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 VA 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2008
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)
Code V Amount (A) or (D) Price
Common Stock 06/01/2008 M 45,000 A $0(1) 2,914,325(2) D
Common Stock 06/01/2008 F 18,990 D $44.47 2,895,335 D
Common Stock 56,120 I Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83.
Common Stock 44,865 I Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89.
Common Stock 85,129 I Shares held by William M. Gottwald, Jr.
Common Stock 25,153 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85.
Common Stock 44,865 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89.
Common Stock 116,096 I Shares held by Elizabeth I. Gottwald.
Common Stock 55,690 I Shares held in trust fbo reporting person's children u/a dtd 8/16/90.
Common Stock 130,100 I Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91.
Common Stock 10,748 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87.
Common Stock 37,975 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89.
Common Stock 6,452 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock 11,414 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock 37,975 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock 18,294 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock 26,450 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.
Common Stock 37,799 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.
Common Stock 9,514 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.
Common Stock 43,727 I Shares held as Trustee fbo Margaret Addison Gottwald u/a dtd 3/9/92.
Common Stock 17,894 I Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock 30,892 I Held by Spouse(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Unites (3) 06/01/2008 M 45,000 (4) (4) Common Stock 45,000 $0(1) 0 D
Explanation of Responses:
1. Transaction has no purchase or sales price.
2. Share total adjusted to reflect (i) 553,622 shares received as a distribution from Westham Partners, L.P. and (ii) 5,662 held in an IRA.
3. Performance Units convert 1 - for - 1.
4. Performance Units were issued pursuant to 2003 Incentive Plan and vested due to retirement as officer of Albemarle Corporation.
5. Additional Indirect Holdings: 8,559.0924 shares held by Trustee under Albemarle Savings Plan; 19,052 shares held as co-trustee fbo James M. Gottwald u/a dtd 12/1/81; 17,894 shares held as co-trustee fbo James M. Gottwald u/a dtd 1/3/89; 10,972 shares held as co-trustee fbo Sarah W. Gottwald u/a dtd 3/1/83.
Remarks:
Nicole C. Daniel, Attorney in Fact 06/03/2008
** 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).
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