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)
05/01/2007

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	03/21/2007		G	V	10,000	D	$0	2,079,562⁽⁷⁾	D
Common Stock	05/01/2007		S		100,000	D	$42.36⁽⁸⁾	1,979,562⁽⁷⁾	D
Common Stock								74,340⁽⁷⁾	I	Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83.⁽¹⁾
Common Stock								54,130⁽⁷⁾	I	Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89.⁽²⁾
Common Stock								112,770⁽⁷⁾	I	Shares held by William M. Gottwald, Jr.
Common Stock								33,320⁽⁷⁾	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85.⁽⁵⁾
Common Stock								54,130⁽⁷⁾	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89.⁽²⁾
Common Stock								153,790⁽⁷⁾	I	Shares held by Elizabeth I. Gottwald.
Common Stock								55,690⁽⁷⁾	I	Shares held in trust fbo reporting person's children u/a dtd 8/16/90.
Common Stock								172,340⁽⁷⁾	I	Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91.⁽⁶⁾
Common Stock								11,414⁽⁷⁾	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87.
Common Stock								46,296⁽⁷⁾	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89.⁽³⁾
Common Stock								6,452⁽⁷⁾	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 10/20/87.
Common Stock								10,748⁽⁷⁾	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 12/21/87.
Common Stock								46,296⁽⁷⁾	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 1/3/89.⁽³⁾
Common Stock								18,294⁽⁷⁾	I	Shares held as Trustee fbo James C. Gottwald u/a dtd 1/3/89.
Common Stock								26,450⁽⁷⁾	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 9/5/89.
Common Stock								46,120⁽⁷⁾	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 9/5/89.⁽³⁾
Common Stock								8,848⁽⁷⁾	I	Shares held as Trustee fbo Charles H. Gottwald u/a dtd 10/18/89.
Common Stock								51,382⁽⁷⁾	I	Shares held as Trustee fbo Margaret A. Gottwald u/a dtd 3/9/92.⁽³⁾
Common Stock								17,894⁽⁷⁾	I	Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock								1,267,086⁽⁷⁾	I	Shares held of record by Westham Partners, L.P., reporting person general partner & limited partner.
Common Stock								1,000,000⁽⁷⁾	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)

Explanation of Responses:

1. Includes 55,754 shares held of record by Westham Partners, L.P. Portion of share increase due to recent 2-1 stock split.

2. 28,350 held of record by Westham Partners, L.P. Portion of share increase due to recent 2-1 stock split.

3. 25,462 shares held of record by Westham Partners, L.P. Portion of share increase due to recent 2-1 stock split.

4. Additional Indirect Holdings: 7,892 shares held by Trustee under Albemarle Savings Plan; 30,892 shares held by spouse; 19,052 shares held by Trustee fbo James M. Gottwald u/a dtd 12/1/81; 17,894 shares held by Trustee fbo James M. Gottwald u/a dtd 1/3/89; 10,972 shares held by Trustee fbo Sarah W. Gottwald u/a dtd 3/1/83. Portion of share increases due to recent 2-1 stock split.

5. 24,990 shares held of record by Westham Partners, L.P. Portion of share increase due to recent 2-1 stock split.

6. 129,254 shares held of record by Westham Partners, L.P. Portion of share increase due to recent 2-1 stock split.

7. Portion of share increase due to recent 2-1 stock split.

8. Price calculated per the terms of the Agreement between the reporting person and Albemarle Corporation.

Remarks:

	Nicole C. Daniel, attorney in fact	05/01/2007
	** 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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