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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001072613-05-002557.txt : 20051110
<SEC-HEADER>0001072613-05-002557.hdr.sgml : 20051110
<ACCEPTANCE-DATETIME>20051110161215
ACCESSION NUMBER:		0001072613-05-002557
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051108
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051110
DATE AS OF CHANGE:		20051110

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HARSCO CORP
		CENTRAL INDEX KEY:			0000045876
		STANDARD INDUSTRIAL CLASSIFICATION:	FABRICATED STRUCTURAL METAL PRODUCTS [3440]
		IRS NUMBER:				231483991
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03970
		FILM NUMBER:		051194084

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 8888
		CITY:			CAMP HILL
		STATE:			PA
		ZIP:			17001-8888
		BUSINESS PHONE:		7177637064

	MAIL ADDRESS:	
		STREET 1:		PO BOX 8888
		CITY:			CAMP HILL
		STATE:			PA
		ZIP:			17001-8888
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_13968.txt
<DESCRIPTION>HARSCO CORPORATION FORM 8-K
<TEXT>
================================================================================
                                  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

                                NOVEMBER 8, 2005
                        (Date of earliest event reported)

                              --------------------


                               HARSCO CORPORATION
             (Exact name of registrant as specified in its charter)



             DE                           1-3970                 23-1483991
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
      of incorporation)                                      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


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. below):

[_]  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))
================================================================================
<PAGE>

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 8, 2005, Harsco Corporation (the Company) received approval from the
National Bank of Belgium to increase the maximum amount of treasury notes
authorized under its euro commercial paper program from EUR 100 million to EUR
200 million. The increase in authorized commercial paper will provide increased
financial flexibility for potential growth-related investments and for general
corporate requirements. The original Commercial Paper Dealer Agreement (the
Dealer Agreement) dated September 24, 2003 between ING Belgium SA/NV and Harsco
Finance B.V. was filed as an Exhibit to the Company's 2003 Form 10-K.

A copy of the supplement to the Dealer Agreement is attached hereto and
incorporated by reference herein as Exhibit 10.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 10.1 - Supplement No. 1 to the Dealer Agreement





EXHIBIT INDEX

Exhibit 10.1 - Supplement No. 1 to the Dealer Agreement

<PAGE>



                                   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 10, 2005           /S/ Salvatore D. Fazzolari
     ----------------------------      -----------------------------------------
                                       Salvatore D. Fazzolari
                                       Senior Vice President, Chief Financial
                                       Officer and Treasurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10-1_13968.txt
<DESCRIPTION>SUPPLEMENT NO. 1 TO THE DEALER AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------
                             SUPPLEMENT NO. 1 TO THE

                                DEALER AGREEMENT
                                ----------------

Dated as of October 12, 2005

BETWEEN

(a)   Harsco Finance B.V., a limited company validly existing under Dutch Law,
      having its registered office at Wenckbachstraat 1, NL-1951JZ Velsen Noord,
      The Netherlands, represented by Mr. S. D. Fazzolari, acting in his
      capacity of Managing Director and Mr. M. E. Kimmel, acting in his capacity
      of Managing Director (the "ISSUER");

and

(b)   HARSCO Corporation, a company validly existing under Delaware law, having
      its registered office at c/o Corporation Trust Company, Corporation Trust
      Center, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A.,
      represented by Mr. S. D. Fazzolari, acting in his capacity of Senior Vice
      President, Chief Financial Officer & Treasurer (the "GUARANTOR");

                                                                ON THE ONE HAND,
AND

(c)   ING Belgium SA/NV, a credit institution validly existing under the laws of
      the Kingdom of Belgium, having its registered office at Avenue Marnixlaan
      24, B-1000 Brussels, Belgium, registered with the Commercial Register of
      Brussels under nr. 77.186, represented by Mr. Francois De Witte, acting in
      his capacity of Vice-President and Mr. Bertrand Soenen, acting in his
      capacity of Head of Securities Transaction Management (the "ARRANGER" or
      the "DEALER");

                                                              ON THE OTHER HAND,

FOR THE PURPOSE OF THIS DOMICILIARY AGENCY AGREEMENT, ALL CAPITALISED TERMS USED
HEREIN SHALL, UNLESS DEFINED OR SPECIFIED OTHERWISE OR WHERE THE CONTEXT
REQUIRES OTHERWISE, HAVE THE RESPECTIVE MEANINGS GIVEN THERETO IN THE AMENDED
AND RESTATED INFORMATION MEMORANDUM RELATED TO THE EUR 200,000,000 PROGRAMME FOR
THE ISSUE OF DEMATERIALISED TREASURY NOTES BY THE ISSUER DATED OCTOBER 12, 2005
(THE "PROGRAMME") (THE "INFORMATION MEMORANDUM").

WHEREAS,

A dealer agreement (the "DEALER AGREEMENT") and an agency agreement (the
"DOMICILIARY AGENCY AGREEMENT") between the Issuer, the Guarantor and the Dealer
relating to the programme of EUR 100,000,000 dematerialised
THESAURIEBEWIJZEN/BILLETS DE TRESORERIE ("TREASURY NOTES") (the "PROGRAMME")
have been signed on September 24, 2003;

WHEREAS,

The Treasury Notes will be unconditionally and irrevocably guaranteed by Harsco
Corporation as to all payments due under the Programme, pursuant to a guarantee
signed on October 12, 2005;
<PAGE>

WHEREAS,

The Dealer Agreement, as amended, shall remain in full force and effect, subject
to the amendments below;

THE FOLLOWING CHANGE TO THE DEALER AGREEMENT HAS BEEN AGREED:

THAT the issuer has decided, pursuant to a resolution of its board of Directors
dated October 12, 2005, to increase the maximum amount of the Programme from EUR
100,000,000 to EUR 200,000,000;

THAT the amount of the Guarantee has been increased accordingly;

THAT the Issuer has appointed ING Belgium SA/NV, which accepted, to act as
Domiciliary Agent pursuant to the Amended and Restated Domiciliary Agency
Agreement dated October 12, 2005.

This amendment is drawn up in 3 originals on October 12, 2005.

FOR THE ISSUER

Harsco Finance B.V.

By:                                    By:

/S/ Salvatore D. Fazzolari             /S/ Mark E. Kimmel
- ------------------------------         ------------------------------
Name: Mr. S. D. Fazzolari              Name: Mr. M. E. Kimmel
Title: Managing Director               Title: Managing Director

FOR THE GUARANTOR

Harsco Corporation

By:

/S/ Salvatore D. Fazzolari
- ------------------------------
Name: Mr. S. D. Fazzolari
Title: Senior Vice President, Chief
Financial Officer & Treasurer

FOR THE DOMICILIARY AGENT

ING BELGIUM SA/NV

By:                                    By:

/S/ Bertrand Soenen                    /S/ Francois De Witte
- ------------------------------         ------------------------------
Bertrand Soenen                        Francois De Witte
Head of Securities Transaction         Head of International Cash
Management                             Management Sales and CP/MTN
                                       Origination

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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