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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                           SEC File Number:
                                                           1-496

                           NOTIFICATION OF LATE FILING

                                                           CUSIP Number:
                                                           427 056 106

(Check one:) [  ] Form 10-K   [  ] Form 20-F   [  ] Form 11-K
             [X] Form 10-Q   [  ] Form N-SAR
         For Period Ended: March 31, 2001
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      [ ] Transition Report on Form 10-K
      [ ] Transition Report on Form 20-F
      [ ] Transition Report on Form 11-K
      [ ] Transition Report on Form 10-Q
      [ ] Transition Report on Form N-SAR
      For the transition period ended: Not applicable
                                       --------------

         NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not applicable
                                                        --------------

PART I - REGISTRANT INFORMATION

                              Hercules Incorporated
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                             Full Name of Registrant

                                 Not applicable
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                            Former Name if Applicable

                                 Hercules Plaza
                            1313 North Market Street
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            Address of Principal Executive Office (Street and Number)

                            Wilmington, DE 19894-0001
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                            City, State and Zip Code




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PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

                  (a) The reasons described in reasonable detail in Part III of
                  this form could not be eliminated without unreasonable effort
                  or expense;

                  (b) The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
                  portion thereof, will be filed on or before the fifteenth
         [X]      calendar day following the prescribed due date; or the
                  subject quarterly report or transition report on Form 10-Q,
                  or portion thereof, will be filed on or before the fifth
                  calendar day following the prescribed due date; and

                  (c) The accountant's statement or other exhibit required by
                  Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, Form 20-F, Form
11-K, Form 10-Q or Form N-SAR, or the transition report, or portion thereof,
could not be filed within the prescribed period. (Attach Extra Sheets if Needed)

         The registrant was unable to complete and file its Quarterly Report on
form 10-Q for the quarter ended March 31, 2001 by 5:30 p.m. on May 15, 2001,
the filing deadline, without unreasonable effort or expense. The registrant is
filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
contemporaneously with this Notification of Late Filing on Form 12b-25.

PART IV - OTHER INFORMATION

         (l)   Name and telephone number of person to contact in regard to
               this notification

                  Justin P. Klein                          215-864-8606
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                      (Name)                     (Area code) (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                     [X]  Yes    [ ]  No

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         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                                     [ ]  Yes    [X]  No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.


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                              Hercules Incorporated
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date: May 15, 2001                      By: /s/ Israel J. Floyd
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                                            Israel J. Floyd,
                                            Executive Vice President, Secretary
                                            and General Counsel

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

      Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).


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