As filed with the Securities and Exchange Commission on April 28, 2004.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

               Delaware                                   23-1483991
        (State of Incorporation)            (IRS Employer Identification Number)

                     P.O. Box 8888, Camp Hill, PA 17001-8888
               (Address of Principal Executive Offices) (Zip Code)

                  HARSCO RETIREMENT SAVINGS AND INVESTMENT PLAN
                            (Full title of the Plan)

                                 Mark E. Kimmel
                     General Counsel and Corporate Secretary
                               Harsco Corporation
                                  P.O. Box 8888
                            Camp Hill, PA 17001-8888
                                 (717) 763-7064
                 (Name, address and telephone number, including
                        area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

Title of Securities      Amount        Proposed      Proposed       Amount of
 to be registered         to be         Maximum       Maximum      Registration
                        registered      Offering     Aggregate         Fee
                           (1)         Price Per     Offering
                                        Unit (2)      Price

Retirement Savings       750,000        $45.20      $33,900,000     $4,295.13
and Investment
Plan, Common
Shares, par value
$1.25 per share
(the "Common
Shares")

(1) Registered herein are 750,000 shares of the Registrant's  Common Shares that
may be issued  pursuant to its  Retirement  Savings and  Investment  Plan.  Also
registered  hereunder  pursuant to Rule 416(c) of the Securities Act of 1933, as
amended (the "Securities  Act") are an  indeterminate  amount of interests to be
offered or sold pursuant to the Harsco  Retirement  Savings and Investment Plan.
Upon a stock  split,  stock  dividend or similar  transaction  in the future and
during the effectiveness of this Registration  Statement involving Common Shares
of the  Registrant,  the  number of  shares  registered  shall be  automatically
increased to cover the



<PAGE>



additional shares in accordance with Rule 416(a) of the Securities Act.

(2)  Estimated  pursuant  to  paragraphs  (c) and (h) of Rule 457 solely for the
purpose of calculating the registration  fee, based upon the average of the high
and low sales for shares of the  Registrant's  Common Shares ($45.20 per share),
as reported on the New York Stock  Exchange on April 26,  2004,  which is within
five  business  days  prior  to the  date of the  filing  of  this  Registration
Statement.


                                     PART I
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION

        The documents  containing the information  specified in Item 1 of Part I
of this  Registration  Statement will be sent or given to participants  who have
the  opportunity to purchase Common Shares under the Harsco  Retirement  Savings
and  Investment  Plan (the "Plan") and, in accordance  with Section 10(a) of the
Securities Act and Rules 424 and 428 promulgated under the Securities Act by the
Securities and Exchange Commission (the "Commission"), are not being filed with,
or included in, this Registration Statement.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        The documents  containing the information  specified in Item 2 of Part I
of  this  Registration  Statement  will  be sent or  given  free  of  charge  to
participants  who have the  opportunity to purchase Common Shares under the Plan
and,  in  accordance  with  Section  10(a)  of the  Securities  Act and Rule 428
promulgated  under the Securities Act, are not being filed with, or included in,
this Registration Statement. All requests can be sent to:

                               Harsco Corporation
                                  P.O. Box 8888
                            Camp Hill, PA 17001-8888
                              Attn: General Counsel


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents,  which  the  Registrant  has  filed  with the
Commission, are incorporated by reference in this Registration Statement:

        (a) The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended


                                       2
<PAGE>



December  31,  2003,  filed with the  Commission  on March 11, 2004  pursuant to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") (SEC File No. 001-03970); and

        (b) The Annual  Report for the Harsco  Corporation  Savings Plan on Form
11-K, to which the Plan is a successor,  for its fiscal year ended  December 31,
2002,  filed  pursuant  to  Section  15(d) of the  Exchange  Act  (SEC  File No.
001-03970); and

        (c) The description of the  Registrant's  Common Shares contained in its
Registration  Statement  on Form S-3,  dated and filed  with the  Commission  on
December  15, 1994  pursuant  to the  Securities  Act (SEC File No.  033-56885),
except as such description relates to contingent preferred stock purchase rights
attached to the Common  Shares,  including any amendment or report filed for the
purpose of updating such description; and

        (d) The  description of the contingent  preferred  stock purchase rights
attached to and evidenced by the  Registrant's  Common Shares,  and the Series A
Junior  Participating   Cumulative   Preferred  Stock  purchasable   thereunder,
contained in the  Registrant's  Registration  Statement  on Form 8-A,  dated and
filed with the  Commission  on September  16, 1997  pursuant to the Exchange Act
(SEC File No. 001-03970),  including any other amendment or report filed for the
purpose of updating such description.

The  information  incorporated  by  reference is  considered  to be part of this
Registration Statement, and information that the Registrant files later with the
Commission  will  automatically  update  and  supersede  this  information.  All
documents the  Registrant  subsequently  files with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant is a Delaware corporation.  Section 145 ("Section 145")
of the  Delaware  General  Corporation  Law  (the  "DGCL")  permits  a  Delaware
corporation  to  indemnify  any person in  connection  with any suit,  action or
proceeding, whether civil, criminal,  administrative or investigative,  to which
the  person  is or is  threatened  to be made a party by reason of the fact


                                       3
<PAGE>



that  such  person  is or was a  director,  officer,  employee,  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer, employee, or agent of another corporation,  partnership,  or
other  enterprise,  against expenses  (including  attorneys'  fees), and against
judgments, fines, and amounts paid in settlement, other than in actions by or in
the right of the corporation,  that are actually and reasonably incurred by such
person in connection with such action, suit or proceeding,  if such person acted
in good faith and in a manner  that the person  reasonably  believed to be in or
not opposed to the best  interest of the  corporation,  and with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe that his or
her conduct was unlawful;  provided, however, that, in the case of actions by or
in the right of the corporation,  no indemnification  shall be made with respect
to any matter as to which such person  shall have been  adjudged to be liable to
the  corporation  unless  and only to the  extent  that the  adjudicating  court
determines that indemnification is proper under the circumstances. Under Section
145, a  corporation  shall  indemnify  any such person who is  successful on the
merits or otherwise in defense of any action,  suit or proceeding referred to in
the Section.

          Section 9 of Article III of the Registrant's By-laws provides that the
Registrant  must  indemnify  its  directors  and officers to the fullest  extent
permitted  by Delaware  law and,  as  permitted  by Section  145,  requires  the
Registrant  to  advance  expenses  incurred  in  defending  a  suit,  action  or
proceeding,  whether  civil or  criminal,  upon receipt of an  undertaking  by a
director  or  officer  to repay  such  expenses  if it is  determined  that such
director or officer is not entitled to indemnification.

          The Registrant's  Restated  Certificate of  Incorporation,  in Article
Thirteenth,  paragraph (b), provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary  duty as a director.  This  provision does not eliminate the
liability  of a director of the  Registrant  (1) for any breach of a  director's
duty of loyalty to the Registrant or its stockholders; (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law; (3) under  Section 174 of the DGCL;  or (4) for any  transaction  in
which a director derived improper personal benefit.

          The  indemnification   provisions  in  the  Registrant's  By-laws  and
Restated  Certificate of Incorporation  are not exclusive of any other rights to
which those indemnified thereunder may be entitled to by law, agreement, vote of
stockholders or otherwise.

          The Registrant has entered into  agreements to indemnify its directors
(each  an  "Indemnified  Representative")  in  addition  to the  indemnification
provided for in the  Registrant's  Restated  Certificate  of  Incorporation  and
By-laws.  Under these  agreements,  the  Registrant  will,  among other  things,
indemnify each Indemnified  Representative  against certain expenses  (including
attorneys' fees and expenses),  judgments, settlement amounts, or fines incurred
by or assessed against an Indemnified Representative in any threatened,  pending
or completed  action or  proceeding,  including  those by or in the right of the
Company,  by reason of the fact that the  Indemnified  Representative  is or was
serving  the  Registrant  as a  director,  officer,  employee  or  agent  of the
Registrant,  or, at the  request  of the  Registrant,  as a  director,  officer,
employee,  agent,  fiduciary,  or in a similar capacity for another corporation,
joint venture, trust, employee benefit plan or other entity.



                                       4
<PAGE>



          In addition,  the Registrant  maintains  liability insurance providing
coverage  up to $50  million  per policy  year  (with  certain  deductibles  and
exceptions) for past,  present and future  directors and officers of the Company
acting in such capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Harsco Retirement Savings and Investment Plan

5.1            Not applicable (no original  issuance  securities will be offered
               and sold under the Plan)

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1           Power of Attorney  (included as a part of the  signature  page of
               this Registration Statement)

ITEM 9. UNDERTAKINGS

        The undersigned Registrant hereby undertakes the following:

        (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i)    To  include  any  prospectus  required  by  Section
                             10(a)(3) of the Securities Act;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of   the
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or  in  the  aggregate,  represent  a
                             fundamental  change in the information set forth in
                             the  Registration  Statement.  Notwithstanding  the
                             foregoing,  any  increase  or decrease in volume of
                             securities  offered (if the total  dollar  value of
                             securities  offered would not exceed that which was
                             registered)  and any deviation from the low or high
                             end of the estimated  maximum offering range may be
                             reflected in the form of prospectus  filed with the
                             Commission  pursuant  to  Rule  424(b)  if,  in the
                             aggregate,   the   changes   in  volume  and  price
                             represent  no




                                       5
<PAGE>



                             more  than a 20%  change in the  maximum  aggregate
                             offering  price  set forth in the  "Calculation  of
                             Registration    Fee"   table   in   the   effective
                             Registration Statement; and

                      (iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  the  Registration  Statement  or  any  material
                             change  to  such  information  in the  Registration
                             Statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act,  that  are   incorporated  by  reference  in  the
Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




                                       6
<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933,as  amended,
Harsco  Corporation  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Camp Hill, State of Pennsylvania,  on this 28th
day of April, 2004.


                        HARSCO CORPORATION
                        A Delaware corporation (Registrant)

                        By: /s/ Mark E. Kimmel
                            -------------------------------
                            Name:  Mark E. Kimmel
                            Title: General Counsel
                                   and Corporate Secretary


                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints Mark E. Kimmel as his or her true and lawful attorney-in-fact with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration  Statement (or any registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule 462(b) under the Securities Act of 1933) and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange  Commission,  hereby granting to said  attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  whatsoever  requisite  or  desirable  to be done in and
about the  premises,  as fully to all  intents and  purposes as the  undersigned
might or could do in person, hereby ratifying and confirming all acts and things
that said  attorneys-in-fact and agents, or either of them, or their substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


Signature                     Title                               Date

/s/ Derek C. Hathaway         Chairman, President and Chief       April 27, 2004
--------------------------    Executive Officer (Principal
Derek C. Hathaway             Executive Officer)

/s/ Salvatore D. Fazzolari    Senior Vice President and Chief     April 27, 2004
--------------------------    Financial Officer
Salvatore D. Fazzolari



                                    7
<PAGE>



Signature                     Title                               Date

/s/ Stephen J. Schnoor        Vice President and Controller       April 27, 2004
--------------------------
Stephen J. Schnoor

/s/ Geoffrey D. H. Butler     Senior Vice President -             April 27, 2004
--------------------------    Operations
Geoffrey D. H. Butler

/s/ Jerry J. Jasinowski       Director                            April 27, 2004
--------------------------
Jerry J. Jasinowski

/s/ D. Howard Pierce          Director                            April 27, 2004
--------------------------
D. Howard Pierce

/s/ Carolyn F. Scanlon        Director                            April 27, 2004
--------------------------
Carolyn F. Scanlon

/s/ James I. Scheiner         Director                            April 27, 2004
--------------------------
James I. Scheiner

/s/ Andrew J. Sordoni III     Director                            April 27, 2004
--------------------------
Andrew J. Sordoni III

/s/ Joseph P. Viviano         Director                            April 27, 2004
--------------------------
Joseph P. Viviano

/s/ Dr. Robert C. Wilburn     Director                            April 27, 2004
--------------------------
Dr. Robert C. Wilburn




                                       8
<PAGE>




                                INDEX TO EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Harsco Retirement Savings and Investment Plan

5.1            Not applicable (no original  issuance  securities will be offered
               and sold under the Plan)

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1           Power of Attorney  (included as a part of the  signature  page of
               this Registration Statement)







                                       9
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 22457}]
{"company-data": {"conformed-name": "HARSCO CORP", "cik": "0000045876", "assigned-sic": "3440", "irs-number": "231483991", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114958", "film-number": "04761121"}, "business-address": {"street1": "P O BOX 8888", "city": "CAMP HILL", "state": "PA", "zip": "17001-8888", "phone": "7177637064"}, "mail-address": {"street1": "PO BOX 8888", "city": "CAMP HILL", "state": "PA", "zip": "17001-8888"}}
As filed with the Securities and Exchange Commission on April 28, 2004.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

               Delaware                                   23-1483991
        (State of Incorporation)            (IRS Employer Identification Number)

                     P.O. Box 8888, Camp Hill, PA 17001-8888
               (Address of Principal Executive Offices) (Zip Code)

                  HARSCO RETIREMENT SAVINGS AND INVESTMENT PLAN
                            (Full title of the Plan)

                                 Mark E. Kimmel
                     General Counsel and Corporate Secretary
                               Harsco Corporation
                                  P.O. Box 8888
                            Camp Hill, PA 17001-8888
                                 (717) 763-7064
                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of Securities      Amount        Proposed      Proposed       Amount of
 to be registered         to be         Maximum       Maximum      Registration
                        registered      Offering     Aggregate         Fee
                           (1)         Price Per     Offering
                                        Unit (2)      Price

Retirement Savings       750,000        $45.20      $33,900,000     $4,295.13
and Investment
Plan, Common
Shares, par value
$1.25 per share
(the "Common
Shares")

(1) Registered herein are 750,000 shares of the Registrant's  Common Shares that
may be issued  pursuant to its  Retirement  Savings and  Investment  Plan.  Also
registered  hereunder  pursuant to Rule 416(c) of the Securities Act of 1933, as
amended (the "Securities  Act") are an  indeterminate  amount of interests to be
offered or sold pursuant to the Harsco  Retirement  Savings and Investment Plan.
Upon a stock  split,  stock  dividend or similar  transaction  in the future and
during the effectiveness of this Registration  Statement involving Common Shares
of the  Registrant,  the  number of  shares  registered  shall be  automatically
increased to cover the
additional shares in accordance with Rule 416(a) of the Securities Act.

(2)  Estimated  pursuant  to  paragraphs  (c) and (h) of Rule 457 solely for the
purpose of calculating the registration  fee, based upon the average of the high
and low sales for shares of the  Registrant's  Common Shares ($45.20 per share),
as reported on the New York Stock  Exchange on April 26,  2004,  which is within
five  business  days  prior  to the  date of the  filing  of  this  Registration
Statement.

                                     PART I
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION

        The documents  containing the information  specified in Item 1 of Part I
of this  Registration  Statement will be sent or given to participants  who have
the  opportunity to purchase Common Shares under the Harsco  Retirement  Savings
and  Investment  Plan (the "Plan") and, in accordance  with Section 10(a) of the
Securities Act and Rules 424 and 428 promulgated under the Securities Act by the
Securities and Exchange Commission (the "Commission"), are not being filed with,
or included in, this Registration Statement.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        The documents  containing the information  specified in Item 2 of Part I
of  this  Registration  Statement  will  be sent or  given  free  of  charge  to
participants  who have the  opportunity to purchase Common Shares under the Plan
and,  in  accordance  with  Section  10(a)  of the  Securities  Act and Rule 428
promulgated  under the Securities Act, are not being filed with, or included in,
this Registration Statement. All requests can be sent to:

                               Harsco Corporation
                                  P.O. Box 8888
                            Camp Hill, PA 17001-8888
                              Attn: General Counsel

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents,  which  the  Registrant  has  filed  with the
Commission, are incorporated by reference in this Registration Statement:

        (a) The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended

                                       2
December  31,  2003,  filed with the  Commission  on March 11, 2004  pursuant to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") (SEC File No. 001-03970); and

        (b) The Annual  Report for the Harsco  Corporation  Savings Plan on Form
11-K, to which the Plan is a successor,  for its fiscal year ended  December 31,
2002,  filed  pursuant  to  Section  15(d) of the  Exchange  Act  (SEC  File No.
001-03970); and

        (c) The description of the  Registrant's  Common Shares contained in its
Registration  Statement  on Form S-3,  dated and filed  with the  Commission  on
December  15, 1994  pursuant  to the  Securities  Act (SEC File No.  033-56885),
except as such description relates to contingent preferred stock purchase rights
attached to the Common  Shares,  including any amendment or report filed for the
purpose of updating such description; and

        (d) The  description of the contingent  preferred  stock purchase rights
attached to and evidenced by the  Registrant's  Common Shares,  and the Series A
Junior  Participating   Cumulative   Preferred  Stock  purchasable   thereunder,
contained in the  Registrant's  Registration  Statement  on Form 8-A,  dated and
filed with the  Commission  on September  16, 1997  pursuant to the Exchange Act
(SEC File No. 001-03970),  including any other amendment or report filed for the
purpose of updating such description.

The  information  incorporated  by  reference is  considered  to be part of this
Registration Statement, and information that the Registrant files later with the
Commission  will  automatically  update  and  supersede  this  information.  All
documents the  Registrant  subsequently  files with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant is a Delaware corporation.  Section 145 ("Section 145")
of the  Delaware  General  Corporation  Law  (the  "DGCL")  permits  a  Delaware
corporation  to  indemnify  any person in  connection  with any suit,  action or
proceeding, whether civil, criminal,  administrative or investigative,  to which
the  person  is or is  threatened  to be made a party by reason of the fact

                                       3
that  such  person  is or was a  director,  officer,  employee,  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer, employee, or agent of another corporation,  partnership,  or
other  enterprise,  against expenses  (including  attorneys'  fees), and against
judgments, fines, and amounts paid in settlement, other than in actions by or in
the right of the corporation,  that are actually and reasonably incurred by such
person in connection with such action, suit or proceeding,  if such person acted
in good faith and in a manner  that the person  reasonably  believed to be in or
not opposed to the best  interest of the  corporation,  and with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe that his or
her conduct was unlawful;  provided, however, that, in the case of actions by or
in the right of the corporation,  no indemnification  shall be made with respect
to any matter as to which such person  shall have been  adjudged to be liable to
the  corporation  unless  and only to the  extent  that the  adjudicating  court
determines that indemnification is proper under the circumstances. Under Section
145, a  corporation  shall  indemnify  any such person who is  successful on the
merits or otherwise in defense of any action,  suit or proceeding referred to in
the Section.

          Section 9 of Article III of the Registrant's By-laws provides that the
Registrant  must  indemnify  its  directors  and officers to the fullest  extent
permitted  by Delaware  law and,  as  permitted  by Section  145,  requires  the
Registrant  to  advance  expenses  incurred  in  defending  a  suit,  action  or
proceeding,  whether  civil or  criminal,  upon receipt of an  undertaking  by a
director  or  officer  to repay  such  expenses  if it is  determined  that such
director or officer is not entitled to indemnification.

          The Registrant's  Restated  Certificate of  Incorporation,  in Article
Thirteenth,  paragraph (b), provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary  duty as a director.  This  provision does not eliminate the
liability  of a director of the  Registrant  (1) for any breach of a  director's
duty of loyalty to the Registrant or its stockholders; (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law; (3) under  Section 174 of the DGCL;  or (4) for any  transaction  in
which a director derived improper personal benefit.

          The  indemnification   provisions  in  the  Registrant's  By-laws  and
Restated  Certificate of Incorporation  are not exclusive of any other rights to
which those indemnified thereunder may be entitled to by law, agreement, vote of
stockholders or otherwise.

          The Registrant has entered into  agreements to indemnify its directors
(each  an  "Indemnified  Representative")  in  addition  to the  indemnification
provided for in the  Registrant's  Restated  Certificate  of  Incorporation  and
By-laws.  Under these  agreements,  the  Registrant  will,  among other  things,
indemnify each Indemnified  Representative  against certain expenses  (including
attorneys' fees and expenses),  judgments, settlement amounts, or fines incurred
by or assessed against an Indemnified Representative in any threatened,  pending
or completed  action or  proceeding,  including  those by or in the right of the
Company,  by reason of the fact that the  Indemnified  Representative  is or was
serving  the  Registrant  as a  director,  officer,  employee  or  agent  of the
Registrant,  or, at the  request  of the  Registrant,  as a  director,  officer,
employee,  agent,  fiduciary,  or in a similar capacity for another corporation,
joint venture, trust, employee benefit plan or other entity.

                                       4
In addition,  the Registrant  maintains  liability insurance providing
coverage  up to $50  million  per policy  year  (with  certain  deductibles  and
exceptions) for past,  present and future  directors and officers of the Company
acting in such capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Harsco Retirement Savings and Investment Plan

5.1            Not applicable (no original  issuance  securities will be offered
               and sold under the Plan)

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1           Power of Attorney  (included as a part of the  signature  page of
               this Registration Statement)

ITEM 9. UNDERTAKINGS

        The undersigned Registrant hereby undertakes the following:

        (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i)    To  include  any  prospectus  required  by  Section
                             10(a)(3) of the Securities Act;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of   the
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or  in  the  aggregate,  represent  a
                             fundamental  change in the information set forth in
                             the  Registration  Statement.  Notwithstanding  the
                             foregoing,  any  increase  or decrease in volume of
                             securities  offered (if the total  dollar  value of
                             securities  offered would not exceed that which was
                             registered)  and any deviation from the low or high
                             end of the estimated  maximum offering range may be
                             reflected in the form of prospectus  filed with the
                             Commission  pursuant  to  Rule  424(b)  if,  in the
                             aggregate,   the   changes   in  volume  and  price
                             represent  no

                                       5
more  than a 20%  change in the  maximum  aggregate
                             offering  price  set forth in the  "Calculation  of
                             Registration    Fee"   table   in   the   effective
                             Registration Statement; and

                      (iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  the  Registration  Statement  or  any  material
                             change  to  such  information  in the  Registration
                             Statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act,  that  are   incorporated  by  reference  in  the
Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933,as  amended,
Harsco  Corporation  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Camp Hill, State of Pennsylvania,  on this 28th
day of April, 2004.

                        HARSCO CORPORATION
                        A Delaware corporation (Registrant)

                        By: /s/ Mark E. Kimmel
                            -------------------------------
                            Name:  Mark E. Kimmel
                            Title: General Counsel
                                   and Corporate Secretary

                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints Mark E. Kimmel as his or her true and lawful attorney-in-fact with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration  Statement (or any registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule 462(b) under the Securities Act of 1933) and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange  Commission,  hereby granting to said  attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  whatsoever  requisite  or  desirable  to be done in and
about the  premises,  as fully to all  intents and  purposes as the  undersigned
might or could do in person, hereby ratifying and confirming all acts and things
that said  attorneys-in-fact and agents, or either of them, or their substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                     Title                               Date

/s/ Derek C. Hathaway         Chairman, President and Chief       April 27, 2004
--------------------------    Executive Officer (Principal
Derek C. Hathaway             Executive Officer)

/s/ Salvatore D. Fazzolari    Senior Vice President and Chief     April 27, 2004
--------------------------    Financial Officer
Salvatore D. Fazzolari

                                    7
Signature                     Title                               Date

/s/ Stephen J. Schnoor        Vice President and Controller       April 27, 2004
--------------------------
Stephen J. Schnoor

/s/ Geoffrey D. H. Butler     Senior Vice President -             April 27, 2004
--------------------------    Operations
Geoffrey D. H. Butler

/s/ Jerry J. Jasinowski       Director                            April 27, 2004
--------------------------
Jerry J. Jasinowski

/s/ D. Howard Pierce          Director                            April 27, 2004
--------------------------
D. Howard Pierce

/s/ Carolyn F. Scanlon        Director                            April 27, 2004
--------------------------
Carolyn F. Scanlon

/s/ James I. Scheiner         Director                            April 27, 2004
--------------------------
James I. Scheiner

/s/ Andrew J. Sordoni III     Director                            April 27, 2004
--------------------------
Andrew J. Sordoni III

/s/ Joseph P. Viviano         Director                            April 27, 2004
--------------------------
Joseph P. Viviano

/s/ Dr. Robert C. Wilburn     Director                            April 27, 2004
--------------------------
Dr. Robert C. Wilburn

                                       8
INDEX TO EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Harsco Retirement Savings and Investment Plan

5.1            Not applicable (no original  issuance  securities will be offered
               and sold under the Plan)

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1           Power of Attorney  (included as a part of the  signature  page of
               this Registration Statement)

                                       9