8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported)  November 28, 2007

Harsco Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-3970	23-1483991
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Poplar Church Road, Camp Hill, PA	17011
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code 717-763-7064

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement

On November 28, 2007, Harsco Corporation (the “Company”) signed an agreement to sell its Gas Technologies business group, Harsco GasServ, to Wind Point Partners, a private equity investment firm.  The terms include payment of cash consideration in the amount of $300 million at closing and payment of up to $40 million payable post-closing in the form of an earnout, contingent on the Gas Technologies group achieving certain performance targets in 2008 or 2009.  Completion of the sale is expected in the near future and regulatory approval has already been received.

A copy of the press release announcing the transaction is attached hereto and incorporated by reference herein as Exhibit 99.1

Item 9.01.   Financial Statements and Exhibits

(d)           Exhibits.

Exhibit 99.1.      Press release dated November 28, 2007

Signatures

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.

	HARSCO CORPORATION (Registrant)
DATE               November 30, 2007		/s/ Salvatore D. Fazzolari Salvatore D. Fazzolari
		President and Chief Financial Officer

Exhibit Index

99.1.           Press release dated November 28, 2007

- 2 -

EX-99.1

EXHIBIT 99.1

  NEWS RELEASE 

Harsco Corporation Camp Hill, PA 17011 USA www.harsco.com Media Contact Kenneth D. Julian 717.730.3683 kjulian@harsco.com Investor Contact Eugene M. Truett 717.975.5677 etruett@harsco.com

FOR IMMEDIATE RELEASE

HARSCO CORPORATION ANNOUNCES AGREEMENT ON SALE OF

GAS TECHNOLOGIES BUSINESS GROUP

HARRISBURG, PA (November 28, 2007). . . Worldwide industrial services company Harsco Corporation (NYSE: HSC) announced today that it has signed a definitive agreement to sell its Gas Technologies business group, Harsco GasServ, to Wind Point Partners, a private equity investment firm with offices in Chicago, Illinois for a total purchase price of $340 million.  The terms include $300 million payable in cash at closing and $40 million payable in the form of an earnout, contingent on the Gas Technologies group achieving certain performance targets in 2008 or 2009.  The transaction is expected to close in the near future and has already received regulatory approval.

Harsco Chairman and CEO Derek C. Hathaway said, “Given our initial announcement in January of our intention to divest the Harsco GasServ business group and the time elapsed since then, it can reasonably be concluded that this has been a long and arduous process, certainly exacerbated by the U.S. ‘credit crunch.’  Notwithstanding the timing, we believe we have accomplished our goals for achieving maximum value for our stockholders in conjunction with finding a suitable new home for this business.  We wish the new owners and all of the employees every continuing success.”

Included in the transaction are the four complementary manufacturing and service businesses that comprise the Harsco GasServ group:

·   Taylor-Wharton cryogenic storage units and compressed gas cylinders

·   American Welding & Tank propane tanks

·   Sherwood precision valves

·   Structural Composites Industries lightweight, filament-reinforced composite cylinders

As previously announced, proceeds from the sale will provide capital to fund Harsco’s continuing organic growth initiatives and other opportunities in its core businesses, as well as debt reduction.

Citigroup Global Markets Inc. is acting as exclusive financial advisor to Harsco.

Harsco Corporation is one of the world’s leading diversified industrial services companies, serving major customers in the non-residential construction and infrastructure, steel and metals, energy and railway industries.  The Company posted 2006 revenues of $3.4 billion and employs approximately 21,500 people worldwide.  Harsco’s common stock is a component of the S&P MidCap 400 Index and the Russell 1000 Index.  Additional information can be found at www.harsco.com.

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