Edgar Filing: SCHNOOR STEPHEN J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHNOOR STEPHEN J

2. Issuer Name and Ticker or Trading Symbol
HARSCO CORP [HSC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. V.P., CFO and Treasurer

(Last)

(First)

(Middle)

350 POPLAR CHURCH ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2011

(Street)

CAMP HILL, PA 17011

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								12,033.9144	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy) ⁽¹⁾

$ 31.75 ⁽¹⁾

01/25/2011⁽¹⁾

⁽¹⁾

A⁽¹⁾

3,149 ⁽¹⁾

01/25/2014⁽¹⁾

01/24/2018⁽¹⁾

Common Stock, $1.25 par value ⁽¹⁾

3,149 ⁽¹⁾

⁽¹⁾

3,149 ⁽¹⁾

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 31.75 ⁽¹⁾

01/25/2011⁽¹⁾

⁽¹⁾

A⁽¹⁾

41,851 ⁽¹⁾

01/25/2014⁽¹⁾

01/24/2018⁽¹⁾

Common Stock, $1.25 par value ⁽¹⁾

41,851 ⁽¹⁾

$ 31.75 ⁽¹⁾

41,851 ⁽¹⁾

Restricted Stock Units ⁽²⁾

⁽²⁾

01/27/2010⁽²⁾

01/27/2012⁽²⁾

Common Stock, $1.25 par value ⁽²⁾

3,333.33

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHNOOR STEPHEN J 350 POPLAR CHURCH ROAD CAMP HILL, PA 17011			Sr. V.P., CFO and Treasurer

Signatures

Stephen J. Schnoor		01/27/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Stock option granted pursuant to Harsco Corporation 1995 Executive Incentive Compensation Plan in a tranaction exempt under Rule 16b-3.
(2)	Represents restricted stock units granted in 2009 under the 1995 Executive Incentive Compensation Plan. Grant has three year pro-rata vesting. No dividends are paid on the units until the RSUs vest.

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