SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BURNES KENNETT F
(Last) (First) (Middle)
C/O CABOT CORPORATION
TWO SEAPORT LANE, SUITE 1300
(Street)
BOSTON MA 02210
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CABOT CORP [ CBT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/01/2004 M 85,557 A $10.8336 85,557 D
Common Stock 11/01/2004 S 100 D $35.14 85,457 D
Common Stock 11/01/2004 S 100 D $35.13 85,357 D
Common Stock 11/01/2004 S 1,500 D $35.12 83,857 D
Common Stock 11/01/2004 S 1,900 D $35.11 81,957 D
Common Stock 11/01/2004 S 1,757 D $35.1 80,200 D
Common Stock 11/01/2004 S 1,300 D $35.09 78,900 D
Common Stock 11/01/2004 S 2,000 D $35.08 76,900 D
Common Stock 11/01/2004 S 900 D $35.07 76,000 D
Common Stock 11/01/2004 S 2,200 D $35.06 73,800 D
Common Stock 11/01/2004 S 2,700 D $35.05 71,100 D
Common Stock 11/01/2004 S 10,300 D $35.04 60,800 D
Common Stock 11/01/2004 S 2,200 D $35.03 58,600 D
Common Stock 11/01/2004 S 2,500 D $35.02 56,100 D
Common Stock 11/01/2004 S 3,000 D $35.01 53,100 D
Common Stock 11/01/2004 S 3,500 D $35 49,600 D
Common Stock 11/01/2004 S 5,000 D $34.99 44,600 D
Common Stock 11/01/2004 S 4,000 D $34.98 40,600 D
Common Stock 11/01/2004 S 2,500 D $34.97 38,100 D
Common Stock 11/01/2004 S 16,700 D $34.96 21,400 D
Common Stock 11/01/2004 S 6,900 D $34.95 14,500 D
Common Stock 11/01/2004 S 500 D $34.94 14,000 D
Common Stock 11/01/2004 S 5,900 D $34.93 8,100 D
Common Stock 11/01/2004 S 1,300 D $34.92 6,800 D
Common Stock 11/01/2004 S 4,800 D $34.91 2,000 D
Common Stock 11/01/2004 S 2,000 D $34.87 0 D
Common Stock 9,778.16 I Through the Trustee for the Corporation's Retirement Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $10.8336 11/01/2004 M 85,557 (1) 11/11/2004 Common Stock 85,557 $0 11,400 D
Series B ESOP Convertible Preferred Stock (2) (3) (3) Common Stock 17,752.41 121.28 I Through the Trustee for the Corporation's Retirement Savings Plan
Explanation of Responses:
1. The options were granted on November 11, 1999 to Mr. Burnes in lieu of his cash bonus and were immediately exercisable.
2. Each share is convertible into 146.4 shares of the Corporation's common stock.
3. Under the Retirement Savings Plan, the Corporation allocates Series B ESOP Convertible Preferred Stock to each participant's account on a quarterly basis. Subject to certain terms and conditions of the Retirement Savings Plan, participants may elect to receive distributions of their vested account balance in the form of shares of the Corporation's common stock or cash. Generally, a participant is 20% vested in his account after 2 years of service with the Corporation; 40% vested after 3 years of service; 60% vested after 4 years of service; and 100% vested after 5 years of service.
Remarks:
Michaela Allbee, pursuant to a Power of Attorney from Kennett Burnes 11/03/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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