---

#### 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 March 31, 2003
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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act). 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 April 30, 2003   $1 par value                                   
125,931,875

---

# PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

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

|                                                                                                        | Three Months EndedMarch 31,
|------------------------------------------------------------------------------------------------------- | ---------------------------
|
|Net sales                                                                                               | $                          
|Cost of sales                                                                                           |                            
|Gross profit                                                                                            |                            
|Selling, administrative and other expenses                                                              |                            
|Special credit, net                                                                                     |                            
|Operating earnings                                                                                      |                            
|Equity in earnings of affiliates                                                                        |                            
|Interest income                                                                                         |                            
|Interest expense                                                                                        |                            
|Earnings before income taxes                                                                            |                            
|Income tax expense                                                                                      |                            
|Net earnings before cumulative effect of a change in accounting principle,                              |                            
|net of tax                                                                                              |                            
|Cumulative effect of a change in accounting principle, net of tax of $1,390                             |                            
|Net earnings                                                                                            | $                          
|Earnings per share - basic:     Earnings before cumulative effect of a change in accounting principle   | $                          
|Cumulative effect of a change in accounting principle, net of tax                                       |                            
|Earnings per share - basic                                                                              | $                          
|Earnings per share - diluted:     Earnings before cumulative effect of a change in accounting principle | $                          
|Cumulative effect of a change in accounting principle, net of tax                                       |                            
|Earnings per share - diluted                                                                            | $                          
|Cash dividends paid per share                                                                           | $                          
|Average number of shares outstanding - basic                                                            |                            
|Average number of shares outstanding - diluted                                                          |                            

See the Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

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

|                                           | March 31, 2003 | December 31,2002
|------------------------------------------ | -------------- | ----------------
|Cash                                       | $              | 129,818         
|Receivables, net                           |                | 346,922         
|Committed metal positions                  |                | 705,507         
|Inventories                                |                | 434,546         
|Other current assets                       |                | 89,516          
|Total current assets                       |                | 1,706,309       
|Investments                                |                | 139,180         
|Property, plant and equipment, net         |                | 852,330         
|Goodwill                                   |                | 271,920         
|Other intangible and noncurrent assets     |                | 186,139         
|Total assets                               | $              | 3,155,878       
|Short-term borrowings                      | $              | 376,250         
|Accounts payable                           |                | 181,759         
|Hedged metal obligations                   |                | 642,925         
|Other current liabilities                  |                | 283,345         
|Total current liabilities                  |                | 1,484,279       
|Long-term debt                             |                | 246,193         
|Other noncurrent liabilities               |                | 312,575         
|Shareholders' equity                       |                | 1,112,831       
|Total liabilities and shareholders' equity | $              | 3,155,878       

See the Accompanying Notes to the Unaudited Condensed Consolidated
                            Financial Statements

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

|                                                                                         | Three Months EndedMarch 31,
|---------------------------------------------------------------------------------------- | ---------------------------
|
|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                                                        |                            
|Equity results, net of dividends                                                         |                            
|Net change in assets and liabilities:                                                    |                            
|Materials Services related                                                               |                            
|All other                                                                                |                            
|Net cash provided by operating activities                                                |                            
|Cash flows from investing activities                                                     |                            
|Capital expenditures                                                                     |                            
|Proceeds from investments                                                                |                            
|Acquisitions and other investments                                                       |                            
|Net cash used in investing activities                                                    |                            
|Cash flows from financing activities                                                     |                            
|Proceeds from short-term borrowings                                                      |                            
|Repayment of short-term borrowings                                                       |                            
|Increase in hedged metal obligations                                                     |                            
|Repayment of long-term debt                                                              |                            
|Purchase of treasury stock                                                               |                            
|Cash from exercise of stock options                                                      |                            
|Dividends paid                                                                           |                            
|Net cash provided by /(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 EndedMarch 31,
|------------------------------------------------- | ---------------------------
|
|Net Sales     Environmental Technologies          | $                          
|Process Technologies                              |                            
|Appearance and Performance Technologies           |                            
|Technology segments                               |                            
|Materials Services                                |                            
|All other                                         |                            
|Total net sales                                   | $                          
|Operating Earnings     Environmental Technologies | $                          
|Process Technologies                              |                            
|Appearance and Performance Technologies           |                            
|Technology segments                               |                            
|Materials Services                                |                            
|All other                                         |                            
|Total operating earnings                          |                            
|Equity in earnings of affiliates                  |                            
|Interest income                                   |                            
|Interest expense                                  |                            
|Earnings before income taxes                      |                            
|Income tax expense                                |                            
|Net earnings before cumulative effect of a change |                            
|in accounting principle, net of tax               |                            
|Cumulative effect of a change in accounting       |                            
|principle, net of tax of $1,390                   |                            
|Net earnings                                      | $                          

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 2002 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 - Special Charges and Credits

In  the first  quarter of 2003,  the
     Company  recorded  a  charge  of $8.7  million  ($5.6  million  after  tax)
primarily related to a management  consolidation and productivity  initiative in
the Environmental and Process  Technologies  segments and within the "All-Other"
category.  The amounts of $5.3 million ($3.5  million  after tax),  $2.6 million
($1.6 million after tax) and $0.8 million ($0.5 million after tax) were reported
in the Environmental  Technologies segment, the Process Technologies segment and
the  "All-Other"  category,  respectively.  These  charges were  included in the
"special credit, net" line  in  the  "Condensed  Consolidated  Statements  of
Earnings."

In  the  Environmental  Technologies
segment,  the charge of $5.3  million  primarily  relates to the  closure of the
segment's Coleford, UK plant ($2.8 million) and employee severance costs related
to productivity  initiatives ($2.5 million).  The employee severance charges relate to
the reduction of 96 salaried and 12 hourly employees. The Coleford plant, which supports
the segment's catalyst canning operations,  will be shut down in phases
to be complete  by October  31,  2003.  As a result of closing  this plant,  the
segment will outsource the canning operations  associated with this business.
The closure  resulted in an impairment charge of $1.5 million to write down fixed assets and
other  exit-related  costs of $1.3 million.  Additional employee severance costs related to
this plant  closure of  approximately  $0.3 million will be  recognized  ratably
through October 2003.

In the Process Technologies segment,
the charge of $2.6  million  primarily  relates to  employee  severance  and the
termination of an agency agreement associated with sales to the chemical-process
market. The employee severance charges relate to the reduction of 13 salaried employees.
The termination of this agreement will be supplemented by the segment's
internal sales force.

In the "All-Other" category, the charge of $0.8 million
was for employee severance costs related to the reduction of six salaried employees.

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  jury  found  that  the
defendants  did not share with the  Company  all of the  royalties  to which the
Company was  entitled  under a  royalty-sharing  agreement  it entered into with
Research  Corporation  in 1979.  Statutory  interest  to the date of the verdict
would have increased the amount awarded to approximately $42.2 million. On March
21, 2003, the Company entered into a settlement agreement,  releasing this claim
in exchange for payment of $38.0 million.  Accordingly,  the Company  recorded a
gain of $28.4  million  ($17.6  million after tax) in the first quarter of 2003,
net of legal fees and the portion of the settlement related to future royalties.
This gain was included in the Company's "All-Other" category and
in the "special credit, net" line in the "Condensed Consolidated Statements of Earnings."

Note 3 - Accounting for Asset Retirement Obligations

The  Company  adopted  Statement  of
Financial  Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations,"  on January 1, 2003.  This statement,  which  addresses  financial
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived assets and the associated asset retirement costs,  requires
the  fair  value  of a  liability  for  an  asset  retirement  obligation  to be
recognized  in the period in which it is incurred.  The liability is measured at
fair value and is adjusted in subsequent periods as accretion expense is recorded.
The corresponding  asset retirement costs are
capitalized as part of the carrying amount of the related  long-lived  asset and
depreciated over the asset's useful life.

The   Company's   asset   retirement
obligations   relate  to  kaolin  mining   operations  of  its  Appearance  and
Performance  Technologies  segment. In order to provide kaolin-based products to
the  Company's  customers  and the  Process  Technologies  segment,  the Company
engages in kaolin mining  operations.  The  kaolin  mining  process  includes
exploration,   topsoil  and overburden removal, extraction of kaolin and the
subsequent reclamation of mined areas.  The Company has a legal  obligation to
provide for  reclamation of mined areas under state  regulations.  Prior to adoption
of SFAS No. 143,  the Company incurred  reclamation costs to comply with state
regulation  and expensed costs as the mined areas were reclaimed.

At January 1, 2003, the Company recognized
transition  amounts for existing asset retirement  obligation  liabilities,
associated capitalizable costs and accumulated depreciation. A non-cash transition
charge of $3.7 million ($2.3  million after tax or $0.02 per share on a diluted  basis)
was  recorded  on January 1, 2003 as the  cumulative  effect  of an
accounting change.  Pro forma net income and diluted earnings per share as if the provisions  of SFAS No. 143 had been  applied for the first
quarter of 2002 are $50.2 million and $0.38 per share, respectively.

The following table represents the change in the Company's
asset retirement obligation liability (in millions):

|                                               |   | 2003
|---------------------------------------------- | - | ----
|Asset retirement obligation at January 1, 2003 | $ | -   
|Liability recognized in transition             |   | 7.1 
|Accretion expense                              |   | 0.1 
|Asset retirement obligation at March 31, 2003  | $ | 7.2 

The pro forma amount of liability for asset retirement obligation
as if the provisions of SFAS No. 143 had been applied at January 1, 2002 is $6.7 million.

Note 4 - Inventories

Inventories consist of the following (in millions):

|                  | March 31, 2003 | December 31, 2002
|----------------- | -------------- | -----------------
|Raw materials     | $              | 102.1            
|Work in process   |                | 52.3             
|Finished goods    |                | 262.3            
|Precious metals   |                | 17.8             
|Total inventories | $              | 434.5            

The majority of the Company's physical metal is carried in the
committed metal positions line on the balance sheet at fair value with the remainder carried in the
inventory line at historical cost.  The remaining portion of precious metals are stated at LIFO cost. The
market value of the precious metals recorded at LIFO exceeded cost by $53.1 million and $58.3 million at March 31, 2003
and December 31, 2002, respectively.

In the normal course of business, certain customers and suppliers
deposit significant quantities of precious metals with the Company under a variety of arrangements.  Equivalent
quantities of precious metals are returnable as product or in other forms.  Metals held for the accounts
of customers and suppliers are not reflected in the Company's financial statements.

Note 5 - Comprehensive Income

Comprehensive income is summarized as follows (in millions):

|                                                                               | Three Months EndedMarch 31,
|------------------------------------------------------------------------------ | ---------------------------
|
|Net earnings                                                                   | $                          
|Other comprehensive income (loss):     Foreign currency translation adjustment |                            
|Cash flow hedge adjustment, net of tax                                         |                            
|Comprehensive income                                                           | $                          

The foreign currency translation adjustments are not currently
adjusted for income taxes as they relate to permanent investments in non-U.S. subsidiaries.

Note 6 - Earnings Per Share

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

|                                                      | Three Months EndedMarch 31,
|----------------------------------------------------- | ---------------------------
|(in millions, except per share data)                 
|Basic EPS Computation                                 |                            
|Net earnings applicable to common shares              | $                          
|Average number of shares outstanding - basic          |                            
|Basic earnings per share                              | $                          
|Diluted EPS Computation                               |                            
|Net earnings applicable to common shares              | $                          
|Average number of shares outstanding - basic          |                            
|Effect of dilutive stock options and other incentives |                            
|Average number of shares outstanding - diluted        |                            
|Diluted earnings per share                            | $                          

Note 7 - 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-month periods ended March 31, 2003 and 2002, 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.

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
usage of these commodities.

Interest Rate Derivatives

The Company uses interest rate derivatives that are designated as fair value
hedges to help achieve its fixed and floating rate debt objectives. The
Company currently has two interest rate swap agreements with a total notional
value of $100 million to effectively change a fixed rate debt obligation into a
floating rate obligation. The total notional amount of these agreements is equal
to the face value of the designated debt instrument. The swap agreements are
expected to settle in August 2006, the maturity date of the corresponding debt
issuance. For these fair value hedges, there was no gain or loss recognized from hedged firm commitments
no longer qualifying as fair value hedges for the three-month periods ended March 31, 2003 and 2002.

Note 8 - Product Warranty

The Company accrues for anticipated product warranty expenses on
certain products. Accruals for anticipated warranty liabilities are recorded based upon a review of
historical warranty claims experience.  Adjustments are made to accruals as claim data and historical
experience warrant. The Company's accrual is primarily comprised of warranty liabilities within the
non-automotive business of the Environmental Technologies segment.

The change in the Company's product warranty reserves for the
first quarter of 2003 is as follows (in millions):

|Balance at January 1, 2003 | $ | 11.1 |  
|-------------------------- | - | ---- | -
|Payments                   |   | (2.4 | )
|Provision                  |   | 0.5  |  
|Balance at March 31, 2003  | $ | 9.2  |  

Note 9 - Goodwill and Other Intangible Assets

Identifiable intangible assets, such as patents and trademarks, are amortized using the straight-line method over their estimated
useful  lives.  Goodwill  was  amortized by the  straight-line  method over
periods up to 40 years for all  acquisitions  completed  prior to June 30, 2001.
Effective  January  1,  2002,  with  the  adoption  of  Statement  of  Financial
Accounting  Standards No. 142,  "Goodwill and Other Intangible  Assets (SFAS No.
142)," goodwill and other  intangible  assets that have  indefinite  useful lives
are no longer amortized,  but are tested for impairment  based on the specific
guidance of SFAS No. 142.

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

|                                       | As of March 31, 2003 | As of December 31, 2002
|-------------------------------------- | -------------------- | -----------------------
|
|Acquired Amortizable Intangible Assets |                      |                        
|Usage right                            | $                    | 17.9                   
|Supply agreements                      |                      | 15.9                   
|Technology licenses                    |                      | 7.4                    
|Other                                  |                      | 3.7                    
|Total                                  | $                    | 44.9                   

The increased carrying amount of acquired amortizable intangible assets
is primarily due to the impact of foreign exchange.

Total accumulated amortization for goodwill and other intangible
assets amounted to $77.6 million and $76.8 million at March 31, 2003 and December 31, 2002, respectively.
As of March 31, 2003, the estimated aggregate amortization expense for each
of the five succeeding years is as follows (in millions):

|Estimated Annual Amortization Expense:
|--------------------------------------
|2003                                  
|2004                                  
|2005                                  
|2006                                  
|2007                                  

The following table represents the changes in the carrying amount of
goodwill for the quarter ended March 31, 2003 (in millions):

|                                            | EnvironmentalTechnologies |  | ProcessTechnologies |  | Appearance &PerformanceTechnologies |   | AllOther |       | Total
|------------------------------------------- | ------------------------- |  | ------------------- |  | ----------------------------------- | - | -------- | ----- | -----
|Balance as of January 1, 2003               | $                         |  | 13.0                |  |                                     | $ |          | 106.9 |      
|Foreign currency translation     adjustment |                           |  | 0.1                 |  |                                     |   |          | -     |      
|Balance as of March 31, 2003                | $                         |  | 13.1                |  |                                     | $ |          | 106.9 |      

Note 10 - 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 on the
Company's "Condensed Consolidated Balance Sheets":

Metal Positions Information (in millions):

|                               | March 31, 2003 |   | December 31, 2002
|------------------------------ | -------------- | - | -----------------
|
|Platinum group metals          | Long           | $ | 18.4             
|Gold                           | Long           |   | 1.9              
|Silver                         | Long           |   | 4.9              
|Base metals                    | Long           |   | 4.8              
|Total unhedged metal positions |                | $ | 30.0             

Committed metal positions may 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 March 31, 2003, the aggregate market value of
metals purchased under a contract for which a provisional price had been paid had fallen below the amounts advanced.  In April, this excess was eliminated, without any loss,
through receipt of cash under a previously disclosed agreement.

Derivative metal and foreign currency instruments
are used to hedge metal positions and obligations. As of March 31, 2003, over 98% of these instruments
have settlement terms of less than one year, with the remaining instruments expected to settle within
three years. These derivative metal and foreign currency instruments consist of the following:

Metal Hedging Instruments (in millions):

|                                       | March 31, 2003 |         | December 31, 2002
|-------------------------------------- | -------------- | ------- | -----------------
|
|Metal forwards/futures                 | $              | 1,358.6 |                  
|Eurodollar futures                     |                | 138.7   |                  
|Swaps                                  |                | 4.3     |                  
|Options                                |                | 73.5    |                  
|Foreign exchange      forwards/futures |                | -       |                  

Note 11 - New Accounting Pronouncements

In  January  2003,  the FASB  issued
Interpretation  No. 46, "Consolidation of Variable Interest Entities" (FIN 46).
FIN 46 addresses  consolidation  by business  enterprises  of variable  interest
entities  with certain  defined  characteristics.  This  interpretation  applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable  interest entities in which an enterprise holds a variable
interest  that it acquired  before  February 1, 2003.  The Company did not obtain an interest
in any variable interest entities after January 31, 2003.  The Company is  currently
evaluating the impact this interpretation may have on its financial statements.

Note 12 - 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 the Company's stock option plans been determined based
on the fair value at grant date consistent with the provisions of Statement of Financial Accounting Standards No.123,
"Accounting for Stock Based Compensation," the Company's net earnings and
earnings per share would have been as follows:

|Three Months EndedMarch 31,                                                                                     
|----------------------------------------------------------------------------------------------------------------
|(in millions, except per share data)                                                                            
|Net earnings - as reported                                                                                      
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards,
|net of tax                                                                                                      
|Net earnings--pro forma                                                                                         
|Earnings Per Share:                                                                                             
|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 13 - Supplemental Information

The following table presents certain supplementary information to the Company's
"Condensed Consolidated Statements of Cash Flows":

SUPPLEMENTARY CASH FLOW INFORMATION
(in millions)

|                                                                                             | Three Months EndedMarch 31,
|-------------------------------------------------------------------------------------------- | ---------------------------
|                                                                                             | 2003                       
|Materials Services related: Change in assets and liabilities - source/(use):     Receivables | $                          
|Committed metal positions                                                                    |                            
|Inventories                                                                                  |                            
|Other current assets                                                                         |                            
|Other noncurrent assets                                                                      |                            
|Accounts payable                                                                             |                            
|Accrued liabilities                                                                          |                            
|Net cash flows from changes in assets and liabilities                                        | $                          
|All Other:Change in assets and liabilities - source/(use):                                   |                            
|Receivables                                                                                  | $                          
|Inventories                                                                                  |                            
|Other current assets                                                                         |                            
|Other noncurrent assets                                                                      |                            
|Accounts payable                                                                             |                            
|Accrued liabilities                                                                          |                            
|Noncurrent liabilities                                                                       |                            
|Net cash flows from changes in assets and liabilities                                        | $                          

Note 14 - 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. The Peruvian Tax Court ruled on February 11, 2003 that Engelhard Peru,
S.A. was liable for these  amounts,  overruling  precedent to apply a "form over
substance"  theory  without any  determination  of fraudulent  participation  by
Engelhard Peru, S.A. The Tax Court is part of the Peruvian Ministry of Economics
and Finance. 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.  In  its  own
investigation,  and in  detailed  review  of the  materials  presented  in Peru,
management has not seen any evidence of tax fraud by these  officials.
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. That amount, which is approximately $30 million
including unpaid refunds, has been fully provided for in the accounts of the Company.

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

Results of Operations

Comparison of the First Quarter of 2003
with the First Quarter of 2002

Net earnings increased to $56.7 million in the
first quarter of 2003 from $52.4 million in the same period of 2002. Operating earnings for the first
quarter of 2003 increased 6% to $77.2 million from $73.1 million in the same period of 2002. 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 increased primarily from the royalty settlement gain reported in the
first quarter of 2003 (see Note 2, "Special Charges and Credits," for further detail).

Excluding certain items reported in 2003, Engelhard would have reported net earnings of $46.9 million and diluted earnings
per share of $0.37 for the quarter ended March 31, 2003.  Management believes the amounts as adjusted better reflect the core
earnings of the Company.  The following table reconciles the Company's net earnings and diluted earnings
per share as reported with net earnings and diluted earnings per share as adjusted (in millions, except
per share amounts):

|                                                                                                         | Three Months EndedMarch 31,
|-------------------------------------------------------------------------------------------------------- | ---------------------------
|
|
|Net earnings before cumulative effect of a change in accounting principle,      net of tax - as reported | $                          
|Research Corporation royalty settlement - See Note 2                                                     |                            
|Special charges - See Note 2                                                                             |                            
|Net earnings before cumulative effect of a change in accounting principle,                               |                            
|net of tax - as adjusted                                                                                 | $                          

* - Amounts do not add due to rounding.

The effective tax rate was 23% in the first quarter of 2003 compared
with 25.0% in the same period of 2002. The lower rate was primarily the result of higher percentage
depletion deductions, 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 Company's share of earnings from affiliates was $5.6 million for the
first quarter of 2003 compared with $3.7 million for the same period in 2002. Higher equity earnings
were primarily from Heesung Engelhard, a 49%-owned environmental catalyst joint venture in South Korea
and N.E. Chemcat, a 38.8%-owned, publicly traded Japanese corporation that is a leading producer of
automotive and chemical catalysts, electronic chemicals and other precious-metals-based products.

Interest expense decreased 16% to $6.1 million for the first
quarter of 2003 compared with $7.3 million for the same period in 2002.  Interest income was $0.6 million
in the first quarter of 2003 compared with $0.4 million for the same period in 2002.  Lower interest
expense was primarily due to lower short-term interest rates.

Net sales decreased 17% to $0.8 billion in the first quarter of 2003 from
$1.0 billion for the same period in 2002. Lower sales resulted from
decreased sales in the Materials Services segment as a result of lower prices and volumes for certain
platinum group metals.

Environmental Technologies

Operating earnings decreased 38% to $24.6 million in the first quarter of
2003 from $39.7 million in the same period of 2002.  Net sales for the
first quarter of 2003 increased 30% to $213.5 million from $164.4 million in the
same period of 2002.

The majority of this segment's sales
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 were lower  primarily  from lower volumes of  emission-control  systems for gas
turbines used in power-generation  applications and lower volumes to the surface
coatings  markets.  This decline  resulted from a difficult  comparison  from an
exceptionally strong year-ago quarter in the energy market and lower demand from
the aerospace industry.  Earnings also decreased from a management consolidation
and productivity initiative charge of $5.3 million (see Note 2, "Special Charges and Credits,"
for further detail) recorded in the first quarter of 2003, the reversal of a warranty accrual of $4.9
million in the first quarter of 2002 for a particular  stationary-source,  emission-control capital equipment
project as a result of improved  catalyst  technology, higher depreciation costs of $2.2 million and
higher energy costs of $0.9 million.  This decrease was partially offset by the favorable impact of
foreign exchange of $2.2 million.

Sales  increased   primarily  from  the  addition  of  higher  pass-through
substrate costs, which represented more than half of the increase in sales.  Sales were also
impacted by the favorable  impact of foreign  exchange of $12.0  million,  an estimated 1% increase in
worldwide  production of light-duty vehicles and higher volumes in both OEM and retrofit  diesel  markets.
Higher sales were partially offset by $4.9  million on lower  volumes of  emission-control  systems for gas
turbines  used in  power-generation applications  and by $4.2  million on lower
volumes to the surface coatings markets.

Process Technologies



Operating earnings decreased 21% to $13.5 million in the first
quarter of 2003 from $17.1 million in the same period of 2002. Net sales for the
first quarter of 2003 increased 3% to $118.5 million from $115.4 million in
the same period of 2002.

Operating     earnings     decreased
primarily from lower sales volumes to  chemical-process  markets, a productivity
charge of $2.6 million (see Note 2, "Special Charges and Credits," for further detail)
recorded in the first  quarter of 2003 and higher energy
costs of $0.5 million. These decreases were partially offset by increased demand
for  new  technologies  offered  to  the   petroleum-refining,   polyolefin  and
gas-to-liquids  markets  and the  favorable  impact of foreign  exchange of $1.6
million.

Sales   increased   primarily   from
increased  demand for the new  technologies  offered to the  petroleum-refining,
polyolefin  and  gas-to-liquids  markets  which  aggregated  $13.5 million and the
favorable impact of foreign exchange of $3.3 million. Sales were reduced by $3.4
million  due to lower  precious  metal  prices,  which  are  passed  through  to
chemical-process   catalyst   customers   in  Europe   and lower sales to
chemical-process markets of $6.2 million primarily from the timing of orders.

Appearance and Performance Technologies

Operating earnings increased 23% to $18.6 million in the first quarter of
2003 from $15.1 million in the same period of 2002. Net sales increased 4% to $159.2 million for
the first quarter of 2003 from $152.4 million in the same period of 2002.

Sales and operating earnings increased primarily from increased sales volumes to the coatings, cosmetics/personal care, automotive
and specialty mineral-based markets.  Operating earnings were also favorably impacted by lower costs from productivity improvements
of $3.3 million. Partially offsetting this increase were higher energy costs of $3.6 million.

The Company expects to incur a charge in the second quarter of 2003 in this
segment of approximately $9 million ($0.05 per share on a diluted basis) which will provide for the
remaining lease cost for minerals storage facilities no longer needed because of productivity initiatives
implemented in 2002.

Materials Services

Operating earnings decreased 56% to $4.5 million in the
first quarter of 2003 from $10.2 million in the same period of 2002. Net sales decreased 41% to
$329.0 million in the first quarter of 2003 from $560.7 million in the same
period of 2002.

Operating earnings were down primarily due to
the realization of a previously unrecognized contractual benefit of $5.5 million in the first quarter of 2002.
Sales decreased primarily from lower prices and volumes for certain platinum group metals. The lower results continued to reflect
reduced industrial demand for certain platinum group metals and recycling services.

# Financial Condition and Liquidity

Working capital was $222.0 million at March 31, 2003
compared with $179.8 million at December 31, 2002. The current ratio was 1.1 at
March 31, 2003 and December 31, 2002. The percentage of total debt
to total capitalization was 36% at March 31, 2003 and December 31, 2002.

The variance in cash flows from operating activities
primarily occurred in the Materials  Services segment and reflects
changes in metal positions used to facilitate  requirements of the Company,  its
metals  customers and  suppliers (see Note 13, "Supplemental Information," for Materials
Services variances).  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  represent spot short positions.  As these positions generate cash,
their  cash  effect is  included  in the  financing  activities  section  of the
Company's  "Condensed 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  is
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 may 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 March 31, 2003,
the aggregate market value of metals purchased under a contract for which a
provisional price had been paid had fallen below the amounts
advanced. In April, this excess was eliminated, without any loss, through receipt
of cash under a previously disclosed agreement.

The variance in cash flows from investing
activities is primarily related to a distribution received in the first quarter
of 2003 as a result of the liquidation of the Company's Engelhard-CLAL joint
venture and changes in capital expenditures.

The  variance  in  cash  flows
from  financing  activities  was impacted by a change in hedged metal obligations,
an increase in short-term borrowings, decreased purchases of treasury stock
and less cash received from the exercise of  stock options.  The increase
in hedged metal obligations combined with the increase in committed metal positions for the first
quarter of 2003 was largely due to metal transaction timing.  The balance sheet amounts for both accounts are
expected to be significantly reduced by the end of the second quarter of 2003.

The Company has filed a shelf
registration  for $300 million of Corporate debt.  The Company expects to issue debt of approximately $150
million under the shelf registration in the second quarter of 2003.

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, treasury stock purchases, 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 2002 Form 10-K and in the
Forward-Looking Statements section of this Form 10-Q. In addition, the Company has always
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. The Company has renewed $400 million
of this committed line of credit that was scheduled to expire in May 2003.  The remaining $400 million
of this committed line of credit is scheduled to expire in May 2006.

# 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  that 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.   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 the Company's actual future  activities and results of operations
to  be  materially   different  from  those   suggested  or  described  in  this
document.

Among  the risks  and  uncertainties
that could cause actual results to differ materially are the following:

| | competitive pricing or product
        development activities that could affect the demand for our products, particularly competing
        catalyst and kaolin producers                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the Company's ability to
        achieve and execute internal business plans                                                                                                                                   
| | worldwide political instability as the
        Company operates primarily in the United States, the European community, the Asia-Pacific region,
        the Russian Federation, South Africa and South America
| | alliances and geographic
        expansions developing differently than anticipated                                                                                                                            
| | fluctuations in the supply and
        prices of precious and base metals and fluctuations in the relationships between forward prices
        to spot prices                                                  
| | government legislation and/or
        regulation (particularly on environmental issues), including tax obligations                                                                                             
| | technology, manufacturing and
        legal issues                                                                                                                                                             
| | the impact of any economic
        downturns and inflation                                                                                                                                                     
| | interest rate risk, foreign
        currency exchange rate risk, commodity price risk and credit risk                                                                                                          
| | the impact of higher energy and
        raw material costs, and the availability of natural gas and rare earth elements                                                                                        
| | the success of research and
        development activities and the speed with which regulatory authorizations and product launches
        may be achieved                                                     
| | the impact of increased
        employee benefit costs and/or the resultant impact on employee relations                                                                                                       
| | contingencies related to actual
        or alleged environmental contamination to which the Company may be a party                                                                                             
| | the impact of acquisitions,
        divestitures and restructurings                                                                                                                                            
| | overall demand for the Company's
        products, including demand from the worldwide automotive and chemical-process markets                                                                                 
| | product quality/performance issues                                                                                                                                                                             
| | exposure to product liability and other types of lawsuits                                                                                                                                                      
| | the impact of physical inventory losses,
        particularly with regard to precious and base metals                                                                                                          
| | the loss of business from property and
        casualty exposure                                                                                                                                               

Investors are cautioned not to place undue reliance upon these forward-looking statements, which speak only as of their dates.  The
Company 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 4.     Results of Matters to a Vote of Security Holders

1. The Company's Annual Meeting of the Shareholders was held on
Thursday, May 1, 2003.
2. Results of votes of security holders.

| |                   
| | ------------------
| | Marion H. Antonini
| | Henry R. Slack    

| | James V. Napier, Norma T. Pace, Louis J. Giuliano, Barry W. Perry,
        and Douglas G. Watson continued as Directors after the annual meeting.
| | -------------------------------------------------------------------------------------------------------------------------------------------------

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

|(a) | (10) | Material Contracts                                                                                                                                                                                                                                                                                          |      
|--- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
|    |      |                                                                                                                                                                                                                                                                                                             |      
|    |      | (a) Form of Change in Control Agreement.                                                                                                                                                                                                                                                                    | 28-37
|    |      |                                                                                                                                                                                                                                                                                                             |      
|    |      | (b) Amendment No. 2 to the Five-Year Credit Agreement,
     effective May 8, 2003.                                                                                                                                                                                                                          | 38-42
|    |      |                                                                                                                                                                                                                                                                                                             |      
|    |      | (c) Amendment and Restatement
     of the 364-Day Credit Agreement, effective May 8, 2003.                                                                                                                                                                                                                  | 43-49
|    |      |                                                                                                                                                                                                                                                                                                             |      
|    | (99) | Certification of Chief Executive
     Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). **                                                                                                                                            | 50   
|    |      |                                                                                                                                                                                                                                                                                                             |      
|(b) |      | There were no reports on
     Form  8-K filed during the quarter ended March 31, 2003. In a report on Form 8-K filed
     with the Securities and Exchange Commission (SEC) on April 29, 2003, the Company reported that it furnished
     its earnings release with the SEC for the first quarter of 2003. | *    

*    Incorporated by reference as indicated.

**  This certification accompanies this Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the
Company for purposes of Section 18 or any other provision of the
Securities Exchange Act of 1934, as amended.

# 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: | May 8, 2003 |  | /s/ Barry W. Perry      
|      |             |  | Barry W. Perry          
|      |             |  | Chairman and Chief      
|      |             |  | Executive Officer       
|      |             |  |                         
|      |             |  |                         
|      |             |  |                         
|Date: | May 8, 2003 |  | /s/ Michael A. Sperduto 
|      |             |  | Michael A. Sperduto     
|      |             |  | Vice President and Chief
|      |             |  | Financial Officer       
|      |             |  |                         
|      |             |  |                         
|      |             |  |                         
|Date: | May 8, 2003 |  | /s/ Alan J. Shaw        
|      |             |  | Alan J. Shaw            
|      |             |  | Controller              

# 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: | May 8, 2003 |  | /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: | May 8, 2003 |  | /s/ Michael A. Sperduto 
|      |             |  | Michael A. Sperduto     
|      |             |  | Vice President and Chief
|      |             |  | Financial Officer       
|      |             |  |                         

EXHIBIT (10)(a)

FORM OF CHANGE IN CONTROL AGREEMENT

Agreement, made this
of , [year], by and between
ENGELHARD CORPORATION, a Delaware corporation (the "Company"), and 
(the "Executive").
        
                  WHEREAS, the Executive is a key employee of the Company; and
        
                  WHEREAS, the Board of Directors of the Company (the "Board")
considers the maintenance of a sound management to be essential to protecting
and enhancing the best interests of the Company and its stockholders and
recognizes that the possibility of a change in control raises uncertainty and
questions among key employees and may result in the departure or distraction of
such key employees to the detriment of the Company and its stockholders; and
        
                  WHEREAS, the Board wishes to assure that it will have the
continued dedication of the Executive and the availability of his advice and
counsel, notwithstanding the possibility, threat or occurrence of a bid to take
over control of the Company, and to induce the Executive to remain in the employ
of the Company; and
        
                  WHEREAS, the Executive is willing to continue to serve the
Company taking into account the provisions of this Agreement;
        
                  NOW, THEREFORE, in consideration of the foregoinq, and the
respective covenants and agreements of the parties herein contained, the parties
agree as follows:
        
1.    Potential Change in Control; Change in Control. Benefits shall
                  be provided hereunder only in the event there shall have
                  occurred a "Potential Change in Control" or "Change in
                  Control," as such terms are defined below, and the Executive's
                  employment by the Company shall thereafter have terminated in
                  accordance with Section 2 below within the period beginning on
                  the date of the "Potential Change in Control" or "Change in
                  Control" and ending on the third anniversary of the date on
                  which a "Change in Control" occurs (the "Protection Period");
                  provided, however, that if the Protection Period begins by
                  reason of a "Potential Change in Control," and the Board
                  determines in good faith that a "Change in Control" is
                  unlikely to occur, such Protection Period shall end on the
                  date of adoption of a resolution by the Board to that effect.
                  If any Protection Period terminates without the Executive's
                  employment having terminated, any "Potential Change in
                  Control" or "Change in Control" subsequent to such termination
                  shall give rise to a new Protection Period. No benefits shall
                  be paid under this Agreement if the Executive's employment
                  terminates outside of a Protection Period.

| | (i)  For purposes of this Agreement, a "Potential Change in
                  Control" shall be deemed to have occurred if:
| | ---------------------------------------------------------------------------------------------------------------------------

| | (A)  the Company enters into an agreement the consummation of
                  which, or the approval by shareholders of which, would
                  constitute a Change in Control;
                       (B)  proxies for the election of directors are solicited by anyone
                  other than the Company;
                       (C)  any Person (as defined below) publicly announces an intention
                  to take or to consider taking actions which, if consummated,
                  would constitute a Change in Control; or
                       (D)  any other event occurs which is deemed to be a Potential
                  Change in Control by the Board and the Board adopts a
                  resolution to the effect that a Potential Change in Control
                  has occurred.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)  For purposes of this Agreement, a "Change in Control" shall
                  mean:
| | -----------------------------------------------------------------------------------------

| | (A)  the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of
                  Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (1) the then outstanding shares of common
                  stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then
                  outstanding voting securities of the Company entitled to vote generally in the election of directors (the
                  "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a
                  Change in Control: (i) any acquisition directly from the Company (other than by exercise of a conversion privilege);
                  (ii) any acquisition by the Company or any of its subsidiaries; (iii) any acquisition by any employee benefit plan
                  (or related trust) sponsored or maintained by the Company or any of its subsidiaries; (iv) any acquisition by any
                  corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding
                  shares of common stock of such corporation and the combined voting power of the then outstanding voting securities
                  of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or
                  indirectly, by all or substantially all of the individuals and entities who were the beneficial owners,
                  respectively, of the outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to
                  such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of
                  the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or (v) any
                  acquisition by a Person owning more than 25% of the Outstanding Company Common Stock on the date hereof;
     (B)  during any period of two consecutive years, individuals who, as of the beginning of such period, constitute the Board (the
                  "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to the beginning of such period whose election, or nomination for election
                  by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the
                  Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding,
                  for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or
                  threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
                  Act); or
     (C)  approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, with respect to
                  which all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such reorganization,
                  merger or consolidation, do not, following such reorganization, merger or consolidation, beneficially own, directly
                  or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting
                  power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case
                  may be, of the corporation resulting from such reorganization, merger or consolidation in substantially the same
                  proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the
                  Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or
     (D)  approval by the shareholders of the Company of (1) a complete liquidation or dissolution of the Company or (2) a sale or
                  other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect
                  to which following such sale or other disposition, more than 60% of, respectively, the then outstanding shares of
                  common stock of such corporation and the combined voting power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of directors is then beneficially owned, directly or
                  indirectly, by all or substantially all of the individuals and entities who were the beneficial owners,
                  respectively, of the outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to
                  such sale or other disposition in substantially the same proportions as their ownership, immediately prior to such
                  sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the
                  case may be.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.    Termination Following Change in Control. The Executive shall
                  be entitled to the benefits provided in Section 3 hereof upon
                  any termination of his employment with the Company within a
                  Protection Period, except a termination of employment (a)
                  because of his death, (b) because of a "Disability," (c) by
                  the Company for "Cause," or (d) by the Executive other than
                  for "Good Reason."

| | (i)  
                  Disability.  The Executive's employment shall be deemed to have
                  terminated because of a "Disability" if the Executive applies
                  for and is determined to be eligible to receive disability
                  benefits under the Company's Long-Term Disability Plan.

    (ii)   Cause.  Termination of the Executive's employment by the Company for "Cause" shall mean termination by reason of the
         Executive's willful engagement in conduct which involves dishonesty or moral turpitude in connection with his employment and
         which is demonstrably and materially injurious to the financial condition or reputation of the Company.  An act or omission
         shall he deemed "willful" only if done, or omitted to be done, in bad faith and without reasonable belief that it was in the
         best interest of the Company.  Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for
         Cause unless and until there shall have been delivered to the Executive a written notice of termination from the
         Compensation Committee (the "Committee") after reasonable notice to the Executive and an opportunity for him, together with
         his counsel, to be heard before the Committee, finding that, in the good faith opinion of such Committee, he was guilty of
         conduct set forth above in the first sentence of this subsection (ii) and specifying the particulars in detail.
    (iii)  Without Cause. The Company may terminate the employment of the
                  Executive without Cause during a Protection Period only by
                  giving the Executive written notice of termination to that
                  effect. In that event, the Executive's employment shall
                  terminate on the last day of the month in which such notice is
                  given (or such later date as may be specified in such notice),
                  and the benefits set forth in Section 3 hereof shall be
                  provided to the Executive.
    (iv)  Good Reason. Termination of employment by the Executive for
                  "Good Reason" shall mean termination:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (A)   within a Protection Period, if there has occurred a reduction
                  by the Company in the Executive's base salary in effect
                  immediately before the beginning of the Protection Period or
                  as increased from time to time thereafter;
     (B)  within a Protection Period, and without the Executive's
                  written consent, if the Company has required the Executive to
                  be relocated anywhere in excess of thirty-five (35) miles from
                  his office location immediately before the beginning of the
                  Protection Period, except for required travel on the business
                  of the Company to an extent substantially consistent with the
                  Executive's business travel obligations immediately before the
                  beginning of the Protection Period;
     (C)  within a Protection Period, if there has occurred a failure by the Company to maintain plans providing benefits at least as
                  beneficial as those provided by any benefit or compensation plan (including, without limitation, any incentive
                  compensation plan, bonus plan or program, retirement, pension or savings plan, stock option plan, restricted stock
                  plan, life insurance plan, health and dental plan and disability plan) in which the Executive is participating
                  immediately before the beginning of the Protection Period, or if the Company has taken any action which would
                  adversely affect the Executive participation in or reduce the Executive's benefits under any of such plans or
                  deprive the Executive of any material fringe benefit enjoyed by him immediately before the beginning of the
                  Protection Period, or if the Company has failed to provide the Executive with the number of paid vacation days to
                  which he would be entitled in accordance with the normal vacations policy of the Company as in effect immediately
                  before the beginning of the Protection Period; provided, however, that a reduction in benefits under the Company's
                  tax-qualified retirement, pension or savings plans or its life insurance plan, health and dental plan, disability
                  plans or other insurance plans which reduction applies equally to all participants in the plans and has a de minimis
                  effect on the Executive shall not constitute "Good Reason" for termination by the Executive;
     (D)  within a Protection Period, if the Company has reduced in any
                  manner which the Executive considers important the Executive's
                  title, job authorities or responsibilities immediately before
                  the beginning of the Protection Period;
     (E)  within a Protection Period, if the Company has failed to
                  obtain the assumption of the obligations contained in this
                  Agreement by any successor as contemplated in Section 8(c)
                  hereof; or
     (F)  within a Protection Period, if there occurs any purported
                  termination of the Executive's employment by the Company which
                  is not effected pursuant to a written notice of termination as
                  described in subsection (ii) or (iii) above.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Executive shall exercise his right to terminate his
employment for Good Reason by giving the Company a written notice of termination
specifying in reasonable detail the circumstances constituting such Good Reason.
In that event, the Executive's employment shall terminate on the last day of the
month in which such notice is given.
        
                  A termination of employment by the Executive within a
Protection Period shall be for Good Reason if one of the occurrences specified
in this subsection (iv) shall have occurred, notwithstanding that the Executive
may have other reasons for terminating employment, including employment by
another employer which the Executive desires to accept. For purposes of this
subsection (iv), any good faith determination of "Good Reason" made by the
Executive shall be conclusive.
        
3.    Benefits Upon Termination Within Protection Period. If, within a
         Protection Period, the Executive's employment by the Company shall be
         terminated (a) by the Company other than for Cause or because of a
         Disability, or (b) by the Executive for Good Reason, the Executive
         shall be entitled to the benefits provided for below:

| | (i)  The Company shall pay to the Executive through the date of the
         Executive's termination of employment salary at the rate then in
         effect, together with salary in lieu of vacation accrued to the date on
         which his employment terminates, in accordance with the standard
         payroll practices of the Company;
    (ii)  The Company shall pay to the Executive an amount in cash equal to the product of (A) the cash value of the total incentive
         pool under the Company's Incentive Compensation Plan (the "Incentive Plan") for the Executive for the calendar year that
         includes the date of the Change in Control, determined based on the Executive's annual base salary in effect at the time of
         the Change in Control, the Executive's "Pool Development Factors" (i.e., cash bonus factor, equity pool factor and stock
         options factor) under the Incentive Plan for the year that includes the date of the Change in Control, and the highest
         "Performance Multiplier" attributable solely to Company performance under the Incentive Plan for each Pool Development
         Factor in respect of any of the 3 calendar years immediately preceding the calendar year that includes the date of the
         Change in Control, multiplied by (B) a fraction, the numerator of which is the number of days elapsed in the calendar year
         through the date of termination of the Executive's employment, and the denominator of which is 365; and such payment shall
         be made in a lump sum within 10 business days after the date of such termination of employment;
    (iii)  The Company shall pay to the Executive an amount in cash equal to two times the sum of (A) his highest annual salary in
         effect during any of the 36 months immediately preceding his date of termination of employment, and (B) the cash value of
         the total incentive pool under the Incentive Plan for the Executive for the calendar year that includes the date of the
         Change in Control, determined based on the Executive's annual base salary in effect at the time of the Change in Control,
         the Executive's "Pool Development Factors" (i.e., cash bonus factor, equity pool factor and stock options factor) under the
         Incentive Plan for the year that includes the date of the Change in Control, and the highest "Performance Multiplier"
         attributable solely to Company performance under the Incentive Plan for each Pool Development Factor in respect of any of
         the 3 calendar years immediately preceding the calendar year that includes the date of the Change in Control; and such
         payment shall be made in a lump sum within 10 business days after the date of such termination of employment;
    (iv)  The Company shall continue to cover the Executive and his dependents
         under, or provide the Executive and his dependents with insurance
         coverage no less favorable than, the Company's life, disability,
         health, dental or other emp1oyee welfare benefit plans or programs (as
         in effect on the day immediately preceding the Protection Period or, at
         the option of the Executive, on the date of termination of his
         employment) for a period equal to the lesser of (x) two years following
         the date of termination or (y) until the Executive is provided by
         another employer with benefits substantially comparable to the benefits
         provided by such plans or programs; and
    (v)  Following the Executive's termination of employment, the Company shall
         treat the Executive as if he had continued participation and benefit
         accruals under the Company's Supplemental Retirement Program or a
         successor plan (as in effect on the date immediately preceding the
         Protection Period) for two years following the date of termination, or
         the Company shall provide an equivalent benefit outside such plan with
         the result that an additional two years of age and service shall be
         granted to the Executive.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
         limit the Executive's continuing or future participation in any
         benefit, bonus, incentive or other plans, practices, policies or
         programs provided by the Company or any of its subsidiaries and for
         which the Executive may qualify, nor shall anything herein limit or
         otherwise affect such rights as the Executive may have under any stock
         option or other agreements with the Company or any of its subsidiaries.
         Amounts which are vested benefits or which the Executive is otherwise
         entitled to receive under any plan, practice, policy or program of the
         Company or any of its subsidiaries at or subsequent to the date of
         termination of the Executive's employment shall be payable in
         accordance with such plan, practice, policy or program.
        
5.    Full-Settlement; Legal Expenses. The Company's obligation to make the
         payments provided for in this Agreement and otherwise to perform its
         obligations hereunder shall not be affected by any set-off,
         counterclaim, recoupment, defense or other claim, right or action which
         the Company may have against the Executive or others. In no event shall
         the Executive be obligated to seek other employment or take any other
         action by way of mitigation of the amounts payable to the Executive
         under any of the provisions of this Agreement. The Company agrees to
         pay, upon written demand therefor by the Executive, all legal fees and
         expenses which the Executive may reasonably incur as a result of any
         dispute or contest (regardless of the outcome thereof) by or with the
         Company or others regarding the validity or enforceability of, or
         liability under, any provision of this Agreement (including as a result
         of any contest by the Executive about the amount of any payment
         hereunder), plus in each case interest at the applicable Federal rate
         provided for in Section 7872(f)(2) of the Internal Revenue Code of
         1986, as amended (the "Code"). In any such action brought by the
         Executive for damages or to enforce any provisions of this Agreement,
         he shall be entitled to seek both legal and equitable relief and
         remedies, including, without limitation, specific performance of the
         Company's obligations hereunder, in his sole discretion.
        
6.    Certain Additional Payments by the Company.
        
(a)    Anything in this Agreement to the contrary notwithstanding, in the
         event it shall be determined that any payment or distribution made, or
         benefit provided (including, without limitation, the acceleration of
         any payment, distribution or benefit), by the Company to or for the
         benefit of the Executive (whether paid or payable or distributed or
         distributable pursuant to the terms of this Agreement or otherwise, but
         determined without regard to any additional payments required under
         this Section 6) (a "Payment") would be subject to the excise tax
         imposed by Section 4999 of the Code (or any similar excise tax) or any
         interest or penalties are incurred by the Executive with respect to
         such excise tax (such excise tax, together with any such interest and
         penalties, are hereinafter collectively referred to as the "Excise
         Tax"), then the Executive shall be entitled to receive an additional
         payment (a "Gross-Up Payment") in an amount such that after payment by
         the Executive of all taxes (including any Excise Tax, income tax or
         employment tax) imposed upon the Gross-Up Payment and any interest or
         penalties imposed with respect to such taxes, the Executive retains
         from the Gross-Up Payment an amount equal to the Excise Tax imposed
         upon the Payments.
        
(b)    Subject to the provisions of Section 6(c), all determinations required
         to be made under this Section 6, including determination of whether a
         Gross-Up Payment is required and of the amount of any such Gross-up
         Payment, shall be made by [Independent Auditing Firm] (the "Accounting Firm"),
         which shall provide detailed supporting calculations both to the
         Company and the Executive within 15 business days of the date of
         termination of the Executive's employment, if applicable, or such
         earlier time as is requested by the Company, provided that any
         determination that an Excise Tax is payable by the Executive shall be
         made on the basis of substantial authority. The initial Gross-Up
         Payment, if any, as determined pursuant to this Section 6(b), shall be
         paid to the Executive within five business days of the receipt of the
         Accounting Firm's determination. If the Accounting Firm determines that
         no Excise Tax is payable by the Executive, it shall furnish the
         Executive with a written opinion that he has substantial authority not
         to report any Excise Tax on his Federal income tax return. Any
         determination by the Accounting Firm meeting the requirements of this
         Section 6(b) shall be binding upon the Company and the Executive;
         subject only to payments pursuant to the following sentence based on a
         determination that additional Gross-Up Payments should have been made,
         consistent with the calculations required to be made hereunder (the
         amount of such additional payments is referred to herein as the
         "Gross-Up Underpayment"). In the event that the Company exhausts its
         remedies pursuant to Section 6(c) and the Executive thereafter is
         required to make a payment of any Excise Tax, the Accounting Firm shall
         determine the amount of the Gross-Up Underpayment that has occurred and
         any such Gross-Up Underpayment shall be promptly paid by the Company to
         or for the benefit of the Executive. The fees and disbursements of the
         Accounting Firm shall be paid by the Company.
        
(c)    The Executive shall notify the Company in writing of any claim by the
         Internal Revenue Service that, if successful, would require the payment
         by the Company of a Gross-Up Payment. Such notification shall be given
         as soon as practicable but not later than ten business days after the
         Executive receives written notice of such claim and shall apprise the
         Company of the nature of such claim and the date on which such Claim is
         requested to be paid. The Executive shall not pay such claim prior to
         the expiration of the 30-day period following the date on which it
         gives such notice to the Company (or such shorter period ending on the
         date that any payment of taxes with respect to such claim is due). If
         the Company notifies the Executive in writing prior to the expiration
         of such period that it desires to contest such claim and that it will
         bear the costs and provide the indemnification as required by this
         sentence, the Executive shall:

| | (i)  give the Company any information reasonably requested by the Company
         relating to such claim,
    (ii)  take such action in connection with contesting such claim as the
         Company shall reasonably request in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney reasonably selected by the
         Company,
    (iii)  cooperate with the Company in good faith in order effectively to
         contest such claim, and
    (iv)   permit the Company to participate in any proceedings relating to such
         claim;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax, income tax or employment tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 6(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Executive on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax, income tax or employment tax, including interest or penalties with
respect thereto, imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to the payment of taxes for the
taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.
        
(d)     If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 6(c), the Executive becomes entitled to receive any refund
with respect to such claim, the Executive shall (subject to the Company's
complying with the requirements of Section 6(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 6(c), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then any obligation of the Executive to repay such advance shall
be forgiven and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.
        
7.     Confidential Information. The Executive shall hold in a fiduciary capacity
for the benefit of the Company all secret or confidential information, knowledge
or data relating to the Company or any of its subsidiaries, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its subsidiaries and which shall
not be or become public knowledge (other than by acts of the Executive or his
representatives in violation of this Agreement). After the date of termination
of the Executive's employment with the Company, the Executive shall not, without
the prior written consent of the Company, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted violation of the provisions of
this Section 7 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.
        
8.     Successors.
        (a)     This Agreement is personal to the Executive and without the prior written
consent of the Company shall not be assignable by the Executive otherwise than
by will or the laws of descent and distribution. This Agreement shall inure to
the benefit of and be enforceable by the Executive's legal representatives or
successor(s) in interest.
        
(b)     This Agreement shall inure to the benefit of and be binding upon the Company
and its successors and assigns.
        
(c)     The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to a11 or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law or otherwise.
        
9.    Miscellaneous.
        
(a)     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without reference to principles of conflict of
laws. The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
        
(b)     All notices and other communications hereunder shall be in writing and shall
be given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

| | If to the Executive:

                           Engelhard Corporation
                           101 Wood Avenue - P.O. Box 770
                           Iselin, New Jersey  08830-0770If to the Company:

                           Engelhard Corporation
                           101 Wood Avenue
                           Iselin, New Jersey 08830-0770
                           Attention: Arthur A. Dornbusch, II
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
        
(c)    The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement.
        
(d)    The Company may withhold from any amounts payable under this Agreement such
Federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.
        
(e)    The Executive's failure to insist upon strict compliance with any provision
hereof shall not be deemed to be a waiver of such provision or any other
provision thereof.
        
(f)    This Agreement contains the entire understanding of the Company and the
Executive with respect to the subject matter hereof but does not supersede or
override the provisions of any stock option, employee benefit or other plan,
program, policy or practice in which Executive is a participant or under which
the Executive is a beneficiary.

List of current executive officers who have entered
into this Form of Change in Control Agreement with the Company:

Arthur A. Dornbusch, II
Mark Dresner
John C. Hess
Peter B. Martin
Barry W. Perry
Michael A. Sperduto

EXHIBIT (10)(b)

| | AMENDMENT NO. 2 dated as of May 8, 2003 (this "Amendment") to the Five-Year Credit Agreement (as
amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of May
11, 2001, among ENGELHARD CORPORATION, a Delaware corporation ("the Borrower"),
the BANKS party thereto, THE CHASE MANHATTAN BANK, now known as JPMORGAN CHASE
BANK, as administrative agent (the "Agent") and swingline bank, JPMORGAN
SECURITIES INC., now known as J.P. MORGAN SECURITIES INC., as lead arranger and
book manager, BANK OF TOKYO-MITSUBISHI TRUST COMPANY and WACHOVIA BANK, N.A., as
documentation agents and COMMERZBANK AG, as syndication agent.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A. Capitalized terms used but not otherwise defined herein have the meanings assigned to them
in the Credit Agreement.
          
B. The Borrower has requested that the Lenders amend
certain provisions of the Credit Agreement. The Majority Banks are willing to
agree to such amendments on the terms and subject to the conditions of this
Amendment.
          
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
          
SECTION 1. Amendments.

| | (a) Section 6.01(c) of the Credit Agreement is hereby
amended by deleting reference therein to "Winston & Strawn" and replacing it
with a reference to "Cravath, Swaine & Moore LLP". 
     (b) Section 7.10 of the Credit Agreement is hereby amended by deleting therefrom the words "more than
$10,000,000" and replacing them with the words "an amount that could reasonably
be expected to result in a material adverse change in the business, assets,
conditions (financial or otherwise) or results of operations of the Company and
its Subsidiaries taken as a whole". 
     (c) Section 8.04(a) of the Credit Agreement is hereby amended by deleting reference therein to "Arthur Andersen LLP" and replacing it
with a reference to "Ernst & Young LLP".
     (d) Section 11 of the Credit Agreement is hereby amended as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) Section 11.02(a) of the Credit Agreement is
hereby amended by deleting the reference therein to "Peter Rapin, Treasurer
(Telecopy No. (732)205- 9847)" and replacing it with a reference to "Daryl
Barber, Assistant Treasurer (Telecopy No. (732) 205-9847)".
     (ii) Section 11.02(b) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | "(b) if to the Administrative Agent, to
                           JPMorgan Chase Bank, Global Chemicals Group, 270 Park
                           Avenue, New York, New York 10017, Attention: Lawrence
                           Palumbo (Telecopy No. (212) 270-5100), with a copy to
                           JPMorgan Chase Bank, Loan and Agency Services Group,
                           1111 Fannin Street, Houston, Texas 77054, Attention:
                           Janene English (Telecopy No. (713) 427-6307);"
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) Section 11.02(c) of the Credit Agreement is
hereby amended by deleting clause (c) in its entirety.
     (iv) Section 11.02(d) of the Credit Agreement is
hereby amended by deleting the clause designator "(d)" and substituting therefor
clause designator "(c)".
     (v) Section 11.12(b) of the Credit Agreement is
hereby amended by inserting the following at the end of such Section:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | "Notwithstanding anything herein or in any
                           related document to the contrary, any party subject
                           to confidentiality obligations hereunder or under any
                           other related document (and any employee,
                           representative or other agent of such party) may
                           disclose to any and all persons, without limitation
                           of any kind, such party's U.S. federal income tax
                           treatment and the U.S. federal income tax structure
                           of the transactions contemplated by this Agreement
                           relating to such party and all materials of any kind
                           (including opinions or other tax analyses) that are
                           provided to it relating to such tax treatment and tax
                           structure. This authorization is not intended to
                           permit disclosure of any other information including,
                           without limitation, any commercial or financial
                           information or any other term or detail not relevant
                           to the tax treatment or the tax structure of the
                           transactions contemplated by this Agreement."
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) Each reference to "The Chase Manhattan Bank" in the Credit
         Agreement and in the Exhibits and Schedule I to the Credit Agreement is
         hereby deleted and replaced with a reference to "JPMorgan Chase Bank".
     
                  (f) Each reference to "JPMorgan Securities Inc." in the Credit
         Agreement and in the Exhibits to the Credit Agreement is hereby deleted
         and replaced with a reference to "J.P. Morgan Securities Inc".
     
                  (g) Each reference to "Chase" in the Credit Agreement is
         hereby deleted and replaced with a reference to "JPMCB".
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 2. Representations and Warranties.  The Borrower represents and warrants to each
other party hereto that as of the Effective Date:

| | (a) After giving effect to this Amendment, the representations and warranties on the part of the
Borrower contained in the Credit Agreement are true and correct in all material respects at and as of
the Effective Date as though made on and as of the Effective Date (except to the extent such
representations and warranties expressly relate solely to an earlier date).
     
(b) After giving effect to this Amendment, the Borrower is in compliance with the covenants set forth in Section 8 of the Credit
Agreement.
     
(c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 3. Effectiveness. This Amendment shall become effective on the date (the
"Effective Date") the Agent shall have received duly executed counterparts
hereof which, when taken together, bear the authorized signatures of the
Borrower, the Agent and the Majority Banks.
          
SECTION 4. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Banks, the
Swingline Bank, the Administrative Agent, the Arranger, the Documentation Agents
or the Syndication Agent, under the Credit Agreement or any other Credit
Document, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Credit Document, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. Nothing herein
shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Credit
Document in similar or different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. This Amendment shall constitute a "Credit
Document" for all purposes of the Credit Agreement and the other Credit
Documents. As used therein, the terms "Agreement", "herein", "hereunder",
"hereto", "hereof" and words of similar import shall, unless the context
otherwise requires, refer to the Credit Agreement as modified hereby.
          
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
                  CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
                  ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
                  SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
          
SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original but all of which, when
taken together, shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.
          
SECTION 7. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first above written.

| | ENGELHARD CORPORATION,
                      by: /s/ Mac C.P. Mak
| | -----------------------------------------------------------------
| | Name: Mac C.P. Mak
                           Title: Treasurer   

SCHEDULE OF BANKS

JPMORGAN CHASE BANK
J.P. MORGAN SECURITIES INC.
THE BANK OF NOVA SCOTIA
SUNTRUST BANK
BANCA POPOLARE DI MILANO, NY BRANCH
ING BANK N.V., DUBLIN BRANCH
WESTLB AG, NEW YORK BRANCH
SUMITOMO MITSUI BANKING CORPORATION
NORDDEUTSCHE LANDESBANK GIROZENTRALENEW YORK AND/OR CAYMAN ISLANDS BRANCH
THE BANK OF NEW YORK
BANCA INTESA S.P.A., NEW YORK BRANCH
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
ABN AMRO N.V.
BANK OF AMERICA, N.A.
COMMERZBANK AG - NEW YORK AND GRAND CAYMAN BRANCHES
MELLON BANK, N.A.
WACHOVIA BANK, N.A.
BANK ONE, N.A.
CITIBANK, N.A.

EXHIBIT (10)(c)

---

ENGELHARD CORPORATION

                                               $400,000,000
                                  AMENDED AND RESTATED CREDIT AGREEMENT

                                         Dated as of May 8, 2003

                                        Amending and Restating the
                                         364-Day Credit Agreement
                                        dated as of May 11, 2001,
                                      as amended and restated as of
                                               May 10, 2002


                                           JPMORGAN CHASE BANK,
                                         as Administrative Agent,

                                 BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                         as Documentation Agent,

                                                   and

                                           ABN-AMRO BANK N.V.,
                                           as Syndication Agent

---

J.P. MORGAN SECURITIES INC.,
                                    as Lead Arranger and Book Manager

---

| | AMENDED AND RESTATED CREDIT AGREEMENT dated
                           as of May 8, 2003 (this "Amendment and Restatement")
                           amending and restating the 364-DAY CREDIT AGREEMENT
                           dated as of May 11, 2001, as amended and restated as
                           of May 10, 2002 (the "Credit Agreement"), among
                           ENGELHARD CORPORATION, a Delaware corporation
                           (hereinafter called the "Company"), the Banks party
                           thereto, JPMORGAN CHASE BANK, as Administrative Agent
                           (hereinafter, in such capacity, together with any
                           successor thereto in such capacity, the
                           "Administrative Agent"), BANK OF TOKYO-MITSUBISHI
                           TRUST COMPANY, as Documentation Agent (hereinafter,
                           in such capacity, together with any successor thereto
                           in such capacity, the "Documentation Agent"), and
                           ABN-AMRO BANK N.V., as Syndication Agent
                           (hereinafter, in such capacity, together with any
                           successor thereto in such capacity, the "Syndication
                           Agent").
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has requested that the Credit Agreement be amended
and restated as set forth in Section 1 below and the parties hereto are willing
so to amend the Credit Agreement. Each capitalized term used but not defined
herein has the meaning assigned thereto in the Credit Agreement.
          
                  In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth herein, as follows:
          
                  SECTION 1. Amendment and Restatement. Upon the effectiveness
of this Amendment and Restatement as provided in Section 3 below, the Credit
Agreement shall be amended and restated in the form in which it shall exist
immediately prior to such effectiveness, but with the caption set forth above
and the following revisions:

| | (a) The first paragraph following the caption to the Credit
         Agreement is hereby amended by (i) inserting "which was amended and
         restated as of May 10, 2002" between "Credit Agreement" and "(the
         "Credit Agreement")" and (ii) inserting "further" between "wish to" and
         "amend and restate".
     
                  (b) Section 1.02 of the Credit Agreement is hereby amended by
         deleting each reference therein to "December 31, 2001" and replacing it
         with a reference to "December 31, 2002".
     
                  (c) Section 6.01(c) of the Credit Agreement is hereby amended
         by deleting reference therein to "Winston & Strawn" and replacing it
         with a reference to "Cravath, Swaine & Moore LLP".
     
                  (d) Section 7 of the Credit Agreement is hereby amended as
         follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) Section 7.04 of the Credit Agreement is hereby
                  amended by deleting the reference therein to "December 31,
                  2001" and replacing it with a reference to "December 31,
                  2002".
     (ii) Section 7.05 of the Credit Agreement is hereby
                  amended by deleting the reference therein to "December 31,
                  2001" and replacing it with a reference to "December 31,
                  2002".
     (iii) Section 7.10 of the Credit Agreement is hereby
                  amended by deleting therefrom the words "more than
                  $10,000,000" and replacing them with the words "an amount that
                  could reasonably be expected to result in a material adverse
                  change in the business, assets, condition (financial or
                  otherwise) or results of operations of the Company and its
                  Subsidiaries taken as a whole".
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) Section 8.04(a) of the Credit Agreement is hereby amended
         by deleting reference therein to "Arthur Andersen LLP" and replacing it
         with a reference to "Ernst & Young LLP".
     
                  (f) Section 11 of the Credit Agreement is hereby amended as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) Section 11.02(a) of the Credit Agreement is
                  hereby amended by deleting the reference therein to "Peter
                  Rapin, Treasurer (Telecopy No. (732) 205-9847)" and replacing
                  it with a reference to "Daryl Barber, Assistant Treasurer
                  (Telecopy No. (732) 205-9847)".
     
                           (ii) Section 11.02(b) of the Credit Agreement is
                  hereby amended by deleting the reference therein to "(212)
                  270-7939" and replacing it with a reference to "(212)
                  270-5100" and deleting the reference therein to "One Chase
                  Manhattan Plaza, New York, New York 10081 Attention: Lisa
                  Pucciarelli (Telecopy No. (212) 552-5777)" and replacing it
                  with a reference to "1111 Fannin Street, Houston, Texas 77054,
                  Attention: Janene English (Telecopy No. (713) 427-6307)".
     
                           (iii) Section 11.12(b) of the Credit Agreement is
                  hereby amended by inserting the following at the end of such
                  Section:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | "Notwithstanding anything herein or in any related
                           document to the contrary, any party subject to
                           confidentiality obligations hereunder or under any
                           other related document (and any employee,
                           representative or other agent of such party) may
                           disclose to any and all persons, without limitation
                           of any kind, such party's U.S. federal income tax
                           treatment and the U.S. federal income tax structure
                           of the transactions contemplated by this Agreement
                           relating to such party and all materials of any kind
                           (including opinions or other tax analyses) that are
                           provided to it relating to such tax treatment and tax
                           structure. This authorization is not intended to
                           permit disclosure of any other information including,
                           without limitation, any commercial or financial
                           information or any other term or detail not relevant
                           to the tax treatment or the tax structure of the
                           transactions contemplated by this Agreement."
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) Effective Date. From and after the Effective Date (as
         defined below), all references in the Credit Agreement to "the date
         hereof" or other words or phrases of similar import, shall be deemed
         references to the date of this Amendment and Restatement.
     
                  (h) Exhibits. (i) Each reference to "May 10, 2002" in the
         Exhibits to the Credit Agreement is hereby deleted and replaced with a
         reference to "May 8, 2003" and (ii) each reference to "Commerzbank AG"
         in the Exhibits to the Credit Agreement is hereby deleted and replaced
         with a reference to "ABN-AMRO Bank N.V.".
     
                  (i) Schedule I. Schedule I to the Credit Agreement is hereby
         deleted and Schedule I hereto is inserted in its place.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 2. Representations and Warranties. The Company represents and warrants as of the Effective Date to the
Lenders that:

| | (a) After giving effect to this Amendment and Restatement, the
         representations and warranties on the part of the Company contained in
         the Credit Agreement are true and correct in all material respects at
         and as of the Effective Date as though made on and as of the Effective
         Date (except to the extent such representations and warranties
         expressly relate solely to an earlier date).
     
                  (b) After giving effect to this Amendment and Restatement, the
         Company is in compliance with the covenants set forth in Section 8 of
         the Credit Agreement.
     
                  (c) After giving effect to this Amendment and Restatement, no
         Event of Default or Default has occurred and is continuing.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 3. Conditions to Effectiveness. This Amendment and
Restatement shall become effective on the date hereof (the "Effective Date")
subject to the following conditions precedent:

| | (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Amendment and Restatement signed on behalf of such party or (ii)
         written evidence satisfactory to the Administrative Agent (which may
         include telecopy transmission of a signed signature page of this
         Amendment and Restatement) that such party has signed a counterpart of
         this Amendment and Restatement.
     
                  (b) The Administrative Agent shall have received a written
         opinion (addressed to the Administrative Agent and the Banks and dated
         the Effective Date) of Cahill Gordon & Reindel, counsel to the Company,
         substantially in the form of Exhibit A to the Credit Agreement. The
         Company hereby requests such counsel to deliver such opinion.
     
                  (c) The Administrative Agent shall have received certified
         copies of the charter and by-laws (or equivalent documents) of the
         Company, a long-form certificate of good standing for the Company from
         the office of the Secretary of State of the State of Delaware and
         certified copies of all corporate authority for the Company (including,
         without limitation, board of director resolutions and evidence of the
         incumbency, including specimen signatures, of officers) with respect to
         the execution, delivery and performance of this Amendment and
         Restatement and each other document to be delivered by the Company from
         time to time in connection herewith and the Loans hereunder.
     
                  (d) The Administrative Agent, on behalf of itself and the
         Banks, shall have received all fees which they are entitled to be paid
         on or prior to the Closing Date in connection with the Credit Agreement
         and this Amendment and Restatement, as separately agreed upon in
         writing.
     
                  (e) On the Effective Date, no Loans shall be outstanding under
         the Credit Agreement.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 4. Agreement. Except as specifically stated herein,
the provisions of the Credit Agreement are and shall remain in full force and
effect. As used therein, the terms "Credit Agreement", "this Agreement",
"herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar
import shall, unless the context otherwise requires, refer to the Credit
Agreement as amended hereby.
          
                  SECTION 5. Governing Law. THIS AMENDMENT AND RESTATEMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
          
                  SECTION 6. Counterparts. This Amendment and Restatement may be
executed in any number of counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one contract.
Delivery of an executed counterpart of a signature page of this Amendment and
Restatement by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment and Restatement.
          
                  SECTION 7. Expenses. The Company agrees to reimburse the
Administrative Agent for all expenses incurred in connection with this Amendment
and Restatement, including the fees, charges and disbursements of Cravath,
Swaine & Moore LLP, counsel for the Administrative Agent, as separately agreed
upon in writing.
          
                  SECTION 8. Headings. The headings of this Amendment and
Restatement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be duly executed by their respective authorized
officers as of the day and year first above written.

| | ENGELHARD CORPORATION,
                      by: /s/ Mac C.P. Mak
| | -----------------------------------------------------------------
| | Name: Mac C.P. Mak
                           Title: Treasurer   

SCHEDULE OF BANKS

JPMORGAN CHASE BANK
ABN-AMRO BANK N.V.
SUNTRUST BANK
BANCA INTESA S.P.A., NEW YORK BRANCH
BANK OF AMERICA, N.A.
WACHOVIA BANK, N.A.
MELLON BANK, N.A.
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
WESTLB AG, NEW YORK BRANCH
THE BANK OF NEW YORK
NORDDEUTSCHE LANDESBANK GIROZENTRALENEW YORK AND/OR CAYMAN ISLANDS BRANCH
SUMITOMO MITSUI BANKING CORPORATION
ING BANK, N.V., DUBLIN BRANCH
BANCA POPOLARE DI MILANO, NY BRANCH
BANCA DI ROMA S.P.A.
BANK ONE, N.A.
CITIBANK, N.A.
THE BANK OF NOVA SCOTIA
BANK OF TOKYO-MITSUBISHI TRUST COMPANY

EXHIBIT (99)

# 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 March 31, 2003
(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: | May 8, 2003 |  | /s/ Barry W. Perry      
|      |             |  | Barry W. Perry          
|      |             |  | Chairman and Chief      
|      |             |  | Executive Officer       
|      |             |  |                         
|      |             |  |                         
|      |             |  |                         
|      |             |  |                         
|      |             |  |                         
|Date: | May 8, 2003 |  | /s/ Michael A. Sperduto 
|      |             |  | Michael A. Sperduto     
|      |             |  | Vice President and Chief
|      |             |  | Financial Officer       

This certification accompanies this Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company
for purposes of Section 18 or any other provision of the Securities
Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon
request.