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): November 23, 2004

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

           Delaware                       1-8142                22-1586002
           --------                       ------                ----------
(State or other jurisdiction of        (Commission           (I.R.S. Employer
        incorporation)                 File Number)         Identification No.)

            101 Wood Avenue, Iselin, New Jersey                   08830
            -----------------------------------                   -----
         (Address of principal executive offices)               (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

On November 23, 2004, Engelhard Corporation committed to a plan to reduce costs
and improve operating efficiency at its Middle Georgia Operations, which
manufacture kaolin-based products. The planned actions are consistent with the
company's ongoing efforts to simplify processing and manage product mix to
maximize profitability and growth opportunities. The plan calls for
consolidation of certain manufacturing operations resulting in a reduced number
of employees. The company expects to record a severance charge of approximately
$1.5 million in the fourth quarter of 2004. The severance will be paid out in
cash over the next 12 months. Employees eligible for severance under this plan
were notified December 1, 2004, and will be severed by December 31, 2004.

Item 2.06 Material Impairments.

As a result of the decision to consolidate certain manufacturing operations in
order to improve efficiency, as described under Item 2.05 above, the company
will incur an impairment charge in the fourth quarter of 2004 for idled
equipment. This charge is estimated to range between $5.0 million and $7.0
million and will be non-cash. Both amounts will be included in "Operating
Earnings" in the "Special Charge" line of the "Consolidated Statement of



     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 hereunto duly authorized.

                                                     ENGELHARD CORPORATION

Date:         December 1, 2004                      /s/ Michael A. Sperduto
      ------------------------------        ------------------------------------
                                                 Name:  Michael A. Sperduto
                                                 Title: Vice President and
                                                        Chief Financial Officer