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): October 7, 2004

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

               Delaware                                 1-8142                               22-1586002
    (State or other jurisdiction of            (Commission File Number)         (I.R.S. Employer 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 1.01 Entry into a Material Definitive Agreement.

The Board of Directors of the Company has approved a cash bonus to compensate
employees who have stock options scheduled to expire in December 2004 and
February 2005 for the lost opportunity to sell the underlying shares issued upon
exercise of those options because of the existence of any Company-imposed ban on
the sale of Company securities. Employees with options expiring in December 2004
and/or February 2005, including named executive officers, would receive the
difference between the option exercise price and the average share price on the
twenty prior trading days up to and including the expiration date. The Company
expects total payments will be approximately $2,000,000.



     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 13, 2004              /s/ Michael A. Sperduto
     ----------------------------------   --------------------------------
                                            Name: Michael A. Sperduto
                                            Title: Vice President and 
                                                   Chief Financial Officer