delivering outstanding results.” 
          Engelhard will shortly mail its formal recommendation to its shareholders that they tender into 
  the offer at the same time BASF mails its revised tender offer materials. 
        Merrill Lynch & Co. is acting as financial advisor to Engelhard and Cahill Gordon & Reindel 
  LLP and Wachtell, Lipton, Rosen & Katz are acting as legal advisors. Both Merrill Lynch and JPMorgan 
  Chase & Co. provided opinions to the Engelhard Board as to the fairness from a financial point of view of 
  BASF’s $39 per share tender offer. 
          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 announcement contains forward-looking statements. These statements relate to 
  analyses and other information that are based on forecasts of future results and estimates of amounts not yet 
  determinable. These statements also relate to future prospects, developments and business strategies. These forward- 
  looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," 
  "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including 
  references to assumptions. These forward-looking statements involve risks and uncertainties, internal and external, 
  that may cause Engelhard's actual future activities and results of operations to be materially different from those 
  suggested or described in this announcement. For a more thorough discussion of these factors, please refer to 
  "Forward-Looking Statements" (excluding the first sentence thereof), "Risk Factors" and "Key Assumptions" on 
  pages 34, 35 and 38, respectively, of Engelhard's 2005 Annual Report on Form 10-K, dated March 3, 2006. 
  Investors are cautioned not to place undue reliance on any forward-looking statement, which speaks only as of the 
  date made, and to recognize that forward-looking statements are predictions of future results, which may not occur 
  as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and 
  from historical results due to the risks and uncertainties described above, as well as others that Engelhard may 
  consider immaterial or do not anticipate at this time. The foregoing risks and uncertainties are not exclusive and 
  further information concerning Engelhard and its businesses, including factors that potentially could materially 
  affect its financial results or condition, may emerge from time to time. Investors are advised to consult any further 
  disclosures Engelhard makes on related subjects in Engelhard's future periodic and current reports and other 
  documents that Engelhard files with or furnishes to the Securities and Exchange Commission ("SEC"). 
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