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)
02/16/2006

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	02/16/2006		M		15,000	A	$0⁽⁸⁾	1,089,635⁽¹⁾	D
Common Stock	02/16/2006		F		4,830	D	$43.05	1,084,805⁽¹⁾	D
Common Stock								37,170	I	Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83.⁽²⁾
Common Stock								27,065	I	Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89.⁽³⁾
Common Stock								70,481	I	Shares held by William M. Gottwald, Jr.⁽¹⁰⁾
Common Stock								16,660	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85.⁽¹¹⁾
Common Stock								27,065	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89.⁽³⁾
Common Stock								96,119	I	Shares held by Elizabeth I. Gottwald.⁽¹⁰⁾
Common Stock								27,845	I	Shares held in trust fbo reporting person's children u/a dtd 8/16/90.
Common Stock								86,170	I	Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91.⁽¹²⁾
Common Stock								5,374	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87.
Common Stock								23,148	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89.⁽⁴⁾
Common Stock								3,226	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 10/20/87.
Common Stock								5,374	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 12/21/87.
Common Stock								23,148	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 1/3/89.⁽⁴⁾
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								23,060	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 9/5/89.⁽⁴⁾
Common Stock								4,424	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 10/18/89.
Common Stock								25,691	I	Shares held as Trustee fbo Margaret A. Gottwald u/a dtd 3/9/92.⁽⁴⁾
Common Stock								8,947	I	Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock								844,725⁽⁹⁾	I	Shares held of record by Westham Partners, L.P., reporting person general partner & limited partner.
Common Stock								500,000	I	Shares held as co-Trustee fbo reporting person's family u/w Floyd D. Gottwald.⁽⁵⁾

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⁾	02/16/2006		A		30,000		⁽⁷⁾	⁽⁷⁾	Common Stock	30,000	$0⁽⁸⁾	30,000	D
Performance Unit	⁽⁶⁾	02/16/2006		M			15,000	⁽⁷⁾	⁽⁷⁾	Common Stock	15,000	$0⁽⁸⁾	15,000	D

Explanation of Responses:

1. Includes 208,513 shares received as a distribution from Westham Partners, L.P.

2. 27,877 shares held of record by Westham Partners, L.P. Decrease reflects distribution by Westham Partners, L.P.

3. 14,175 held of record by Westham Partners, L.P.* Decrease reflects distribution by Westham Partners, L.P.

4. 12,731 shares held of record by Westham Partners, L.P.* Decrease reflects distribution by Westham Partners, L.P.

5. Additional Indirect Holdings: 3763 shares held by Trustee under Albemarle Savings Plan; 15,446 shares held by spouse; 9,526 shares held by Trustee fbo James M. Gottwald u/a dtd 12/1/81; 8,947 shares held by Trustee fbo James M. Gottwald u/a dtd 1/3/89; 5,486 shares held by Trustee fbo Sarah W. Gottwald u/a dtd 3/1/83.

6. Performance Units convert 1 for 1.

7. Performance Units issued pursuant to 2003 Incentive Plan. Units vest over two year period -- 50% payable in 2006 and 50% payable in 2007.

8. Transaction has no purchase or sale price.

9. Decrease in shares reflect distribution from Westham Partners, L.P.

10. Increase in shares represents distribution by Westham Partners, L.P.

11. 12,435 shares held of record by Westham Partners, L.P. Decrease reflects distribution by Westham Partners, L.P.

12. 64,717 shares held of record by Westham Partners, L.P. Decrease reflects distribution by Westham Partners, L.P.

Remarks:

	Nicole C. Daniel, attorney in fact	02/20/2006
	** 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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