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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2*
Name of Issuer: Engelhard Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 29284510-4
Check the following line if a fee is being paid with this statement
. (A
fee is not required only if the filing person: (1) has a previous
statement
on file reporting beneficial ownership of more than five percent of the
class
of securities described in Item 1; and (2) has filed no amendment
subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of
securities, and for any subsequent amendment containing information
which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section
of the Act but shall be subject to all other provisions of the Act
(however,
see the Notes).
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CUSIP No.: 29284510-4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Corporation
EIN #84-0765359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
0**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
0**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%**
12. TYPE OF REPORTING PERSON
IA, CO
** See Item 4 of this filing
Page 2 of 9 pages
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CUSIP No.: 29284510-4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Bailey
SS ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
0**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
0**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%**
12. TYPE OF REPORTING PERSON
IN
** See Item 4 of this filing
Page 3 of 9 pages
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CUSIP No.: 29284510-4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Fund
EIN #84-0592523
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
0**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
0**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%**
12. TYPE OF REPORTING PERSON
IV
** See Item 4 of this filing
Page 4 of 9 pages
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Item 1.
(a). Name of Issuer: Engelhard Corporation ("Engelhard")
(b). Address of Issuer's Principal Executive Offices:
101 Wood Avenue
Iselin, NJ 08830-0770
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons
Filing:
(1) Janus Capital Corporation ("Janus Capital")
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
Citizenship: Colorado
(2) Thomas H. Bailey ("Mr. Bailey")
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
Citizenship: USA
(3) Janus Fund
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
Citizenship: Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 29284510-4
Item 3.
Janus Capital is an Investment Adviser registered under Section
203 of
the Investment Advisers Act of 1940.
Janus Fund is an Investment Company registered under Section 8
of the
Investment Company Act of 1940.
Page 5 of 9 pages
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Item 4. Ownership
The information in items 1 and 5 through 11 on the cover pages
(pp. 2-
4) on Schedule 13G is hereby incorporated by reference.
Janus Capital is a registered investment adviser which
furnishes
investment advice to several investment companies registered
under
Section 8 of the Investment Company Act of 1940 and individual
and
institutional clients (collectively referred to herein as
"Managed
Portfolios"). As a result of its role as investment adviser or
sub-
adviser to the Managed Portfolios, Janus Capital may be deemed
to be
the beneficial owner of the shares of Engelhard Common Stock
held by
such Managed Portfolios. However, Janus Capital does not have
the
right to receive any dividends from, or the proceeds from the
sale of,
the securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.
Mr. Bailey owns approximately 12.2% of Janus Capital. In
addition to
being a stockholder of Janus Capital, Mr. Bailey serves as
President
and Chairman of the Board of Janus Capital and is filing this
joint
statement with Janus Capital as a result of such stock
ownership and
positions which may be deemed to enable him to exercise control
over
Janus Capital. Mr. Bailey does not own of record any shares of
Engelhard Common Stock and he has not engaged in any
transaction in
Engelhard Common Stock. However, as a result of his position,
Mr.
Bailey may be deemed to have the power to exercise or to direct
the
exercise of such voting and/or dispositive power that Janus
Capital
may have with respect to Engelhard Common Stock held by the
Managed
Portfolios. All shares reported herein have been acquired by
the
Managed Portfolios, and Mr. Bailey specifically disclaims
beneficial
ownership over any shares of Engelhard Common Stock that he or
Janus
Capital may be deemed to beneficially own. Furthermore, Mr.
Bailey
does not have the right to receive any dividends from, or the
proceeds
from the sale of, the securities held in the Managed Portfolios
and
disclaims any ownership associated with such rights.
Janus Fund is an investment company registered under the
Investment
Company Act of 1940 and is one of the Managed Portfolios to
which
Janus Capital provides investment advice.
Page 6 of 9 pages
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Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that the
reporting persons have ceased to be the beneficial owners
of more
than five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and
belief, the securities referred to above were acquired in
the
ordinary course of business and were not acquired for the
purpose
of and do not have the effect of changing or influencing
the
control of the issuer of such securities and were not
acquired in
connection with or as a participant in any transaction
having
such purposes or effect.
Page 7 of 9 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I
certify that the information set forth in this statement is true,
complete
and correct.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker 2/9/95
David C. Tucker, Vice President Date
JANUS FUND
By /s/ David C. Tucker 2/9/95
David C. Tucker, Vice President Date
THOMAS H. BAILEY
By /s/ David C. Tucker 2/9/95
David C. Tucker Date
Under Power of Attorney dated 2/8/95
On File with Schedule 13G for
First Data Corporation 2/9/95
Page 8 of 9 pages
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934,
the persons named below agree to the joint filing on behalf of each of
them
of a Statement on Schedule 13G (including amendments thereto) with
respect to
the Common Stock of Engelhard Corporation and further agree that this
Joint
Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned hereby execute this Agreement as of
the 9th
day of February, 1995.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker
David C. Tucker, Vice President
JANUS FUND
By /s/ David C. Tucker
David C. Tucker, Vice President
THOMAS H. BAILEY
By /s/ David C. Tucker
David C. Tucker
Under Power of Attorney dated 2/8/95
On File with Schedule 13G for
First Data Corporation 2/9/95
Page 2 of 9 pages
