SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Act of 1934

                         Date of Report: June 21, 1995
                       (Date of earliest event reported)

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


          Delaware                       1-8142                  22-1586002
     -----------------                ------------             --------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)

                   101 Wood Avenue, Iselin, New Jersey     08830
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              (Address of principal executive offices)   (Zip Code)

                                 (908) 205-5000
                           ---------------------------
              (Registrant's telephone number, including area code)

                                   No change
                           ---------------------------
         (Former name or former address, if changed since last report)





                                      -2-


ITEM 5.  Other Events.

        On June 21, 1995,  Engelhard  Corporation  ("Engelhard")  entered into a
joint  venture (the "Joint  Venture")  with  Paris-based  Comptoir  Lyon Alemand
Louyot  ("CLAL")  in  accordance  with  Engelhard's   intentions  as  previously
disclosed  in its  Annual  Report on Form 10-K for the year ended  December  31,
1994.

        The  Joint  Venture  will  be  conducted   through  two  new  companies,
Engelhard-CLAL,  L.P., a Delaware limited partnership, and Engelhard-CLAL SAS, a
French Societe par Actions  Simplifiee,  each of which will be 50% owned by CLAL
and  Engelhard.  The  Joint  Venture  combines  most of the  assets of CLAL with
certain  assets and  liabilities of Engelhard's  Engineered  Materials  Group in
Europe and the Asia Pacific region and Englehard's engineered materials business
conducted in Carteret, New Jersey, and Fremont, California.

        The Joint Venture will offer a wide variety of precious metals  products
and services,  with end markets in the  electrical  and  electronic,  aerospace,
nuclear,  glass,  fertilizer,  jewelry,  photographic,  automotive,  dental  and
medical industries.

ITEM 7.  Exhibits.

(c)  Exhibits

        1. Asset and Stock Transfer Agreement by and among Comptoir Lyon Alemand
Louyot and Engelhard Corporation dated as of April 24, 1995.





                                    SIGNATURE


        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 hereunto duly authorized.


                                             ENGELHARD CORPORATION



Date June 21, 1995                           By: /s/ William E. Nettles
                                                 -------------------------------
                                                 Name: William E. Nettles
                                                 Title: Vice President and
                                                        Chief Financial Officer







                                LIST OF EXHIBITS


Exhibit
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Asset and Stock Transfer Agreement by
and among Comptoir Lyon Alemand
Louyot and Engelhard Corporation
dated as of April 24, 1995 .............................................