SECURITIES AND EXCHANGE COMMISSION 
  
                           WASHINGTON, D.C. 20549 
  
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
                   PURSUANT TO SECTION 13 OR 15(d) OF THE 
                    SECURITIES AND EXCHANGE ACT OF 1934 
  
  
 Date of Report (Date of earliest event reported):   July 30, 1998 
  
  
                           HERCULES INCORPORATED
             (Exact Name of Registrant as Specified in Charter)
  
  
 Delaware                          1-496              51-0023450
 (State or Other Jurisdiction   (Commission         (IRS Employer 
 of Incorporation)              File Number)        Identification Number) 
  
  
   Hercules Plaza, 1313 North Market Street, Wilmington, DE      19894-0001 
   (Address of principal executive offices)                      (Zip Code)
  
  
 Registrant's Telephone number, including area code   (302) 594-5000 
  
  
  
  

 Item 5.   Other Events. 
  
      On July 30, 1998, Hercules Incorporated  ("Hercules") entered into a
 definitive Agreement and Plan of Merger (the "Merger Agreement") with
 BetzDearborn Inc. ("BetzDearborn") providing for, among other things, the
 merger of a wholly owned subsidiary of Hercules with and into BetzDearborn,
 with BetzDearborn becoming a wholly owned subsidiary of Hercules (the
 "Merger").  In the Merger, holders of common shares of BetzDearborn,
 including shares issued upon the conversion immediately prior to the
 effective time of the Merger of shares of Series A ESOP Convertible
 Preferred Stock of BetzDearborn, will receive for each such share $72 in
 cash, without interest.  
  
      Consummation of the Merger is subject to certain conditions, including
 approval of the Merger by shareholders of BetzDearborn and the receipt of
 regulatory approvals, including the expiration or termination of the
 applicable waiting period under the Hart-Scott-Rodino Antitrust
 Improvements Act of 1976, as amended. 
  
      A joint press release, dated July 30, 1998, announcing the Merger was
 issued by Hercules and BetzDearborn and is filed as an exhibit hereto and
 incorporated by reference herein. 
  
  
 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
           (a) Not applicable. 
  
           (b) Not applicable. 
  
           (c) Exhibits. 
  
           99.1  Joint Press Release of Hercules Incorporated and
                 BetzDearborn, Inc. dated July 30, 1998.

  
                                 SIGNATURES
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
  
  
                                       HERCULES INCORPORATED 
  
  
 Dated:  July 30, 1998                 By: /s/ Israel J. Floyd 
                                           ________________________
                                           Israel J. Floyd 
                                           Corporate Secretary 
  


                             Index to Exhibits
  
  
 Exhibit                       Exhibit 
 Number 
  
   99.1      Joint Press Release of Hercules Incorporated and
             BetzDearborn Inc. dated July 30, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3311}]
{"company-data": {"conformed-name": "HERCULES INC", "cik": "0000046989", "assigned-sic": "2890", "irs-number": "510023450", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00496", "film-number": "98674426"}, "business-address": {"street1": "1313 N MARKET ST", "street2": "HERCULES PLZ", "city": "WILMINGTON", "state": "DE", "zip": "19894", "phone": "3025945000"}, "mail-address": {"street1": "HERCULES PLAZA", "street2": "RM 8151 NW", "city": "WILMINGTON", "state": "DE", "zip": "19894-0001"}, "former-company": {"former-conformed-name": "HERCULES POWDER CO", "date-changed": "19680321"}}
SECURITIES AND EXCHANGE COMMISSION 
  
                           WASHINGTON, D.C. 20549 
  
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
                   PURSUANT TO SECTION 13 OR 15(d) OF THE 
                    SECURITIES AND EXCHANGE ACT OF 1934 
  
  
 Date of Report (Date of earliest event reported):   July 30, 1998 
  
  
                           HERCULES INCORPORATED
             (Exact Name of Registrant as Specified in Charter)
  
  
 Delaware                          1-496              51-0023450
 (State or Other Jurisdiction   (Commission         (IRS Employer 
 of Incorporation)              File Number)        Identification Number) 
  
  
   Hercules Plaza, 1313 North Market Street, Wilmington, DE      19894-0001 
   (Address of principal executive offices)                      (Zip Code)
  
  
 Registrant's Telephone number, including area code   (302) 594-5000 
  
  
  
  

 Item 5.   Other Events. 
  
      On July 30, 1998, Hercules Incorporated  ("Hercules") entered into a
 definitive Agreement and Plan of Merger (the "Merger Agreement") with
 BetzDearborn Inc. ("BetzDearborn") providing for, among other things, the
 merger of a wholly owned subsidiary of Hercules with and into BetzDearborn,
 with BetzDearborn becoming a wholly owned subsidiary of Hercules (the
 "Merger").  In the Merger, holders of common shares of BetzDearborn,
 including shares issued upon the conversion immediately prior to the
 effective time of the Merger of shares of Series A ESOP Convertible
 Preferred Stock of BetzDearborn, will receive for each such share $72 in
 cash, without interest.  
  
      Consummation of the Merger is subject to certain conditions, including
 approval of the Merger by shareholders of BetzDearborn and the receipt of
 regulatory approvals, including the expiration or termination of the
 applicable waiting period under the Hart-Scott-Rodino Antitrust
 Improvements Act of 1976, as amended. 
  
      A joint press release, dated July 30, 1998, announcing the Merger was
 issued by Hercules and BetzDearborn and is filed as an exhibit hereto and
 incorporated by reference herein. 
  
  
 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
           (a) Not applicable. 
  
           (b) Not applicable. 
  
           (c) Exhibits. 
  
           99.1  Joint Press Release of Hercules Incorporated and
                 BetzDearborn, Inc. dated July 30, 1998.

  
                                 SIGNATURES
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
  
  
                                       HERCULES INCORPORATED 
  
  
 Dated:  July 30, 1998                 By: /s/ Israel J. Floyd 
                                           ________________________
                                           Israel J. Floyd 
                                           Corporate Secretary 
  

                             Index to Exhibits
  
  
 Exhibit                       Exhibit 
 Number 
  
   99.1      Joint Press Release of Hercules Incorporated and
             BetzDearborn Inc. dated July 30, 1998.