Engelhard Advises Shareholders to Defer Taking Any Action at This Time in Response to BASF Revised Offer

Merrill Lynch & Co. is acting as financial advisor to Engelhardand Cahill Gordon & Reindel LLP and Wachtell, Lipton, Rosen & Katz areacting as legal advisors.

Engelhard Corporation is a surface and materials science companythat develops technologies to help customers improve their productsand processes. A Fortune 500 company, Engelhard is a world-leadingprovider of technologies for environmental, process, appearance andperformance applications. For more information, visit Engelhard on theInternet at www.engelhard.com.

Forward-Looking Statements. This announcement containsforward-looking statements. These statements relate to analyses andother information that are based on forecasts of future results andestimates of amounts not yet determinable. These statements alsorelate to future prospects, developments and business strategies.These forward-looking statements are identified by their use of termsand phrases such as "anticipate," "believe," "could," "estimate,""expect," "intend," "may," "plan," "predict," "project," "will" andsimilar terms and phrases, including references to assumptions. Theseforward-looking statements involve risks and uncertainties, internaland external, that may cause Engelhard's actual future activities andresults of operations to be materially different from those suggestedor described in this announcement. For a more thorough discussion ofthese factors, please refer to "Forward-Looking Statements" on page 6of Engelhard's definitive proxy statement, dated May 12, 2006 and"Forward-Looking Statements" (excluding the first sentence thereof),"Risk Factors" and "Key Assumptions" on pages 34, 35 and 38,respectively, of Engelhard's 2005 Annual Report on Form 10-K, datedMarch 3, 2006. Please also refer to "Forward-Looking Statements" and"Key Assumptions" contained in the investor presentation captioned"Recapitalization Plan" filed as an exhibit on Form 8-K, dated April26, 2006, and "Forward-Looking Statements" in the Offer to Purchasefiled as an exhibit to Schedule TO, dated May 5, 2006, for additionalinformation regarding such risks, uncertainties and contingencies.

Investors are cautioned not to place undue reliance on anyforward-looking statement, which speaks only as of the date made, andto recognize that forward-looking statements are predictions of futureresults, which may not occur as anticipated. Actual results coulddiffer materially from those anticipated in the forward-lookingstatements and from historical results due to the risks anduncertainties described above, as well as others that Engelhard mayconsider immaterial or do not anticipate at this time. The foregoingrisks and uncertainties are not exclusive and further informationconcerning Engelhard and its businesses, including factors thatpotentially could materially affect its financial results orcondition, may emerge from time to time. Investors are advised toconsult any further disclosures Engelhard makes on related subjects inEngelhard's future periodic and current reports and other documentsthat Engelhard files with or furnishes to the Securities and ExchangeCommission ("SEC").

No Offer or Solicitation. Engelhard announced a self-tender offeron April 26, 2006 and commenced the self-tender offer on May 5, 2006.This announcement does not constitute an offer or invitation topurchase nor a solicitation of an offer to sell any securities ofEngelhard. Any offers to purchase or solicitation of offers to sellwill be made only pursuant to the tender offer statement (including anoffer to purchase, a letter of transmittal and other offer documents)filed by Engelhard ("Engelhard's Tender Offer Statement") on ScheduleTO with the SEC on May 5, 2006. Engelhard's shareholders are advisedto read Engelhard's Tender Offer Statement and any other documentsrelating to the tender offer that are filed with the SEC carefully andin their entirety because they will contain important information.

Additional Information and Where to Find It. Engelhard'sshareholders are advised to read Engelhard's definitive proxystatement dated May 12, 2006 and other documents filed by EngelhardCorporation carefully and in their entirety because they containimportant information. Copies of the definitive proxy statement andother documents may be obtained from Mackenzie Partners, Inc. at 105Madison Avenue, New York, New York, 10016; Phone: 212-929-5500 (callcollect) or Toll-Free (800) 322-2885.