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):  March 1, 2004
	Hercules Incorporated
	(Exact name of registrant as specified in its charter)
Delaware	001-00496		51-0023450
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification Number)
		Hercules Plaza
		1313 North Market Street
		Wilmington, Delaware 19894-0001
	(Address of principal executive offices) (Zip Code)
		(302) 594-5000
	(Registrant's telephone number, including area code)

Item 5.	Other Events and Regulation FD Disclosure
	On March 1, 2004, the Company announced that the proposed acquisition of Meraklon S.p.A. through Hercules’ subsidiary, FiberVisions A/S in Denmark, previously announced August 8, 2003, will not occur as a result of difficulties encountered in obtaining antitrust regulatory approval.
Item 7.	Financial Statements and Exhibits
	(c)	Exhibits.
		99.1	Press Release of Hercules Incorporated dated March 1, 2004

SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

March 4, 2004	By:	HERCULES INCORPORATED
		/s/ Fred G. Aanonsen
		Fred G. Aanonsen
		Vice President and Controller

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Hercules Incorporated dated March 1, 2004.

EX-99.1

Exhibit 99.1

HERCULES UPDATES MERAKLON S.p.A. TRANSACTION

WILMINGTON, DE, MARCH 1, 2004 . . . Hercules Incorporated (NYSE: HPC) today announced that the proposed acquisition of Meraklon S.p.A. through Hercules’ subsidiary, FiberVisions A/S in Denmark, previously announced August 8, 2003, will not occur as a result of difficulties encountered in obtaining antitrust regulatory approval.

Meraklon is a closely held polypropylene fiber company with its principal offices and production facilities in Terni, Italy.

Hercules manufactures and markets chemical specialties globally for making a variety of products for home, office and industrial markets.  For more information, visit the Hercules website at www.herc com.

This news release includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, reflecting management's current analysis and expectations, based on what management believes to be reasonable assumptions.  Forward-looking statements may involve known and unknown risks, uncertainties and other factors, which may cause the actual results to differ materially from those projected, stated or implied, depending on such factors as: ability to generate cash, ability to raise capital, ability to refinance, the result of the pursuit of strategic alternatives, ability to execute work process redesign and reduce costs, business climate, business performance, economic and competitive uncertainties, higher manufacturing costs, reduced level of customer orders, changes in strategies, risks in developing new products and technologies, environmental and safety regulations and clean-up costs, foreign exchange rates, the impact of changes in the value of pension fund assets and liabilities, changes in generally accepted accounting principles, adverse legal and regulatory developments, including increases in the number or financial exposures of claims, lawsuits, settlements or judgments, or the inability to eliminate or reduce such financial exposures by collecting indemnity payments from insurers, the impact of increased accruals and reserves for such exposures, and adverse changes in economic and political climates around the world, including terrorist activities and international hostilities.  Accordingly, there can be no assurance that the Company will meet future results, performance or achievements expressed or implied by such forward-looking statements.  As appropriate, additional factors are contained in other reports filed by the Company with the Securities and Exchange Commission.  This paragraph is included to provide safe harbor for forward-looking statements, which are not generally required to be publicly revised as circumstances change, and which the Company does not intend to update.

Media Contact:	John S. Riley	(302) 594-6025
Investor Contact:	Allen A. Spizzo	(302) 594-6491

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