As filed with the Securities and Exchange Commission on April 19, 1995
Registration No. 33-22165
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ENGELHARD CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 22-1586002
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
101 Wood Avenue
Iselin, New Jersey 08830
(908) 205-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_________________________
Arthur A. Dornbusch, II
Vice President, General Counsel and Secretary
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
(908) 205-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
Copies to:
James J. Clark
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
<PAGE>
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Registration Statement No.
33-22165 is being filed to remove from registration under the Securities Act of
1933, as amended, $100,000,000 principal amount of debt securities of Engelhard
Corporation (the "Debt Securities") which remain unsold following the termina-
tion of the offering referred to in such registration statement.
Calculation of Debt Securities to be Removed from Registration
Debt Securities originally registered..................... $200,000,000
Debt Securities sold to date.............................. $100,000,000
Debt Securities to be removed from registration........... $100,000,000
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to the Registration Statement to be signed on its behalf by the under-
signed thereunto duly authorized in the City of Iselin, State of New Jersey, on
the 19th day of April, 1995.
ENGELHARD CORPORATION
By: ORIN R. SMITH
-----------------------
Orin R. Smith
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
ORIN R. SMITH Chairman, Chief April 19, 1995
-------------------
Orin R. Smith Executive Officer and
Director (Principal
Executive Officer)
R.L. GUYETT Senior Vice April 19, 1995
-------------------
Robert L. Guyett President, Chief
Financial Officer and
Director (Principal
Financial Officer)
M.J. CONNOR, JR. Controller (Principal April 19, 1995
--------------------
Martin J. Connor, Jr. Accounting Officer)
* Director April 19, 1995
--------------------
Linda G. Alvarado
* Director April 19, 1995
--------------------
Marion H. Antonini
* Director April 19, 1995
--------------------
L. Donald LaTorre
Director April 19, 1995
Anthony W. Lea
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<PAGE>
* Director April 19, 1995
------------------
James V. Napier
* Director April 19, 1995
------------------
Norma T. Pace
* Director April 19, 1995
------------------
Reuben F. Richards
* Director April 19, 1995
------------------
Henry R. Slack
* Director April 19, 1995
------------------
Douglas G. Watson
*By: ARTHUR A. DORNBUSCH, II
-----------------------------
Arthur A. Dornbusch, II
Attorney-in-Fact
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