SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GOTTWALD WILLIAM M

(Last)

(First)

(Middle)

330 SOUTH FOURTH STREET

(Street)

RICHMOND

23219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBEMARLE CORP [ ALB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2004		M		500	A	⁽⁵⁾	823,169⁽¹⁰⁾	D
Common Stock	01/05/2004		M		416	A	⁽⁵⁾	823,600⁽¹¹⁾	D
Common Stock								39,244.83⁽¹²⁾	I	Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83.⁽¹⁾
Common Stock								27,201⁽¹²⁾	I	Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89.⁽²⁾
Common Stock								59,532.41⁽¹²⁾	I	Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89.⁽¹⁾
Common Stock								10,162.27⁽¹²⁾	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 10/20/87.⁽¹⁾
Common Stock								17,589.96⁽¹²⁾	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85.⁽¹⁾
Common Stock								27,201⁽¹²⁾	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89.⁽²⁾
Common Stock								71,025.01⁽¹²⁾	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89.⁽¹⁾
Common Stock								27,845	I	Shares held in trust fbo reporting person's children u/a dtd 8/16/90.
Common Stock								90,980.01⁽¹²⁾	I	Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91.⁽¹⁾
Common Stock								3,992	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87.
Common Stock								23,176.54⁽¹²⁾	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89.⁽³⁾
Common Stock								7,936	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89.
Common Stock								3,226	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 10/20/87.
Common Stock								3,992	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 12/21/87.
Common Stock								23,176.54⁽¹²⁾	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 1/3/89.⁽³⁾
Common Stock								9,147	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 1/3/89.
Common Stock								13,225	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 9/5/89.
Common Stock								23,088.54⁽¹²⁾	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 9/5/89.⁽³⁾
Common Stock								3,042	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 10/18/89.
Common Stock								24,337.54⁽¹²⁾	I	Shares held as Trustee fbo Margaret A. Gottwald u/a dtd 3/9/92.⁽³⁾
Common Stock								9,526	I	Shares held as Trustee fbo James M. Gottwald u/a dtd 12/1/81.
Common Stock								8,947	I	Shares held as Trustee fbo James M. Gottwald u/a dtd 1/3/89.
Common Stock								3,646	I	Shares held as Trustee fbo James M. Gottwald u/a dtd 1/3/89.
Common Stock								5,486	I	Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 3/1/83.
Common Stock								8,947	I	Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock								7,736	I	Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock								891,877.55⁽¹²⁾	I	Shares held of record by Westham Partners, L.P., reporting person general partner & limited partner.
Common Stock								531,016.667	I	Shares held as co-Trustee fbo reporting person's family u/w Floyd D. Gottwald.⁽⁴⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Unit	⁽⁶⁾	01/05/2004		M			500	⁽⁷⁾	⁽⁷⁾	Common Stock	500	⁽⁵⁾	1,500	D
Performance Unit	⁽⁶⁾	01/05/2004		D			500	⁽⁷⁾	⁽⁷⁾	Common Stock	500	$30.25	1,000	D
Phantom Stock Unit	⁽⁸⁾	01/05/2004		M			416	⁽⁹⁾	⁽⁹⁾	Common Stock	416	⁽⁵⁾	1,250.67	D
Phantom Stock Unit	⁽⁸⁾	01/05/2004		D			417.33	⁽⁹⁾	⁽⁹⁾	Common Stock	417.33	$30.25	833.34	D

Explanation of Responses:

1. All shares of record held by Westham Partners, L.P.

2. 19,955 shares of record held by Westham Partners, L.P.

3. 17,922.54 shares of record held by Westham Partners, L.P.

4. Additional Indirect Holdings: 3,004.619 shares held by Trustee under Albemarle Savings Plan; 15,446 shares held by spouse.

5. Transaction has no purchase or share price.

6. Performance Units convert 1 for 1.

7. Performance Units issued pursuant to 1998 Incentive Plan. Units vest over three year period beginning in January 2003 -- 50% of the Units (and any fractional shares) are paid in cash and 50% of the Units are paid in stock.

8. Phantom Stock Units convert 1 for 1.

9. Phantom Stock Units issued pursuant to 1998 Incentive Plan. Units vest over three year period beginning in January 2003 -- 50% of the Units (and any fractional shares) are paid in cash and 50% of the Units are paid in stock.

10. Amount includes dividends accrued on Performance Units.

11. Amount includes dividends accrued on Phantom Stock Units.

12. Revised holding amount reflects passive dilution in partnership interest in Westham Partners, L.P.

Remarks:

	Nicole C. Daniel, attorney in fact	01/06/2004
	** 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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