UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): April 26, 2011

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On April 26, 2011, Cabot Corporation issued a press release announcing its operating results for its second quarter ended March 31, 2011.  A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

     99.1               Press release issued by Cabot Corporation on April 26, 2011

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.

Date:  April 26, 2011

EXHIBIT INDEX

Exhibit 99.1

Cabot Corp Announces 2nd Quarter Earnings and New Financial Targets

EPS of $0.76, $0.83 Adjusted EPS

Robust demand and margin improvements lift quarterly results

BOSTON--(BUSINESS WIRE)--April 26, 2011--Cabot Corporation (NYSE: CBT) today announced results for its second quarter of fiscal 2011.

Key Highlights

• Strong pricing and margin performance across the portfolio
• Quarterly revenue growth of 23% in New Business Segment compared to fiscal 2010
• Carbon black capacity expansion plans will add 15% to capacity by end of 2013
• New targets: $4.50 adjusted EPS in fiscal 2014 and sustained adjusted ROIC >13%

Commenting on the results, Patrick Prevost, Cabot’s President and CEO, stated, “We are pleased with our operating results this quarter. Our strong financial performance over the past 18 months is the result of our efforts to reduce earnings volatility, improve operational efficiency, restructure our asset base and re-focus the New Business Segment. Our solid execution of strategy has allowed us to meet our $3 adjusted EPS and 13% adjusted ROIC targets earlier than expected.”

Prevost continued, “Now that we have successfully re-positioned the company at a higher level of profitability we believe we are poised for growth, which is the next phase of our long-term plan. Several weeks ago, we announced a $180 million expansion of our global carbon black capacity that will complement ongoing fumed silica and masterbatch investments. Beyond that, we are continuing to invest in process and product technology across the portfolio and are seeing strong revenue performance in the New Business Segment. As our next set of financial targets, we have committed to delivering $4.50 of adjusted earnings per share in fiscal year 2014 while maintaining our adjusted ROIC at a minimum of 13%. Our strategy, ability to execute and strong balance sheet have served us well over the last three years and give us confidence in our continued ability to create significant value for our shareholders.”

“Turning to the second quarter’s results, volumes in our key businesses remained solid. We are operating at high utilization levels and are focused on asset reliability to meet our customers’ needs. The announced carbon black capacity investments will add 15% to our capacity in the fastest growing regions of the world over the coming two years. Our strategic focus on margin improvement is significantly improving the bottom line. In Rubber Blacks, we are increasing margins through pricing, energy center cost reductions and process technology investments. Our strong balance sheet is helping us manage higher working capital needs while ensuring our ability to pursue the capital investments necessary for our future growth. The Supermetals Business is reaping the benefits of its repositioning into higher margin products. The Performance Segment is continuing to deliver high value products to provide solutions to our global customer base. Higher margins are being achieved through value pricing and commercialization of new products. Our Aerogel, Inkjet Colorants, Cabot Elastomer Composites and security business activities are showing strong commercial success. We are continuing to invest resources in growth sectors such as energy storage, solar, defense and mining where innovative performance materials are key to the success of our customers and partners.” Prevost concluded.

Financial Detail

For the second quarter of fiscal 2011, net income attributable to Cabot Corporation was $51 million ($0.76 per diluted common share) which includes a $0.07 charge principally for restructuring costs. Adjusted EPS was $0.83 per share.

Segment Results

Core Segment- Second quarter fiscal 2011 EBIT in the Rubber Blacks Business increased by $12 million when compared to the same quarter of fiscal 2010. The increase was driven principally by higher unit margins from higher prices, a favorable product mix and energy center benefits. During the quarter the Rubber Blacks business also recognized $3 million of milestone payment revenue from its CEC new business development activities. These positive factors more than offset the impact of higher raw material costs and 2% lower volumes when compared to the second quarter of fiscal 2010. Regionally, volumes in China increased by 4%, while volumes in North America increased by 1% and those in South America were flat. Volumes in Southeast Asia decreased by 16% due to capacity closures in fiscal 2010, while those in the Europe, Middle East and Africa region declined by 6%. Volumes in Japan were down 3% due to power and logistical constraints related to the earthquake and tsunami. When compared to the first quarter of fiscal 2011, EBIT also increased by $12 million. Higher unit margins driven by higher pricing and a favorable product mix more than offset the effect of higher raw material costs. Sequentially, global volumes were 3% lower principally as a result of the Chinese New Year holiday and the effect of earthquake related disruptions in the Japanese market.

In the Supermetals Business, EBIT increased by $17 million when compared to the second quarter of fiscal 2010. The increase was driven by improved margins from higher pricing, a favorable product mix and lower costs. The business continues to be successful at implementing its strategy, shifting its portfolio toward higher value products. Sequentially, profitability decreased by $2 million. When compared to the first quarter of fiscal 2011, lower volumes that have resulted from product portfolio optimization efforts and higher ore costs more than offset the favorable margin impact of higher pricing and improved product mix.

Performance Segment- Second quarter fiscal 2011 EBIT in the Performance Segment increased by $5 million when compared to the same quarter of fiscal 2010. The increase was driven principally by higher volumes in the Performance Products Business and higher unit margins from price increases and a favorable product mix. These favorable factors more than offset the impact of higher raw material costs, including a $5 million unfavorable LIFO impact during the second quarter of fiscal 2011. Volumes in the Performance Products Business increased by 8% when compared to the second quarter of fiscal 2010, while volumes in the Fumed Metal Oxides Business were down 1% principally due to customer inventory replenishment in fiscal 2010. Sequentially, EBIT increased by $7 million due principally to higher volumes and increased unit margins. Volumes in Performance Products were 16% higher, while volumes in Fumed Metal Oxides increased by 2% when compared to the first quarter of fiscal 2011.

Specialty Fluids Segment- For the second quarter of fiscal 2011, EBIT in the Specialty Fluids Segment decreased by $4 million and $5 million when compared to the second quarter of fiscal 2010 and the first quarter of fiscal 2011, respectively. The decreases in both comparative periods were due to product mix and size of jobs, mainly in the North Sea.

New Business Segment- Second quarter fiscal 2011 revenues in the New Business Segment increased by 23% ($5 million) and 35% ($7 million) when compared to the same quarter of fiscal 2010 and the first quarter of fiscal 2011, respectively. The growth in both periods was driven by increased revenues across all businesses including higher volumes in the Inkjet Colorants Business, higher revenues from oil and gas insulation projects in the Aerogel Business and increased revenues from security related products in Superior MicroPowders.

Cash Performance- The Company ended the second quarter of fiscal 2011 with a cash balance of $366 million. The cash benefit of strong operating results more than offset an $86 million sequential increase in working capital, driven by the impact of higher carbon black raw material costs on inventory values and accounts receivable balances.

Taxes- During the second quarter of fiscal 2011, the Company recorded a net tax provision of $17 million, including discrete tax benefits of $1 million. The tax rate on continuing operations was 24% for the second quarter of fiscal 2011. Excluding discrete tax benefits and the impact of certain items, the quarterly operating tax rate was 26%.

Market Outlook

Commenting on the outlook for the Company’s end markets, Prevost said, “Our end markets remain robust with some differences by geography. The tire and automotive sectors remain strong. We have recovered to 2008 volume levels and foreseeable demand should ensure ongoing high utilization rates of our assets. The electronics market continues to show strong demand growth for high performance devices such as smartphones and tablets that will benefit our business. In the construction and infrastructure markets activity remains slow in North America and Europe, but emerging regions are showing solid growth. Overall, our strong geographic footprint and leading positions in the fastest growing regions of the world are benefiting us. We will begin commissioning our capacity additions in carbon black, fumed silica and masterbatch over the coming six months providing us additional opportunities to meet the robust demand in our key end markets.”

Earnings Call

The Company will host a conference call with industry analysts at 2:00 p.m. Eastern time on Wednesday, April 27, 2011. The call can be accessed through Cabot’s investor relations website at http://investor.cabot-corp.com

Cabot Corporation, headquartered in Boston, Massachusetts, is a global specialty chemicals and performance materials company. Cabot’s major products are carbon black, capacitor materials, fumed silica, cesium formate drilling fluids, inkjet colorants and aerogels. The Company’s website address is: http://www.cabot-corp.com

Forward-Looking Statements- This earnings release contains forward-looking statements based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including our ability to meet our long-term financial targets, strategy for growth, anticipated capital spending, market position, demand for our products, when we expect commissioning of our capacity additions to occur, and expected financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. Forward-looking statements are based on our current expectations, assumptions, estimates and projections about Cabot's businesses and strategies, market trends and conditions, economic conditions and other factors. These statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control and difficult to predict. If known or unknown risks materialize, or should underlying assumptions prove inaccurate, our actual results could differ materially from past results and from those expressed in the forward-looking statement. Important factors that could cause our results to differ materially from those expressed in the forward-looking statements include, but are not limited to changes in raw material costs; costs associated with the research and development of new products, including regulatory approval and market acceptance; competitive pressures; delays in the successful integration of structural changes, including restructuring plans, and joint ventures; delays in the completion or start-up of our capacity expansion projects; the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which the company does business; and severe weather events that cause business interruptions, including plant and power outages, or disruptions in supplier or customer operations. These factors are discussed more fully in the reports we file with the Securities and Exchange Commission, particularly our latest annual report on Form 10-K.

Explanation of Terms Used- The term “LIFO” includes two factors: (i) the impact of current inventory costs being recognized immediately in cost of goods sold (“COGS”) under a last-in first-out (“LIFO”) method, compared to the older costs that would have been included in COGS under a first-in first-out (“FIFO”) method (“COGS impact”); and (ii) the impact of reductions in inventory quantities, causing historical inventory costs to flow through COGS (“liquidation impact”). The consolidated impact of using the LIFO method to value inventories in the US instead of the FIFO method for the second quarter of fiscal 2011 was an unfavorable $6 million and is comprised of an unfavorable $14 million COGS impact partially offset by a favorable $8 million liquidation impact. This compares to a $2 million favorable impact for the second quarter of fiscal 2010, comprised of a favorable $4 million liquidation impact, partially offset by an unfavorable $2 million COGS impact.

The term “quarterly operating tax rate” represents the tax rate on our recurring operating results. This rate excludes discrete tax items, which are unusual and infrequent items that are excluded from the estimated annual effective tax rate and other tax items, including the impact of the timing of losses in certain jurisdictions, cumulative rate adjustment and the impact of certain items on both operating income and tax provision.

The term “product mix” refers to the various types and grades, or mix, of products sold in a particular Business or Segment during the period, and the positive or negative impact of that mix on the revenue or profitability of the Business or Segment.

Use of Non-GAAP Financial Measures- The preceding discussion of our results and the accompanying financial tables report adjusted EPS and include information about adjusted return on invested capital ("adjusted ROIC"), which are non-GAAP financial measures. Our chief operating decision-maker uses adjusted EPS to evaluate the performance of the Company in terms of profitability and adjusted ROIC to measure the effectiveness of our use of capital. We believe that these measures also assist our investors in evaluating the changes in our results and the Company’s performance.

Both EPS and adjusted EPS are calculated on a diluted share basis. In calculating adjusted EPS we exclude certain items, meaning items that management considers to be unusual and not representative of the Company’s ongoing operating results. A reconciliation of adjusted EPS to EPS from continuing operations, the most directly comparable GAAP financial measure, and the certain items that are excluded from our calculation of adjusted EPS, are provided in the table titled Certain Items and Reconciliation.

In calculating adjusted ROIC, we divide four quarter rolling net income (loss) attributable to Cabot Corporation (less the after tax noncontrolling interest in net income, after tax net interest expense and after tax certain items) by the previous five quarters’ average of Cabot Corporation stockholders’ equity plus noncontrolling interest's equity plus debt, less cash and cash equivalents and the four quarter rolling impact of after tax certain items. The certain items that are excluded from the numbers we use to calculate adjusted ROIC are provided in the table titled Certain Items and Reconciliation. ROIC is not a measure of financial performance under GAAP and may not be defined and calculated by other companies in the same manner.