- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * KENNEDY ROBERT D	2. Issuer Name and Ticker or Trading Symbol HERCULES INC [ HPC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 1313 N. MARKET ST.	3. Date of Earliest Transaction (MM/DD/YYYY) 11/13/2008
(Street) WILMINGTON, DE 19894 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	11/13/2008		D		34455	D	(1)	24652	D
Common Stock	11/13/2008		D		596	D	$0.00	24056	D
Common Stock (RSUs)	11/13/2008		D		24056	D	$20.55	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$8.52	11/13/2008		D			3000	11/5/2002	11/5/2011	Common Stock	3000	$12.03	0	D
Stock Options	$9.49	11/13/2008		D			3000	11/5/2003	11/5/2012	Common Stock	3000	$11.06	0	D
Common Stock	$10.09	11/13/2008		D			3000	11/4/2004	11/4/2013	Common Stock	3000	$10.46	0	D
Stock Options	$14.25	11/13/2008		D			3000	11/14/2005	11/12/2014	Common Stock	3000	$6.30	0	D
Stock Options	$10.82	11/13/2008		D			3000	11/7/2006	11/7/2015	Common Stock	3000	$9.73	0	D
Stock Options	$17.81	11/13/2008		D			3000	10/26/2007	10/26/2016	Common Stock	3000	$2.74	0	D
Stock Options	$19.45	11/13/2008		D			3000	10/29/2008	10/30/2017	Common Stock	3000	$1.10	0	D

Explanation of Responses:

( 1)

Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 10, 2008, among Ashland Inc. ("Ashland"), Ashland Sub One, Inc. and Hercules Incorporated ("Hercules") in exchange for $18.60 in cash per share of Hercules common stock, 0.0930 of a share of Ashland common stock, having a market value of $1.6647 per share on the effective date of the merger, per share of Hercules common stock and cash in lieu of fractional shares of Ashland common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KENNEDY ROBERT D 1313 N. MARKET ST. WILMINGTON, DE 19894	X

Signatures
/s/ Israel J. FLoyd, Acting as Attorney in Fact for Robert D. Kennedy		11/17/2008
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
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