April 25, 2005

Mail Stop 0510

By U.S. mail and facsimile to (302) 594-5400

Mr. Allen A. Spizzo
Vice President and Chief Financial Officer
Hercules Incorporated
1313 North Market Street
Wilmington, DE  19894-0001

	RE:  	Form 8-K Item 4.01 filed April 22, 2005
		File # 001-00496

Dear Mr. Spizzo:

      We have reviewed your filing and have the following
comment.
If you disagree, we will consider your explanation as to why our
comment is inapplicable.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information,
we
may or may not raise additional comments.

      Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filing.
We look forward to working with you in these respects.  We
welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call us at the telephone
number
listed at the end of this letter.

1. In consideration that you have not filed your Form 10-Q for
the
period ended March 31, 2005 as of yet, please submit an amended
Item 4.01 8-K once PricewaterhouseCoopers LLP is not effectively
your accountants.  Please include an updated Exhibit 16 in the
Form
8-K.

*  *  *  *  *

	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are
responsible
for the accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose
the
Commission from taking any action with respect to the filing;
and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the
staff
of the Division of Corporation Finance in our review of your
filing
or in response to our comments on your filing.

      Please file your supplemental response via EDGAR in
response
to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business
days to respond, you should contact the staff immediately to
request additional time.  You may wish to provide us with marked
copies of each amended filing to expedite our review.  Direct
any
questions regarding the above to the undersigned at (202) 824-
5525.

								Sincerely,



								Ryan Rohn
								Staff Accountant
??

??

??

??

Mr. Allen A. Spizzo
Hercules Incorporated
April 25, 2005
Page 1 of 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE