SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HATHAWAY DEREK C (Last) (First) (Middle) P.O. BOX 8888P.O. BOX 8888 (Street) CAMP HILL PA 17001-8888 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HARSCO CORP [ HSC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/03/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1.25 par value	01/03/2005		M		11,000	A	$25.63	96,559.3913	D
Common Stock, $1.25 par value	01/03/2005		S(1)		11,000	D	$55.24	85,559.3913	D
Common Stock, $1.25 par value								25,607.346(2)	I	Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(3)	$29.47(3)							(3)	01/22/2006(3)	Common Stock, $1.25 par value	(3)		30,000	D
Stock Option (Right to Buy)(3)	$34.28(3)							(3)	01/26/2007(3)	Common Stock, $1.25 par value	(3)		50,000	D
Stock Option (Right to Buy)(3)	$37.81(3)							(3)	01/25/2008(3)	Common Stock, $1.25 par value(3)	(3)		40,000	D
Stock Option (Right to Buy)(3)	$29(3)							(3)	01/23/2010(3)	Common Stock, $1.25 par value	(3)		50,000	D
Stock Option (Right to Buy)(3)	$25.63(3)	01/03/2005(3)		M			11,000	01/22/2002(3)	01/21/2011(3)	Common Stock, $1.25 par value	11,000(3)	$25.63(3)	114,000	D
Stock Option (Right to Buy)(3)	$32.65(3)							(3)	01/20/2012(3)	Common Stock, $1.25 par value	(3)		100,000	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on Novembe r 24, 2004.

2. These shares were acquired under the Harsco Corporation Savings Plan in transactions that were exempt from Section 16(b) by virtu e of Rule 16a-8(b). The information presented is as of December 31, 2004.

3. Stock option granted pursuant to Harsco Corporation 1995 Executive Incentive Compensation Plan in a transaction exempt under Rule 16b-3.

Remarks:

	Mark E. Kimmel, Attorney-in-Fact	01/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY


	KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
 a director and (or) officer of Harsco Corporation, a Delaware
 corporation (the "Company") does hereby nominate, constitute
 and appoint Mark E. Kimmel, Salvatore D. Fazzolari,
 and Debra L. Steele, or any one of them, his
or her true and lawful attorneys and agents to do any and
all acts and things and execute and file any and all
instruments which said attorneys and agents, or either of
 them, may deem necessary or advisable to enable the
undersigned (in his or her individual capacity or in a
fiduciary or any other capacity) to comply with the
Securities Exchange Act of 1934, as amended (the "Act"),
and any requirements of the Securities and Exchange Commission
in respect thereof, in connection with the preparation,
 execution and filing of any report or statement of beneficial
 ownership or changes in beneficial ownership of securities
of the Company that the undersigned (in his or her individual
capacity or in a fiduciary or any other capacity) may
be required to file pursuant to Section 16(a) of the Act,
including specifically, but without limitation, full power and
authority to sign the undersigned's name, in his or her
individual capacity or in a fiduciary or any other capacity,
to any report or statement on Form 3, Form 4 or Form 5 or to
any amendment thereto, or any form or forms adopted by the
Securities and Exchange Commission in lieu thereof or in
addition thereto, hereby ratifying and confirming all that said
attorneys and agents, or any of them, shall do or cause to
be done by virtue thereof.

	This authorization shall supersede all prior authorizations
to act for the undersigned with respect to securities of the
Company in these matters, and shall survive the termination
of the undersigned's status as a director and (or) officer of
the Company and remain in effect thereafter for so long as the
undersigned (in his or her individual capacity or in a fiduciary
or any other capacity) has any obligation under Section 16
of the Act with respect to securities of the Company.

	IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of August, 2002.



		Signature

		Derek C. Hathaway
		Print Name