<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
             ------------------------------------------------------

                                    FORM 10-Q
   (Mark One)

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

                For the quarterly period ended September 30, 1996

                                       OR

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

              For the transition period from ________ to _________

                           Commission file name 1-8142

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

                   DELAWARE                            22-1586002
        -------------------------------       ----------------------------
        (State or other jurisdiction of       (IRS Employer Identification
        incorporation or organization         Number)
        
        101 WOOD AVENUE, ISELIN, NEW JERSEY                  08830
        ----------------------------------------       -----------------
        (Address of principal executive offices)           (Zip Code)

                                 (908) 205-5000
              ----------------------------------------------------
               (Registrant's telephone number including area code)
        
                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if change since last report)

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

                                 Yes   X       No
                                      ---
                
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Class of Common Stock                           Outstanding at October 31, 1996
---------------------                           -------------------------------
   $1 par value                                           143,851,369


<PAGE>

    
                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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


                                     Three Months Ended     Nine Months Ended
                                        September 30,          September 30,
                                     ------------------   ----------------------
                                       1996      1995       1996        1995
                                       ----      ----       ----        ----

Net sales ......................... $800,894   $724,588  $2,359,497  $2,140,187 
Cost of sales .....................  676,810    614,120   1,997,515   1,791,934 
                                    --------   --------  ----------  ---------- 
                                                                                
     Gross profit .................  124,084    110,468     361,982     348,253 
                                                                                
Selling, administrative and other    
  expenses ........................   61,556     52,731     177,708     187,005 
                                    --------   --------  ----------  ----------

     Earnings from operations .....   62,528     57,737     184,274     161,248 

Equity in losses of affiliates ....     (607)    (1,865)     (2,080)     (1,525)
Net interest expense ..............   13,009      6,998      31,732      22,723 
                                    --------   --------  ----------  ---------- 

     Earnings before income taxes     48,912     48,874     150,462     137,000 
                                               
Income tax expense ................   13,940     11,861      42,882      35,655 
                                    --------   --------  ----------  ---------- 
                                              
     Net earnings .................  $34,972    $37,013    $107,580    $101,345 
                                    ========   ========  ==========  ========== 

Net earnings per share ............    $0.24      $0.26       $0.75       $0.71
                                    ========   ========  ==========  ==========

Cash dividends paid per share .....    $0.09      $0.09       $0.27       $0.26
                                    ========   ========  ==========  ==========
Average number of shares              
  outstanding .....................  143,869    144,031     143,796     143,498 
                                    ========   ========  ==========  ==========
                                             
                                                


  See the Accompanying Notes to the Condensed Consolidated Financial Statements






                                       2
<PAGE>





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





                                               September 30,    December 31,
                                                    1996            1995
                                               -------------    ------------

Cash ...........................................$   60,744       $   40,023
Receivables ....................................   365,159          268,578
Inventories ....................................   325,805          238,002
Other current assets ...........................    53,482           54,440
                                                ----------       ----------
   Total current assets ........................$  805,190          601,043
                                                              
Investments ....................................   231,013          224,721
Property, plant and equipment, net .............   710,140          609,540
Other noncurrent assets ........................   368,190          210,271
                                                ----------       ----------
   Total assets ................................$2,114,533       $1,645,575
                                                ==========       ==========
                                                              
                                                              
Short-term borrowings ..........................$  376,064       $  183,570
Accounts payable ...............................   130,748          101,064
Other current liabilities ......................   222,065          209,875
                                                ----------       ----------
   Total current liabilities ...................   728,877          494,509
                                                              
Long-term debt .................................   375,241          211,533
Other noncurrent liabilities ...................   205,524          201,791
Shareholders' equity ...........................   804,891          737,742
                                                ----------       ----------
   Total liabilities and                                      
        shareholders' equity ...................$2,114,533       $1,645,575
                                                ==========       ==========




  See the Accompanying Notes to the Condensed Consolidated Financial Statements










                                       3
<PAGE>

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


                                                            Nine Months Ended
                                                              September 30,
                                                           ------------------
                                                            1996         1995
                                                            ----         ----
                                    
Cash flows from operating activities
   Net earnings .........................................$ 107,580   $ 101,345 
   Adjustments to reconcile net earnings to net cash                            
   provided by operating activities                                             
      Depreciation, depletion and amortization ..........   54,898      46,473 
      Equity results, net of dividends ..................    4,595       4,936 
   Change in assets and liabilities .....................  (93,334)    (45,294)
                                                         ----------   --------- 
      Net cash provided by operating activities .........   73,739     107,460 
                                                         ----------   --------- 
                                                                                
Cash flows from investing activities                                            
   Capital expenditures, net ............................  (95,466)    (65,736)
   Proceeds from sale of business .......................      500           0
   Acquisitions and investments, net of cash acquired.... (269,516)    (27,370)
   Other ................................................    3,736      (6,515)
                                                         ----------   --------- 
      Net cash used in investing activities ............. (360,746)    (99,621)
                                                         ----------   --------- 
                                                                                
Cash flows from financing activities                                            
   Net change in short-term borrowings . ................  192,572     (81,879)
   Proceeds from long-term debt .........................  249,726      99,975 
   Repayment of long-term debt .......................... (100,225)        (44)
   Purchase of treasury stock ...........................   (7,357)          0
   Stock bonus and option plan transactions .............   12,346      27,444
   Dividends paid .......................................  (38,828)    (37,361)
                                                         ----------   --------- 
      Net cash provided by financing activities .........  308,234       8,135 
                                                                                
Effect of exchange rate changes on cash .................     (506)      2,597 
                                                         ----------   --------- 
      Net change in cash ................................   20,721      18,571 
      Cash at beginning of year .........................   40,023      26,404 
                                                         ----------   --------- 

      Cash at end of period .............................$  60,744   $  44,975 
                                                         ==========   ========= 




  See the Accompanying Notes to the Condensed Consolidated Financial Statements





                                       4
<PAGE>



                             ENGELHARD CORPORATION
                              SEGMENT INFORMATION
                                  (Thousands)
                                  (Unaudited)



                                    Three Months Ended      Nine Months Ended
                                       September 30,          September 30,
                                    ------------------      -----------------
                                      1996       1995       1996         1995
                                      ----       ----       ----         ----
                                            
Net Sales                                   
  Catalysts and Chemicals ......... $211,168   $170,534  $  627,962  $  529,807 
  Pigments and Additives ..........  147,660    108,539     365,278     314,902 
  Engineered Materials and                  
    Industrial Commodities                  
      Management ..................  442,066    445,515   1,366,257   1,295,478 
                                    --------   --------  ----------  ---------- 
                                                                     
                                    $800,894   $724,588  $2,359,497  $2,140,187 
                                    ========   ========  ==========  ========== 
                                                                     
Operating Earnings                                                     
  Catalysts and Chemicals ......... $ 28,033   $ 25,009  $   94,379  $   77,019 
  Pigments and Additives ..........   29,697     27,572      70,032      68,904 
  Engineered Materials and                  
    Industrial Commodities                  
      Management ..................    9,417     10,182      34,432      35,566 
                                    --------   --------  ----------  ---------- 
                                                                     
                                      67,147     62,763     198,843     181,489 
                                                                     
Equity in losses of affiliates ....     (607)    (1,865)     (2,080)     (1,525)
Interest and other expenses, net ..  (17,628)   (12,024)    (46,301)    (42,964)
                                    --------   --------  ----------  ----------
                                                                  
                                                                  
    Earnings before income taxes... $ 48,912   $ 48,874  $  150,462  $  137,000 
                                    ========   ========  ==========  ========== 
                                                        


                                            
                                            
   See the Accompanying Notes to the Condensed Consolidated Financial Statements

                                               






                                               
                                               
                                               
                                               
                                       5
<PAGE>
                                         
Notes to the Condensed Consolidated Financial Statements
--------------------------------------------------------

1.   The unaudited condensed consolidated financial statements of Engelhard
     Corporation and subsidiaries (the "Company") contain all adjustments which,
     in the opinion of management, are necessary for a fair statement of the
     results for the interim periods presented. These financial statements
     should be read in conjunction with the consolidated financial statements
     and notes thereto included in the Company's 1995 Annual Report to
     Shareholders.

2.   Some of the Company's businesses use industrial commodities in their
     operations. In addition, sales and purchases of these and other industrial
     commodities to/from customers are transacted through the Company's dealing
     operations. Secondarily, and usually as a consequence of the above
     transactions, the Company also engages in industrial commodities dealing
     with other counterparties. Generally, all of these industrial commodity
     transactions are hedged on a daily basis, using spot, forward, futures or
     option transactions, to substantially eliminate the exposure to price risk.
     In limited and closely monitored situations, for which preapproved exposure
     levels have been set, the Company holds significant unhedged industrial
     commodity positions. Changes in the market value of unhedged (open)
     industrial commodity positions are recognized in earnings in the period of
     the change by marking these positions to their current market value.

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

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

Comparison of the Third Quarter of 1996
With the Third Quarter of 1995
----------------------------------------

     Earnings before income taxes for the third quarter of 1996 were $48.9
million, about the same as 1995. The 1996 results included a positive impact of
about 10% from the Mearl Corporation ("Mearl", see "Mearl Acquisition") and the
benefit from an improved transportation cost management system; both of these
items (excluding the interest cost related to Mearl) are reflected in the
Pigments and Additives segment.

     Operating earnings for the third quarter of 1996 increased 7% as the
Catalysts and Chemicals segment and the Pigments and Additives segment reported
higher results which more than offset unfavorable results in the Engineered
Materials and the Industrial Commodities Management segment.

     The Company's share of losses from affiliates was $.6 million for the third
quarter of 1996 compared with a loss of $1.9 million in 1995. The improvement
reflected a much smaller loss in Engelhard-CLAL, a precious metal fabrication
joint venture, due to the benefits from a reorganization which is currently
underway. Partially offsetting this favorable result were a start-up loss at
Colortronics, a conductive ink joint venture and less favorable results at N.E.
Chemcat, a Japanese affiliate.

     Higher net interest expense was primarily due to the acquisition of Mearl.

     Net earnings for the third quarter of 1996 were $35.0 million compared with
$37.0 million in 1995. The effective tax rate in 1996 was 28.5% compared with
24.3% for the same quarter last year, due to a changing geographic mix of
earnings.
                                       6
<PAGE>

     Net sales for the third quarter of 1996 increased 11% to $800.9 million
from $724.6 million in the same quarter of 1995 with higher sales in the
Catalysts and Chemicals segment and the Pigments and Additives segment more than
offsetting slightly lower sales in the Engineered Materials and Industrial
Commodities Management segment. The acquisition of Mearl is estimated to account
for about half of this increase in net sales, see "Pigments and Additives", and
basically all of the increase in selling, administrative and other expenses.

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

     Operating earnings increased 12% to $28.0 million in the third quarter of
1996 from $25.0 million in 1995 while net sales were up 24% to $211.2 million in
1996 from $170.5 million in 1995.

     The Environmental Technologies Group had higher earnings largely due to
increased volumes and improved mix in the United States, particularly
auto-emission systems and heavy duty power systems, and increased market share
and volume in Europe. In the Petroleum Catalysts Group, earnings declined
primarily due to fluid catalytic cracking ("FCC") catalysts where cost and
pricing impacts more than offset higher volumes. The Chemical Catalysts Group
had strong business results which were more than offset by higher operating
expenses.

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

     Operating earnings increased 8% to $29.7 million in the third quarter of
1996 from $27.6 million in 1995. Net sales increased 36% to $147.7 million in
1996 from $108.5 million in 1995. Excluding the estimated positive impact of
Mearl and the benefit from an improved transportation cost management system,
operating earnings would have declined approximately 30% on flat sales.

     Lower earnings in the Paper Pigments and Chemicals Group reflected lower
volumes as a result of the continuing weakness in the paper industry. Reduced
earnings in the Specialty Minerals and Colors Group (excluding Mearl) were
primarily due to product mix.

Engineered Materials and Industrial Commodities Management
----------------------------------------------------------

     Operating earnings decreased 8% to $9.4 million in the third quarter of
1996 from $10.2 million in 1995 and net sales declined slightly to $442.1
million in 1996 from $445.5 million in 1995.

     The Engineered Materials Group had lower earnings due to a decrease in the
demand for fabricated, precious-metal products. The lower earnings more than
offset the favorable results of the Industrial Commodities Management Group.

Comparison of the First Nine Months of
1996 With the First Nine Months of 1995
---------------------------------------

     Earnings before income taxes for the first nine months of 1996 were $150.5
million compared with $137.0 million in 1995. The 1996 results included a small
positive impact from Mearl and the benefit from an improved transportation cost
management system; both of these items (excluding the interest cost related to
Mearl) are reflected in the Pigments and Additives segment.


                                       7
<PAGE>

     Operating earnings for the first nine months of 1996 increased 10% as the
Catalysts and Chemicals segment and the Pigments and Additives segment reported
higher results which more than offset unfavorable results in the Engineered
Materials and Industrial Commodities Management segment. Operating earnings of
the Company exclude the former Engineered Materials businesses placed in the
Engelhard-CLAL joint venture on June 22, 1995. The results of Engelhard-CLAL are
reported in equity in losses of affiliates.

     The Company's share of losses from affiliates was $2.1 million for the
first nine months of 1996 compared with a loss of $1.5 million in 1995. The
increase reflected a larger loss at Engelhard/ICC, a desiccant air conditioning
joint venture; a start-up loss at Engelhard Colortronics, a conductive ink joint
venture; and less favorable results at N.E. Chemcat, a Japanese affiliate.
Partially offsetting these unfavorable results was a much smaller loss from
Engelhard-CLAL, a precious metal fabrication joint venture, due to the benefits
from a reorganization which is currently underway.

     Higher net interest expense was primarily due to the acquisition of Mearl
and the purchase of the Company's office building in December 1995. (The
purchase of the building resulted in reduced lease expenses.)

     Net earnings for the first nine months of 1996 were $107.6 million compared
with $101.3 million in 1995. The effective tax rate in 1996 was 28.5% compared
with 26.0% for the same period last year, due to a changing geographic mix of
earnings.

     Net sales for the first nine months of 1996 increased 10% to $2.4 billion
from $2.1 billion for the same period in 1995 with higher sales in all segments.
The acquisition of Mearl is estimated to account for a small portion of this
increase in net sales (see "Pigments and Additives"), and offset a part of the
decrease in selling, administrative and other expenses caused by the absence of
the Engineered Materials businesses placed in the Engelhard-CLAL joint venture.

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

     Operating earnings increased 23% to $94.4 million in the first nine months
of 1996 from $77.0 million in 1995 while net sales were up 19% to $628.0 million
in 1996 from $529.8 million in 1995.

     The Environmental Technologies Group had higher earnings largely due to
increased volumes and improved mix in the United States, particularly
auto-emission systems and heavy duty power systems, and increased market share
and volume in Europe. In the Petroleum Catalysts Group, earnings declined
slightly in spite of higher volumes of FCC catalysts as a result of unfavorable
FCC pricing and higher manufacturing costs. The Chemical Catalysts Group had
improved earnings due to higher worldwide petrochemical catalyst volumes.

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

     Operating earnings increased 2% to $70.0 million in the first nine months
of 1996 from $68.9 million in 1995. Net sales increased 16% to $365.3 million in
1996 from $314.9 million in 1995. Excluding the estimated positive impact of
Mearl and the benefit from an improved transportation cost management system,
the segment would have reported a reduction of approximately 15% in operating
earnings on flat sales.

     Lower earnings in the Paper Pigments and Chemicals Group reflected
continuing weakness in the paper industry. Reduced earnings in the Specialty
Minerals and Colors Group (excluding Mearl) were primarily due to product mix.

                                       8
<PAGE>

Engineered Materials and Industrial Commodities Management
----------------------------------------------------------

     Operating earnings decreased 3% to $34.4 million in the first nine months
of 1996 from $35.6 million in 1995 and net sales increased 5% to $1.4 billion in
1996 from $1.3 billion in 1995.

     The Engineered Materials Group had lower earnings primarily due to the
transfer of former business units into the Engelhard-CLAL joint venture. The
lower earnings more than offset the favorable results of the Industrial
Commodities Management Group. 

Mearl Acquisition
-----------------

     On May 31, 1996, the Company acquired Mearl. For a more complete
description of the acquisition, see the Company's Form 8-K/A, filed with the
Securities and Exchange Commission ("SEC") on July 12, 1996.

     The integration of Mearl is expected to result in substantial cost savings
through the elimination of duplicate functions and facilities. Management
expects to substantially complete these actions by the middle of 1997. These
actions are expected to increase goodwill by approximately $6.0 million.

Financial Condition and Liquidity
---------------------------------

     During the third quarter of 1996, the Company called $100.0 million of 10%
notes and subsequently issued $250.0 million of long-term debt (primarily to
finance the acquisition of Mearl) consisting of $150.0 million of five year
notes and $100.0 million of ten year notes bearing interest at rates of 7.0% and
7.375%, respectively. As a result, the Company's current ratio declined to 1.1
from 1.2 and the total debt to total capital ratio increased to 48% compared
with 35% as of December 31, 1995. Management believes that the Company will
continue to have adequate access to credit and capital markets to meet its needs
for the forseeable future. 


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

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

(a)      (12) Computation of the Ratio of Earnings to Fixed Charges.        11

(b)      In a report on Form 8-K/A filed with the SEC on July 12,           *
         1996, the Company amended the Form 8-K filed with the SEC 
         on June 7, 1996 to include the financial statements required
         under Items 7(a) and 7(b).

*  Incorporated by reference as indicated.








                                       9
<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                          ENGELHARD CORPORATION
                                      -----------------------------
                                               (Registrant)






Date      November 14, 1996                 /s/ Orin R. Smith
        ---------------------         -----------------------------
                                             Orin R. Smith
                                             Chairman and Chief
                                             Executive Officer







Date      November 14, 1996              /s/ William E. Nettles
        ---------------------         -----------------------------
                                           William E. Nettles
                                           Vice President and
                                           Chief Financial Officer






Date     November  14, 1996              /s/ Martin J. Connor, Jr.
       ----------------------         -----------------------------
                                           Martin J. Connor, Jr.
                                           Controller












                                       10
<PAGE>

EXHIBIT 12

                              ENGELHARD CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (Dollars in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                      Nine Months Ended
                                        September 30                              Year Ended December 31
                                      -----------------        ------------------------------------------------------------
                                             1996                1995          1994         1993         1992         1991
                                             ----                ----          ----         ----         ----         ----
<S>                                     <C>                   <C>          <C>           <C>         <C>          <C>

Income from continuing operations
before provision for income taxes ...... $150,462              $185,312     $157,306      ($4,709)    $133,858     $117,569

Add /(deduct)

   Portion of rents representative
    of the interest factor .............      750                 4,700        4,800        4,500        4,000        4,200

   Interest on indebtedness ............   31,732                31,326       21,954       13,696       16,231       21,658


   Equity dividends ....................    2,515                 3,411        3,800        2,600        3,100        3,200

   Equity (earnings)/ loss .............    2,080                  (695)        (632)      (3,443)      (7,445)      (5,024)
                                         --------              --------     --------      -------     --------     -------- 

   Earnings as adjusted ................ $187,539              $224,054     $187,228      $12,644     $149,744     $141,603
                                         ========              ========     ========      =======     ========     ========

Fixed Charges

   Portion of rents representative
   of interest factor ..................     $750                $4,700       $4,800       $4,500       $4,000       $4,200

   Interest on indebtedness ............   31,732                31,326       21,954       13,696       16,231       21,658


   Capitalized Interest ................      891                 1,000          800        2,700          400          110
                                          -------               -------      -------      -------      -------      -------

                                          $33,373               $37,026      $27,554      $20,896      $20,631      $25,968
                                          =======               =======      =======      =======      =======      =======


Ratio of Earnings to Fixed Charges .....     5.62                  6.05         6.79         - (A)        7.26         5.45



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

</TABLE>

                                       11
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