SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HATHAWAY DEREK C

(Last)

(First)

(Middle)

P.O. BOX 8888

(Street)

CAMP HILL

17001-8888

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARSCO CORP [ HSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.25 par value	06/01/2005		M		10,000	A	$25.63	95,559.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		100	D	$57.89	95,459.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		1,700	D	$57.9	93,759.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		2,600	D	$57.91	91,159.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		300	D	$57.92	90,859.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		500	D	$57.93	90,359.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		900	D	$57.94	89,459.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		2,300	D	$57.95	87,159.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		200	D	$57.96	86,959.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		200	D	$57.97	86,759.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		300	D	$57.98	86,459.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		500	D	$57.99	85,959.3913	D
Common Stock, $1.25 par value	06/01/2005		S⁽¹⁾		400	D	$58.03	85,559.3913	D
Common Stock, $1.25 par value								26,650.831⁽²⁾	I	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽³⁾	$29.47⁽³⁾							⁽³⁾	01/22/2006⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		30,000	D
Stock Option (Right to Buy)⁽³⁾	$34.28⁽³⁾							⁽³⁾	01/26/2007⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		50,000	D
Stock Option (Right to Buy)⁽³⁾	$37.81⁽³⁾							⁽³⁾	01/25/2008⁽³⁾	Common Stock, $1.25 par value⁽³⁾	⁽³⁾		40,000	D
Stock Option (Right to Buy)⁽³⁾	$29⁽³⁾							⁽³⁾	01/23/2010⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		50,000	D
Stock Option (Right to Buy)⁽³⁾	$25.63⁽³⁾	06/01/2005		M			10,000	01/22/2002⁽³⁾	01/21/2011⁽³⁾	Common Stock, $1.25 par value	10,000⁽³⁾	$25.63⁽³⁾	60,000	D
Stock Option (Right to Buy)⁽³⁾	$32.65⁽³⁾							⁽³⁾	01/20/2012⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		100,000	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on Novembe r 24, 2004.

2. These shares were acquired under the Harsco Corporation Savings Plan in transactions that were exempt from Section 16(b) by virtu e of Rule 16a-8(b). The information presented is as of April 30, 2005.

3. Stock option granted pursuant to Harsco Corporation 1995 Executive Incentive Compensation Plan in a transaction exempt under Rule 16b-3.

Remarks:

	Derek C. Hathaway	06/03/2005
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.