Engelhard Corporation

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K


|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

or


|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _____________ to _____________

ENGELHARD CORPORATION SAVINGS PLAN FOR HOURLY PAID EMPLOYEES
AT ATTAPULGUS, GEORGIA

(Full title of the plan)

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


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

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

1




Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia

Table of Contents


Description
  Page
     
Report of Independent Registered Public Accounting Firm       3  
     
Statements of Net Assets Available for Benefits       4  
   at December 31, 2003 and 2002    
     
Statement of Changes in Net Assets Available for Benefits       5  
   for the years ended December 31, 2003 and 2002    
     
Notes to Financial Statements       6-12  
     
Supplemental Schedules    
   Schedule of Assets (Held at end of year)       13-14  
     
   Schedule of Reportable Transactions for the Year    
   Ended December 31, 2003       15  
     
Consent of Independent Registered Public Accounting Firm       16  
     
Signature       17  

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Report of Independent Registered Public Accounting Firm

To the Pension and Employee Benefit Committee of Engelhard Corporation:

          We have audited the accompanying statements of net assets available for benefits of the of Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

          Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2003 and reportable transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

ERNST & YOUNG LLP
Iselin, New Jersey
June 10, 2004

3




Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Statements of Net Assets Available for Benefits
At December 31, 2003 and 2002


  2003
  2002
 
Assets            
Investments at fair value     $ 3,579,207   $ 2,521,230  
     
Receivables:    
   Participant Contributions       37,164     24,287  
   Employer Contributions       12,653     8,476  


     
   Total Receivables     $ 49,817   $ 32,763  


Net Assets Available for Benefits     $ 3,629,024   $ 2,553,993  



See Accompanying Notes to Financial Statements

4




Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Statement of Changes in Net Assets Available for Benefits
For The Years Ended December 31, 2003 and 2002


  2003
  2002
 
Additions:            
 Net Investment Income:    
     Dividends     $ 35,583   $ 30,486  
     Interest       32,348     33,587  


Total Investment Income       67,931     64,073  
     
Contributions:    
     Participant       340,867     313,239  
     Employer       117,536     110,800  


Total Contributions       458,403     424,039  
     
Net Realized/Unrealized Appreciation    
(Depreciation) in Fair Value of Investments       683,236     (445,917 )


Total Additions       1,209,570     42,195  
     
Deductions:    
 Distributions       92,414     44,996  
 Asset Transfers Out       40,906     57,956  
 Other deductions       1,219     1,197  


Total Deductions       134,539     104,149  
     
Net Increase (Decrease)       1,075,031     (61,954 )
     
Net Assets Available for Benefits at       2,553,993     2,615,947  
 Beginning of Year    


Net Assets Available for Benefits at    
 End of Year     $ 3,629,024   $ 2,553,993  



See Accompanying Notes to Financial Statements

5




Notes to Financial Statements

Note 1 - Description of the Plan

          The Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia (the “Plan”), effective as of May 1, 1998, is designed to provide eligible employees of Engelhard Corporation (the “Company”) an opportunity to save part of their earnings by having the Company reduce their compensation and contribute the amount of the reduction to the Plan on a tax deferred basis.

          The following plan description provides only general information. Participants of the Plan should refer to the Plan Document for a more complete description of plan provisions.

Plan Merger

          Effective January 1, 2004, the Plan merged into the Engelhard Corporation Savings Plan for Hourly Paid Employees.

Eligibility

          Subject to certain limitations and restrictions, all employees of Engelhard Corporation represented by Local 170 of the United Steel Workers of America are eligible to participate in the Plan.

Contributions

          The Plan permits eligible employees participating in the Plan the opportunity to defer on a pre-tax basis up to 50 percent of their compensation, as defined, subject to certain restrictions and limitations, and have the amount contributed to the plan. Employees may also contribute 10 percent of their compensation to the plan on a post tax basis. The Plan allows for catch-up contributions for employees age 50 and over as allowed under the Internal Revenue Code. For 2003, participants age 50 and over are allowed to contribute an additional $2,000 to the Plan as catch-up contributions.

Matching Contributions

          The Company will contribute, on a monthly basis and subject to certain limitations and exclusions, either cash or common stock of the Company in an amount equal to 50 percent of the first 6 percent contributed by the Participants. Participants must have completed one year of service to be eligible for a matching contribution.

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Investments

          All contributions to the Plan are held and invested by Vanguard Fiduciary Trust Company (the Trustee). The Trustee maintains the following fifteen separate investment funds within the Plan:


  a) The Company Stock Fund.

  b) The Fixed Income Fund (Vanguard Retirement Savings Trust).

  c) The Windsor II Growth Fund (Vanguard Windsor II Fund).

  d) The Windsor Growth Fund (Vanguard Windsor Fund).

  e) The Balanced Fund (Vanguard Asset Allocation Fund).

  f) The Equity Index Fund (Vanguard Growth and Income Fund).

  g) The Small Cap Fund (Vanguard Small-Cap Index Fund).

  h) The Life Strategy Growth Fund (Vanguard Life Strategy Growth Fund).

  i) The Life Strategy Conservative Growth Fund (Vanguard Life Strategy Conservative Growth Fund).

  j) The Vanguard U.S. Growth Fund.

  k) The Life Strategy Moderate Growth Fund (Vanguard Life Strategy Moderate Growth Fund).

  l) The Prime Cap Funds (Vanguard PRIMECAP Fund).

  m) The International Growth Fund (Vanguard International Growth Fund).

  n) The Life Strategy Income Fund (Vanguard Life Strategy Income Fund).

  o) The Short-Term Bond Fund (Vanguard Short-Term Corporate Fund).

          Participants have the right to elect, subject to restrictions, the investment fund or funds in which their contributions are invested. All matching contributions are initially invested in the Company Stock Fund. Participants are initially restricted from moving matching contributions out of the Company Stock Fund until the funds become unrestricted. Current year matching contributions become unrestricted at the rate of 25 percent per year.

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          Included in the Statement of Net Assets Available for Benefits are non-participant directed funds that are included in the Company Stock Fund. These amounts represent the restricted portion of the employee matching contribution. The following describes the change in the balance during the year ended December 31, 2003 and 2002:


  2003
  2002
 
Balance at beginning of year     $ 234,147   $ 240,857  
Dividends       4,059     3,225  
Net unrealized appreciation/(depreciation)       71,899     (53,087 )
Contributions       117,536     110,800  
Transfer to participant directed       (63,591 )   (64,998 )
Distributions       (6,533 )   (5,452 )
Other       2,030     2,802  


Balance at end of year     $ 359,547   $ 234,147  



Participant Accounts

          Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company Contributions and (b) plan earnings including realized gains/losses, unrealized appreciation/depreciation, and an allocation of fund expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

          Participants at all times have a fully vested and non-forfeitable interest in their contributions and in the matching contributions allocated to their account.

Termination

          Although it expects and intends to continue the Plan indefinitely, the Company has reserved the right of the Board to terminate or amend the Plan.

Loan Provision

          Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to 50% of their fund balance or $50,000, whichever is less. The loans are secured by the balance in the Participant’s accounts and bear interest at a reasonable rate as determined by the Company in accordance with applicable laws and regulations. Principal and interest is paid ratably through monthly payroll deductions. Loans are generally five years in duration unless the loan is for the purchase of a primary residence in which case the term can be up to ten years.

8




Distributions and Withdrawals

          Upon termination of employment, as provided in the Plan Document, employees generally have the option of taking a distribution, rolling the balance over into another qualified plan, or leaving the money in the plan until retirement. After-tax contributions may be withdrawn at any time, however the earnings on the contribution will be subject to current income taxes as well as a penalty for early withdrawal unless the participant has reached the age of 59 1/2. All distributions are made in the form of cash except the balance in the Engelhard Company Stock Fund may be made in the form of shares at the Participant’s discretion.

          The Plan under certain circumstances permits hardship withdrawals. The hardship withdrawals are only made in accordance with IRS guidelines and must be approved in advance by the Employee Benefit Plans Administrative Committee.

Other

          Certain reclassifications have been made to prior year figures to conform to current year’s presentation.

Note 2 - Accounting Policies

          The accounts of the Plan are maintained on an accrual basis. Purchases and sales of investments are reflected on a trade date basis. Assets of the Plan are valued at fair value. Gains and losses on distributions to Participants and sales of investments are based on average cost.

          The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

          The Plan provides for various investment options in any combination of stocks or mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in market value in the near term would materially affect Participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement Changes in Net Assets Available for Benefits.

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Note 3 - Income Tax Status

          The Plan received a determination letter from the Internal Revenue Service dated September 11, 2003, stating that the Plan is qualified under Section 401 (a) of the Internal Revenue Code (the “Code”). Subsequent to the issuance of this determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is exempt from taxation.

Note 4 - Administrative Expenses

          Expenses are incurred at either the fund level or the Plan level. All expenses incurred by the fund (commissions, management fees, etc.) are paid out of investor assets and are therefore netted in unrealized appreciation/depreciation of investments in the statement of changes in net assets available for benefits. Loan administration expenses are included in other expenses in the statement of changes in net assets available for benefits. Commissions on the purchase of Engelhard Corporation stock incurred when such purchases are made in the stock market are netted in unrealized appreciation/depreciation of investments in the statement of changes in net assets available for benefits. The Company pays all other plan administrative expenses.

Note 5 - Concentrations of Credit Risk

          Investments in securities are generally exposed to various risks, such as interest rate, credit, and overall market volatility risks.

          Financial instruments that potentially subject the plan to concentration of credit risk consist principally of investments in the Engelhard Corporation Stock Fund. The plan limits the concentration of credit risk by allowing participants, subject to the lapsing of restrictions, the opportunity to invest in an array of mutual funds offered by the Vanguard Group.

Note 6 - Investments

          Investments in the common stock of the Company are valued at the readily-available, quoted market price as of the valuation date and investments in the Vanguard Funds are valued based on the quoted net asset value (redemption value) of the respective investment fund as of the valuation date.

10




          Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:


Investments
2003
  2002
 
Engelhard Corporation Company Stock Fund     $ 2,055,720 * $ 1,391,193 *
Fixed Income Fund (Retirement Savings Trust)       383,860     335,577  
Equity Index Fund (Growth and Income Portfolio)       231,000     170,353  

* Includes assets that are non-participant directed (see Note 1).

          Net realized/unrealized appreciation (depreciation) in fair value of investments consists of the following for the years ended December 31, 2003 and 2002:


2003
  2002
 
Common Stock     $ 515,388   $ (314,399 )
Mutual Funds       167,848     (131,518 )


Total     $ 683,236   $ (445,917 )



Note 7 - Related Party Transactions

          For the 2003 plan year, the Company transferred 4,662 treasury stock shares (representing a contribution dollar amount of $117,536) to Vanguard to fund the employer match. The number of shares transferred each month represented the employer matching contribution divided by the closing market price on the day the contribution was remitted.

          During the year, in the ordinary course of doing business, various Vanguard funds may take a position in Engelhard Corporation common stock. On February 13, 2003, the Vanguard Windsor Fund filed an amended Schedule 13G with the Securities and Exchange Commission indicating they held 9,566,700 shares or 7.49% of Company Stock. On February 6, 2004, the Vanguard Windsor Fund filed an amended Schedule 13G with the Securities and Exchange Commission indicating they held 9,476,500 shares or 7.55% of Company Stock.

Note 8 - Amendments

          The Plan was amended to reflect the merger of the Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia into the Engelhard Corporation Savings Plan for Hourly Paid Employees on January 1, 2004. Each hourly paid employee of Engelhard Corporation who was a participant in the Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia prior to January 1, 2004 automatically became a participant in the Engelhard Corporation Savings Plan for Hourly Paid Employees effective as of January 1, 2004.

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Note 9 - Subsequent Event

          On January 1, 2004, the Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia was merged into the Engelhard Corporation Savings Plan for Hourly Paid Employees. Approximately $3.6 million in net assets of the Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia was transferred to the Engelhard Corporation Savings Plan for Hourly Paid Employees as a result of the merger.


Net Assets Available for Benefits at December 31, 2003-        
      per Financial Statements     $ 3,629,024  
     
Less: Net assets transferred to the Engelhard Corporation    
      Savings Plan for Hourly Paid Employees accrued    
      on the Form 5500 at December 31, 2003       (3,629,024 )

Net Assets Available for Benefits at December 31, 2003-    
      per Form 5500     $ -0-  


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EIN #22-1586002
Plan #021

Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Schedule of Assets (Held at end of year)
as of December 31, 2003


(A)   (B) Identity of
Issue, Borrower,
Lessor, or
Similar Party
  (C) Description of
Investment Including
Maturity Date, Rate of
Interest, Collateral, Par
or Maturity Value
  (D) Cost   (E) Current
Value
 

     
*     Vanguard Fiduciary     Engelhard Corporation     $ 1,538,652   $ 2,055,720  
          Trust Company     Company Stock Fund    
     
*     Vanguard Fiduciary     Fixed Income Fund       383,860     383,860  
          Trust Company     (Retirement Savings Trust)    
     
*     Vanguard Fiduciary     Windsor II Fund       39,713     43,790  
          Trust Company    
     
*     Vanguard Fiduciary     Growth Fund       81,007     89,585  
          Trust Company     (Windsor Fund)    
     
*     Vanguard Fiduciary     Balanced Fund       138,837     145,152  
          Trust Company     (Asset Allocation Fund)    
     
*     Vanguard Fiduciary     Equity Index Fund       245,817     231,000  
          Trust Company     (Growth and Income Portfolio)    
     
*     Vanguard Fiduciary     Prime Cap Fund       80,291     89,407  
          Trust Company    
     
*     Vanguard Fiduciary     Life Strategy Growth Portfolio       25,115     24,873  
          Trust Company    
     
*     Vanguard Fiduciary     Life Strategy Conservative       18,202     19,266  
          Trust Company     Growth Portfolio    
     
*     Vanguard Fiduciary     Life Strategy Income Fund       1,502     1,567  
          Trust Company    
     
*     Vanguard Fiduciary     U.S. Growth Portfolio       58,937     44,919  
          Trust Company    

13




EIN #22-1586002
Plan #021

Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Schedule of Assets (Held at end of year)
as of December 31, 2003, Continued


(A)   (B) Identity of
Issue, Borrower,
Lessor, or
Similar Party
  (C) Description of
Investment Including
Maturity Date, Rate of
Interest, Collateral, Par
or Maturity Value
  (D) Cost   (E) Current
Value
 

     
*     Vanguard Fiduciary     Life Strategy Moderate       31,113     32,625  
          Trust Company     Growth Fund    
     
*     Vanguard Fiduciary     International Growth       11,302     11,392  
          Trust Company     Fund    
     
*     Vanguard Fiduciary     Short-Term Corporate Fund       31,788     31,797  
          Trust Company    
     
*     Vanguard Fiduciary     Small Cap Index Fund       23,558     29,151  
          Trust Company    
     
*     Promissory notes from participants having           345,103  
      interest rates from 5.0% to 10.5% with    
      maturity dates ranging from 2004 to 2013    
     

          Total           $ 2,709,694   $ 3,579,207  


* Represents party-in-interest

14




EIN #22-1586002
Plan #021

Savings Plan for the Hourly Paid Employees at
Attapulgus, Georgia
Schedule of Reportable Transactions*
Year Ended December 31, 2003


Identity of Party
Involved
Description of Assets (include
interest rate and maturity in
the case of a loan)
Purchase
Price
Selling
Price
Historical Cost
of Asset
Current Value
of Asset
on Transaction
Date
Historical
Gain/(Loss)

Engelhard     Engelhard Corp. Stock Fund     $ 397,700               $ 397,700        
Engelhard     Engelhard Corp. Stock Fund           $ 248,561   $ 214,337     248,561   $ 34,223  

* Transactions or a series of transactions in excess of 5% of the current value of the Plan’s assets as of the beginning of the plan year as defined in section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.

15




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos.: 2-72830, 2-81559, 2-84477, 2-89747, 33-28540, 33-37724, 33-40365, 33-40338, 33-43934, 33-65990, 333-02643, 333-71439, 333-39570, 333-71856, 333-88424) pertaining to the Savings Plan for the Hourly Paid Employees at Attapulgus, Georgia of our report dated June 11, 2004, with respect to the financial statements and schedules of the Savings Plan for the Hourly Paid Employees at Attapulgus, Georgia included in this Annual Report (Form 11-K) for the year ended December 31, 2003.

ERNST & YOUNG LLP
Iselin, New Jersey
June 21, 2004

16




Signature

Form 11-K

Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia

          Pursuant to the requirements of the Securities and Exchange Act of 1934, the Pension and Employee Benefit Plans Committee of Engelhard Corporation has duly caused this Form 11-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Iselin, New Jersey on this 21st day of June, 2004.



/S/ John C. Hess
———————————————————
By: John C. Hess
Secretary to the Committee and
Vice President of Human Resources

17