Sec Form 4 Filing - GOTTWALD WILLIAM M @ ALBEMARLE CORP - 2009-05-13

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOTTWALD WILLIAM M 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) Vice Chairman of the Board (Last) (First) (Middle) 330 SOUTH FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2009 (Street) RICHMOND, VA23219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/13/2009 A 1,117 ( 2 ) ( 3 ) A $ 25.35 2,896,977 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 85,745 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 116,714 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 45,254 I Shares held as Trustee fbo Margaret Addison Gottwald u/a dtd 3/9/92. 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 38,417 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89. Common Stock 10,423 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 10/18/89. 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 ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOTTWALD WILLIAM M 330 SOUTH FOURTH STREET RICHMOND, VA23219 X Vice Chairman of the Board Signatures Nicole C. Daniel, Attorney in Fact 05/15/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Additional Indirect Holdings: 8,559.0924 - shares held by Trustee under Albemarle Savings Plan; 19,052 sahres 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 1/03/89; 10,972 shares held as co-trustee fbo Sarah W. Gottwald u/a dtd 3/1/83. ( 2 )Restricted Stock to vest on May 12, 2010, date of annual meeting. ( 3 )Shares represent 2009 installment of non-employee director's stock compensation pursuant to Non-Employee Director Stock Plan.

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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