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, 1995

                                  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 name 1-8142

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

           DELAWARE                            22-1586002
-------------------------------       ----------------------------
(State or other jurisdiction of       (IRS Employer Identification
incorporation or organization         Number)

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

                            (908) 205-5000
           ---------------------------------------------------
           (Registrant's telephone number including area code)

                            Not Applicable
           ---------------------------------------------------
           (Former name, former address and former fiscal year,
                       if change since last report)

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  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, 1995
---------------------            -------------------------------
   $1 par value                            144,050,763


<PAGE>

                                           PART  I - FINANCIAL INFORMATION



                                                 Engelhard Corporation
                                   Condensed Consolidated Statements of Earnings
                                           (Thousands except per share data)
                                                       (unaudited)

<TABLE>
<CAPTION>




                                                       Three Months Ended                  Nine Months Ended
                                                          September 30,                       September 30,
                                                      --------------------                --------------------
                                                      1995            1994                1995            1994
                                                      ----            ----                ----            ----

<S>                                                 <C>             <C>               <C>             <C>
       Net sales ...................................$724,588        $578,580          $2,140,187      $1,769,683
       Cost of sales ............................... 614,120         475,327           1,791,934       1,472,211
                                                     -------         -------           ---------       ---------

          Gross profit ............................. 110,468         103,253             348,253         297,472

       Selling, administrative and other expenses ..  52,731          58,591             187,005         170,818
                                                      ------          ------             -------         -------

          Earnings from operations .................  57,737          44,662             161,248         126,654

       Equity in earnings (losses) of affiliates ...  (1,865)            109              (1,525)            472
       Net interest expense                            6,998           5,145              22,723          14,667
                                                       -----           -----              ------          ------

          Earnings before income taxes .............  48,874          39,626             137,000         112,459


       Income tax expense ..........................  11,861           9,907              35,655          28,115
                                                      ------           -----              ------          ------

          Net earnings ............................. $37,013         $29,719            $101,345         $84,344
                                                     =======         =======            ========         =======


       Net earnings per share * ....................   $0.26           $0.21               $0.71           $0.58
                                                       =====           =====               =====           =====


       Cash dividends paid per share * .............   $0.09           $0.08               $0.26           $0.22
                                                       =====           =====               =====           =====


       Average number of shares outstanding * ...... 144,031         144,044             143,498         144,483
                                                     =======         =======             =======         =======

</TABLE>




* Reflects 3-for-2 stock split as of June 30, 1995.


                        See Note to Condensed Consolidated Financial Statements








                                       2
<PAGE>




                                                   Engelhard Corporation
                                          Condensed Consolidated Balance Sheets
                                                        (Thousands)
                                                        (unaudited)
<TABLE>
<CAPTION>





                                                                                               September 30,            December 31,
                                                                                                       1995                     1994
                                                                                               -------------            ------------

<S>                                                                                              <C>                      <C>
Cash ............................................................................................$   44,975               $   26,404
Receivables .....................................................................................   231,242                  265,639
Inventories .....................................................................................   236,963                  243,439
Other current assets ............................................................................    49,820                   38,155
                                                                                                     ------                   ------
                                                                                                    563,000                  573,637

Investments .....................................................................................   219,107                  112,855
Property, plant and equipment, net ..............................................................   538,830                  540,361
Other noncurrent assets .........................................................................   212,374                  213,906
                                                                                                    -------                  -------
                                                                                                 $1,533,311               $1,440,759
                                                                                                 ==========               ==========


Short-term borrowings ...........................................................................$   97,591               $  179,667
Current maturities of long-term debt ............................................................       339                      489
Accounts payable ................................................................................    88,236                   86,230
Other current liabilities .......................................................................   204,409                  233,313
                                                                                                    -------                  -------
   Total current liabilities ....................................................................   390,575                  499,699

Long-term debt ..................................................................................   211,843                  111,762
Other noncurrent liabilities ....................................................................   213,810                  214,563
Shareholders' equity ............................................................................   717,083                  614,735
                                                                                                    -------                  -------
   Total liabilities and
        shareholders' equity ....................................................................$1,533,311               $1,440,759
                                                                                                 ==========               ==========
</TABLE>




                        See Note to Condensed Consolidated Financial Statements







                                       3
<PAGE>



                                              Engelhard Corporation
                                 Condensed Consolidated Statements of Cash Flows
                                                   (Thousands)
                                                   (unaudited)
<TABLE>
<CAPTION>



                                                                                                   Nine Months Ended
                                                                                                     September 30,
                                                                                                1995             1994
                                                                                              -------          --------
Cash flows from operating activities
<S>                                                                                          <C>             <C>
   Net earnings .............................................................................$101,345        $  84,344
   Adjustments to reconcile net earnings to net cash
   provided by operating activities
       Depreciation, depletion and amortization .............................................  46,473           51,612
       Equity results, net of dividends .....................................................   4,936            3,361
   Change in assets and liabilities ......................................................... (45,294)         (54,231)
                                                                                              -------          -------
       Net cash provided by operating activities ............................................ 107,460           85,086
                                                                                              -------           ------


Cash flows from investing activities
   Capital expenditures, net ...............................................................  (65,736)         (66,750)
   Acquisition of businesses and investments ...............................................  (27,370)         (43,972)
   Other ...................................................................................   (6,515)           4,666
                                                                                               ------            -----
       Net cash used in investing activities ...............................................  (99,621)        (106,056)
                                                                                              -------         --------


Cash flows from financing activities
   Net change in short-term borrowings .....................................................  (81,879)          63,838
   Proceeds from long-term debt ............................................................  100,125                0
   Dividends paid ..........................................................................  (37,361)         (32,766)
   Other ...................................................................................   27,250           (7,936)
                                                                                               ------           ------
       Net cash provided by financing activities ...........................................    8,135           23,136


Effect of exchange rate changes on cash ....................................................    2,597            1,029
                                                                                                -----            -----
       Net change in cash ..................................................................   18,571            3,195
       Cash at beginning of year ...........................................................   26,404           25,613
                                                                                               ------           ------

       Cash at end of period ...............................................................  $44,975          $28,808
                                                                                              =======          =======


</TABLE>


                        See Note to Condensed Consolidated Financial Statements






                                       4
<PAGE>



                              Engelhard Corporation
                          Industry Segment Information
                                   (Thousands)
                                   (unaudited)

<TABLE>
<CAPTION>



                                                                     Three Months Ended                      Nine Months Ended
                                                                       September 30,                           September 30,
                                                                       -------------                           -------------
                                                                 1995                 1994               1995                1994
                                                                 ----                 ----               ----                ----

Net Sales
<S>                                                           <C>               <C>                 <C>                 <C>
    Catalysts and Chemicals ..................................$ 170,534         $   145,935         $   529,807         $   425,288
    Pigments and Additives ...................................  108,539              94,831             314,902             278,167
    Engineered Materials and
      Precious Metals Management .............................  445,515             337,814           1,295,478           1,066,228
                                                                -------             -------           ---------           ---------

                                                              $ 724,588         $   578,580         $ 2,140,187         $ 1,769,683
                                                              =========         ===========         ===========         ===========

Operating Earnings
    Catalysts and Chemicals ..................................$  25,009         $    20,645         $    77,019         $    64,848
    Pigments and Additives ...................................   27,572              21,000              68,904              52,025
    Engineered Materials and
      Precious Metals Management .............................   10,182               8,938              35,566              26,026
                                                                 ------               -----              ------              ------

                                                                 62,763              50,583             181,489             142,899

Equity earnings (losses) .....................................   (1,865)                109              (1,525)                472
Interest and other expenses, net .............................  (12,024)            (11,066)            (42,964)            (30,912)
                                                                -------             -------             -------             -------


          Earnings before income taxes .......................$  48,874         $    39,626         $   137,000         $   112,459
                                                              =========         ===========         ===========         ===========

</TABLE>


                        See Note to Condensed Consolidated Financial Statements






                                       5
<PAGE>


Note to Condensed Consolidated Financial Statements
---------------------------------------------------

     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 statement of the results for
the  interim  periods   presented.   Certain  prior  period  amounts  have  been
reclassified to conform to the current period  presentation.  The 1994 financial
statements  have been restated to reflect the June 30, 1995 three- for-two stock
split.  These  financial  statements  should  be read in  conjunction  with  the
consolidated  financial  statements and notes thereto  included in the Company's
1994 Annual Report to Shareholders.

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

                        Results of Operations
                        ---------------------

Comparison of the Third Quarter of 1995
With the Third Quarter of 1994
---------------------------------------

     Earnings  before  income taxes for the third  quarter of 1995  increased 23
percent to $48.9  million  compared  with $39.6  million in the third quarter of
1994  primarily  due to higher  earnings  from all business  segments  partially
offset by  increased  net  interest  expense as a result of higher  average debt
balances and rates.  Equity in earnings of  affiliates  was a loss for the third
quarter  of 1995  compared  with a slight  profit  last year  reflecting  a loss
associated with a new precious-metal products joint venture, Engelhard/CLAL, and
new technology  development  expenses at Engelhard/ICC,  the Company's desiccant
air conditioning joint venture.

     Net earnings for the third  quarter of 1995 were $37.0  million or $.26 per
share,  a 25 percent  increase from $29.7 million or $.21 per share for the same
quarter in 1994.  The effective tax rate in 1995 was 24.3 percent  compared with
25.0  percent for the same period last year.  Average  shares  outstanding  were
substantially the same for both periods.

     Net sales for the third  quarter  of 1995  increased  25  percent to $724.6
million  compared  with 578.6  million for the same  quarter in 1994.  All three
business  segments  contributed to the increase.

Catalysts and Chemicals
-----------------------

     Operating  earnings  increased  21  percent  to $25.0  million in the third
quarter of 1995  compared  with $20.6  million in the same  period of 1994.  Net
sales  increased  17 percent to $170.5  million in 1995 from  $145.9  million in
1994.


                                       6
<PAGE>



     Significantly higher earnings from the Environmental and Chemical Catalysts
Groups more than offset lower earnings from the Petroleum  Catalysts  Group. The
increase in the Environmental  Catalysts Group is primarily due to strong demand
for autocatalysts in Europe.  The Chemical Catalysts Group had increased volumes
of base metal and precious metal catalysts worldwide. In the Petroleum Catalysts
Group,  the decrease in earnings  reflected  refiners  continuing to use lighter
crude oils that require less catalysts to produce gasoline and other products.

Pigments and Additives
----------------------

     Operating  earnings  increased  31  percent  to $27.6  million in the third
quarter of 1995  compared  with $21.0  million in the same  period of 1994.  Net
sales in 1995 were up 14 percent  to $108.5  million  from $94.8  million in the
third quarter of 1994.

     Earnings for both the Paper Pigments and Chemicals  Group and the Specialty
Minerals and Colors Group showed improvement. The increase in the Paper Pigments
and Chemicals Group was primarily due to favorable  volume,  pricing and mix for
hydrous  products as well as reductions in  manufacturing  costs.  The Specialty
Minerals and Colors Group  benefitted  from higher  volumes and sales prices for
Kaolin and Attapulgite products partially offset by lower Colors volumes.

Engineered Materials and Precious Metals Management
---------------------------------------------------

     Operating  earnings  increased  14  percent  to $10.2  million in the third
quarter of 1995 compared with $8.9 million in the same period of 1994. Net sales
in 1995  increased  to $445.5  million from $337.8  million in 1994,  reflecting
higher volumes and prices of certain precious metals.

     Higher earnings from the Precious Metals  Management Group more than offset
slightly  lower  earnings from the Engineered  Materials  Group.  The Engineered
Materials  Group  reduction  reflected  the  transfer of  businesses  to the new
Engelhard/CLAL  joint  venture.  The  increase in the  earnings of the  Precious
Metals  Management  Group was  primarily  due to  increased  demand for precious
metals products.

     On  June  21,  1995,  certain  assets  and  liabilities  of the  Engineered
Materials Group were contributed to  Engelhard/CLAL,  a new joint venture of the
Company.  See  "Financial   Condition".

Comparison of the First Nine Months of
1995 With the First Nine Months of 1994
---------------------------------------

     Earnings before income taxes for the first nine months of 1995 increased 22
percent to $137.0  million from $112.5  million for the same period in 1994. Net


                                       7
<PAGE>

interest  expense was $22.7  million in the first nine  months of 1995  compared
with $14.7 million in the same period in 1994  primarily  due to higher  average
debt  balances and rates.  Equity in earnings of  affiliates  was a loss of $1.5
million for the first nine months of 1995 compared with income of $.5 million in
1994,  largely  due to  losses  in  Engelhard/CLAL,  a new  joint  venture,  and
Engelhard/ICC.

     Net  earnings  for the first nine  months of 1995  increased  20 percent to
$101.3 million from $84.3 million for the same period of 1994. The effective tax
rate in 1995 was 26.0  percent  compared  with 25.0  percent for the same period
last year.  Net  earnings  for the first nine months of 1995 were $.71 per share
compared with $.58 per share in 1994.

     Net sales for the first nine  months of 1995  increased  21 percent to $2.1
billion compared with $1.8 billion a year earlier. The increase was attributable
to all business segments.

Catalysts and Chemicals
-----------------------

     Operating  earnings increased 19 percent to $77.0 million in the first nine
months of 1995  compared  with $64.8  million in 1994.  Net sales  increased  25
percent to $529.8  million for the 1995 period  compared with $425.3 million for
the same period in 1994.

     Significantly higher earnings from the Environmental and Chemical Catalysts
Groups more than offset lower earnings from the Petroleum  Catalysts  Group. The
increase in the  Environmental  Catalysts  Group  earnings was  attributable  to
continuing  strong demand for  autocatalysts in Europe.  The Chemical  Catalysts
Group had  significantly  higher volumes of North American base metal catalysts.
In the  Petroleum  Catalysts  Group,  the  decrease  in earnings  resulted  from
refiners  continuing  to use weight  crude oils that  require  less  catalyst to
produce gasoline and other products.

Pigments and Additives
----------------------

     Operating  earnings increased 32 percent to $68.9 million in the first nine
months of 1995  compared  with $52.0  million in 1994.  Net sales  increased  13
percent to $314.9  million for the 1995 period  compared with $278.2 million for
the same period in 1994.

     Earnings  increased for both the Paper Pigments and Chemicals Group and the
Specialty  Minerals and Colors  Group.  The  increase in the Paper  Pigments and
Chemicals  Group was primarily due to higher volumes and improved mix as well as
favorable  manufacturing  costs.  The  Specialty  Minerals  and Colors Group had
higher volumes and sales prices for Kaolin and Attapulgite products.




                                       8
<PAGE>



Engineered Materials and Precious Metals Management
---------------------------------------------------

     Operating  earnings for the first nine months of 1995  increased 37 percent
to $35.6 million from $26.0  million a year earlier on a 22 percent  increase in
net sales for the first nine months of 1995 to $1.3 billion from $1.1 billion in
the 1994 period.

     Higher earnings  resulted from both the Engineered  Materials Group and the
Precious Metals  Management  Group. The Engineered  Materials Group  experienced
cost savings and some volume  increases.  The Precious Metals  Management  Group
benefitted from generally favorable precious metals markets.

     On June 21, 1995 certain assets and liabilities of the Engineered Materials
Group were contributed to Engelhard/CLAL, a new joint venure of the Company. See
"Financial Condition".

                               Financial Condition
                               -------------------

     On June 21,  1995,  as  previously  disclosed  in its Form 8-K, the Company
announced the formation of a 50/50 joint venture with  Paris-based  CLAL (Groupe
FIMALAC) for  manufacturing,  marketing and refining  precious metal  containing
products. The new venture,  Engelhard/CLAL,  combines most of the assets of CLAL
and certain assets and liabilities of the Company's  Engineered  Materials Group
in Europe and Asia  Pacific  and the  engineered  materials  business  currently
conducted in Carteret,  NJ and Fremont,  CA.  Engelhard/CLAL is headquartered in
Paris and has annual revenues of more than $1 billion.

     The  changes  in  receivables,   inventories,   fixed  assets  and  accrued
liabilities on the condensed consolidated balance sheets primarily relate to the
net asset  contribution  made by the  Company  in  exchange  for its 50  percent
investment  in  the  joint  venture.  Approximately  $25  million  of  cash  was
contributed.  This initial contribution of approximately $100 million is subject
to adjustment based upon the terms of the agreement. These adjustments,  if any,
are  expected  to  be  finalized   by  year  end.  The   establishment   of  the
Engelhard/CLAL  joint venture resulted in a reduction of the Company's  precious
metals  inventories  with no impact to the  results of  operations.  Inventories
consist of the following (in millions):

                              September 30, 1995       Dec 31, 1994
                              ------------------       ------------
Raw Material                        $ 64.5                $ 62.9
Work in Process                       28.4                  24.1
Finished Goods                       118.8                 103.0
Precious Metals                       25.3                  53.4
                                      ----                  ----
                                    $237.0                $243.4
                                    ======                ======

     The  combined  market  value of  precious  metals  in  inventories  and the
investment  in precious  metals  exceeded cost by $48.7 million at September 30,
1995.

     In the ordinary  course of business,  the Company  engages in  transactions
with  Engelhard/CLAL,  a related party.  These  transactions range from precious
metal sourcing arrangements to service agreements.

                                       9
<PAGE>


                         Capital Resources and Liquidity
                         -------------------------------

     At September 30, 1995 the Company's current ratio was 1.4 compared with 1.1
at December  31,  1994.  During the third  quarter of 1995,  the Company  issued
$100,000,000 of debt instruments previously registered with the SEC on Form S-3.
These  non-callable notes bear interest at rates ranging from 6.37% to 6.64% and
mature  at  various  dates in 2000.  Some of the  proceeds  were  used to reduce
short-term  borrowings.  The total debt to total capital ratio was 30 percent at
September 30, 1995 compared with 32 percent at December 31, 1994.

     Management  believes that the  combination  of the Company's  cash on hand,
ongoing cash flow and the ability to access  credit and capital  markets will be
adequate to finance its working  capital  requirements  and capital  expenditure
programs.

                                  Other Matters
                                  -------------

     In October 1995, the Company  announced its agreement to purchase the other
half  of  its  Salem   Engelhard  joint  venture.   Salem   Engelhard   provides
technologically  advanced  air  pollution  control  systems for  industrial  and
commercial  applications.  This  acquisition  is not expected to have a material
impact on the operations or cash flows of the Company in the near term.


                           PART II - OTHER INFORMATION
                           ---------------------------

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

          (a) Part I Exhibit:

              Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges.

          (b) There  were no  reports  on Form  8-K  during  the  quarter  ended
              September 30, 1995.



                                       10
<PAGE>




                                   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 13, 1995                 /s/ Orin R. Smith
        ---------------------         -----------------------------
                                             Orin R. Smith
                                             Chairman and Chief
                                             Executive Officer







Date      November 13, 1995              /s/ William E. Nettles
        ---------------------         -----------------------------
                                           William E. Nettles
                                           Vice President and
                                           Chief Financial Officer






Date     November 13, 1995               /s/ Martin J. Connor, Jr.
       ----------------------         -----------------------------
                                           Martin J. Connor, Jr.
                                           Controller






                                       11
<PAGE>

EXHIBIT 12

                                            ENGELHARD CORPORATION
                               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                           (Dollars in Thousands)
                                                 (Unaudited)
<TABLE>
<CAPTION>



                                    Nine Months Ended
                                      September 30                        Year Ended December 31
                                    ----------------  -----------------------------------------------------------------
                                         1995           1994         1993            1992           1991        1990
                                         ----           ----         ----            ----           ----        ----
<S>                                   <C>             <C>          <C>             <C>            <C>          <C>
Income from continuing operations
before provision for income taxes     $137,000        $157,306     ($4,709)        $133,858       $117,569      $93,720

Add /(deduct)

   Portion of rents representative
    of the interest factor               3,600           4,800        4,500           4,000          4,200        5,000

   Interest on indebtedness             22,723          21,954       13,696          16,231         21,658       25,804


   Equity dividends                      3,400           3,800        2,600           3,100          3,200          900

   Equity (earnings)/ loss               1,525            (632)      (3,443)         (7,445)        (5,024)      (1,698)
                                         -----            ----       ------          ------         ------       ------

   Earnings as adjusted               $168,248        $187,228      $12,644        $149,744       $141,603     $123,726
                                      ========        ========      =======        ========       ========     ========


Fixed Charges

   Portion of rents representative
   of interest factor                   $3,600          $4,800       $4,500          $4,000         $4,200       $5,000

   Interest on indebtedness             22,723          21,954       13,696          16,231         21,658       25,804


   Capitalized Interest                    900             800        2,700             400            110          445
                                           ---             ---        -----             ---            ---          ---

                                       $27,223         $27,554      $20,896         $20,631        $25,968      $31,249
                                       =======         =======      =======         =======        =======      =======


Ratio of Earnings to Fixed Charges        6.18            6.79        - (A)            7.26           5.45         3.96


</TABLE>

     (A) For fiscal 1993,  earnings were  insufficient to cover fixed charges by
approximately  $8.3  million.  Earnings  in 1993 were  negatively  impacted by a
charge of  approximately  $148 million for the realignment and  consolidation of
businesses and environmental matters.  Without such charge the ratio of earnings
to fixed charges for fiscal 1993 would have been 7.14.




                                       12
<PAGE>