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

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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^*

SORDONI ANDREW J III

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2008

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	01/10/2008		M		4,000	A	$23.08	195,000	D
Common Stock, $1.25 par value								2,000⁽¹⁾	I	By daughter
Common Stock, $1.25 par value	12/17/2007		J⁽²⁾	V	3,000	D⁽²⁾	⁽²⁾	0.0000	I	By son
Common Stock, $1.25 par value								38,000⁽¹⁾	I	By Spouse

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⁾	$23.08⁽³⁾	01/10/2008		M			4,000	05/01/1999⁽²⁾	04/30/2008⁽³⁾	Common Stock, $1.25 par value	4,000⁽³⁾	$23.08⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)⁽³⁾	$16.4063⁽³⁾							⁽³⁾	04/30/2009⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		4,000	D
Stock Option (Right to Buy)⁽³⁾	$14.6563⁽³⁾							⁽³⁾	04/30/2010⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		4,000	D
Stock Option (Right to Buy)⁽³⁾	$13.9625⁽³⁾							⁽³⁾	04/30/2011⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		4,000	D
Stock Option (Right to Buy)⁽³⁾	$20.96⁽³⁾							⁽³⁾	04/30/2012⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		4,000	D
Stock Option (Right to Buy)⁽³⁾	$16.96⁽³⁾							⁽³⁾	04/30/2013⁽³⁾	Common Stock, $1.25 par value	⁽³⁾		4,000	D
Restricted Stock Units-NEDSP⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock, $1.25 par value	⁽⁵⁾		6,592.386	D

Explanation of Responses:

1. Reflects adjustment made for two-for-one stock distribution on March 26, 2007.

2. Transfer of shares to brokerage account by adult son who no longer shares the same address as reporting person.

3. Stock option granted pursuant to 1995 Non-Employee Directors' Stock Plan, in a transaction exempt under Rule 16b-3.

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

5. Represents restricted stock units granted under the 1995 Non-Employee Directors' Stock Plan. Each restricted stock unit has a one year vesting period and will be settled promptly following termination of the individual's service as a director of the Company. Includes reinvested dividends.

Remarks:

	Mark E. Kimmel, Attorney-in-Fact	01/14/2008
	** 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).
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