Form 8-K, January 26, 2004

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):  February 12, 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 February 12, 2004, the Company announced that it has completed the sale of its minority ownership interest in CP Kelco ApS to J.M. Huber Corporation.  The transaction was previously announced on January 26, 2004.  A copy of the press release is attached hereto as an Exhibit.

c.         

Exhibits.          

99.1

Press Release of Hercules Incorporated dated February 12, 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.

February 17, 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 February 12, 2004.