UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 15

Certification and Notice of Termination of Registration
Under Section 12(g) of the Securities Exchange
Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the
Securities and Exchange Act of 1934

Commission File Number 001-08142

Engelhard Corporation
(Exact name of registrant as specified in its charter)

101 Wood Avenue, Iselin, NJ 08830 (732) 205-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Common Stock, par value $1.00 per share
(Title of each class of securities covered by this Form)

None
(Title of all other classes of securities for which a duty to file reports under
Section 13(a) or 15(d) remains)

        Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)   ý   Rule 12h-3(b)(1)(i)   ý
Rule 12g-4(a)(1)(ii)   o   Rule 12h-3(b)(1)(ii)   o
Rule 12g-4(a)(2)(i)   o   Rule 12h-3(b)(2)(i)   o
Rule 12g-4(a)(2)(ii)   o   Rule 12h-3(b)(2)(ii)   o
        Rule 15d-6   o

Approximate number of holders of record as of the certification or notice date: 1

        Pursuant to the requirements of the Securities Exchange Act of 1934, Engelhard Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.


June 9, 2006

 

 

 

 

 

By:

/s/  
DAVID STRYKER      
Name: David Stryker
Title: Vice President, Chief
Legal Officer and Secretary