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): July 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 July 26, 2011, Cabot Corporation issued a press release announcing its operating results for its third quarter ended June 30, 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 July 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:  July 26, 2011

EXHIBIT INDEX

Exhibit 99.1

Cabot Corp Announces Strong 3rd Quarter Earnings

EPS of $0.95, $1.04 Adjusted EPS

Second consecutive quarter of record segment EBIT performance

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

Key Highlights

• Strong pricing and margin performance across the portfolio
• Record Performance Segment EBIT and New Business Segment revenue
• Volumes remain solid with capacity expansion projects on track to deliver future growth
• Cabot to expand fumed silica capacity at Barry, Wales plant and inkjet colorants capacity at Haverhill, Mass. plant

“We are pleased with the record segment EBIT of $115 million this quarter,” stated Cabot’s President and CEO. “We also saw record EBIT in the Performance Segment and record revenues in the New Business Segment. In the Performance Segment, we experienced strong volumes and margins from the delivery of high value products to our global customer base. Our New Business Segment maintained its focus on revenue growth and achieved record sales, mainly from our Inkjet Colorants Business. Rubber Blacks had another strong quarter driven by increased margins from pricing, product mix, energy efficiency and yield. Volumes remained solid and we continue to operate at high utilization levels. In addition, our strong balance sheet is helping us absorb higher working capital from rising carbon black raw material costs while ensuring our ability to pursue the capital investments necessary for our future growth. As part of our growth plan, we have recently announced a 25% capacity expansion at our fumed silica plant in Barry, Wales and we are doubling the capacity of our color pigment and polymer product lines at our inkjet colorants plant in Haverhill, Mass.,” Prevost concluded.

Financial Detail

For the third quarter of fiscal 2011, net income attributable to Cabot Corporation was $62 million ($0.95 per diluted common share) which includes a $0.09 per share charge principally for restructuring costs. Adjusted EPS was $1.04 per share.

Segment Results

Core Segment- Third quarter fiscal 2011 EBIT in the Rubber Blacks Business increased by $9 million when compared to the same quarter of fiscal 2010. The increase was driven principally by higher prices, a favorable product mix and energy center benefits. These positive factors more than offset the impact of higher raw material costs, including a $7 million unfavorable LIFO charge in the third quarter of fiscal 2011, and 3% lower volumes when compared to the third quarter of fiscal 2010. Excluding the impact of the closure of our carbon black facility in India, volumes decreased by 1%. Sequentially, global volumes were 3% higher driven by growth in emerging markets and Japan. When compared to the second quarter of fiscal 2011, EBIT was flat. Higher unit margins offset an unfavorable LIFO charge of $7 million and $8 million of quarterly benefits in the second quarter that did not repeat.

Regional volume changes for the third quarter of fiscal 2011 as compared to the same quarter of the prior year as well as compared to the second fiscal quarter of 2011 are included in the table below.

*Excludes the impact of the closure of our carbon black facility in India.

In the Supermetals Business, EBIT increased by $5 million when compared to the third quarter of fiscal 2010. The increase was driven by improved margins from higher pricing and a favorable product mix, which more than offset lower volumes and higher ore costs. The business continues to be successful at implementing its strategy, shifting its portfolio toward higher value products. Sequentially, profitability decreased by $1 million from lower volumes that have resulted from product portfolio optimization efforts and higher ore costs. The unfavorable items more than offset the favorable margin impact of higher pricing and improved product mix.

Performance Segment- Third quarter fiscal 2011 EBIT in the Performance Segment increased by $7 million when compared to the same quarter of fiscal 2010. The increase was driven principally by higher volumes and higher unit margins from value pricing in the Performance Products Business. Volumes in the Performance Products Business increased by 9% when compared to the third quarter of fiscal 2010, while volumes in the Fumed Metal Oxides Business increased 2%. These favorable factors more than offset the impact of higher carbon black raw material costs, including a $3 million unfavorable LIFO charge in the third quarter of fiscal 2011. Sequentially, EBIT increased by $5 million due principally to higher volumes. Volumes in Performance Products were 1% higher, while volumes in Fumed Metal Oxides increased by 8% when compared to the second quarter of fiscal 2011.

Specialty Fluids Segment- For the third quarter of fiscal 2011, EBIT in the Specialty Fluids Segment decreased by $8 million due to lower sales and rental revenue as a result of jobs that were shorter in duration. Sequentially, EBIT increased $2 million from higher rental revenue resulting from higher activity levels driven by an increase in the number of jobs.

New Business Segment- Third quarter fiscal 2011 revenues in the New Business Segment increased by 20% ($5 million) and 11% ($3 million) when compared to the same quarter of fiscal 2010 and the second quarter of fiscal 2011, respectively. The growth in both periods was driven principally by record volumes in the Inkjet Colorants Business.

Cash Performance- The Company ended the third quarter of fiscal 2011 with a cash balance of $344 million. During the third fiscal quarter 2011, the Company’s cash balance declined by $22 million as the strong operating results were more than offset by $60 million of capital expenditures focused on our growth initiatives and a $68 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 third quarter of fiscal 2011, the Company recorded a net tax provision of $18 million, including discrete tax benefits of $4 million. The tax rate on continuing operations was 21% for the third quarter of fiscal 2011. Excluding discrete tax benefits and the impact of certain items, the quarterly operating tax rate was 24%.

Market Outlook

Commenting on the outlook for the Company’s end markets, Prevost said, “We continue to see solid demand in our end markets. The tire and automotive sectors are returning to their long-term regional growth rates and the foreseeable demand should ensure ongoing high utilization rates of our assets. There continues to be strong demand growth for high performance electronics, such as smartphones and tablets that will benefit our Supermetals business. In the construction and infrastructure markets, strength in emerging markets continues to be a key growth driver for us. Our capacity additions in carbon black, fumed silica and masterbatch will provide us additional opportunities to meet the demand in our key end markets over the coming quarters.”

“We remain focused on achieving our long term adjusted earnings per share target of $4.50 in 2014 through capacity expansion, margin improvement and growth from new products and businesses,” Prevost stated. “Cabot has strong leadership positions across our segments and geographies and is poised to benefit from the growth that is driven by the macroeconomic trends of energy efficiency and sustainability, growth of the middle class in emerging markets and globalization and mobility.”

Earnings Call

The Company will host a conference call with industry analysts at 2:00 p.m. Eastern time on Wednesday, July 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, 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 third quarter of fiscal 2011 was an unfavorable $11 million and is comprised of an unfavorable $17 million COGS impact partially offset by a favorable $6 million liquidation impact. This compares to an $11 million favorable impact for the third quarter of fiscal 2010, comprised of a favorable $8 million liquidation impact and a favorable $3 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, a non-GAAP financial measure. In calculating adjusted EPS, we exclude from our earnings certain items of expense and income that management does not consider representative of the Company's ongoing operations. We believe this non-GAAP financial measure is useful to investors because it eliminates distortions in our operating results and helps facilitate comparisons of our operating performance across periods. Adjusted EPS should be considered as supplemental to, and not as a replacement for, EPS determined in accordance with GAAP. 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 of Adjusted EPS.”

^(A) Amounts relate to tax settlements in connection with our discontinued operations.

^(A) Unallocated and other reflects royalties paid by equity affiliates, other operating revenues, external shipping and handling fees, and the impact of unearned revenue.

^(B) Segment Earnings Before Interest and Taxes ("EBIT") is a measure used by Cabot's Chief Operating Decision-Maker to measure consolidated operating results, assess segment performance and allocate resources. Segment EBIT includes equity in net income of affiliated companies, royalty income, and allocated corporate costs.

^(C) Details of certain items are presented in the Certain Items and Reconciliation of Adjusted EPS table.

^(D) General unallocated expense includes foreign currency transaction gains (losses), interest income, dividend income, and profit related to unearned revenue.

^(E) Amounts relate to tax settlements in connection with our discontinued operations.

^(A) Beginning with the third quarter of fiscal 2010, management no longer allocates its corporate adjustment for unearned revenue to its segments. Therefore, unearned revenue and cost of sales related to unearned revenue, which had been allocated to Segment Sales and Segment Earnings Before Interest and Taxes ("EBIT") in prior periods, have been reclassified to "Unallocated and other" and "General unallocated (expense) income". Prior periods have been recast to conform to the new allocation method. This change had an immaterial impact on segment EBIT for all periods presented.

^(B) Unallocated and other reflects royalties paid by equity affiliates, other operating revenues, external shipping and handling fees, and the impact of unearned revenue as discussed in note (A) above.

^(C) Segment EBIT is a measure used by Cabot's Chief Operating Decision-Maker to measure consolidated operating results, assess segment performance and allocate resources. Segment EBIT includes equity in net income of affiliated companies, royalty income, and allocated corporate costs.

^(D) Details of certain items are presented in the Certain Items and Reconciliation of Adjusted EPS table.

^(E) General unallocated (expense) income includes foreign currency transaction gains (losses), interest income, dividend income, and the profit related to unearned revenue as discussed in note (A) above.

^(F) Amounts relate to tax settlements in connection with our discontinued operations.

^(A) Per share amounts are calculated after tax.

^(B) Land related to former carbon black site.

^(C) Amounts relate to tax settlements in connection with our discontinued operations.