---

#### UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

### FORM 10-Q

(Mark One)

#### [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002
OR

#### [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number 1-8142

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

|DELAWARE                        | 22-1586002                     
|------------------------------- | -------------------------------
|(State or other jurisdiction or | (I.R.S. Employer Identification
|incorporation or organization)  | No.)                           

101 WOOD AVENUE, ISELIN, NEW JERSEY, 08830
(Address of principal executive offices)

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  x     No

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.

Class of Common Stock            
Outstanding at October 31, 2002   $1 par value                                   
127,786,189

---

# PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

# ENGELHARD CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                        (Thousands, except per share data)
                                   (Unaudited)

|                                           | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|------------------------------------------ | ------------------------------- | ------------------------------
|
|Net sales                                  | $                               | 858,574                       
|Cost of sales                              |                                 | 702,820                       
|Gross profit                               |                                 | 155,754                       
|Selling, administrative and other expenses |                                 | 78,814                        
|Special (credit) charge                    |                                 | -                             
|Operating earnings                         |                                 | 76,940                        
|Equity in earnings of affiliates           |                                 | 3,870                         
|Equity investment impairment               |                                 | (57,704                       
|Loss on investments                        |                                 | -                             
|Interest expense, net                      |                                 | (5,980                        
|Earnings before income taxes               |                                 | 17,126                        
|Income tax expense                         |                                 | 14,213                        
|Net earnings                               | $                               | 2,913                         
|Basic earnings per share                   | $                               | 0.02                          
|Diluted earnings per share                 | $                               | 0.02                          
|Cash dividends paid per share              | $                               | 0.10                          
|Average number of shares                   |                                 |                               
|outstanding - basic                        |                                 | 127,732                       
|Average number of shares                   |                                 |                               
|outstanding - diluted                      |                                 | 129,839                       

See the Accompanying Notes to the Unaudited Condensed Consolidated
                            Financial Statements

# ENGELHARD CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Thousands)
                                   (Unaudited)

|                                           | September 30, 2002 | December 31,2001
|------------------------------------------ | ------------------ | ----------------
|Cash                                       | $                  | 81,860          
|Receivables, net                           |                    | 344,659         
|Committed metal positions                  |                    | 519,217         
|Inventories                                |                    | 418,942         
|Other current assets                       |                    | 132,448         
|Total current assets                       |                    | 1,497,126       
|Investments                                |                    | 178,373         
|Property, plant and equipment, net         |                    | 815,377         
|Goodwill                                   |                    | 271,710         
|Other intangible and noncurrent assets     |                    | 207,358         
|Total assets                               | $                  | 2,969,944       
|Short-term borrowings                      | $                  | 407,412         
|Accounts payable                           |                    | 186,646         
|Hedged metal obligations                   |                    | 510,891         
|Other current liabilities                  |                    | 297,639         
|Total current liabilities                  |                    | 1,402,588       
|Long-term debt                             |                    | 245,644         
|Other noncurrent liabilities               |                    | 246,060         
|Shareholders' equity                       |                    | 1,075,652       
|Total liabilities and shareholders' equity | $                  | 2,969,944       

See the Accompanying Notes to the Unaudited Condensed Consolidated
                            Financial Statements

# ENGELHARD CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Thousands)
                                   (Unaudited)

|                                                                                        | Nine Months EndedSeptember 30,
|--------------------------------------------------------------------------------------- | ------------------------------
|
|Cash flows from operating activities                                                    |                               
|Net earnings                                                                            | $                             
|Adjustments to reconcile net earnings to net cash      provided by operating activities |                               
|Depreciation and depletion                                                              |                               
|Amortization of intangible assets                                                       |                               
|Loss on investments                                                                     |                               
|Equity results, net of dividends                                                        |                               
|Equity investment impairment                                                            |                               
|Net change in assets and liabilities                                                    |                               
|Metal related                                                                           |                               
|All other                                                                               |                               
|Net cash provided by operating activities                                               |                               
|Cash flows from investing activities                                                    |                               
|Capital expenditures                                                                    |                               
|Proceeds from sale of investments                                                       |                               
|Acquisitions and other investments                                                      |                               
|Net cash used in investing activities                                                   |                               
|Cash flows from financing activities                                                    |                               
|Increase in short-term borrowings                                                       |                               
|Increase in hedged metal obligations                                                    |                               
|Repayment of long-term debt                                                             |                               
|Purchase of treasury stock                                                              |                               
|Stock option plan transactions                                                          |                               
|Dividends paid                                                                          |                               
|Net cash used in financing activities                                                   |                               
|Effect of exchange rate changes on cash                                                 |                               
|Net increase in cash                                                                    |                               
|Cash at beginning of year                                                               |                               
|Cash at end of period                                                                   | $                             

See the Accompanying Notes to the Unaudited Condensed Consolidated
                             Financial Statements

# ENGELHARD CORPORATION
                          BUSINESS SEGMENT INFORMATION
                                   (Thousands)
                                   (Unaudited)

|                                                  | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|------------------------------------------------- | ------------------------------- | ------------------------------
|
|Net Sales     Environmental Technologies          | $                               | 158,197                       
|Process Technologies                              |                                 | 125,635                       
|Appearance and Performance                        |                                 |                               
|Technologies                                      |                                 | 171,882                       
|Technology segments                               |                                 | 455,714                       
|Materials Services                                |                                 | 382,080                       
|All Other                                         |                                 | 20,780                        
|Total net sales                                   | $                               | 858,574                       
|Operating Earnings     Environmental Technologies | $                               | 20,103                        
|Process Technologies                              |                                 | 21,339                        
|Appearance and Performance                        |                                 |                               
|Technologies                                      |                                 | 27,045                        
|Technology segments                               |                                 | 68,487                        
|Materials Services                                |                                 | 8,288                         
|All Other                                         |                                 | 165                           
|Total operating earnings                          |                                 | 76,940                        
|Equity in earnings of     affiliates              |                                 | 3,870                         
|Equity investment impairment                      |                                 | (57,704                       
|Loss on investments                               |                                 | -                             
|Interest expense, net                             |                                 | (5,980                        
|Earnings before income               taxes        |                                 | 17,126                        
|Income tax expense                                |                                 | 14,213                        
|Net earnings                                      | $                               | 2,913                         

See the Accompanying Notes to the Unaudited Condensed Consolidated
                            Financial Statements

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation

The unaudited condensed consolidated financial statements of Engelhard
Corporation and subsidiaries (the "Company") contain all adjustments, which, in
the opinion of Management, are necessary for a fair presentation of the results
for the interim periods presented. The financial statement results for interim
periods are not necessarily indicative of financial results for the full year.
These financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's 2001 Annual
Report to Shareholders. The unaudited condensed consolidated financial
statements include the accounts of the Company and its subsidiaries. All
significant intercompany transactions and balances have been eliminated in
consolidation. Certain prior-year amounts have been reclassified to conform with
the current-year presentation.

Note 2 - Equity Investment Impairment

In the third quarter of 2002, the Company recorded an impairment
charge of $57.7 million ($0.44 per share on a diluted basis) associated with its Engelhard-CLAL joint venture.
On September 19, 2002, the Company and its partner, Fimalac, formally agreed to adopt a plan to unwind
their Paris-based joint venture, Engelhard-CLAL.  The adoption of this plan will cause the joint venture to incur
certain costs which will reduce the future cash flows of the joint venture and
will cause the Company to include the associated currency translation loss in the carrying value of the
investment.  In accordance with APB 18, "The Equity Method of Accounting for Investments in Common
Stock," the Company has recognized the resulting impairment and reduced the carrying amount of the investment
to its fair value. The Company previously disclosed that upon adoption of a plan to liquidate the joint
venture, an impairment would likely be recognized.  The Company expects to receive a liquidating distribution
in the form of cash and assets over the next four quarters in the range of $50.0 - $55.0 million.

Note 3 - Inventories

Inventories consist of the following (in thousands):

|                  | September 30, 2002 | December 31, 2001
|----------------- | ------------------ | -----------------
|Raw materials     | $                  | 98,286           
|Work in process   |                    | 74,202           
|Finished goods    |                    | 229,631          
|Precious metals   |                    | 16,823           
|Total inventories | $                  | 418,942          

The majority of the Company's physical metal is carried in the
committed metal positions line on the balance sheet with the remainder carried in the inventory line.
All precious metals included in inventory are stated at LIFO cost. The market value of the precious metals
inventories exceeded cost by $77.8 million and $111.1 million at September 30, 2002
and December 31, 2001, respectively. Net earnings include after-tax gains of $3.1 million and $3.2 million
for the third quarter and nine months ended September 30, 2002  and 2001, respectively, from the sale of inventory accounted for under the LIFO method.

Note 4 - Comprehensive Income

Comprehensive income is summarized as follows (in thousands):

|                                                                               | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|------------------------------------------------------------------------------ | ------------------------------- | ------------------------------
|
|Net earnings                                                                   | $                               | 2,913                         
|Other comprehensive income (loss):     Foreign currency translation adjustment |                                 | 17,332                        
|Cash flow hedge adjustment, net of tax                                         |                                 | 725                           
|Investment adjustment, net of tax                                              |                                 | (183                          
|Comprehensive income                                                           | $                               | 20,787                        

No provision has been made for U.S. or additional foreign taxes on the
undistributed earnings of foreign subsidiaries because such earnings are
expected to be reinvested indefinitely in the subsidiaries' operations. The investment adjustment
represents the write-down of the "unrestricted" shares of the Company's Plug Power investment to their
estimated fair value.  See Note 6, "Derivatives and Hedging," for details on the cash flow hedge adjustment.

Note 5 - Earnings Per Share

The following table represents the computation of basic and diluted earnings per
share:

|                                      | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|------------------------------------- | ------------------------------- | ------------------------------
|(in thousands, except per share data)
|Basic EPS Computation                 |                                 |                               
|Net earnings applicable to common     |                                 |                               
|shares                                | $                               | 2,913                         
|Average number of shares              |                                 |                               
|outstanding - basic                   |                                 | 127,732                       
|Basic earnings per share              | $                               | 0.02                          
|Diluted EPS Computation               |                                 |                               
|Net earnings applicable to common     |                                 |                               
|shares                                | $                               | 2,913                         
|Average number of shares              |                                 |                               
|outstanding - basic                   |                                 | 127,732                       
|Effect of dilutive stock options and  |                                 |                               
|other incentives                      |                                 | 2,107                         
|Average number of shares              |                                 |                               
|outstanding - diluted                 |                                 | 129,839                       
|Diluted earnings per share            | $                               | 0.02                          

Note 6 - Derivatives and Hedging

The Company reports all derivative instruments on the balance sheet at
their fair value. Changes in the fair value of derivatives designated as cash flow hedges are initially
recorded in comprehensive income and are reclassified to earnings in the period the hedged item is
reflected in earnings. Changes in the fair value of derivatives that are not designated as
cash flow hedges are reported immediately in earnings.

In order to manage in a manner consistent with historical processes,
procedures and systems and to achieve operating economies, certain economic
hedge transactions are not designated as hedges for accounting purposes. In
those cases, which primarily relate to platinum group metals, the Company will
continue to mark to market both the hedge instrument and the related position
constituting the risk hedged, recognizing the net effect in current earnings.

The Company documents all relationships between derivative hedging
instruments and items impacted by cash flow hedges at the time the hedges are
initiated, as well as its risk-management objectives and strategy for entering
into various hedge transactions. For the three and nine-month periods ended September
30, 2002 and 2001, there was no gain or loss recognized in earnings resulting
from hedge ineffectiveness.

Foreign Exchange Contracts

The Company designates as cash flow hedges certain foreign currency forward
contracts entered into as hedges against anticipated receivables or payables
which will arise from forecasted transactions that are denominated in currencies
other than the functional currency of the entity which will hold those assets or
liabilities. The ultimate maturities of the contracts are timed to coincide with
the expected occurrence of the underlying sale or purchase transaction.

For the three and nine-month periods ended September 30, 2002,
the Company reported after-tax gains of $0.3 million and after-tax losses of $0.3 million, respectively, in
accumulated other comprehensive income relating to the change in the fair value
of derivatives designated as foreign exchange cash flow hedges. For the three
and nine-month periods ended September 30, 2001, the Company reported after-tax losses
of $0.9 million and after-tax gains of $0.2 million, respectively, in
accumulated other comprehensive income relating to the change in the fair value
of derivatives designated as foreign exchange cash flow hedges. It is expected
that cumulative losses of $0.1 million as of September 30, 2002 will be reclassified into
earnings within the next three months. There was no gain or loss reclassified from
accumulated other comprehensive income into earnings as a result of the
discontinuance of cash flow hedges due to the probability of forecasted
transactions not occurring. As of September 30, 2002, the maximum length of time over
which the Company is hedging its exposure to movements in foreign exchange rates
for forecasted transactions is three months.

A second group of forward contracts entered into to hedge the exposure to
foreign currency fluctuations associated with certain monetary assets and
liabilities is not designated as hedging instruments for accounting purposes.
Changes in the fair value of these items are recorded in earnings to offset the
foreign exchange gains and losses arising from the effect of changes in exchange rates used to
measure related monetary assets and liabilities.

Commodity Contracts

The Company enters into contracts that are designated as cash flow hedges
to protect a portion of its exposure to movements in certain commodity prices.
The ultimate maturities of the contracts are timed to coincide with the expected
purchase of these commodities.

For the three and nine-month periods ended September 30, 2002, the Company
reported after-tax gains of $0.5 million and $5.1 million, respectively, in
accumulated other comprehensive income relating to the change in the fair value
of derivatives designated as cash flow commodity hedges. For the three and nine-month periods ended
September 30, 2001, the Company reported after-tax losses of $1.6
million and $8.0 million, respectively, in accumulated other comprehensive
income relating to the change in the fair value of derivatives designated as
cash flow commodity hedges. These amounts primarily relate to derivatives
designated as natural gas cash flow hedges. It is expected that cumulative gains of $0.3
million as of September 30, 2002 will be reclassified into earnings within the next three months.
As of September 30, 2002, the maximum length of time over which the Company is hedging its exposure to
movements in commodity prices for forecasted transactions is three months.

Note 7 - Goodwill and Other Intangible Assets

The Company adopted Statement of Financial Accounting Standards (SFAS) No.
141, "Business Combinations," for all acquisitions made after June 30, 2001.
This statement requires that all business combinations be accounted for by the
purchase method and that intangible assets be recognized apart from goodwill if
they meet certain criteria. Adoption of this statement did not have a material
effect on the Company's financial statements.

The Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," on January 1, 2002. SFAS No. 142
addresses post-acquisition financial accounting and reporting for acquired
goodwill and other intangible assets. Under this new statement, goodwill and
other intangible assets that have indefinite useful lives will not be amortized,
but rather will be tested for impairment based on the specific guidance of SFAS
No. 142. The Company did not recognize an impairment loss as a result of the
impairment testing that was completed in the second quarter of 2002.

The following table sets forth the pro forma impact of applying the new
non-amortization provisions of SFAS No. 142 on net income and earnings per share
reported for the three and nine-month periods ended September 30, 2001 (in thousands,
except per share amounts):

|                                                                   | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|------------------------------------------------------------------ | ------------------------------- | ------------------------------
|
|Net Income     Reported net income                                 | $                               | 2,913                         
|Add back: Goodwill amortization, net of tax                        |                                 | -                             
|Tradename amortization, net of tax                                 |                                 | -                             
|Adjusted net income                                                | $                               | 2,913                         
|Basic Earnings Per Share     Reported basic earnings per share     | $                               | 0.02                          
|Add back: Goodwill amortization, net of tax                        |                                 | -                             
|Tradename amortization, net of tax                                 |                                 | -                             
|Adjusted basic earnings per share                                  | $                               | 0.02                          
|Diluted Earnings Per Share     Reported diluted earnings per share | $                               | 0.02                          
|Add back: Goodwill amortization, net of tax                        |                                 | -                             
|Tradename amortization, net of tax                                 |                                 | -                             
|Adjusted diluted earnings per share                                | $                               | 0.02                          

The following information relates to acquired amortizable intangible assets
(in thousands):

|                                       | As of September 30, 2002 | As of December 31, 2001
|-------------------------------------- | ------------------------ | -----------------------
|
|Acquired Amortizable Intangible Assets |                          |                        
|Usage right                            | $                        | 16,213                 
|Supply agreements                      |                          | 14,701                 
|Technology licenses                    |                          | 7,038                  
|Other (a)                              |                          | 4,034                  
|Total                                  | $                        | 41,986                 

As of September 30, 2002, the estimated aggregate amortization expense for each
of the five succeeding years is as follows (in thousands):

|Estimated Annual Amortization Expense:
|--------------------------------------
|2002                                  
|2003                                  
|2004                                  
|2005                                  
|2006                                  

The following table represents the changes in the carrying amount of
goodwill for the nine-month period ended September 30, 2002 (in thousands):

|                                            | EnvironmentalTechnologies |  | ProcessTechnologies |   | Appearance &PerformanceTechnologies |   | AllOther |         | Total
|------------------------------------------- | ------------------------- |  | ------------------- | - | ----------------------------------- | - | -------- | ------- | -----
|Balance as of January 1, 2002               | $                         |  | 12,333              |   |                                     | $ |          | 108,172 |      
|Goodwill additions                          |                           |  | 800                 |   |                                     |   |          | -       |      
|Reclass of other intangible asset (a)       |                           |  | -                   |   |                                     |   |          | -       |      
|Foreign currency translation     adjustment |                           |  | 373                 |   |                                     |   |          | (1      | )    
|Purchase accounting adjustment              |                           |  | -                   |   |                                     |   |          | (1,900  | )    
|Other                                       |                           |  | (172                | ) |                                     |   |          | -       |      
|Balance as of September 30, 2002            | $                         |  | 13,334              |   |                                     | $ |          | 106,271 |      

|(a) | SFAS No. 141 provides that an intangible asset shall be recognized
     apart from goodwill if it arises from contractual or other legal rights
     or if it is separable from the acquired entity. In accordance with the
     transition provisions of the statement, the Company reviewed its intangible
     assets to determine if they met the new criteria. As a result, it was
     determined that an other intangible asset of $18.6 million did not meet
     the new criteria and should thus be recognized as goodwill upon adoption
     of SFAS No. 142.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 8 - Committed Metal Positions and Hedged Metal Obligations

Both spot metal positions and derivative instruments are stated at fair value. Fair
value is based on published market prices. The following table sets forth the
Company's unhedged metal positions included in committed metal positions in the
Company's "Consolidated Balance Sheets":

Metal Positions Information (in millions):

|                               | September 30, 2002 |   | December 31, 2001
|------------------------------ | ------------------ | - | -----------------
|
|Platinum group metals          | Long               | $ | 20.6             
|Gold                           | Long               |   | 0.1              
|Silver                         | Short              |   | 0.1              
|Base metals                    | Long               |   | 4.6              
|Total unhedged metal positions |                    | $ | 25.4             

Committed metal positions include significant advances made for the
purchase of precious metals that have been delivered to the Company but for which the final purchase
price has not yet been determined. As of the end of the quarter, the aggregate market value of those
metals had fallen below the amounts advanced by a total of $183.8 million. This
excess may grow or may be eliminated based on market price changes. The Company
expects it will be settled through the receipt of cash or metals and that no
loss will be incurred due to non-performance.

Derivative metal and foreign currency instruments are used to hedge metal
positions and obligations. Over 99% of these instruments have settlement terms
of less than one year. The remaining instruments are expected to settle within
two years. These derivative metal and foreign currency instruments consist of the
following:

Metal Hedging Instruments (in millions):

|                                       | September 30, 2002          |  | December 31, 2001         
|-------------------------------------- | --------------------------- |  | --------------------------
|
|Metal forwards/futures                 | $                   1,258.4 |  | $                    458.6
|Eurodollar futures                     | 183.2                       |  | 83.7                      
|Swaps                                  | 22.1                        |  | 24.4                      
|Options                                | 60.2                        |  | 56.5                      
|Foreign exchange      forwards/futures | -                           |  | 31.1                      

Note 9 - New Accounting Pronouncements

In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)."
The primary difference between this Statement and Issue 94-3 relates to its requirements for recognition
of a liability for a cost associated with an exit or disposal activity.  This Statement requires that
a liability for a cost associated with an exit or disposal activity be recognized when the liability is
incurred.  The provisions of this Statement are effective for exit or disposal activities that are
initiated after December 31, 2002.  The Company expects to adopt this statement on January 1, 2003,
and management does not expect this pronouncement to have any impact on the accompanying financial
statements.

Note 10 - Stock Option and Bonus Plans

The Company has several long-term incentive compensation plans that allow
for the granting of stock options to employees.  Had compensation cost for these plans been determined
based on the fair value at grant date (using the Black-Scholes option-pricing model) for awards consistent with the provisions
of Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation," (assuming
this standard was adopted on its effective date of October 1995) the Company's net earnings and earnings per share would have been as follows:

|Three Months EndedSeptember 30,          | Nine Months EndedSeptember 30,
|---------------------------------------- | ------------------------------
|(in millions, except per share data)    
|Net earnings - as reported               | $                             
|Net earnings - pro forma                 |                               
|Basic earnings per share - as reported   |                               
|Basic earnings per share - pro forma     |                               
|Diluted earnings per share - as reported |                               
|Diluted earnings per share - pro forma   |                               

Note 11 - Other Matters

The Company is involved in a value-added tax dispute in Peru. Management
believes the Company was targeted by corrupt officials within a former Peruvian
government. On December 2, 1999, Engelhard Peru, S.A., a wholly owned
subsidiary, was denied refund claims of approximately $28 million. The Peruvian
tax authority also determined that Engelhard Peru, S.A. is liable for
approximately $63 million in refunds previously paid, fines and interest as of
December 31, 1999. Interest and fines continue to accrue at rates established by
Peruvian law. Engelhard Peru, S.A. is contesting these determinations
vigorously, and Management believes, based on consultation with counsel, that
Engelhard Peru, S.A. is entitled to all refunds claimed and is not liable for
these additional taxes, fines or interest. In late October 2000, a criminal
proceeding alleging tax fraud and forgery related to this value-added tax
dispute was initiated against two Lima-based officials of Engelhard Peru, S.A.
Although Engelhard Peru, S.A. is not a defendant, it may be civilly liable in
Peru if its representatives are found responsible for criminal conduct.
Accordingly, Engelhard Peru, S.A. is assisting in the vigorous defense of this
proceeding. Management believes the maximum economic exposure is limited to the
aggregate value of all assets of Engelhard Peru, S.A., including unpaid refunds,
which is approximately $30 million.

Note 12 - Subsequent Event

On October 29, 2002, a jury in the New York County Supreme Court awarded
the Company $29.8 million in damages in a breach of contract action the Company
had brought against Research Corporation and Research Corporation Technologies in 1998.  The Company
claimed that the defendants did not share with it all of the royalties to which the Company was entitled under
a royalty-sharing agreement it entered into with Research Corporation in 1979.  Interest to the date
of the verdict will increase the amount awarded to approximately $42.2 million.  The defendants may seek
to have the Court set aside the verdict and have judgment entered in their favor, notwithstanding the verdict
of the jury, or order a new trial.  When the Court enters judgment in the matter, it will be subject to appeal.  Until an appeal
has been filed within the required time period and the purported bases for such appeal have been considered
by the Company, it is not possible to predict with any certainty either the timing or the ultimate resolution
of these proceedings.  Accordingly, as of September 30, 2002, the Company has not recorded a receivable
as a result of this verdict.

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of                 Operations

Results of Operations

Comparison of the Third Quarter of 2002
with the Third Quarter of 2001

Net earnings decreased to $2.9 million in the
third quarter of 2002 from $57.7 million in the same period of 2001. Excluding the $57.7 million equity investment
impairment reported in the third quarter of 2002, net earnings would have increased 5% from
the same period of 2001.  Operating earnings for the third quarter of 2002 decreased 11% to $76.9 million from $86.9 million in the
same period of 2001. Lower operating earnings from Environmental Technologies, Process Technologies and Materials
Services were partially offset by higher operating earnings from Appearance and Performance Technologies.
Operating earnings in the Company's "All-Other" category decreased primarily from increased information
technology and insurance expenses.

The effective tax rate was 19% (excluding the equity investment
impairment) in the third quarter of 2002 compared with 28.5% in the same period of 2001. The lower rate
was a result of lowering the 2002 rate to 23% primarily from the recognition of favorable tax variances resulting from percentage depletion
deductions in excess of amounts previously estimated.  Additionally, the rate was favorably
impacted by the recognition of foreign tax items and research and development tax credits in excess
of previous estimates, and a shift in the geographical mix of earnings.
The effective tax rate is expected to be approximately 23% (excluding the equity investment impairment)
for the full year.

The Company's share of earnings from affiliates was $3.9 million for the
third quarter of 2002 compared with $3.5 million for the same period in 2001.
The increase was primarily from the absence of losses reported in the third quarter of 2001
for Engelhard-CLAL, a 50%-owned precious-metal-fabrication joint venture.

In the third quarter of 2002, the Company recorded an
impairment charge of $57.7 million ($0.44 per share on a diluted basis) related to the write down
of its investment in Engelhard-CLAL (see Note 2, "Equity Investment Impairment," for further detail).

Net interest expense decreased 38% to $6.0 million in the third quarter of
2002 from $9.6 million for the same period of 2001. Lower net interest expense
was primarily due to lower short-term interest rates. Approximately 79% and 62% of the Company's borrowings
had variable interest rates as of September 30, 2002 and 2001, respectively.

Net sales decreased 25% to $0.9 billion in the third quarter of 2002 from
$1.1 billion for the same period in 2001. Lower sales were primarily from
decreased sales in the Materials Services segment as a result of lower platinum-group-metals prices
and volumes.

Environmental Technologies

Operating earnings decreased 43% to $20.1 million in the third quarter of
2002 from $35.6 million in the same period of 2001.  Net sales for the
third quarter of 2002 increased 6% to $158.2 million from $149.2 million in the
same period of 2001.

The majority of this segment's sales and operating earnings are derived
from technologies to control pollution from mobile sources, including gasoline
and diesel-powered passenger cars, sport-utility vehicles, trucks, buses and
off-road vehicles. Operating earnings from auto-emission catalysts decreased
as higher sales volumes in North America were offset by higher manufacturing costs and lower
volumes in Europe. Sales were favorably impacted by an estimated 5%
increase in worldwide production of light-duty vehicles and the addition of higher pass-through substrate
costs.

Operating earnings were lower in the segment's non-automotive markets,
primarily from higher manufacturing costs including rework for power-generation applications,
decreased sales volumes of emission-control systems for gas turbines and increased development and
start-up costs related to new technologies for diesel engines.

Process Technologies



Operating earnings decreased 13% to $21.3 million in the third
quarter of 2002 from $24.5 million in the same period of 2001. Net sales for the
third quarter of 2002 decreased 4% to $125.6 million from $131.1 million in
the same period of 2001.

Operating earnings were lower as the benefits of lower energy
and raw material costs and increased demand for Lynx 1000 (trademark) catalysts and NaphthaMax (trademark) were
offset by lower sales volumes to chemical-process markets. Lynx 1000 catalysts are used in the production
of polypropylene and NaphthaMax enables petroleum refiners to increase gasoline yields. Sales were impacted by lower precious
metal prices, which are passed through to chemical-process catalyst customers in Europe.

Appearance and Performance Technologies

Operating earnings increased 128% to $27.0 million in the third quarter of
2002 from $11.9 million in the same period of 2001. Net sales increased 11% to $171.9 million for
the third quarter of 2002 from $154.8 million in the same period of 2001.

Operating earnings were up as a result of lower costs related to ongoing
productivity initiatives and higher sales volumes. Sales increased primarily from higher volumes to the paper,
coatings, cosmetics and personal care markets. Sustainable volume recovery is not expected in the paper market
due to overall weakness in this market.

Materials Services

Operating earnings decreased 32% to $8.3 million in the third quarter of
2002 from $12.2 million in the same period of 2001. Net sales for the third
quarter of 2002 decreased 45% to $382.1 million from $691.4 million in the same
period of 2001.

Operating earnings were down as a result of
lower volumes and lower results from the recycling (refining) of platinum group metals. Operating earnings in both years were
favorably impacted by the reversal of certain expense accruals that are no longer necessary.  In the third
quarter of 2002, the reversal was primarily related to the cash settlement of litigation for a customer
receivable recorded in 1997.  In the third quarter of 2001, the reversal was primarily due to the restructuring of a professional
services contract.  Sales decreased from lower platinum-group-metals prices and lower volumes.

Comparison of the First Nine Months of 2002
with the First Nine Months of 2001

Net earnings decreased 30% to $115.4 million in the first nine months of 2002
from $165.0 million in the same period of 2001. Excluding the $57.7 million equity investment impairment
reported in the third quarter of 2002, the $11.0 million ($6.8 million after tax) insurance settlement gain reported in the second
quarter of 2002, the $6.7 million ($4.1 million after tax) Plug Power investment impairment reported in the second quarter of 2002,
the $3.1 million ($1.9 million after tax) manufacturing consolidation charge reported in the second quarter of 2002, and the $7.1 million
($4.3 million after tax) asset redeployment charge reported in the second quarter of 2001, net earnings would have increased
2% from the same period of 2001. Operating earnings for the first nine months of 2002 decreased 2%
to $239.2 million from $243.6 million in the same period of 2001. Lower operating earnings from three
reportable segments -- Environmental Technologies, Process Technologies and Materials Services -- were partially offset by
higher operating earnings from Appearance and Performance Technologies.  Operating earnings in the Company's
"All-Other" category decreased primarily from increased professional fees, increased information technology expenses and increased
insurance costs.

The effective tax rate was 23% (excluding the equity
investment impairment) in the first nine months of 2002 compared with 28.5% for the same period of 2001.
The lower rate was primarily the result of the recognition of favorable tax variances resulting from
percentage depletion deductions in excess of amounts previously estimated.  Additionally, the rate was favorably
impacted by the recognition of foreign tax items and research and development tax credits in excess
of previous estimates, and a shift in the geographical mix of earnings. The effective tax rate is
expected to be approximately 23% (excluding the equity investment impairment) for the full year.

The Company's share of earnings from affiliates was $11.9 million for the
first nine months of 2002 compared with $23.9 million for the same period in
2001. The decrease was primarily from lower equity earnings from Engelhard-CLAL.
Equity earnings from Engelhard-CLAL were lower primarily from gains reported in the prior year
related to a change in the mix of platinum group metals used in its operations and lower volumes
due to the absence of divested business units.

Net interest expense decreased 46% to $19.8 million in the first nine months
of 2002 from $36.7 million in the same period of 2001. Lower net interest
expense was due to decreased borrowings and lower short-term interest rates.

Net sales decreased 33% to $2.8 billion in the first nine months of 2002
from $4.2 billion in the same period in 2001. Lower sales were primarily from
decreased sales in the Materials Services segment as a result of lower platinum-group-metals
prices and volumes.

Environmental Technologies

Operating earnings decreased 24% to $87.7 million in the first nine months
of 2002 from $114.7 million in the same period of 2001. Excluding the $3.1 million manufacturing
consolidation charge reported in the second quarter of 2002, operating earnings would have decreased 21%
from the same period of 2001.  Net sales for the first nine months of 2002 decreased slightly to $493.2
million from $494.5 million in the same period of 2001.

The majority of this segment's sales and operating earnings
are derived from technologies to control pollution from mobile sources, including gasoline
and diesel-powered passenger cars, sport-utility vehicles, trucks, buses and
off-road vehicles. Operating earnings from auto-emission catalysts decreased
primarily from lower sales volumes in Europe and higher manufacturing costs, partially offset by higher sales
volumes in North America.

Operating earnings were lower in the segment's non-automotive markets,
primarily from higher manufacturing costs including rework for power-generation applications, decreased
sales volumes of emission-control systems for gas turbines and increased development and start-up costs
related to new technologies for diesel OEM and power generation applications. This decrease was partially
offset by the reduction of a warranty accrual that was no longer necessary. In the first quarter of 2002,
the Company reduced its warranty accrual for a particular stationary-source, emission-control capital equipment
project by $4.9 million ($3.0 million after tax or $0.02 per share on a diluted basis) as a result of
improved catalyst technology.

Process Technologies

Operating earnings decreased 3% to $61.4 million in the first nine months
of 2002 from $63.5 million in the same period of 2001. Net sales for the first
nine months of 2002 decreased 9% to $377.5 million from $413.9 million in the
same period of 2001.

Operating earnings were lower as the benefits of lower energy
and raw material costs and increased demand for Lynx 1000 (trademark) catalysts and NaphthaMax (trademark) were
offset by lower sales volumes to chemical-process markets. Sales were impacted by lower precious
metal prices, which are passed through to chemical-process catalyst customers in Europe.

Appearance and Performance Technologies

Operating earnings increased 100% to $66.9 million in the first nine months
of 2002 from $33.4 million in the same period of 2001. Excluding the $7.1
million charge reported in the second quarter of 2001 relating to asset
redeployment actions and productivity improvements, operating earnings would
have increased 65% from the same period of 2001. Net sales for the first nine
months of 2002 increased 2% to $494.9 million from $485.4 million in the same
period of 2001.

Operating earnings were up as a result of lower costs related to
productivity initiatives and higher sales volumes to the automotive, coatings, cosmetics and personal care markets.
Sales were negatively impacted by lower volumes to the paper market.

Materials Services

Operating earnings decreased 2% to $45.7 million in the first nine months of
2002 from $46.5 million in the same period of 2001. Excluding the $11.0 million
insurance settlement gain reported in the second quarter of 2002, operating
earnings would have decreased 25% from the same period of 2001. Net sales for
the first nine months of 2002 decreased 49% to $1.4 billion from $2.8 billion in
the same period of 2001.

Operating earnings were down as a result of
lower volumes and lower results from the recycling (refining) of platinum group metals. Operating earnings
in both years were favorably affected by several items that triggered recognition of events reflecting operations
from prior periods.  In 2002, operating earnings were favorably impacted by the timing of platinum-group-metal transactions, an insurance settlement gain,
the reversal of an expense accrual related to the cash settlement of litigation for a customer receivable
recorded in 1997 and a contractual benefit realized in the first quarter of 2002. Income related to certain
platinum-group-metal transactions realized previously but deferred
pending the resolution of certain pricing provisions was recognized in the
second quarter of 2002 when those pricing provisions were agreed upon
contractually. In 2001, operating earnings were favorably impacted by the reversal of certain expense
accruals that are no longer necessary due to the recovery of metal from an unexpected industrial
customer bankruptcy and the restructuring of a professional services contract.  Sales decreased from lower platinum-group-metals prices and
lower volumes.

# Financial Condition and Liquidity

Working capital was $94.5 million at September 30, 2002
compared with a slight deficit of $7.1 million at December 31, 2001. The Company's current ratio was 1.1 at
September 30, 2002 compared to 1.0 at December 31, 2001. The percentage of total debt
to total capitalization was 38% at September 30, 2002 and December 31, 2001. However, the Company's
cash balance increased $48.8 million to $81.9 million at September 30, 2002.

The variance in cash flows from operating activities
can be impacted by activity in the Materials Services segment and reflects changes in metal positions used to
facilitate requirements of the Company, its metals customers and suppliers.
Materials Services routinely enters into a variety of arrangements for the
sourcing of metals. Generally, transactions are hedged on a daily basis. Hedging
is accomplished primarily through forward, future and option contracts. However,
in closely monitored situations for which exposure levels have been set by
senior Management, the Company from time to time holds large unhedged industrial
commodity positions that are subject to future market price fluctuations. These
positions are included in committed metal positions along with hedged metal
holdings. The bulk of hedged metal obligations represents spot short positions.
As these positions generate cash, their cash effect is included in the financing
activities section of the Company's "Consolidated Statements of Cash Flows."
Other than in closely monitored situations, these positions are hedged with
forward purchases. In addition, the aggregate fair value of derivatives in a
loss position are reported in hedged metal obligations (derivatives in a gain
position are included in committed metal positions). Materials Services works to
ensure that the Company and its customers have an uninterrupted source of
metals, primarily platinum group metals, utilizing supply contracts and
commodities markets around the world. Committed metal positions include
significant advances made for the purchase of precious metals that have been
delivered to the Company but for which the final purchase price has not yet been determined.
As of the end of the quarter, the aggregate market value of those metals had fallen below the amounts advanced
by a total of $183.8 million. This excess may grow or may be eliminated based on
market price changes. The Company expects it will be settled through the receipt
of cash or metals and that no loss will be incurred due to non-performance.

The variance in cash flows from financing activities is primarily related
to a change in hedged metal obligations, an increase in the purchase of
treasury stock, a decrease in stock option plan transactions associated with
the exercise of stock options and the repayment of long-term debt in the third quarter of 2001.

The Company has filed a shelf registration for $300 million of
Corporate debt. Plans to issue debt under the shelf registration are under
consideration by Management.

As a result of depressed market conditions over the past two years,
the Company's pension plans are now in an under-funded position.  In order to reduce this under-funded
position, the Company made a $50 million cash contribution in the third quarter of 2002. The Company has determined that its net pension cost is projected
to be approximately $19 million in 2003, compared to $12 million in 2002 and $8 million in 2001.



The Company has consistently derived considerable cash flow from
operations, which has been used, along with both short- and long-term debt, to
pay for capital expenditures, acquisitions, dividends and other corporate
requirements. The continuation of these levels of cash flow is expected but is
subject to risk factors disclosed in the Company's 2001 Form 10-K and in the
Forward-Looking Statements section below. In addition, the Company has consistently
maintained investment-grade credit ratings that it considers important for
cost-effective and ready access to the credit markets. Management fully expects
to be able to obtain future funding from both short- and long-term debt for cash
requirements in excess of those from operations. In the event that any of these
sources prove to be below expectations, the Company has access to committed
lines of credit aggregating $800 million as of September 30, 2002.

# Forward-Looking Statements

This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements relate to
analyses and other information which are based on forecasts of future results
and estimates of amounts not yet determinable. These statements also relate to
the future prospects, developments and business strategies of Engelhard. 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 that may cause Engelhard's actual future activities and results of
operations to be materially different from those suggested or described in this
document.

These risks include: competitive pricing or product development activities;
Engelhard's ability to achieve and execute internal business plans; global
economic trends; worldwide political instability and economic growth; markets,
alliances and geographic expansions developing differently than anticipated;
fluctuations in the supply and prices of precious and base metals; government
legislation and/or regulation (particularly on environmental issues);
technology, manufacturing and legal issues; and the impact of any economic
downturns and inflation. Investors are cautioned not to place undue reliance
upon these forward-looking statements, which speak only as of their dates.
Engelhard disclaims any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

|Item 4. | Controls and Procedures | 
|------- | ----------------------- | 

Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls
and procedures are effective in timely alerting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.  There have
been no significant changes in the Company's internal controls or in other factors which could significantly
affect internal controls subsequent to the date the Company carried out its evaluation.

# PART II - OTHER INFORMATION

|Item 6. | Exhibits and Reports on Form 8-K | Pages
|------- | -------------------------------- | -----
|        |                                  |      

|(a) | (12) | Computation of the Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                  | 27-28
|--- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
|    |      |                                                                                                                                                                                                                                                                                                                                                                         |      
|(b) |      | In a report on Form 8-K filed with the Securities and Exchange
         Commission on August 9, 2002, the Company reported that its
         Principal Executive Officer and its Principal Financial
         Officer had filed sworn statements with the Securities and
         Exchange Commission pursuant to order of the Commission dated
         June 27, 2002. | *    

*  Incorporated by reference as indicated.

# SIGNATURES

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 thereunto duly authorized.

|      |                   |  | ENGELHARD CORPORATION   
|----- | ----------------- |  | ------------------------
|      |                   |  | (Registrant)            
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|Date: | November 12, 2002 |  | /s/ Barry W. Perry      
|      |                   |  | Barry W. Perry          
|      |                   |  | Chairman and Chief      
|      |                   |  | Executive Officer       
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|Date: | November 12, 2002 |  | /s/ Michael A. Sperduto 
|      |                   |  | Michael A. Sperduto     
|      |                   |  | Vice President and Chief
|      |                   |  | Financial Officer       

# Certification
           Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Barry W. Perry, Chairman and Chief Executive Officer
of Engelhard Corporation (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

|(a) | designed such disclosure controls and procedures to ensure that material information
      relating to the registrant, including its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which this quarterly report is being prepared;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                           
|(b) | evaluated the effectiveness of the registrant's disclosure controls and procedures
     as of the date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and                                                                                                      
|    |                                                                                                                                                                                                                                                                                                           
|(c) | presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                              

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):

|(a) | all significant deficiencies in the design or operation
of internal controls which would adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any material weaknesses in
internal controls; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                               
|(b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's internal controls; and                                                                                                                                        

1. The registrant's other certifying officers and I have indicated in this quarterly report whether
or not there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|      |                   |  |                   
|----- | ----------------- |  | ------------------
|      |                   |  |                   
|      |                   |  |                   
|      |                   |  |                   
|      |                   |  |                   
|Date: | November 12, 2002 |  | /s/ Barry W. Perry
|      |                   |  | Barry W. Perry    
|      |                   |  | Chairman and Chief
|      |                   |  | Executive Officer 
|      |                   |  |                   

# Certification
           Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Sperduto, Vice President and Chief Financial Officer
of Engelhard Corporation (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

|(a) | designed such disclosure controls and procedures to ensure that material information
      relating to the registrant, including its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which this quarterly report is being prepared;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                           
|(b) | evaluated the effectiveness of the registrant's disclosure controls and procedures
     as of the date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and                                                                                                      
|    |                                                                                                                                                                                                                                                                                                           
|(c) | presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                              

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):

|(a) | all significant deficiencies in the design or operation
of internal controls which would adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any material weaknesses in
internal controls; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                               
|(b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's internal controls; and                                                                                                                                        

1. The registrant's other certifying officers and I have indicated in this quarterly report whether
or not there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|      |                   |  |                         
|----- | ----------------- |  | ------------------------
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|Date: | November 12, 2002 |  | /s/ Michael A. Sperduto 
|      |                   |  | Michael A. Sperduto     
|      |                   |  | Vice President and Chief
|      |                   |  | Financial Officer       
|      |                   |  |                         

# EXHIBIT 12

# COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES

# ENGELHARD CORPORATION
                               COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
                                               (Dollars in Thousands)
                                                    (Unaudited)

|                                                                     | Nine Months EndedSeptember 30, | Years Ended December 31,
|-------------------------------------------------------------------- | ------------------------------ | ------------------------
|
|Earnings from continuing operationsbefore provision for income taxes | $                              | 167,048                 
|                                                                     |                                |                         
|Add/(deduct)                                                         |                                |                         
|                                                                     |                                |                         
|Portion of rents representative     of the interest factor           |                                | 6,300                   
|                                                                     |                                |                         
|Interest on indebtedness                                             |                                | 19,768                  
|                                                                     |                                |                         
|Equity dividends                                                     |                                | 3,753                   
|                                                                     |                                |                         
|Equity in (earnings) losses     of affiliates                        |                                | (11,940)                
|                                                                     |                                |                         
|Earnings, as adjusted                                                | $                              | 184,929                 
|                                                                     |                                |                         
|Fixed Charges                                                        |                                |                         
|                                                                     |                                |                         
|Portion of rents representative      of the interest factor          | $                              | 6,300                   
|                                                                     |                                |                         
|Interest on indebtedness                                             |                                | 19,768                  
|                                                                     |                                |                         
|Capitalized interest                                                 |                                | 2,250                   
|                                                                     |                                |                         
|Fixed charges                                                        | $                              | 28,318                  
|                                                                     |                                |                         
|Ratio of Earnings to Fixed Charges                                   |                                | 6.53                    

|(a) | Earnings in 2002 were impacted by an insurance settlement gain of $11.0 million, an investment impairment
of $6.7 million, a manufacturing consolidation charge of $3.1 million and an equity investment impairment of $57.7 million.
Excluding these items, the ratio of earnings to fixed charges would
have been 8.53.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|(b) | Earnings in 2000 were negatively impacted by pre-tax special and other charges
of $134.2 million for a variety of events. Excluding these charges, the ratio of
earnings to fixed charges would have been 5.73.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                          
|(c) | Earnings in 1997 were negatively impacted by pre-tax special and other charges
of $149.6 million for a variety of events. Excluding these charges, the ratio of
earnings to fixed charges would have been 5.28.                                                                                                          

# Certification Accompanying Periodic Report
           Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                               (18 U.S.C. Section 1350)

The undersigned, Barry W. Perry, Chairman and Chief Executive Officer of
Engelhard Corporation (the "Company"), and Michael A. Sperduto, Vice President
and Chief Financial Officer of the Company, each hereby certifies that the
Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2002
(the "Report") (1) fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and the
results of operations of the Company.

|      |                   |  |                         
|----- | ----------------- |  | ------------------------
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|Date: | November 12, 2002 |  | /s/ Barry W. Perry      
|      |                   |  | Barry W. Perry          
|      |                   |  | Chairman and Chief      
|      |                   |  | Executive Officer       
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|      |                   |  |                         
|Date: | November 12, 2002 |  | /s/ Michael A. Sperduto 
|      |                   |  | Michael A. Sperduto     
|      |                   |  | Vice President and Chief
|      |                   |  | Financial Officer