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 JOHN D

(Last)

(First)

(Middle)

1100 BOULDERS PARKWAY

(Street)

RICHMOND

23225

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2008

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								1,032,318	D
Common Stock	02/08/2008		D		700,000	D	$37.2174	606,428	I	Held by Westham Partners, L.P., reporting person is a limited partner & general partner.*⁽¹⁾
Common Stock	02/08/2008		D		1,000,000	D	$37.2174	0	I	Held as co-trustee fbo reporting person's family (among others) u/w Floyd D. Gottwald.*⁽²⁾
Common Stock								37,975	I	Held by WM Gottwald, trustee Samuel S. Gottwald's Crummey Trust u/a dtd 1/3/89*⁽³⁾
Common Stock								27,010	I	Held by Samuel S. Gottwald
Common Stock								1,598	I	Held as custodian for son, James Christian Gottwald*
Common Stock								6,452	I	Held by WM Gottwald as trustee fbo James Christian Gottwald u/a dtd 10/20/87*
Common Stock								11,414	I	Held by WM Gottwald as trustee fbo James Christian Gottwald u/a dtd 12/21/87*
Common Stock								37,975	I	Held by WM Gottwald, trustee James Christian Gottwald Crummey Trust u/a dtd 1/3/89*⁽³⁾
Common Stock								18,294	I	Held by WM Gottwald, trustee of James Christian Gottwald's Gallo Trust u/a dtd 1/3/89*
Common Stock								26,450	I	Held by WM Gottwald trustee of Charles Houston Gottwald Gallo Trust u/a dtd 9/5/89*
Common Stock								37,799	I	Held by WM Gottwald trustee Charles Houston Gottwald Crummey Trust u/a dtd 9/5/89*⁽³⁾
Common Stock								9,514	I	Held by WM Gottwald as trustee fbo Charles Houston Gottwald u/a dtd 10/18/89*
Common Stock								43,727	I	Held by WM Gottwald as trustee Margaret Addison Gottwald Crummey Trust u/a dtd 3/9/92*⁽³⁾
Common Stock								129,624	I	Held as co-trustee fbo (among others) reporting person's family u/a dtd 12/16/91*⁽⁴⁾
Common Stock								133,956	I	Held as co-trustee fbo reporting person's children u/a dated 4/10/92 *⁽⁵⁾
Common Stock								56,120	I	Held as co-trustee fbo WM Gottwald Jr's Trust u/a dtd 10/13/83*⁽⁶⁾
Common Stock								44,865	I	Held as trustee WM Gottwald Jr.'s Crummey Trust u/a dtd 1/3/89*⁽⁷⁾
Common Stock								44,865	I	Held as trustee Elizabeth I. Gottwald's Crummey Trust u/a dtd 1/3/89*⁽⁷⁾
Common Stock								10,748	I	Held by William M. Gottwald as trustee fbo Samuel S. Gottwald u/a dtd 12/21/87
Common Stock								25,153	I	Held as trustee of Elizabeth I. Gottwald Trust u/a 3/28/85⁽⁸⁾
Common Stock								35,016	I	Held by Spouse⁽⁹⁾

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. Price calculated per the terms of an Agreement between Westham Partners, L.P. and Albemarle Corporation. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P. Reporting person disclaims beneficial ownership.

2. Price calculated per the terms of an Agreement between the Grandfather Trust and Albemarle Corporation.

3. 11,268 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

4. 56,988 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

5. 58,893 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

6. 24,673 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

7. 12,545 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

8. 11,058 shares held of record by Westham Partners, L.P.Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

9. Additional Indirect Holdings: 55,690 Held as co-trustee for the William M. Gottwald Trust dtd 8/16/90.* 19,052 Held as co-trustee fbo James Matthew Gottwald u/a dtd 12/1/81.* 10,972 Held as co-trustee fbo Sarah Wren Gottwald u/a dtd 3/1/83.* * Reporting person disclaims beneficial ownership.

Remarks:

	Nicole C. Daniel, attorney in fact	02/11/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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