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CORRESP
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HERCULES INCORPORATED

HERCULES PLAZA

1313 North Market Street

Wilmington, DE 19894-0001

(302) 594-5000

April 29, 2005

Mr.
Ryan Rohn

Division
of Corporation Finance

United
States Securities and Exchange Commission

450
Fifth Street, N.W.

Washington,
D.C. 20549

Re:                               Hercules Incorporated

Form 8-K Item 4.01 filed April 22, 2005

File No. 001-00496

Dear
Mr. Rohn:

This letter responds to your comment letter dated April 25,
2005 with respect to the above-captioned filing.

In response to your comment, on behalf of Hercules
Incorporated (the “Company”), we acknowledge that:

•                  the
Company is responsible for the adequacy and accuracy of the disclosures in the
filing;

•                  staff
comments or changes to disclosure in response to staff comments in the filing
do not foreclose the Commission from taking any action with respect to the
filing; and

•                  the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

As indicated in the aforementioned filing,
PricewaterhouseCoopers LLP (“PwC”) will remain engaged as the Company’s
independent registered public accounting firm through the completion of
services related to the review of the Company’s financial statements for the
first quarter ended March 31, 2005. It is anticipated that PwC’s
engagement will terminate upon the filing of the Company’s Form 10-Q for the
first quarter ended March 31, 2005. At the time of termination, the
Company will file an amended Form 8-K and will request from PwC an updated
Exhibit 16 to the Form 8-K in accordance with Item 304 of Regulation S-K.

Furthermore, the Company plans to file a Form 8-K,
Item 4.01 upon the signing of an engagement letter with BDO Seidman, LLP (“BDO”)
as the Company’s independent registered public accounting firm for the year
ending December 31, 2005. As indicated in the filing referenced above, BDO
was unanimously approved by the Company’s Audit Committee to serve in this
capacity on April 18, 2005.

Any questions on the response detailed above should
be addressed to the undersigned at (302) 594-6491.

  Very truly yours,

  /s/ Allen A. Spizzo

  Allen A. Spizzo

  Vice President and Chief Financial Officer

Attachments

  cc:

  Richard G. Dahlen, Chief Legal Officer, Hercules Incorporated

  Justin P. Klein, Ballard
  Spahr Andrews & Ingersoll, LLP

  Dean C. Simone,
  PricewaterhouseCoopers, LLP