BASF Catalysts LLC (Engelhard) Request of Withdrawal - 08/31/06
BASF CATALYSTS LLC
101 WOOD AVENUE
ISELIN, NEW JERSEY 08830
August 31, 2006
 
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
 
Re:  Engelhard Corporation
       Request to Withdraw Registration Statement on Form S-3
       (File Number 333-114068)
 
Ladies & Gentlemen:
 
In response to a request by the Staff for inclusion of additional information in the request, dated August 23, 2006, by BASF Catalysts LLC, as a successor for Engelhard Corporation (the “Registrant”), to withdraw the Registrant’s Registration Statement on Form S-3, File No. 333-114068, together with all exhibits thereto (the “Registration Statement”) (a copy of said request is attached and may be considered, with this supplemental letter, as one request made as of the date hereof), please be advised that no securities have been sold under the Registration Statement.
 
Please provide a copy of the order approving the withdrawal to the undersigned by facsimile at (732) 205-6777. If you have any questions with respect to this letter, please contact the undersigned at (732) 205-5475.
 
Sincerely,
 
BASF Catalysts LLC, as successor to
Engelhard Corporation
 
By:  /s/ Michael Hassett        
        Name:  Michael Hassett
        Title:    Associate General Counsel
 

 
 
 
 

BASF CATALYSTS LLC
101 WOOD AVENUE
ISELIN, NEW JERSEY 08830
August 23, 2006
 
VIA EDGAR AND
OVERNIGHT DELIVERY
 
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re:  Engelhard Corporation
       Request to Withdraw Registration Statement on Form S-3
       (File Number 333-114068)
 
Ladies & Gentlemen:
 
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, BASF Catalysts LLC, a Delaware limited liability company, as a successor to Engelhard Corporation (the “Registrant”), hereby respectfully withdraws the Registrant’s Registration Statement on Form S-3, File No. 333-114068, together with all exhibits thereto (the “Registration Statement”), with such withdrawal to be effective as of the date hereof.
 
On June 9, 2006, Iron Acquisition Corporation, a wholly-owned subsidiary of BASF Aktiengesellschaft (“BASF”), was merged with and into the Registrant, with the Registrant becoming a wholly-owned subsidiary of BASF. On August 1, 2006, the Registrant filed a Certificate of Conversion in the State of Delaware, whereby the Registrant changed its name to BASF Catalysts LLC. BASF Catalysts LLC, as successor to the Registrant, no longer intends to issue any securities pursuant to the Registration Statement.
 
Please provide a copy of the order granting the withdrawal of the Registration Statement to Michael Hassett, Associate General Counsel to BASF Catalysts LLC (as successor to the Registrant), by facsimile at (732) 205-5475. If you have any questions with respect to this letter, please contact Mr. Hassett at (732) 205-5475.
 
Sincerely,
 
BASF Catalysts LLC, as successor to
Engelhard Corporation
 
By:  /s/ Hans Ulrich-Engel        
        Name:  Hans Ulrich-Engel
        Title:    Manager