Form 8-K, March 1, 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):  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.