<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, 1997
                                       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)
     
                                 (732) 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, 1997
     ---------------------            -------------------------------
        $1 par value                             144,466,135
     
                                       1
<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,
                                    ------------------   ----------------------
                                      1997      1996        1997        1996
                                    --------  --------   ----------  ---------- 

Net sales ......................... $836,117  $800,894   $2,617,052  $2,359,497 
Cost of sales .....................  696,000   676,810    2,180,681   1,997,515 
                                    --------  --------   ----------  ---------- 
                                                                   
     Gross profit .................  140,117   124,084      436,371     361,982
                                                                   
Selling, administrative and other                                  
  expenses ........................   69,896    61,556      223,827     177,708
                                    --------  --------    ---------  ---------- 
                                                                   
                                                                        
     Earnings from operations .....   70,221    62,528      212,544     184,274
                                 
Equity in losses of affiliates ....   (3,071)     (607)      (2,587)     (2,080)
Gain on sale of investment ........        -         -          305           -
Net interest expense ..............  (12,427)  (13,009)     (38,707)    (31,732)
                                    --------  --------     --------   --------- 
                                                              
     Earnings before income taxes     54,723    48,912      171,555     150,462 
                                                           
                                                           
Income tax expense ................   15,903    13,940       50,952      42,882
                                    --------  --------     --------   --------- 
                                                                    
     Net earnings ................. $ 38,820  $ 34,972     $120,603   $ 107,580
                                    ========  ========     ========   ========= 
                                                            
Net earnings per share ............ $   0.27     $0.24     $   0.84   $    0.75
                                    ========  ========     ========   ========= 
                                                                    
Cash dividends paid per share ..... $   0.10     $0.09     $   0.28   $    0.27
                                    ========  ========     ========   ========= 
Average number of shares                      
  outstanding .....................  144,349   143,869      144,201     143,796 
                                    ========  ========     ========   ========= 
                                                                   
                                                         
  See the Accompanying Note to the Condensed Consolidated Financial Statements



                                       2
<PAGE>





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

                                 


                                           September 30,       December 31,     
                                               1997                1996
                                           ------------        ------------ 
    Cash ................................  $   50,633          $   39,683
    Receivables .........................     337,310             385,904
    Committed metal positions ...........     353,055             357,087
    Inventories .........................     362,638             337,098
    Other current assets ................      45,064              68,557
                                           ----------        ------------ 
         Total current assets ...........   1,148,700           1,188,329
                                           
    Investments .........................     196,889             221,364
    Property, plant and equipment, net ..     776,830             744,655
    Other noncurrent assets .............     371,683             336,156
                                           ----------        ------------ 
         Total assets ...................  $2,494,102          $2,490,504
                                           ==========        ============ 
                                           
                                           
    Short-term borrowings ...............  $  317,192          $  304,895
    Accounts payable ....................     132,752             166,202
    Hedged metal obligations ............     402,607             414,097
    Other current liabilities ...........     193,238             187,803
                                           ----------        ------------ 
         Total current liabilities ......   1,045,789           1,072,997
                                           
    Long-term debt ......................     373,776             375,075
    Other noncurrent liabilities ........     199,047             209,276
    Shareholders' equity ................     875,490             833,156
                                           ----------        ------------ 
         Total liabilities and             
              shareholders' equity ......  $2,494,102          $2,490,504
                                           ==========        ============ 
                             
                                                            
                                                      
                                           
  See the Accompanying Note to the Condensed Consolidated Financial Statements






                                       3
<PAGE>
                              ENGELHARD CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Thousands)
                                   (Unaudited)

                                                            Nine Months Ended
                                                              September 30,
                                                         ----------------------
                                                            1997         1996
                                                         ----------   ---------
Cash flows from operating activities
  Net earnings ........................................ $  120,603    $ 107,580 
  Adjustments to reconcile net earnings to net cash                             
  provided by operating activities                                              
     Depreciation, depletion and amortization .........     64,798       54,898 
     Equity results, net of dividends .................      6,390        4,595 
     Net change in assets and liabilities      
          Metal related ...............................     86,986     (133,978)
          All other ...................................    (60,296)     (99,988)
                                                         ---------    --------- 
     Net cash provided by (used in) operating 
       activities .....................................    218,481      (66,893)
                                                         ---------    --------- 
                                                                                
Cash flows from investing activities                                            
  Capital expenditures, net ...........................    (80,454)     (95,466)
  Proceeds from sale of business ......................      1,128          500
  Acquisitions and investments, net ...................    (24,541)    (269,516)
  Other ...............................................     (1,893)       3,736 
                                                         ---------    --------- 
     Net cash used in investing activities ............   (105,760)    (360,746)
                                                         ---------    --------- 
                                                                                
                                                                                
Cash flows from financing activities                                            
  Net change in short-term borrowings .................     11,801      192,572
  Net change in hedged metal obligations ..............    (82,696)     140,632
  Proceeds from issuance of long-term debt ............        950      249,726
  Repayment of long-term debt .........................     (1,732)    (100,225)
  Purchase of treasury stock ..........................          -       (7,357)
  Stock bonus and option plan transactions ............     11,355       12,346
  Dividends paid ......................................    (40,404)     (38,828)
                                                         ---------    --------- 
     Net cash provided by (used in) financing                                   
       activities .....................................   (100,726)     448,866
                                                                                
Effect of exchange rate changes on cash ...............     (1,045)        (506)
                                                         ---------    --------- 
     Net change in cash ...............................     10,950       20,721 
     Cash at beginning of year ........................     39,683       40,023 
                                                         ---------    --------- 
                                                                                
     Cash at end of period ............................ $   50,633    $  60,744 
                                                        ==========    ========= 
                                                                            
  See the Accompanying Note to the Condensed Consolidated Financial Statements


                                       4
<PAGE>


                              ENGELHARD CORPORATION
                          BUSINESS SEGMENT INFORMATION
                                   (Thousands)
                                   (Unaudited)




                                   Three Months Ended        Nine Months Ended
                                      September 30,            September 30,
                                   ------------------        -----------------
                                    1997        1996         1997        1996
                                    ----        ----         ----        ---- 

Net Sales
 Catalysts and Chemicals ......   $217,316    $211,168   $  671,927  $  627,962
 Pigments and Additives .......    154,953     147,660      449,447     365,278 
 Engineered Materials and                                            
   Industrial Commodities 
     Management ...............    463,848     442,066    1,495,678   1,366,257 
                                  --------    --------   ----------  ----------
                                                                     
                                  $836,117    $800,894   $2,617,052  $2,359,497
                                  ========    ========   ==========  ==========
                                                                     
Operating Earnings                                                   
 Catalysts and Chemicals ......   $ 28,724    $ 28,033   $  101,591  $   94,379
 Pigments and Additives .......     30,524      29,697       86,665      70,032
 Engineered Materials and                                            
   Industrial Commodities 
     Management ...............     18,230       9,417       43,230      34,432
                                  --------    --------   ----------  ----------
                                                                     
                                    77,478      67,147      231,486     198,843
                                                                     
Equity in losses of
  affiliates ..................     (3,071)       (607)      (2,587)     (2,080)
Interest and other expenses, net   (19,684)    (17,628)     (57,344)    (46,301)
                                  --------    --------   ----------  ---------- 
                                                                     
                                                                     
    Earnings before income taxes  $ 54,723    $ 48,912   $  171,555  $  150,462
                                  ========    ========   ==========  ==========


                                                         


  See the Accompanying Note to the Condensed Consolidated Financial Statements






                                       5
<PAGE>

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

     The unaudited condensed consolidated financial statements of Engelhard
Corporation and subsidiaries (the "Company") contain all adjustments which, in
the opinion of management, are necessary for a fair statement of the results for
the interim periods presented. These financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's 1996 Annual Report to Shareholders. Certain prior year
amounts have been reclassified to conform with the current year presentation.

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

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

Comparison of the Third Quarter of 1997
With the Third Quarter of 1996
---------------------------------------

     Earnings before income taxes for the third quarter of 1997 were $54.7
million compared with $48.9 million in the third quarter of 1996. Operating
earnings for the third quarter of 1997 increased 15% as all segments reported
higher earnings.

     The Company's share of losses from affiliates was $3.1 million for the
third quarter of 1997 compared with losses of $0.6 million in 1996. The increase
largely reflected the less favorable results of Engelhard-CLAL, a precious metal
fabrication joint venture. The sharp increase in the cost of leasing certain
precious metals significantly impacted their results. These extraordinary lease
costs are expected to continue through the fourth quarter.

     Net earnings for the third quarter of 1997 were $38.8 million compared with
$35.0 million in 1996. The effective tax rate was 29.1% compared with 28.5% for
the same period last year. The higher effective rate was primarily due to a
shift in the geographic mix of earnings and a changing product slate.

     Net sales for the third quarter of 1997 increased 4% to $836.1 million from
$800.9 million for the same quarter of 1996 with higher sales in all business
segments.

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

     Operating earnings increased 2% to $28.7 million in the third quarter of
1997 from $28.0 million in the same period of 1996 benefitting from increased
volumes and raw material yields resulting from operating efficiencies. Net sales
were up 3% to $217.3 million in 1997 from $211.2 million in 1996.

     The Environmental Technologies Group had higher earnings largely due to
increased volumes in Europe, a favorable product mix in North America and
manufacturing efficiencies, which more than offset higher raw material costs



                                       6
<PAGE>

stemming from a new, less-favorable precious-metal supply contract and weakness
in demand for stationary source emission control systems. In the Petroleum
Catalysts Group, earnings improved slightly as demand for fluid catalytic
cracking catalysts increased modestly in North America and in Asia. The Chemical
Catalysts Group had lower earnings largely due to higher operating expenses and
unfavorable exchange rates.

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

     Operating earnings increased 3% to $30.5 million in the third quarter of
1997 from $29.7 million in 1996. Net sales increased 5% to $155.0 million in
1997 from $147.7 million in 1996.

     Earnings in the Performance Additives Group were up significantly due to
higher demand for color pigments in the ink and traffic grade markets and for
pearlescent pigments in the automotive and cosmetics markets. Lower earnings in
the Paper Pigments and Additives Group reflected higher manufacturing costs and
continuing pricing pressures, which more than offset a modest improvement in
sales volume to the paper industry.

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

     Operating earnings nearly doubled to $18.2 million in the third quarter of
1997 from $9.4 million in the same period of 1996. Net sales increased 5% to
$463.8 million in 1997 from $442.1 million in 1996.

     The Industrial Commodities Management Group generated significantly higher
earnings by continuing to capitalize on unusual market volumes and volatility.
The Engineered Materials Group had higher earnings primarily due to
manufacturing efficiencies and increased demand for metal joining products,
which more than offset higher raw material costs stemming from a new,
less-favorable precious-metal supply contract.

Comparison of the First Nine Months of
1997 With the First Nine Months of 1996
---------------------------------------

     Earnings before income taxes for the first nine months of 1997 were $171.6
million compared with $150.5 million in the first nine months of 1996. The 1997
results included the positive impact of about 13% from Mearl, a May 31, 1996
acquisition. Results from Mearl (excluding the related interest cost) are
included in the Pigments and Additives segment. Operating earnings for the first
nine months of 1997 increased 16% as all segments reported higher earnings.

     The Company's share of losses from affiliates was $2.6 million for the
first nine months of 1997 compared with losses of $2.1 million in 1996. The
increase largely reflected the less favorable results of Engelhard-CLAL, a
precious metal fabrication joint venture. Beginning in the second quarter of
1997, this joint venture incurred a sharp increase in the cost of leasing
certain precious metals. These extraordinary lease costs are expected to
continue through the fourth quarter.

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


                                       7
<PAGE>

     Net earnings for the first nine months of 1997 were $120.6 million compared
with $107.6 million in 1996. The effective tax rate in 1997 was 29.7% compared
with 28.5% for the same period last year. The higher effective rate was
primarily due to a shift in the geographic mix of earnings and a changing
product slate.

     Net sales for the first nine months of 1997 increased 11% to $2.6 billion
from $2.4 billion for the same period in 1996 with higher sales in all business
segments. The acquisition of Mearl accounted for about 30% of the increase in
net sales and about 25% of the increase in selling, administrative and other
expenses; see "Pigments and Additives".

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

     Operating earnings increased 8% to $101.6 million in the first nine months
of 1997 from $94.4 million in the same period of 1996 benefitting from increased
volumes and raw material yields resulting from operating efficiencies. Net sales
increased 7% to $671.9 million in 1997 from $628.0 million in 1996.

     The Environmental Technologies Group had significantly higher earnings
largely due to increased volumes in the United States and Europe, a favorable
product mix in North America and manufacturing efficiencies, which more than
offset higher raw material costs stemming from a new, less-favorable
precious-metal supply contract and weakness in demand for stationary source
emission control systems. In the Petroleum Catalysts Group, earnings declined
significantly due to continuing weak demand for fluid catalytic cracking
catalysts and for moving bed catalysts. The Chemical Catalysts Group had
slightly lower earnings largely due to lower base-metal product sales and
unfavorable exchange rates.

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

     Operating earnings increased 24% to $86.7 million in the first nine months
of 1997 from $70.0 million in the same period of 1996. Net sales increased 23%
to $449.4 million in 1997 from $365.3 million in 1996. Most of these
improvements were due to Mearl.

     Performance Additives Group earnings were up significantly due to the
timing of the Mearl acquisition (May 1996) and higher demand for pearlescent
pigments in the automotive and cosmetics markets. Lower earnings in the Paper
Pigments and Additives Group reflected higher manufacturing costs and continuing
pricing pressures, which more than offset a modest improvement in sales volume
to the paper industry.

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

     Operating earnings increased 26% to $43.2 million in the first nine months
of 1997 from $34.4 million in 1996.  Net sales increased 9% to $1.5 billion in
1997 from $1.4 billion in 1996.

 
  


                                       8
<PAGE>

     The Industrial Commodities Management Group generated significantly higher
earnings by capitalizing on unusual market volumes and volatility. The
Engineered Materials Group had significantly lower earnings due to the absence
of a one-time order for precious-metal coated products in 1996, an unfavorable
sales mix for electro metallic products, and higher raw material costs stemming
from a new, less-favorable precious-metal supply contract.

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

     At September 30, 1997 the Company's current ratio was 1.1, the same as at
December 31, 1996. The Company's total debt to total capital ratio was 44%, a
slight improvement compared with 45% at year-end. A reduction in committed metal
positions resulted in a decrease in hedged metal obligations, excluding the
impact of changes in the fair value of commodity derivative instruments which
had no effect on cash. The nature of the Industrial Commodities Management
business can result in significant fluctuations in cash flow. Management
believes that the Company will continue to have adequate access to credit and
capital markets to meet its needs for the foreseeable future, and that
obligations relating to Year 2000 issues will not have a material adverse effect
on financial condition, operating results or cash flows.

                         Possible Fourth Quarter Charges
                         -------------------------------

     In response to the weak results of certain Company operations, management
is considering a number of corrective actions. The operations involved include:
Engelhard-CLAL, a 50/50 joint venture in precious metal fabricated products;
Engelhard/ICC, a 50/50 joint venture in desiccant-based, climate-control
systems; the Company's stationary source business, which manufactures and
markets air handling systems used in the abatement of stationary source
emissions; and certain of the Company's fluid catalytic cracking catalyst
operations. While the Company has not completely defined the scope of the
actions contemplated with respect to such operations, other than its previously
announced restructuring of Engelhard/ICC, such actions are likely to result in
special charges in the fourth quarter of 1997.

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

     Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" (EPS) was issued in February 1997 and becomes effective on December 31,
1997. SFAS No. 130, "Reporting Comprehensive Income" was issued in June 1997 and
becomes effective on December 31, 1998. Had these new guidelines been in effect
on September 30, 1997, the Company would have experienced no material impact
from adoption.

     A ruling by the U.S. District Court, Middle District of Georgia, allowed
the Company to complete the acquisition of certain assets of the Floridin
Company from U.S. Borax in June 1997. The Justice Department appealed the
District Court ruling, and on October 23, 1997 the U.S. Court of Appeals (11th
Circuit) affirmed the District Court's ruling.





                                       9
<PAGE>


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

Item 6.  Exhibits and Reports on Form 8-K                                Pages
-------  --------------------------------                                -----
                                                                       
(a) (12) Computation of the ratio of earnings to fixed charges.          12-13
                                                                         
(b)      There were no reports on Form 8-K filed during the quarter
         ended September 30, 1997.














































                                       10
<PAGE>



                                   SIGNATURES


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



                                                 ENGELHARD CORPORATION
                                             -----------------------------
                                                      (Registrant)
                                     
                                     
                                     
                                     
                                     
                                     
Date     November 14, 1997                     /s/ Orin R. Smith   
        ---------------------                -----------------------------
                                                   Orin R. Smith
                                                   Chairman and Chief
                                                   Executive Officer
                                     
                                     
                                     
                                     
                                     
                                     
                                     
Date     November 14, 1997                     /s/ Thomas P. Fitzpatrick
        ---------------------                -----------------------------
                                                   Thomas P. Fitzpatrick
                                                   Vice President and
                                                   Chief Financial Officer
                                     
                                     
                                     
                                     
                                     
                                     
Date    November 14, 1997                      /s/ David C. Wajsgras
       ----------------------                -----------------------------
                                                   David C. Wajsgras
                                                   Controller
                                     
                                     
                                     

                                     
                                     
                              


                                       11
<PAGE>






                                   EXHIBIT 12


              COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
              -----------------------------------------------------














































                                       12
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 12
                                                 ENGELHARD CORPORATION                                                    
                                  COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
                                                 (Dollars in Thousands)
                                                       (Unaudited)

                                      Nine Months Ended  
                                        September 30,                           Years Ended December 31,
                                      -----------------     -----------------------------------------------------------
<S>                                      <C>                <C>          <C>          <C>          <C>         <C>
                                            1997              1996         1995         1994         1993        1992
                                            ----              ----         ----         ----         ----        ----
Income from continuing operations                                                                             
before provision for income taxes        $171,555           $209,955     $185,312     $157,306     ($4,709)    $133,858
                                                                                                                        
Add /(deduct)                                                                                                           
                                                                                                                        
   Portion of rents representative                                                                                      
   of the interest factor                   2,925              3,900        4,700        4,800       4,500        4,000

                                                                                                                        
   Interest on indebtedness                38,707             45,009       31,326       21,954      13,696       16,231
 
                                                                                                                        
   Equity dividends                         3,803              2,515        3,411        3,800       2,600        3,100

                                                                                                                        
   Equity (earnings)/losses                 2,587              5,008         (695)        (632)     (3,443)      (7,445)
                                         --------           --------     --------     --------     -------     --------
   Earnings as adjusted                  $219,577           $266,387     $224,054     $187,228     $12,644     $149,744
                                         ========           ========     ========     ========     =======     ========
                                                                                                                        
Fixed Charges                                                                                                           
                                                                                                                        
   Portion of rents representative                                                                                      
   of the interest factor                  $2,925             $3,900       $4,700       $4,800      $4,500       $4,000
 
   
   Interest on indebtedness                38,707             45,009       31,326       21,954      13,696       16,231


   Capitalized interest                       565              1,053        1,000          800       2,700          400
                                         --------           --------     --------     --------     -------     --------
                                          $42,197            $49,962      $37,026      $27,554     $20,896      $20,631
                                         ========           ========     ========     ========     =======     ========

Ratio of Earnings to Fixed Charges           5.20               5.33         6.05         6.79       - (a)         7.26
                                         ========           ========     ========     ========     =======     ========

                                                                                                                
(a) For fiscal 1993, earnings were insufficient to cover fixed charges by approximately $8.3 million. Earnings in 1993
were negatively impacted by a special charge of $148.0 million for the realignment and consolidation of businesses and 
environmental matters. Without such charge, the ratio of earnings to fixed charges for 1993 would have been 7.69.
   
</TABLE>
                                       13