UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Filed by a party other than the Registrant [  ]
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[   ] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[   ] Definitive Proxy Statement
[X] Definitive Additional Materials
[   ] Soliciting Material Pursuant to Rule 14a-12

HERCULES INCORPORATED

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July 14, 2003

Dear Fellow Shareholder:

       We want to let you know about two significant recent developments.

       First, Institutional Shareholder Services (ISS), the nation’s leading independent proxy voting advisor, has recommended that Hercules shareholders vote FOR our director nominees and against Sam Heyman’s slate of dissidents.

       Second, Hercules recently announced that it expects fully diluted earnings per share from ongoing operations for both the second quarter and full year 2003 to be above consensus analyst estimates, reflecting our continuing progress in improving the performance of your company.

ISS BACKS HERCULES’ DIRECTOR NOMINEES

       ISS is a respected independent firm that provides proxy advisory services to institutional investors, mutual funds, and other fiduciaries. In preparing its recommendation, ISS rigorously examines issues and the competing claims of the parties in a proxy fight and meets with representatives of each side. In its recently issued report, ISS recommended a vote FOR our director nominees, stating:

       According to ISS, Hercules ranks higher in corporate governance than more than 99% of all the companies in the S&P 500.

       You should also be aware that the Special Committee has approved amending Hercules’ by-laws so that directors will be elected by plurality vote. The amendment to the by-laws will be effective upon ratification of the Special Committee’s action by the Board of Directors, which will occur prior to this year’s Annual Meeting.

OUR DIRECTOR NOMINEES ARE STRONG AND INDEPENDENT

OUR FINANCIAL PERFORMANCE CONTINUES TO IMPROVE

       The financial community has widely acknowledged that over the last two years the people of Hercules have done an outstanding job to restore our Company’s financial and operational health. Our balance sheet is much stronger; sales and operating profits from our ongoing businesses are growing strongly and are outpacing many of our peers; our businesses are generating positive cash flows; and we now have a solid foundation for growth and are creating many opportunities to increase Hercules’ value.

       On July 10, 2003, Hercules’ management announced that it expects to report earnings for the second quarter ended June 30, 2003, in the range of $0.27 to $0.29 per fully diluted share. Earnings from ongoing operations* are expected by Hercules’ management to be in the range of $0.21 to $0.23 per fully diluted share, above the First Call consensus analyst estimate for ongoing operations of $0.19 per fully diluted share. If market conditions hold, Hercules’ management also expects to exceed First Call’s consensus estimate for full-year 2003 earnings from ongoing operations of $0.72 per fully diluted share.

       Hercules’ management reported that improved earnings in the second quarter were driven by higher sales, improved operating profits, and lower taxes in the quarter. Net sales in the second quarter are expected by Hercules’ management to increase approximately 8% compared to net sales of $437 million for the same period last year. Net sales growth was driven largely by the Euro’s appreciation against the U.S. dollar and also higher prices and higher volumes. Hercules’ management also reported that year-to-date net sales are up approximately 9% compared to the same period in 2002.

       The people of Hercules continue to deliver excellent results in a difficult environment. Through their efforts, Hercules’ management reported that the Company is well on its way to achieving its stated target of annual double-digit growth in earnings and operating profits from ongoing operations.

HEYMAN SEEKS CONTROL OF YOUR COMPANY — AND OFFERS YOU
NO CONTROL PREMIUM IN RETURN

       In asking you to turn over control of your company to him, Heyman is not offering to pay you any control premium — nor has he offered a coherent business plan, other than a promise to replace current management despite the excellent progress Hercules has made. Instead, he has repeatedly criticized well-regarded strategic decisions, attacked management and been disruptive in the boardroom as we continue down our proven path to strengthen your company and deliver increased value to shareholders.

       Heyman’s goal to replace Bill Joyce is ill-advised. The Hercules Board selected Dr. Joyce as CEO in 2001 on the basis of his distinguished career in the chemical industry, his qualifications in turnaround situations, his ability to substantially grow businesses and his proven track record of significantly increasing value for shareholders. Our view is shared by many in the financial community, as evidenced by the following comment from a well-respected chemical industry analyst:

       The people of Hercules have worked hard to turn your Company around — and they have delivered outstanding results. Don’t let Sam Heyman stop the progress.

SUPPORT HERCULES' DIRECTOR NOMINEES BY VOTING
YOUR GOLD PROXY CARD TODAY

       We urge you to follow ISS’s recommendation and continue the progress Hercules has made by voting for our nominees using the enclosed GOLD proxy card. Please return your signed and dated GOLD proxy card in the enclosed postage-paid envelope today.

       If you have previously signed a white proxy card sent to you by Heyman, you have every right to change your vote. Simply sign, date and mail the enclosed GOLD proxy card, which will automatically revoke any earlier-dated proxy cards that you may have signed.

       Thank you for your continued support.

       Sincerely,

THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF HERCULES INCORPORATED

	Richard M. Fairbanks		Alan R. Hirsig		Edith E. Holiday (Chair)		John C. Hunter, III
	Robert D. Kennedy		Jeffrey M. Lipton		Peter McCausland		Joe B. Wyatt

Important Note: This letter includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, as amended, reflecting management’s current analysis and expectations, based on what management believes to be reasonable assumptions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors, which may cause the actual results to differ materially from those projected, stated or implied, depending on such factors as: ability to generate cash, ability to raise capital, ability to refinance, the result of the pursuit of strategic alternatives, the outcome of the pending proxy contest, ability to execute work process redesign and reduce costs, business climate, business performance, economic and competitive uncertainties, higher manufacturing costs, reduced level of customer orders, changes in strategies, risks in developing new products and technologies, environmental and safety regulations and clean-up costs, foreign exchange rates, the impact of changes in the value of pension fund assets and liabilities, changes in generally accepted accounting principles, adverse legal and regulatory developments, including increases in the number or financial exposures of claims, lawsuits, settlements or judgments, or the inability to eliminate or reduce such financial exposures by collecting indemnity payments from insurers, the impact of increased accruals and reserves for such exposures, and adverse changes in economic and political climates around the world, including terrorist activities and international hostilities. Accordingly, there can be no assurance that the Company will meet future results, performance or achievements expressed or implied by such forward-looking statements. As appropriate, additional factors are contained in other reports filed by the Company with the Securities and Exchange Commission. This paragraph is included to provide safe harbor for forward-looking statements, which are not generally required to be publicly revised as circumstances change, and which the Company does not intend to update.