<PAGE>1
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                            ----------------------
                                   FORM 10-K
             [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                               (NO FEE REQUIRED)
                  For the fiscal year ended December 31, 1999
                                      OR
            [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                               (NO FEE REQUIRED)
               For the transition period from________to________
                       Commission file number   1-12658

                             ALBEMARLE CORPORATION
            (Exact name of registrant as specified in its charter)

                VIRGINIA                             54-1692118
        (State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)             Identification No.)

                            330 SOUTH FOURTH STREET
                                P. O. BOX 1335
                           RICHMOND, VIRGINIA  23210
              (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code:  804-788-6000

          Securities registered pursuant to Section 12(b) of the Act:

       Title of each class           Name of each exchange on which registered
  COMMON STOCK, $.01 Par Value                NEW YORK STOCK EXCHANGE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.    Yes _X_      No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K    _X_

Aggregate market value of voting stock held by non-affiliates of the registrant
as of January 31, 2000:  $504,123,779*

Number of shares of Common Stock outstanding as of January 31, 2000:
         46,191,477.

* In determining this figure, an aggregate of 18,281,510 shares of Common Stock
treated as beneficially owned by Floyd D. Gottwald, Jr., Bruce C. Gottwald and
members of their families have been excluded and treated as shares held by
affiliates. See Item 12 herein. The aggregate market value has been computed on
the basis of the closing price in the New York Stock Exchange Composite
Transactions on January 31, 2000, as reported by The Wall Street Journal.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of Albemarle Corporation's definitive Proxy Statement for its 2000
Annual Meeting of Shareholders filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934
(the "Proxy Statement") are incorporated by reference into Part III of this
Form 10-K.
                                  -11-


<PAGE>2

PART I

ITEM 1. BUSINESS
        Albemarle Corporation ("the Company" or "Albemarle") was incorporated
under the laws of the Commonwealth of Virginia on November 24, 1993, as a
wholly-owned subsidiary of Ethyl Corporation ("Ethyl"). Ethyl thereafter
transferred to Albemarle, Ethyl's olefins and derivatives, bromine chemicals
and specialty chemicals businesses, and, as of the close of business on
February 28, 1994, Ethyl distributed to its common shareholders all of the
outstanding shares of Albemarle. Since February 28, 1994, the Company has been
a publicly held operating company.


DESCRIPTION OF BUSINESS
        Albemarle is a major producer of polymer and fine chemicals including
polymer intermediates, cleaning product intermediates and additives,
agrichemical intermediates, pharmachemical intermediates and bulk actives,
catalysts, brominated flame retardants, bromine chemicals and potassium and
chlorine chemicals. Albemarle employs approximately 2,550 people.
        The following discussion of the Company's businesses as of December 31,
1999, should be read in conjunction with the information contained in Item 7,

Management's Discussion and Analysis of Financial Condition and Results of
Operations on page 17.
        The Company's worldwide chemicals operations are reported as two
separate and distinct operating segments Polymer Chemicals and Fine Chemicals,
in conformity with the Financial Accounting Standards Board's ("FASB")
Statement of Financial Accounting Standards ("SFAS") No. 131 "Disclosures about
Segments of an Enterprise and Related Information."
        Albemarle manufactures a broad range of chemicals, most of which are
additives to or intermediates for plastics, polymers and elastomers, cleaning
products, agricultural compounds, pharmaceuticals, photographic chemicals,
drilling compounds and biocides. Most sales of the Company's products are made
directly to manufacturers of the aforementioned products, including chemical
and polymer companies, pharmaceutical companies, cleaning product
manufacturers, paper and photographic companies, drilling companies and water
treatment companies.
        The Company produces the majority of its products in the United States,
but also has production facilities in France and the United Kingdom and has
aluminum alkyls produced for it by BP Amoco [formerly Amoco Chemical Company
("Amoco")] at the Company's former Feluy, Belgium plant. The processes and
technology for many of these products were developed in the Company's or its
predecessor's research and development laboratories.
        The Polymer Chemicals' operating segment produces a broad range of
chemicals, including flame retardants, catalysts, polymer curatives and
antioxidants.
        Albemarle's flame retardants are manufactured to help polymers and
other materials meet fire-safety requirements in finished products which serve
a variety of end use markets including electronic enclosures, printed circuit
boards, electrical connectors and construction. During the fourth quarter of
1999, the Company started up a world-class six-sigma SAYTEX(r) CP-2000 flame
retardant [tetrabromobisphenol-A] plant in Magnolia, Arkansas.
        Aluminum alkyls are used as co-catalysts in the production of
polyolefins, such as polyethylene and polypropylene, elastomers, alpha olefins
such as hexene, octene and decene, and organotin heat stabilizers and in the
preparation of organic intermediates. The Company has continued to expand and
debottleneck its production units at Pasadena, Texas and Orangeburg, South
Carolina. It also has strengthened its supply chain for methylaluminoxane
("MAO"), a co-catalyst used in metallocene catalyst systems, by increasing
capacity for MAO and the key raw materials needed to make MAO. The Company has
continued to build on its organometallics base and expand the portfolio of
products and capabilities it offers its customers pursuing the development and
commercialization of polymers based on metallocenes/single-site catalysts.
        The Company also is expanding its efforts in polymer curatives,
products used to control polyurethane and epoxy system polymerization. Also
produced are antioxidants and alkylated hindered phenolics that are used to
maintain the performance integrity of thermoplastic resins.
        The Company continues to focus on expansion of its bromine production
capabilities. The expansion of brine field and bromine capacities at the
Company's Magnolia, Arkansas, facility that started in 1995, continued. The
result of the current phase of the program will be an approximate 30% bromine
production capacity increase.
        Products of the Fine Chemicals' operating segment include
pharmaceutical, agricultural intermediates, elemental bromine, alkyl bromides,
inorganic bromides, and a number of bromine fine chemicals. Applications for
these products primarily exist in chemical synthesis, oil and gas well drilling
and completion fluids, water purification, glass making, cleaning products,
soil fumigation and chemical intermediates for pharmaceutical, photographic and
agricultural chemicals. Other Fine Chemicals' products include tertiary amines
for surfactants and biocides, disinfectants and sanitizers; zeolite A (sodium
alumina silicate) used as a phosphate replacement in laundry detergent
builders; and alkenyl succinic anhydride (ASA) used in paper-sizing
formulations. These products have many varied customers. They are sold to
suppliers for use in household, institutional and industrial cleaners, personal
care products and industrial products.
        The Company's primary bulk actives, ibuprofen and naproxen, are
widely-used pharmaceuticals that provide fever reduction and temporary relief
of aches and pains and menstrual cramps. Bulk ibuprofen is formulated by

                                  -12-

<PAGE>3
pharmaceutical companies who sell to customers in both the prescription and
over-the-counter markets. Ibuprofen products accounted for more than 25% of the
U.S. over-the-counter analgesic market in 1999. They compete against other
painkillers containing aspirin, acetaminophen, ketoprofen and naproxen. The
Company is one of the world's largest producers of ibuprofen. In 1999, the U.S.
Food and Drug Administration granted approval for additional customers to use
the naproxen product.
        Agricultural intermediates are sold to chemical companies that supply
finished products to farmers, governments and others. These products include
orthoalkylated anilines for the acetanilide family of pre-emergent herbicides
used on corn, soybeans and other crops and organophosphorus products for
insecticide use.
        The Company's subsidiary, Albemarle PPC ("APPC"), operates a plant in
Thann, France. APPC is one of the world's largest producers of organic and
inorganic brominated compounds used mainly in pharmaceutical, photographic and
agricultural chemical intermediates. APPC also operates an electrolysis unit to
produce high-purity caustic potash and potassium carbonate used in the glass,
water treatment, cleaning product and food industries. APPC strengthens the
Company's position in Fine Chemicals and provides additional manufacturing and
research and development capabilities in Europe.
        In Polymer Chemicals' product lines, some of the Company's flame
retardant and aluminum alkyl plants operated below capacity during 1999. In
the Fine Chemicals' product lines, most plants operated near capacity
during 1999, with the exception of bulk naproxen, ibuprofen and certain
agrichemical products which had excess capacity due to low customer
demand.
        The Company operates on a worldwide basis with (i) manufacturing
plants located in France and the United Kingdom, in addition to facilities
in the United States, (ii) offices and distribution terminals in Belgium,
France, Japan and Singapore, as well as the United States and (iii) offices
in Shanghai and Beijing, China. The Company does not believe it has
significant assets in countries in which those assets would be deemed to
be exposed to substantial risk. See Note 16, "Operating Segments and
Geographic Area Information" of notes to the consolidated financial
statements in Item 8 on page 40.

COMPETITION
        The Company operates in a highly competitive marketplace, competing
against a number of other companies in each of its product lines. Some markets
involve a significant number of competitors, while others involve only a few.
The competitors of the Company are varied in terms of size, resources and
market share. Competition generally is based on product performance and
availability, reputation for quality, price and customer service and support.
The degree and nature of competition depends on the type of product involved.
       In general, the Company competes in all of its markets on the basis of
the quality and price of its products as well as customer services by
maintaining a broad range of products and by focusing resources on products in
which the Company has a competitive advantage. The Company endeavors to improve
its reputation for quality products, competitive prices and excellent customer
service and support. Competition in connection with all of the Company's
products requires continuing investments in research and development, product
and process improvements and specialized customer services. Through research
and development, the Company and its subsidiaries continue to seek to increase
margins by introducing value-added products and products based on proprietary
technologies.

RAW MATERIALS
        Raw materials used by the Company include ethylene, potassium chloride,
aluminum, ortho-toluidine, bisphenol-A, chlorine, phenol, isobutylene, caustic
soda, toluene, diphenyl oxide, alumina trihydrate, dimethlyamine, phthalic
anhydride, alpha olefins, maleic anhydride, ethanol, phosphorus, sulfuric acid
and nitrogen, as well as electricity and natural gas as fuels, most of which
are readily available from numerous suppliers and are purchased or provided
under contracts at prices the Company believes are competitive. The Company
also produces bromine in Arkansas from its extensive brine reserves backed by
an active leasing program. The Company has supply agreements with the Dead Sea
Bromine group of companies. The contracts essentially cover the bromine
requirements for the production of bromine fine chemicals in our Thann, France,
facility and provide additional bromine if requested for the Company's other
bromine needs.

MAJOR CUSTOMERS
        Due to the diversity of product lines in which the Company competes, no
major portion of the Company's sales or earnings was generated by one customer
nor is the Company overly reliant on contracts with any one public, private or
governmental entity, although loss of one or more major customers could have a
substantial financial impact.
        Several of the Company's customers manufacture products for cyclical
industries such as the agricultural, pharmaceutical, automotive, electronics
and building and construction industries. As a result, demand for the products
of the Company from customers in such industries also is cyclical. In addition,
the profitability of sales of certain of the Company's products depends on the
level of industry plant capacity utilization.
        Due to the diversity and size of the Company's operations, there is
little seasonal variation in revenues or earnings, except for certain
agricultural and pharmaceutical products.

                                  -13-

<PAGE>4
OTHER MATTERS
        On May 4, 1999, the Company's subsidiary, Albemarle Holdings
Company Limited ("AHC"), signed a joint venture agreement with The Arab
Potash Company Limited ("APC") and Jordan Dead Sea Industries Company
Limited ("JODICO") to form the Jordan Bromine Company Limited ("JBC"). AHC
owns 50%, JODICO owns 40% and APC owns 10% of JBC. JBC will manufacture
and market bromine and bromine derivatives from a world-scale complex to
be built in Jordan, near the Dead Sea. JBC will build units near Safi,
Jordan, to produce bromine, CP-2000 flame retardant, calcium bromide and
other derivatives plus chlorine and potassium hydroxide. The project
continues on schedule, with the facilities slated to begin production
within approximately two years. In conjunction with the joint venture
agreement, AHC has entered into a Know-How and Technology Agreement with JBC
whereby AHC will license to JBC know-how and technology for the production
of bromine and bromine derivatives in Jordan. Albemarle Marketing Company
Limited ("Albemarle Marketing"), a subsidiary of Albemarle, has entered
into a Marketing Agreement whereby Albemarle Marketing will market bromine
and bromine derivatives for JBC. Albemarle Services Company Limited, a
subsidiary of Albemarle, has entered into a Training and Start-Up and
Construction Services Agreement with JBC to assist JBC and JBC's contractors
in the construction, start-up and operation of the bromine and bromine
derivatives facilities. Finally, the Company has entered into an Isotank
Agreement with JBC whereby Albemarle will lease to JBC isotanks for the
transportation of bromine.
        During 1999, the Company purchased in market transactions 857,400
shares of its common stock for approximately $15.5 million, at an average
price of $18.05 per share. As of December 31, 1999, the Company had
authorization to purchase an additional 2,651,300 shares of its common
stock.
        During the last three quarters of 1999, the Company incurred special
charges of $10.7 million ($6.7 million after income taxes) that resulted
primarily from voluntary separation offers made to various employees
throughout the Company. The program impacted a total of 122 salaried and
wageroll employees. The Company expects to recover the costs of the
reductions in force in approximately one year.
        On January 20, 2000, the Company and Ferro Corporation ("Ferro")
announced that an agreement in principle had been reached whereby
the Company would purchase the PYRO-CHEK(r) flame retardant business of
Ferro along with an operating plant at Port-de-Bouc, France.

RESEARCH AND PATENTS
        The Company's research and development ("R&D") efforts support each
operating segment. With respect to Polymer Chemicals, the research focus is
divided between new and improved flame retardants, polymerization catalysts and
new polymer additives. Flame retardant research is targeted to satisfy
increasing market needs for performance and quality in products manufactured
from polystyrene, acrylonitrilebutadiene-styrene (ABS) and engineered
thermoplastics. Catalysts research is targeted to meet the market needs for
cost-effective metallocene catalyst systems for the production of improved
polyolefin polymers. Development efforts are focused on efficiently
debottlenecking pilot plant capacity to meet the expected demand for these
businesses and to inventory new molecules to meet the expanding needs of our
customers. These efforts are expected to continue into 1999 and beyond.
        The primary focus of the Company's Fine Chemicals research program is
the development of efficient processes for the manufacture of chemical
intermediates for the pharmaceutical and agrichemical industries. A second area
of focus is the development of efficient manufacturing processes for
pharmaceutical and agricultural bulk active compounds which are no longer
covered by patents. Another area of research is the development of biocides for
industrial and recreational water treatment and other applications, especially
products based on bromine chemistry. These efforts are expected to continue
into 2000 and beyond. In addition to the U.S. research facility in Baton Rouge,
Louisiana, the Company's European businesses are supported by the research and
development facilities at Louvain-la-Neuve, Belgium, and Thann, France.
        The Company spent approximately $34.3 million, $29.7 million and $31.4
million in 1999, 1998 and 1997, respectively, on research and development,
which amounts qualified under the technical accounting definition of research
and development. Total R&D department spending for 1999 was about $39.4
million, including $5.1 million related to technical services support to
customers and the Company's plants, testing of existing products, quality
improvement and environmental studies.
        The Company considers patents, licenses and trademarks to be of
significance to its businesses. As of December 31, 1999, the Company owned
1,455 active United States and foreign patents, including 45 U.S. patents and
154 foreign patents issued in 1999. Some of these patents are licensed to
others. In addition, rights under the patents and inventions of others have
been acquired by the Company through licenses. The Company's patent position is
actively managed and is deemed by it to be adequate for the conduct of its
business.

ENVIRONMENTAL REGULATION
        The Company maintains and operates manufacturing and distribution
facilities and equipment which are used in the Polymer and Fine Chemicals'
segments. These are subject to environmental risks and regulations, which are
discussed more fully in Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations under the heading "Environmental
Matters" on page 21.
                                  -14-

<PAGE>5
FINANCIAL INFORMATION AS TO INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS
        The Company's operations are substantially all in the chemicals
industry. Industry segments and geographic area information for the Company's
operations for the three years ended December 31, 1999, is presented in Note
16, "Operating Segments and Geographical Area Information" of the notes to the
consolidated financial statements in Item 8 on page 40.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
        Financial information about the Company's foreign and domestic
operations and export sales for the three years ended December 31, 1999, is set
forth in Note 16, "Operating Segments and Geographical Area Information" of the
notes to the consolidated financial statements in Item 8 on page 40. Domestic

export sales to non-affiliates may be made worldwide but are made primarily in
the Asia Pacific region and Europe. Foreign unaffiliated net sales are
primarily in Europe, the Middle East, Japan and the Asia Pacific region.


I
TEM 2. PROPERTIES
        The Company's principal executive offices are located at 330 South
Fourth Street, Richmond, Virginia, 23219, and its principal operations offices
are located at 451 Florida Street, Baton Rouge, Louisiana, 70801. The Company
leases its executive offices and operations offices in Richmond, Virginia and
Baton Rouge, Louisiana, respectively; and its regional offices in Singapore;
Tokyo, Japan; and Shanghai and Beijing, China; as well as various other
offices.
        The following is a brief description of the principal plants and
related facilities of the Company, all of which are owned except as stated
below.

LOCATION                                PRINCIPAL OPERATIONS
--------------------------------------------------------------------------------

Baton Rouge, Louisiana                  Research and product development
(2 facilities, one on leased land)      activities

Louvain-la-Neuve, Belgium               Regional offices and research and
                                        customer technical service activities

Magnolia, Arkansas                      Production of flame retardants, bromine,
(South Plant)                           several inorganic bromides, agrichemical
                                        intermediates and tertiary amines

Magnolia, Arkansas                      Production of flame retardants and
(West Plant)                            bromine

Orangeburg, South Carolina              Production of flame retardants, aluminum
                                        alkyls and fine chemicals, including
                                        pharmaceutical intermediates, fuel
                                        additives, orthoalkylated phenols and
                                        polymer modifiers

Pasadena, Texas                         Production of aluminum alkyls, alkenyl
                                        succinic anhydride, orthoalkylated
                                        anilines, zeolite A and other chemicals

Teesport, United Kingdom                Production of fine chemicals, including
                                        emulsifiers, corrosion inhibitors, scale
                                        inhibitors and esters

Thann, France                           Production of organic and inorganic
                                        brominated pharmaceutical intermediates,
                                        photographic and agrichemical
                                        intermediates, high-purity caustic
                                        potash, potassium carbonate and
                                        chlorine; research and product
                                        development activities

Takaishi City, Osaka, Japan             Production of aluminum alkyls
(50% joint venture with
Mitsui Chemicals, Inc.)

Feluy, Belgium                          Production of aluminum alkyls
(Leased by Amoco in 1996 under
a 99-year lease but operated
for the Company)
                                  -15-

<PAGE>6
        The Company currently is adding capacity in the flame retardants and
fine chemicals areas. The Company believes that its plants, including planned
expansions, will be adequate at projected sales levels for 2000. Operating
rates of certain plants vary with product mix and normal seasonal sales swings.
The Company believes that its plants generally are well maintained and in good
operating condition.

CERTAIN AGREEMENTS BETWEEN ALBEMARLE AND ETHYL
        Albemarle and Ethyl entered into agreements, dated as of February 28,
1994, pursuant to which the Company and Ethyl agreed to coordinate certain
facilities and services of adjacent operating facilities at plants in Pasadena,
Texas and Feluy, Belgium. Effective March 1, 1996, certain of these agreements
or portions thereof were transferred to Amoco as part of the Olefins Business
sale. In addition, Albemarle and Ethyl entered into agreements (term: 10 years
- Ethyl has the right to extend for one additional 10-year term), dated as of
February 28, 1994 providing for the blending by Albemarle for Ethyl of certain
products and the production of others at the Company's Orangeburg, South
Carolina, plant.

CERTAIN AGREEMENTS BETWEEN ALBEMARLE AND MEMC PASADENA, INC. ("MEMC")
        Albemarle and MEMC entered into agreements, dated as of July 31, 1995,
and subsequently revised effective May 31, 1997, pursuant to which Albemarle
currently provides support services to MEMC at its Pasadena, Texas, plant which
consists of facilities for the production of electronic materials products.
Effective May 31, 1997, Albemarle supplies certain utilities and services to
the MEMC Pasadena plant site pursuant to a utilities and services agreement
(the "Utilities and Services Agreement"). All of the utilities and services are
supplied at Albemarle's cost plus a percentage fee. Albemarle furnishes certain
utilities and services for a minimum of five years from the effective date (May
31, 1997) of the Utilities and Services Agreement, subject to the right of MEMC
to terminate any one or more utilities or services on twelve months' notice.
Albemarle will make available to MEMC certain other utilities and services for
the duration of MEMC's lease of the property upon which the MEMC Pasadena plant
site is located.

CERTAIN AGREEMENTS BETWEEN ALBEMARLE AND AMOCO
        Albemarle and Amoco entered into agreements, dated as of March 1, 1996,
pursuant to which the Company provides operating and support services, certain
utilities and products to Amoco, and Amoco provides operating and support
services, certain utilities and products to Albemarle.

PASADENA, TEXAS AGREEMENTS
        After the sale, Amoco owns and operates the linear alpha olefins and
synthetic alcohols facilities ("Amoco Pasadena plant"). Albemarle owns and
operates all remaining Albemarle plants ("Albemarle Pasadena plant"). As a
result of the sale, Albemarle supplies to Amoco certain utilities utilized by
Amoco at the Amoco Pasadena plant and Amoco supplies to Albemarle certain
utilities utilized by Albemarle at the Albemarle Pasadena plant.Virtually all
of the utilities, services and products supplied by Albemarle to Amoco and by
Amoco to Albemarle in Pasadena, Texas, are supplied at the provider's cost plus
a percentage fee. Most of the utilities, services and products supplied by
Albemarle to Amoco and by Amoco to Albemarle have an initial term of 10 years,
with an automatic extension for an additional 10-year term, unless terminated
by either party at the end of the initial term upon two years notice.
        With respect to products supplied by Albemarle to Amoco, and conversely
Amoco to Albemarle, each may terminate the supply of such product to the other
on 180 days notice.

FELUY, BELGIUM AGREEMENTS
        After the sale, Amoco possesses (under a 99-year lease, with certain
purchase options) and operates the linear alpha olefins and poly alpha olefin
facilities. In addition, Amoco possesses (under the same lease) and operates
the aluminum alkyls facilities exclusively for Albemarle (term: 10 years -
Albemarle has the right to extend for one additional 10-year term). Albemarle
supplies aluminum alkyl products to Amoco for use in the linear alpha olefins
facility (term: 10 years - Amoco has the right to extend for one additional
10-year term). The services and products supplied by Albemarle to Amoco and by
Amoco to Albemarle are at the provider's cost plus a percentage fee.


ITEM 3. LEGAL PROCEEDINGS
        The Company and its subsidiaries are involved from time to time in
legal proceedings of types regarded as common in the Company's businesses,
particularly administrative or judicial proceedings seeking remediation under
environmental laws, such as Superfund, and products liability litigation.
        While it is not possible to predict or determine the outcome of the
proceedings presently pending, in the Company's opinion they will not result
ultimately in any liability that is likely to have a material adverse effect
upon the results of operations or financial condition of the Company and its
subsidiaries on a consolidated basis.
        In early January 1999, the U.S. Environmental Protection Agency ("EPA"),
Region 6, issued an administrative complaint under section 113 of the Clean Air
Act, alleging violations of EPA's rule regarding leaks and repairs of
appliances containing hydrochlorofluorocarbons. EPA proposed a civil penalty of
$162,000. The Company has filed an answer and request for an administrative
hearing. The Company is vigorously contesting the complaint, but is also
engaging in settlement negotiations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        None.
                                  -16-

<PAGE>7

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
        The Company's common stock is traded primarily on the New York Stock
Exchange under the symbol ALB. The market price highs and lows (per the New
York Stock Exchange) by quarters for the years 1999 and 1998 are listed below:

<TABLE>
<CAPTION>
                               1999                    1998
         Quarter          High       Low          High       Low
         ---------------------------------------------------------
         <S>             <C>        <C>         <C>        <C>
         First           25  5/16   18 7/8      25 15/16   21 1/8
         Second          24  5/16   19 5/16     26  3/16   21 5/16
         Third           23  1/8    16 5/8      25  1/16   16 3/4
         Fourth          19 15/16   17 3/16     23  3/4    16
         ---------------------------------------------------------
</TABLE>


        There were 46,191,477 shares of common stock held by 8,069 shareholders
of record as of January 31, 2000.
        On February 23, 2000, the Company's Board of Directors increased the
quarterly dividend rate by 10%, from $.10 per share to $.11 per share, payable
April 1, 2000.
        During 1999, the quarterly dividend rate was $.10 per share or $.40 per
share on an annual basis. The Company's Board of Directors increased the
quarterly dividend rate, on November 20, 1998, by 11%, from $.09 to $.10 per
share payable January 1, 1999.
        Shareholders' equity per share at December 31, 1999, was $10.62, up
from $9.61 at December 31, 1998. Shareholders' equity per share at December 31,
1998, of $9.61 was up slightly from $9.60 at December 31, 1997, primarily
reflecting the purchase of 5,738,241 common shares through a tender offer
finalized on September 30, 1998, and additional 1998 repurchases of 1,174,500
shares.


ITEM 6. SELECTED FINANCIAL DATA
        The information for the five years ended December 31, 1999, is
contained in the "Five-Year Summary" included in Part IV, Item 14, Exhibit 99
on page 46.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
        The following financial data and discussion provides an analysis of
certain significant factors affecting the results of operations of the Company
for years ended December 31, 1999, 1998 and 1997. In addition, a discussion of
consolidated financial condition and sources of additional capital is included
under a separate heading, "Financial Condition and Liquidity" on page 20.
        Some of the information presented in the following discussion may
constitute forward-looking comments within the meaning of the Private
Securities Litigation Reform Act of 1995. Although the Company believes its
expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual
results will not differ materially from its expectations. Factors that could
cause actual results to differ from expectations include, without limitation,
the timing of orders received from customers, the gain or loss of significant
customers, competition from other manufacturers, changes in the demand for the
Company's products, increases in the cost of the product, changes in the
markets in general, fluctuations in foreign currencies and significant changes
in new product introductions resulting in increases in capital project requests
and approvals leading to additional capital spending.

RESULTS OF OPERATIONS
        Net sales by operating segments for the three years ended December 31,
are as follows:


<TABLE>
<CAPTION>
Net Sales
(In Thousands)                   1999            1998            1997
--------------------------------------------------------------------------------
<S>                           <C>             <C>             <C>
Polymer Chemicals             $449,156        $417,998        $411,134
Fine Chemicals                 396,769         402,864         418,716
--------------------------------------------------------------------------------
Segment totals                $845,925        $820,862        $829,850
================================================================================
</TABLE>


NET SALES
        Net sales for 1999 amounted to $845.9 million, up $25.0 million (3%)
from $820.9 million in 1998. Polymer Chemicals' net sales were up $31.2
million, primarily due to higher shipments in flame retardants, organometallics
and polymer additives and intermediates, offset in part, by unfavorable
pricing. Fine Chemicals' net sales were down $6.1 million due to lower
shipments in pharmachemicals and potassium and chlorine chemicals, product mix
in agrichemicals, and lower sales of non-manufactured products in the Asia
Pacific region, offset by higher shipments and lower prices in bromine and
derivatives and surface actives.
        Net sales for 1998 amounted to $820.9 million, down $9.0 million (1%)
from $829.9 million in 1997. Polymer Chemicals' net sales were up $6.9 million,
due to higher shipments in flame retardants and organometallics, offset in
part, by lower pricing and the effects of foreign exchange in Europe and the
Asia Pacific region. Fine Chemicals' net sales were down $15.9 million,
primarily due to lower shipments in agrichemicals and lower sales of
non-manufactured products in the Asia Pacific region, offset in part, by higher
shipments in pharmachemicals.

OPERATING COSTS AND EXPENSES
        Cost of goods sold in 1999 increased $21.3 million (4%) from 1998,
primarily due to higher operating costs associated with increased shipments
over 1998, new product development costs including the startup costs incurred
for our new six-sigma SAYTEX(r) CP-2000 flame retardant (tetrabromobisphenol-A)
plant ("CP-2000 flame retardant") in Magnolia, Arkansas, and the write off of
certain excess flame retardant plant assets ($7.7 million) in Magnolia,
Arkansas, offset in part, by the favorable effects of foreign exchange

                                  -17-

<PAGE>8
transaction gains of approximately $6.0 million in 1999 versus foreign exchange
transaction losses of approximately $3.0 million in 1998, with the result that
the gross profit margin decreased to 31.3% in 1999 from 31.8% in 1998. Overall,
Albemarle's average 1999 raw material costs were lower than 1998 but most of
the favorable raw material prices were realized during the first half of the
year when commodity markets were very low. 1999 energy costs were just above
1998 levels due primarily to higher natural gas pricing.
        Cost of goods sold in 1998 decreased $8.4 million from 1997 primarily
due to improved plant utilizations, the impact of the Company's cost-reduction
program, and lower shipments in certain products, offset in part by the
unfavorable effects of foreign exchange transaction losses of approximately
$3.0 million in 1998 versus foreign exchange transaction gains of approximately
$8.3 million in 1997, with the result that the gross profit margin increased to
31.8% in 1998 from 31.5% in 1997. Overall, Albemarle's raw material costs were
lower in 1998 than 1997 reflecting softness in many of the commodity markets.
Average 1998 energy costs also were lower with both electricity and natural gas
prices lower than 1997.
        Selling, general and administrative expenses, combined with research
and development expenses ("SG&A"), increased $4.6 million (3%) in 1999 from
1998, due primarily to higher research and development core technology charges
and higher consulting costs and professional fees, offset in part, by lower
employee related costs in 1999. The 1999 increase in SG&A compares to a
reduction of $5.6 million (4%) in 1998 from 1997, due primarily to lower
outside consulting costs and the effects of the Company's concerted efforts to
lower costs as a percent of net sales. As a percentage of net sales, SG&A were
16.5% in 1999 and 1998 versus 17% in 1997.

OPERATING PROFIT
        Operating profit by operating segments for the three years ended
December 31, are as follows:


<TABLE>
<CAPTION>
Operating Profit
(In Thousands)                   1999            1998            1997
--------------------------------------------------------------------------------
<S>                           <C>             <C>             <C>
Polymer Chemicals             $ 73,083        $ 76,608        $ 72,802
Fine Chemicals                  60,187          69,619          65,274
Corporate and
  other expenses               (19,144)        (20,512)        (17,369)
--------------------------------------------------------------------------------
Totals                        $114,126        $125,715        $120,707
================================================================================
 </TABLE>


        The Company's operating profit in 1999, including special work-force
reduction charges of $10.7 million, decreased $11.6 million (9%) from 1998.
Operating profit also was affected by higher new product development costs
including the startup costs incurred for our new CP-2000 flame retardant plant
in Magnolia, Arkansas, and the write off of certain excess flame retardant
plant assets ($7.7 million) in Magnolia, Arkansas, offset, in part, by the
favorable effects of foreign exchange in 1999 versus 1998. Albemarle's average
1999 raw material costs were lower than 1998, but most of the favorable raw
material prices were realized during the first half of the year when commodity
markets were very low. 1999 energy costs were just above 1998 levels due
primarily to higher natural gas pricing. SG&A increased $4.6 million (3%) in
1999 from 1998 due primarily to higher research and development core technology
charges and higher consulting costs and professional fees, offset in part, by
lower employee related costs in 1999.
        Polymer Chemicals' operating results decreased $3.5 million due to
work-force-reduction charges of $4.6 million related to the segment businesses,
offset however, by the favorable effects of foreign exchange in 1999 versus the
1998 period. Polymer Chemicals' operating results also were impacted by flame
retardant shipments that were up over 1998 despite pricing pressure in the
business. The increased revenue in flame retardants was more than offset by
higher operating costs in 1999 over 1998 due to new product development costs
including the startup costs incurred for our new CP-2000 flame retardant plant
in Magnolia, Arkansas, and the write off of certain excess flame retardant
plant assets ($7.7 million) in Magnolia. Polymer Chemicals' also were impacted
by higher shipments in organometallics and polymer additives and intermediates,
offset in part, by pricing pressures in the businesses.
        Fine Chemicals' operating results decreased $9.4 million primarily due
to lower shipments and product mix in agrichemicals. Pharmachemicals
(ibuprofen) and potassium and chlorine chemicals operating results were
affected by lower shipments and lower prices, offset in part, by higher
shipments net of lower prices in bromine and derivatives and surface actives.
Fine Chemicals operating results were also impacted due to work-force-reduction
charges of $4.7 million related to the segment businesses, offset however, by
the favorable effects of foreign exchange in 1999 versus the 1998 period.
        Corporate and other expenses decreased $1.4 million in 1999 versus
1998, primarily due to lower employee-related costs, offset, in part, by
work-force reduction charges of $1.4 million in 1999.
        Operating profit in 1998 increased 4% from 1997. Albemarle's raw
material costs were lower in 1998 than 1997, reflecting softness in many of the
commodity markets. Average 1998 energy costs also were lower with both
electricity and natural gas prices lower than 1997.
        Polymer Chemicals' operating results in 1998 benefited from increased
shipments in flame retardants and organometallics and catalysts and improved
plant utilizations in flame retardants and the impact of the Company's
cost-reduction program.
        Fine Chemicals' operating results in 1998 benefited primarily from
increased shipments (ibuprofen) and improved plant utilization in
pharmachemicals. 1998 operating profit improvement, for both segments, was
impacted by the unfavorable effects of foreign exchange versus the same period
in 1997. (See Note 16, "Operating Segments and Geographic Area Information" of
the notes to the consolidated financial statements in Item 8 on page 40.)

                                  -18-

<PAGE>9
INTEREST AND FINANCING EXPENSES AND OTHER INCOME
        Interest and financing expenses in 1999 increased $3.9 million from
1998 and $3.8 million in 1998 from 1997 primarily due to higher average debt
outstanding. Other income, net, decreased to $.9 million in 1999 from $1.6
million in 1998, due primarily to lower interest income. Other income, net
increased to $1.6 million in 1998 from $.9 million in 1997, due primarily to
higher interest income.

GAIN ON SALE OF INVESTMENT
        In May 1999, the Company sold all of its 58,394,049 common shares of
Albright & Wilson plc ("Albright & Wilson"), a United Kingdom chemicals
company, that were acquired in March 1999, as part of its friendly tender offer
for Albright & Wilson, to ISPG, Plc, the competing bidder, for an aggregate
consideration of $157.6 million, resulting in a gain of $22.1 million ($14.4
million after income taxes or 30 cents per share on a diluted basis), net of
transaction expenses. The net proceeds from the sale of the common shares were
primarily used to pay down debt under the Company's existing Credit Agreement.

INCOME TAXES
        Income taxes in 1999 increased $1.8 million (5%) compared to 1998 due
primarily to higher pre-tax income. The effective tax rate for 1999 was 31%
which was consistent with the prior year.
        Income taxes in 1998 decreased $2.9 million (7%) compared to 1997, due
primarily to a lower effective income tax rate in 1998 of 31% versus an
effective income tax rate of 33.8% in 1997. The lower effective income tax rate
in 1998 reflected a nonrecurring tax benefit.
        See Note 12, "Income Taxes" of the notes to the consolidated financial
statements in Item 8 on pages 37 and 38 for details of changes in effective
income tax rates.

2000 OUTLOOK
        We enjoyed volume growth in a majority of our businesses during 1999
but were impacted by competitive lower pricing in a few, especially flame
retardants. The Asian economy, that started out slow early in 1999, fueled a
number of our businesses in the latter half of 1999 and continues into 2000.
        The emphasis on reducing costs during 1999 that included employee
work-force reductions, manufacturing cost improvements and reducing our
cash-to-cash cycle, should payout during 2000 in the form of reduced SG&A,
lower factory costs and reduced working capital.
        In our operating segments, Polymer and Fine Chemicals, we are hopeful
we will continue to see strong volumes and that the recently announced price
increases, primarily in certain Polymer Chemicals' areas, will be successful.
However, because of various customer contractual agreements, it is unlikely to
expect much improvement in price until after the first quarter.
        In Fine Chemicals, where a few of our businesses were negatively
impacted throughout most of 1999 by either poor economic conditions (i.e.,
agrichemicals) or issues at major customers (i.e., pharmachemicals), we have
some optimism there will be some improvement in 2000. However, we will need
first to see some evidence these conditions are no longer affecting us.
        Two new recent events, our joint development agreement with The Borax
Flame Retardant Group on expanding our markets for flame retardants, and our
just-announced plan to buy Ferro's PYRO-CHEK(r) flame retardants business, are
either in an early stage or not yet completed and, therefore, it is premature
to assess any impact in 2000. We did have new product sales in 1999 of
approximately $70 million and expect this to grow in 2000. Our Polymer
Chemicals' businesses likely will be providing the majority of the increase.

POLYMER CHEMICALS
        Efforts to supply the leading polymer producers with winning solutions
for their customers were quite successful in 1999. This was especially evident
in flame retardants, where to a large extent, we believe our growth in volumes
was a direct result of our customers' winning business in their markets. We
will strive to continue to expand our global relationships with these strategic
customers in 2000. The acceptance of our new, improved quality
tetrabrombisphenol-A by approximately 75% of our customer base by the end of
1999, is a prime example of how this works. We expect to have essentially all
our customers qualified on this new product in early 2000. Also at the end of
1999, we introduced NcendX(tm) P-30 flame retardant, our first halogen-free
flame retardant. This product, commercialized in less than a year and targeted
for engineering plastics, has been well received by our key customers and
already is being considered for expansion to meet likely demand beyond 2000.
        During the first half of 1999, we experienced significant pressures at
strategic customers, dramatically reducing the global industry pricing on our
largest volume flame retardants for the balance of the year. At the end of
1999, we announced price increases. Because of customer contractual commitments
and the uncertainty of competitive persistence with these increases, it is
premature to predict success but in any event, unlikely that we will see any
impact until at least after the first quarter of 2000.
        In our catalysts and additives businesses, we saw strong volume growth
in 1999 and are hopeful that strong polymer market growth, new business
development opportunities and the rapidly expanding metallocene and single
site-catalyst demand in polyolefins, will continue to drive these products in
2000. This new catalysts area has been one of the Company's largest R&D
programs for a number of years, and in 2000, we should achieve positive
operating profit for the first time.

                                  -19-

<PAGE>10
FINE CHEMICALS
        In pharmachemicals, we are continuing to pursue our marketing strategy
of seeking strategic customer relationships where we can build on our technical
strengths and customer needs for a manufacturing (outsource) partner in bulk
actives or advanced intermediates. There are some very attractive opportunities
under development but due to the rigorous testing and regulations required to
bring these to the consumer drug market, the benefit from these, if successful,
will not be realized in 2000. In our commercial products, we will still be
facing a slower than expected scale-up of our naproxen plant due to excess
naproxen capacity, threats from imported products and a consumer marketplace
that has an overabundance of competing analgesic products. Ibuprofen is
entering 2000 from a low-volume year, having absorbed the impact of a major
customer having excess inventory accumulated in late 1998 that was drawn down
in 1999. It is our belief that volumes will return in 2000, consistent with a
consumer ibuprofen market that continues to grow at 6-8% per year.
        We faced the effects of a poor domestic farm economy during 1999, when
lower volumes of agrichemicals were used by the American farmer. We are
prepared for 2000 to be similar in consumption patterns and not a resumption to
historic pre-1999 levels. We believe, however, we will have an opportunity in
the future to expand our presence in Asia, especially China, where we formed an
agrichemical joint venture in 1999 with Yanshan Petrochemical. We continue to
produce methyl bromide under production limits set by the government as defined
by the Montreal Protocol phase-down schedule (2000 limits are not changed from
1999 under the plan). In 2000, we will be producing methyl bromide using
certain assets from the old tetrabrombisphenol-A plant that remained at the end
of 1999 when the new CP-2000 flame retardant facility started up.
        Bromine and derivatives results in 2000 will be determined largely by
the oil industry, as our business has turned around significantly in the latter
half of 1999 and is expected to continue into 2000 with the higher price of
oil, the main driver for oil companies' well completions, where the majority of
our products are used. Continued expansion of our oilfield chemicals business
in the North Sea, leveraging our Teesport, United Kingdom location, plus
developing new opportunities, will be a factor in 2000. The cost benefits from
lower chlorine and other raw material prices during 1999 are not expected to be
as favorable in 2000 due to recent price announcements. We expect later in
2000, site construction will begin in Jordan by JBC, on our joint venture
facility that will produce bromine and derivatives.
        The newest developments in our surface actives business are primarily
based on our biocide products in our water treatment business. We received 21
registrations in 1999 and have eight more pending as we enter 2000. We
introduced and are preparing for commercial sales of Stabrom(r) 909 biocide in
early 2000, a new class of bromine biocides that simplifies industrial water
treatment. Some key issues going into 2000 include competitive pressures in
builders for detergents and startup costs associated with new product
introductions.
        Potassium and chlorine chemicals results in 2000 will be primarily
dependent on competitive pricing opportunities and cost-reduction efforts.

2000 OUTLOOK
        In summary, we believe we should be able to deliver mid single-digit
sales revenue growth from our Polymer and Fine Chemicals' businesses plus new
business development and small acquisitions and ventures. This assumes that
some of the pricing improvements, cost-reduction efforts and new product
developments as described above are successful. This also assumes that the
volume growth currently seen in our business, supported by the strong global
economy, continues without substantial change.
        Some of the information presented in this 2000 Outlook constitutes
forward-looking comments within the meaning of the Private Securities
Litigation Reform Act of 1995. Although the Company believes its expectations
are based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results will not
differ materially from its expectations. Factors that could cause actual
results to differ from expectations include, without limitation, the timing of
orders received from customers, the gain or loss of significant customers,
competition from other manufacturers, changes in the demand for the Company's
products, increases in the cost of the product, changes in the markets in
general, fluctuations in foreign currencies and significant changes in new
product introductions resulting in increases in capital project requests and
approvals, leading to additional capital spending.

FINANCIAL CONDITION AND LIQUIDITY
        Cash and cash equivalents at December 31, 1999 were $48.6 million,
which represents an increase of $27.4 million from $21.2 million at year-end
1998.
        Cash provided from operating activities was $164.3 million, which
together with $157.5 million of proceeds from the sale of an investment in
Albright & Wilson stock and $135.1 million of proceeds from borrowings were
primarily used to cover operating activities in 1999, [net of a decrease in
working capital excluding foreign currency translation of $25.2 million (mainly
increased accounts payable and lower inventories)], repay $169.8 million of
long-term debt, purchase 58,394,049 shares of Albright & Wilson common stock
totaling $135.5 million, fund capital expenditures, pay quarterly dividends to
common shareholders, purchase 857,400 shares of the Company's common stock for
$15.5 million.
        Cash and cash equivalents at December 31, 1998 were $21.2 million,
which represents a decrease of $13.1 million from $34.3 million at year-end
1997.
                                  -20-

<PAGE>11
        Cash provided from operating activities was $137.9 million, which
together with $110.5 million of proceeds from borrowings and existing cash and
cash equivalents of $13.1 million, were used to cover operating activities in
1998, including a working capital increase (mainly reflecting higher
inventories), capital expenditures, payment of quarterly dividends to common
shareholders, purchase of 6,912,741 shares of the Company's common stock for
$140.6 million, the acquisition of the Teesport, United Kingdom, facility and
repayment of a portion of long-term debt.
        The Company anticipates that cash provided from operating activities in
the future will be sufficient to cover its operating expenses, debt service
obligations, dividend payments to common shareholders and to fund its capital
expenditures.
        The noncurrent portion of the Company's long-term debt amounted to
$159.0 million at December 31, 1999, compared to $192.5 million at the end of
1998. The Company's total long-term debt, including the current portion, as a
percentage of total capitalization at December 31, 1999, was approximately
24.6%. (See Note 8, "Long-Term Debt" of the notes to the consolidated financial
statements in Item 8 on pages 31 and 32 for details of the Company's long-term
borrowings.)
        The Company, at December 31, 1999, had the flexibility to borrow up to
a total of $500 million ($115 million outstanding at December 31, 1999) under
its Competitive Advance and Revolving Credit Facility Agreement ("Credit
Agreement").
        The Credit Agreement contains certain covenants typical for a credit
agreement of its size and nature, including financial covenants requiring the
Company to maintain consolidated indebtedness (as defined) of not more than 60%
of the sum of the Company's consolidated shareholders' equity (as defined) and
consolidated indebtedness. The amount and timing of any borrowings will depend
on the Company's specific cash requirements.
        The Company's foreign currency translation adjustments, net of related
deferred taxes, included in accumulated other comprehensive (loss) income in
the consolidated statement of changes in shareholders' equity on page 26 at
December 31, 1999, decreased from December 31, 1998, primarily due to the
weakening of foreign currencies against the U.S. dollar.
        Capital expenditures in 1999 of $77.6 million were slightly higher than
the 1998 level of $76.7 million. The Company's capital spending program is
expected to be in the $60 - $70 million range over the next few years, with
expenditures expected to expand capacities at existing facilities to support an
expected increase in sales. Capital spending for environmental and safety
projects is expected to be less than the current year. Future capital spending
is expected to be financed primarily with cash provided from operating
activities, with the balance, if necessary, provided by additional long-term
debt. The Company continues to evaluate potential acquisitions of facilities
and/or businesses, particularly in areas where our know-how adds value.

ENVIRONMENTAL MATTERS
        The Company is subject to federal, state, local and foreign
requirements regulating the handling, manufacture and use of materials (some of
which may be classified as hazardous or toxic by one or more regulatory
agencies), the discharge of materials into the environment and the protection
of the environment. To the Company's knowledge, it is currently complying with
and expects to continue to comply in all material respects with existing
environmental laws, regulations, statutes and ordinances. Such compliance with
federal, state, local and foreign environmental protection laws is not expected
to have in the future a material effect on earnings or the competitive position
of Albemarle.
        Among other environmental requirements, the Company is subject to the
federal Superfund law, and similar state laws, under which the Company may be
designated as a potentially responsible party ("PRP") and may be liable for a
share of the costs associated with cleaning up various hazardous waste sites.
Management believes that in most cases, the Company's participation is de
minimis. Further, almost all such sites represent environmental issues that are
quite mature and have been investigated, studied and in many cases settled by
the Company or its predecessor company. In de minimis PRP matters, the
Company's policy generally is to negotiate a consent decree and to pay any
apportioned settlement, enabling the Company to be effectively relieved of any
further liability as a PRP, except for remote contingencies. In other than de
minimis PRP matters, the Company's records indicate that unresolved exposures
should be immaterial. The Company accrues and expenses its proportionate share
of PRP costs in accordance with Statement of Financial Accounting Standards
("SFAS") No. 5 "Accounting for Contingencies" and Financial Accounting
Standards Board's ("FASB") Interpretation No. 14, as clarified by the American
Institute of Certified Public Accountant's Statement of Position 96-1. Because
management has been actively involved in evaluating environmental matters, the
Company is able to conclude that the outstanding environmental liabilities for
unresolved PRP sites should not be material to operations.
        The Company's environmental and safety operating costs charged to
expense were approximately $13.6 million in 1999 versus approximately $14.6
million in 1998 and $13.3 million in 1997, excluding depreciation of previous
capital expenditures, and are expected to be in the same range in the next few
years. Costs for remediation have been accrued and payments related to sites
are charged against accrued liabilities, which at December 31, 1999, totaled
approximately $10.0 million. There is a reasonable possibility that future
remediation costs in excess of amounts already recorded could be up to $11.3
million before income taxes. However, the Company believes that any sum it may
be required to pay in connection with environmental remediation matters in
excess of the amounts recorded should occur over a period of time and should
not have a material adverse impact on its financial condition or

                                  -21-

<PAGE>12
results of operations, but could have a material adverse impact in a particular
reporting period.
        Capital expenditures for pollution-abatement and safety projects for
the Company, including such costs that are included in other projects, were
approximately $4.0 million, $8.5 million and $17.2 million in 1999, 1998 and
1997, respectively. For each of the next few years, capital expenditures for
these types of projects are likely to be less than the current year
expenditures. Management's estimates of the effects of compliance with
governmental pollution-abatement and safety regulations are subject to (i) the
possibility of changes in the applicable statutes and regulations or in
judicial or administrative construction of such statutes and regulations, and
(ii) uncertainty as to whether anticipated solutions to pollution problems will
be successful, or whether additional expenditures may prove necessary.

YEAR 2000
        Albemarle's company-wide Year 2000 Project ("Project") addressed the
ability of computer programs and embedded computer chips to distinguish between
the year 1900 and the year 2000. Re-engineering of the Company's business
processes, which began in the mid-1990's, resulted in upgrades to Y2K-compliant
business systems prior to the beginning of the Year 2000 Project. The Project's
remediation and contingency planning functions were completed during the fourth
quarter of 1999. Since the Company's products are not date aware, its Year 2000
issues revolved around its suppliers' ability to supply goods and services, its
ability to produce, its business processes functioning properly, and its
customers ability to purchase. As part of the Company's contingency planning,
most production processes were interrupted intentionally as a precaution for
the transition into the Year 2000. As of the date of filing of this document,
the Company has experienced no significant internal or external Y2K problems
affecting its manufacturing, business, financial or other operations.
        The total cost associated with required modifications to become Year
2000 ready and Year 2000 related contingency planning was $2.9 million. While
the Company does not track internal manpower costs for its Year 2000 Project,
an estimate of these costs is included in the estimated total cost. The
estimate does not include Albemarle's share of Year 2000 costs incurred by
joint ventures in which the Company participates or entities in which the
Company holds a minority interest. The Company did not significantly increase
inventories for the transition into the Year 2000.
        The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of certain normal business activities or
operations, which could materially and adversely affect the Company's results
of operations, liquidity and financial condition. Readers are referred to prior
10-Q and 10-K reports for further discussion of Year 2000 risks. From the
world-wide successful transition into 2000, the Company believes that the
transitions through the February 29th and December 31st, 2000, dates will be
similarly non-eventful.
        Readers are cautioned that to the extent legally permissible, this
statement should be considered a Year 2000 Readiness Disclosure pursuant to the
Year 2000 Information and Readiness Disclosure Act and that forward-looking
statements contained in the Year 2000 Update should be read in conjunction with
the Company's disclosures regarding the 'safe harbor' provisions of the Private
Securities Litigation Reform Act of 1995 included on page 20.

NEW ACCOUNTING PRONOUNCEMENTS
        The FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" in June 1998, which was effective for financial
statements for all fiscal quarters beginning after June 15, 1999. In June 1999,
the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133",
postponing SFAS No. 133's effective date to quarters beginning after June 15,
2000.
        SFAS No. 133 established accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. At the time of the
Company's adoption, SFAS No. 133 is not expected to have a material impact on
the financial position or results of operations of the Company.


Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        In the normal course of operations, the Company is exposed to changes
in financial market conditions due to the denomination of its business
transactions in diverse foreign currencies and the Company's ongoing
manufacturing and funding activities. As a result, future earnings, cash flows
and fair values of assets and liabilities are subject to uncertainty. The
Company has established policies, procedures and internal processes governing
its management of uncertain market conditions, and uses both operational and
financial market actions in its risk management activities, which include the
use of derivative instruments. The Company does not use derivative instruments
for trading purposes. The Company only enters into derivative contracts based
on economic analysis of underlying exposures anticipating that adverse impacts
on future earnings, cash flows and fair values due to fluctuations in foreign
currency exchange rates will be offset by the proceeds from and changes in fair
value of the derivative instruments. The Company does not hedge its exposure
to market risks in a manner that completely eliminates the effects of changing
market conditions on earnings, cash flows and fair values.
        Short-term exposures to changing foreign currency exchange rates are
primarily due to operating cash flows denominated in foreign currencies. The
Company covers
                                  -22-

<PAGE>13
certain known and anticipated operating exposures by using forward contracts.
        The primary currencies for which the Company has foreign currency
exchange rate exposure are the euro, Japanese yen, British pound sterling and
the U.S. dollar (in certain of its foreign locations). In response to the
greater fluctuations in foreign currency exchange rates in recent periods, the
Company has increased the degree of risk management activities to minimize
their impact on earnings of future periods.
        The Company's financial instruments, subject to foreign currency
exchange risk, consist of foreign currency forward contracts and represented a
net liability position of $.1 million at December 31, 1999. The Company
conducted a sensitivity analysis on the fair value of its foreign currency
hedge portfolio assuming instantaneous 10% changes in foreign currency exchange
rates from their levels as of December 31, 1999, with all other variables held
constant. A 10% appreciation of the U.S. dollar against foreign currencies
would result in an increase of $1.0 million in the fair value of foreign
currency exchange hedging contracts. A 10% depreciation of the U.S. dollar
against foreign currencies would result in a decrease of $1.2 million in the
fair value of foreign currency exchange hedging contracts.
        The sensitivity in fair value of the foreign currency hedge portfolio
represents changes in fair values estimated based on market conditions as of
December 31, 1999, without reflecting the effects of underlying anticipated
transactions.
        When those anticipated transactions are realized, actual effects of
changing foreign currency exchange rates could have a material impact on
earnings and cash flows in future periods.

                                  -23-

<PAGE>14

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars Except Share Data)
--------------------------------------------------------------------------------
December 31                                             1999        1998
--------------------------------------------------------------------------------
<S>                                                 <C>         <C>
ASSETS
Current assets:
  Cash and cash equivalents                         $  48,621   $  21,180
  Accounts receivable, less
   allowance for doubtful accounts
   (1999-$2,609; 1998-$2,782)                         155,140     145,207
  Inventories:
   Finished goods                                      82,415      97,684
   Raw materials                                       10,889      11,684
   Stores, supplies and other                          17,512      17,838
--------------------------------------------------------------------------------
                                                      110,816     127,206
  Deferred income taxes and prepaid expenses           18,022      17,937
--------------------------------------------------------------------------------
   Total current assets                               332,599     311,530
--------------------------------------------------------------------------------
  Property, plant and equipment, at cost            1,287,507   1,259,340
   Less accumulated depreciation
       and amortization                               792,122     744,672
--------------------------------------------------------------------------------
  Net property, plant and equipment                   495,385     514,668
--------------------------------------------------------------------------------
  Other assets and deferred charges                   108,213      90,308
  Goodwill and other intangibles net of amortization   17,897      21,291
--------------------------------------------------------------------------------
Total assets                                        $ 954,094   $ 937,797
================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                  $  61,386   $  45,073
  Long-term debt, current portion                         779         408
  Accrued expenses                                     50,505      53,300
  Dividends payable       `                             4,635       4,701
  Income taxes payable                                 14,048       4,454
 -------------------------------------------------------------------------------
   Total current liabilities                          131,353     107,936
 -------------------------------------------------------------------------------
Long-term debt                                        158,981     192,530
Other noncurrent liabilities                           81,185      75,664
Deferred income taxes                                  92,011     110,000
Shareholders' equity:
  Common stock, $.01 par value
   (authorized 150,000,000 shares)
   issued and outstanding- 46,199,639
   in 1999 and 47,008,283 in 1998                         462         470
  Additional paid-in capital                           63,904      78,724
  Accumulated other comprehensive
   (loss) income                                       (9,013)      7,360
  Retained earnings                                   435,211     365,113
--------------------------------------------------------------------------------
   Total shareholders' equity                         490,564     451,667
--------------------------------------------------------------------------------
Total liabilities and shareholders' equity          $ 954,094   $ 937,797
================================================================================
<FN>
       See accompanying notes to the consolidated financial statements.
</TABLE>


                                  -24-

<PAGE>15

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per-Share Amounts)
--------------------------------------------------------------------------------
Years Ended December 31                         1999       1998       1997
--------------------------------------------------------------------------------
<S>                                         <C>        <C>        <C>
Net sales                                   $ 845,925  $ 820,862  $ 829,850
Cost of goods sold                            581,380    560,057    568,424
--------------------------------------------------------------------------------
  Gross profit                                264,545    260,805    261,426

Special charges                                10,692        -          -
Selling, general and
 administrative expenses                      105,439    105,435    109,273
Research and development expenses              34,288     29,655     31,446
--------------------------------------------------------------------------------
  Operating profit                            114,126    125,715    120,707

Interest and financing expenses                (8,379)    (4,487)      (719)
Gain on sale of investment in
 Albright & Wilson stock, net                  22,054        -          -
Other income, net                                 937      1,570        917
--------------------------------------------------------------------------------

Income before income taxes                    128,738    122,798    120,905

Income taxes                                   39,909     38,066     40,923
--------------------------------------------------------------------------------
Net income                                  $  88,829  $  84,732  $  79,982
================================================================================
Basic earnings per share                    $    1.89  $    1.64  $    1.45
Shares used to compute basic
  earnings per share                           46,889     51,558     55,164
================================================================================
Diluted earnings per share                  $    1.87  $    1.63  $    1.44
Shares used to compute diluted
  earnings per share                           47,513     52,136     55,668
================================================================================
Cash dividends declared per share
  of common stock                           $     .40  $     .37  $     .32
================================================================================
<FN>
       See accompanying notes to the consolidated financial statements.
 </TABLE>



                                  -25-

<PAGE>16

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(In Thousands of Dollars Except Share Data)
-------------------------------------------------------------------------------------------------------------
                                                                       Accumulated                   Total
                                      Common Stock         Additional     Other                      Share-
                                 ---------------------      Paid-in   Comprehensive   Retained      holders'
                                   Shares      Amounts      Capital    Income(Loss)   Earnings       Equity
-------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>       <C>           <C>          <C>           <C>
Balance at January 1, 1997       55,046,183     $ 550     $ 250,890     $ 16,677     $ 237,081     $ 505,198
-------------------------------------------------------------------------------------------------------------
Comprehensive income:
  Net income for 1997                                                                   79,982        79,982
  Foreign currency trans-
   lation (net of deferred
   tax benefit of $11,072)                                               (18,122)                    (18,122)
                                                                                                   ----------
 Total comprehensive income                                                                           61,860
Cash dividends declared
 for 1997                                                                              (17,662)      (17,662)
Exercise of stock
 options and SARs                   400,919         4         5,451                                    5,455
Shares purchased and
 retired                         (1,560,300)      (15)      (37,500)                                 (37,515)
-------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997     53,886,802       539       218,841       (1,445)      299,401       517,336
-------------------------------------------------------------------------------------------------------------
Comprehensive income:
  Net income for 1998                                                                   84,732        84,732
  Foreign currency trans-
   lation (net of deferred
   taxes of $5,380)                                                        8,805                       8,805
                                                                                                   ----------
 Total comprehensive income                                                                           93,537
Cash dividends declared
 for 1998                                                                              (19,020)      (19,020)
Exercise of stock
 options                             34,222                     419                                      419
Shares purchased and
 retired                         (6,912,741)      (69)     (140,536)                                (140,605)
-------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998     47,008,283       470        78,724        7,360       365,113       451,667
-------------------------------------------------------------------------------------------------------------
Comprehensive income:
  Net income for 1999                                                                   88,829        88,829
  Foreign currency trans-
   lation (net of deferred
   tax benefit of $9,735)                                                (16,555)                    (16,555)
  Other (net of deferred
   taxes of $104)                                                            182                         182
                                                                                                   ----------
  Total comprehensive income                                                                          72,456
Cash dividends declared
 for 1999                                                                              (18,731)      (18,731)
Exercise of stock
 options and SARs                    48,756                     646                                      646
Shares purchased and
 retired                           (857,400)       (8)      (15,466)                                 (15,474)
-------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999     46,199,639     $ 462     $  63,904     $ (9,013)    $ 435,211     $ 490,564
=============================================================================================================
<FN>
                     See accompanying notes to the consolidated financial statements.
</TABLE>


                                  -26-

<PAGE>17

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)
-------------------------------------------------------------------------------------------------
<S>                                                                 <C>       <C>       <C>
Years Ended December 31                                                1999      1998      1997
-------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                      $ 21,180  $ 34,322  $ 14,242
-------------------------------------------------------------------------------------------------
Cash flows from operating activities:
 Net income                                                           88,829    84,732    79,982
 Adjustments to reconcile net income to cash
  flows from operating activities:
   Depreciation and amortization                                      75,750    75,012    69,044
   Gain on sale of investment in Albright & Wilson
    stock, net                                                       (22,054)      -         -
   Write off of plant facilities                                       7,706       -         -
   Deferred income taxes                                              (2,887)    7,730     8,070
   Change in assets and liabilities, net of effects
     of the purchase of business in 1998:
       (Increase) decrease in accounts receivable                    (10,775)   14,528   (21,069)
       Decrease (increase) in inventories                             12,548   (31,557)  (11,378)
       Increase (decrease) in accounts payable                        18,503    (7,008)  (12,889)
       Increase (decrease) in accrued expenses
        and income taxes                                               4,963       399   (11,423)
       Other, net                                                     (8,286)   (5,982)   (3,233)
-------------------------------------------------------------------------------------------------
       Net cash provided from operating activities                   164,297   137,854    97,104
-------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Capital expenditures                                               (77,569)  (76,747)  (85,284)
  Cost of securities available for sale                             (135,462)      -         -
  Proceeds from sale of securities available for sale                157,516       -         -
  Purchase of non-marketable investments                              (7,791)      -      (7,789)
  Restricted unexpended industrial revenue bond proceeds              (2,618)      -         -
  Acquisition of business                                                 -    (15,229)      -
  Other, net                                                              56     2,213     2,783
-------------------------------------------------------------------------------------------------
       Net cash used in investing activities                         (65,868)  (89,763)  (90,290)
-------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Purchases of common stock                                          (15,474) (140,605)  (37,515)
  Repayments of long-term debt                                      (169,758)  (11,652)     (413)
  Proceeds from borrowings                                           135,060   110,516    61,102
  Dividends paid                                                     (18,797)  (19,271)  (16,563)
  Proceeds from exercise of stock options                                646       419     4,951
-------------------------------------------------------------------------------------------------
       Net cash (used in) provided from financing activities         (68,323)  (60,593)   11,562
-------------------------------------------------------------------------------------------------
Net effect of foreign exchange on cash and cash equivalents           (2,665)     (640)    1,704
-------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                      27,441   (13,142)   20,080
-------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                            $ 48,621  $ 21,180  $ 34,322
=================================================================================================
<FN>
                     See accompanying notes to the consolidated financial statements.
</TABLE>


                                  -27-

<PAGE>18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except for Share Data and Per-Share Amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION
        The consolidated financial statements include the accounts and
operations of Albemarle Corporation and all of its wholly-owned subsidiaries
("the Company" or "Albemarle"). All significant intercompany accounts and
transactions are eliminated in consolidation.

ESTIMATES AND RECLASSIFICATIONS
        The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. Actual results could differ from those estimates.
        Certain amounts in the accompanying consolidated financial statements
and notes thereto have been reclassified to conform to the current presentation.

REVENUE RECOGNITION
        Sales revenue is recognized based (1) upon delivery of product to
customers (2) the price is fixed and determinable and (3) collectibility is
reasonably assured. Revenue from services is recognized when costs of providing
services are incurred.

CASH AND CASH EQUIVALENTS
        Cash and cash equivalents in the accompanying consolidated financial
statements consist of cash and time deposits of the Company. Time deposits of
90 days or less are stated at cost, which approximates market value.

INVENTORIES
        Inventories are stated at the lower of cost or market, with cost
determined on the last-in, first-out ("LIFO") basis for substantially all
domestic inventories except stores and supplies, and on either the
weighted-average or first-in, first-out cost basis for other inventories. Cost
elements included in finished goods inventories are raw materials, direct labor
and manufacturing overhead. Raw materials include purchase and delivery costs.
Stores and supplies include purchase costs.

PROPERTY, PLANT AND EQUIPMENT
        Accounts include costs of assets constructed or purchased, related
delivery and installation costs and interest incurred on significant capital
projects during their construction periods. Expenditures for renewals and
betterments also are capitalized, but expenditures for repairs and maintenance
are expensed as incurred. The cost and accumulated depreciation applicable to
assets retired or sold are removed from the respective accounts, and gains or
losses thereon are included in income. Depreciation is computed primarily by
the straight-line method based on the estimated useful lives of the assets.
        The Company evaluates historical and expected undiscounted operating
cash flows of the related business units or fair value of property, plant and
equipment to determine the future recoverability of any property, plant and
equipment recorded. For purposes of determining these evaluations, undiscounted
cash flows are grouped at levels which management uses to operate the business,
which in some cases include businesses on a worldwide basis. Recorded property,
plant and equipment is reevaluated on the same basis at the end of each
accounting period whenever any significant, permanent changes in business or
circumstances have occurred which might impair recovery.
        The costs of brine wells, leases and royalty interests are primarily
amortized over the estimated average life of the well. On a yearly basis for
all wells, this approximates a unit-of-production method based upon estimated
reserves and production volumes.

ENVIRONMENTAL COMPLIANCE AND REMEDIATION
        Environmental compliance costs include the cost of purchasing and/or
constructing assets to prevent, limit and/or control pollution or to monitor
the environmental status at various locations. These costs are capitalized and
depreciated based on estimated useful lives.
        Environmental compliance costs also include maintenance and operating
costs with respect to pollution prevention and control facilities and other
administrative costs. Such operating costs are expensed as incurred.
        Environmental remediation costs of facilities used in current
operations are generally immaterial and are expensed as incurred.
        Remediation costs and post-remediation costs at facilities or off-plant
disposal sites that relate to an existing condition caused by past operations
are accrued as liabilities and expensed when such costs are reasonably
estimated.

GOODWILL AND OTHER INTANGIBLES
        Goodwill and other intangibles consist principally of goodwill, product
licenses and patents. Goodwill amounting to $15,548 and $18,913 at December 31,
1999 and 1998, respectively, net of accumulated amortization and effects of
foreign currency translation adjustments, arose from the 1993 acquisition of
Potasse et Produits Chimiques SA ("PPC") and the 1998 acquisition of the
Teesport, United Kingdom, operations of Hodgson Specialty Chemicals division of
BTP plc and is being amortized on a straight-line basis over periods of 16 to
20 years. Intangible assets ($2,349 and $2,378 at December 31, 1999 and 1998,
respectively, net of accumulated amortization and effects of foreign currency
translation adjustments) are amortized on a straight-line basis over periods
from three to 17 years. Amortization of goodwill and other intangibles amounted
to $2,091, $2,097 and $2,754 for 1999, 1998 and 1997, respectively.
        Accumulated amortization of goodwill and other intangibles was $16,886
and $14,795 at the end of 1999 and 1998, respectively. The Company evaluates
historical and expected
                                  -28-

<PAGE>19
undiscounted operating cash flows of the related business units to determine
the future recoverability of any goodwill recorded. For purposes of determining
these evaluations, undiscounted cash flows are grouped at levels which
management uses to operate the business, which in some cases include businesses
on a worldwide basis. Recorded goodwill is reevaluated on the same basis at the
end of each accounting period whenever any significant, permanent changes in
business or circumstances have occurred which might impair recovery.

RESEARCH AND DEVELOPMENT EXPENSES
        The Company-sponsored research and development expenses related to
present and future products are expensed currently as incurred.

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
        Annual costs of pension plans are determined actuarially based on SFAS
No. 87, "Employers' Accounting for Pensions" ("SFAS No. 87"). The Company's
policy is to fund U.S. pension plans at amounts not less than the minimum
requirements of the Employee Retirement Income Security Act of 1974 and
generally for obligations under its foreign plans to deposit funds with
trustees and/or under insurance policies. Annual costs of other postretirement
plans are accounted for based on SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions." The policy of the Company is to
fund postretirement health benefits for retirees on a pay-as-you-go basis.

EMPLOYEE SAVINGS PLAN
        Certain Company employees participate in the Albemarle-defined
contribution 401(k) employee savings plan which is generally available to all
U.S. full-time salaried and non-union hourly employees and to employees who are
covered by a collective bargaining agreement which included such participation.
        The plan is funded with contributions by participants and the Company.
The Company's contributions to the 401(k) approximated $5,090, $5,100 and
$4,900 in 1999, 1998 and 1997, respectively.

INCOME TAXES
        The Company and its subsidiaries file consolidated U.S. Federal income
tax returns and individual foreign income tax returns.
        Deferred income taxes result from temporary differences in the
recognition of income and expenses for financial and income tax reporting
purposes, using the liability or balance sheet method. Such temporary
differences result primarily from differences between the financial statement
carrying amounts and tax bases of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to reverse.
It is the Company's policy to record deferred income taxes on any undistributed
earnings of foreign subsidiaries that are not deemed to be, or are not intended
to be, permanently reinvested in those subsidiaries.
        In connection with the spin-off of Ethyl Corporation's ("Ethyl")
olefins and derivatives, bromine chemicals, and specialty chemicals businesses
("the predecessor businesses") into Albemarle Corporation in 1994, the Company
and Ethyl entered into a tax sharing agreement whereby Ethyl agreed to
indemnify and hold harmless the Company against all taxes attributable to the
predecessor businesses prior to the spin-off, with the exception of certain of
the Company's subsidiaries which remained responsible for their taxes.

EARNINGS PER SHARE
        The Company calculates earnings per share ("EPS") as required by SFAS
No. 128, "Earnings Per Share," which requires dual presentation of basic and
diluted EPS.

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
        Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive Income,"
established rules for the reporting and the display of comprehensive income.
Comprehensive income is defined as net income and other comprehensive income.
The Company reflects foreign currency translation adjustments of ($26,290),
$14,185 and ($29,194) in 1999, 1998 and 1997, respectively, net of deferred
income taxes (tax benefits) as the primary component of other comprehensive
income in accumulated other comprehensive (loss) income in the shareholders'
equity section of the consolidated balance sheets and displays the components
of comprehensive income in the consolidated statements of changes in
shareholders' equity.

FOREIGN CURRENCY TRANSLATION
        The assets and liabilities of all foreign subsidiaries were prepared in
their respective local currencies and translated into U.S. dollars based on the
current exchange rate in effect at the balance sheet dates, while income and
expenses were translated at average rates for the periods presented.
Translation adjustments have no effect on net income. Transaction adjustments
are included in cost of goods sold. Foreign currency transaction adjustments
resulted in gains (losses) of $6,034, ($3,023) and $8,325 in 1999, 1998 and
1997, respectively. Foreign currency transaction gains and losses herein are
net of the foreign exchange gains and losses from financial instruments
activity below.

FINANCIAL INSTRUMENTS
        The Company manages its foreign currency exposures by maintaining
certain assets and liabilities in approximate balance and through the use of
foreign exchange contracts. The principal objective of such contracts is to
minimize the risks and/or costs associated with global operating activities.
The Company does not utilize financial instruments for trading or other
speculative purposes. The counterparties to these contractual agreements are
major financial institutions with which the Company generally also has other
financial relationships. The Company is exposed to credit loss in the event of
nonperformance by these
                                  -29-

<PAGE>20
counterparties. However, the Company does not anticipate nonperformance by the
other parties, and no material loss would be expected from their
nonperformance.
        The Company enters into forward currency exchange contracts, which
typically expire within one year, in the regular course of business to assist
in managing its exposure against foreign currency fluctuations on sales and
intercompany transactions.
        While these hedging contracts are subject to fluctuations in value,
such fluctuations are generally offset by the value of the underlying foreign
currency exposures being hedged. Gains and losses on forward contracts are
recognized currently in income. The Company had outstanding forward exchange
contracts at December 31, 1999, hedging Japanese yen receivables and revenues
with a notional value totaling $10,623. The Company had outstanding forward
exchange contracts at December 31, 1998, hedging Japanese yen receivables and
revenues with a notional value totaling $6,512. For the years ended December
31, 1999, 1998 and 1997, the Company recognized (losses) gains of ($1,001),
($876) and $2,167, respectively, in income before income taxes on its forward
exchange contracts.

STOCK-BASED COMPENSATION
        SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS No.
123") encourages, but does not require, companies to record at fair value,
compensation cost for stock-based employee compensation plans. The Company has
chosen to continue to account for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," ("APB Opinion No. 25") and related
interpretations (See Note 9, "Capital Stock"). Under the intrinsic method,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee must pay to acquire the stock.

ENVIRONMENTAL
        The Company accrues for environmental remediation costs and
post-remediation costs on an undiscounted basis at facilities or off-plant
disposal sites that relate to existing conditions caused by past operations in
the accounting period in which responsibility is established and when the
related costs are estimable. In developing these cost estimates, evaluation is
given to currently available facts regarding each site, with consideration
given to existing technology, presently enacted laws and regulations, prior
experience in remediation of contaminated sites, the financial capability of
other potentially responsible parties and other factors, subject to
uncertainties inherent in the estimation process. Additionally, these estimates
are reviewed periodically, with adjustments to the accruals recorded as
necessary.

NEW ACCOUNTING PRONOUNCEMENTS
        The FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" in June, 1998, which was effective for financial
statements for all fiscal quarters beginning after June 15, 1999. In June 1999,
the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133",
postponing SFAS No. 133's to quarters beginning after June 15, 2000. SFAS No.
133 established accounting and reporting standards for derivative instruments
including certain derivative instruments embedded in other contracts and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. At the time of the Company's adoption, SFAS
No. 133 is not expected to have a material impact on the financial position or
results of operations of the Company.



NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION:
        Supplemental information for the consolidated statements of cash flows
is as follows:


<TABLE>
<CAPTION>
                                         1999      1998      1997
--------------------------------------------------------------------------------
<S>                                    <C>       <C>       <C>
Cash paid during the year for:
        Income taxes                   $31,285   $37,650   $37,475
        Interest and financing
          expenses (net of
          capitalization)                8,236     4,492       574
================================================================================
</TABLE>



NOTE 3 - EARNINGS PER SHARE:
  Basic and diluted earnings per share are calculated as follows:


<TABLE>
<CAPTION>
                                         1999      1998      1997
--------------------------------------------------------------------------------
<S>                                    <C>       <C>       <C>
Basic earnings per share
Numerator:
Income available to
        stockholders, as reported      $88,829   $84,732   $79,982
--------------------------------------------------------------------------------
Denominator:
Average number of shares of
        common stock outstanding        46,889    51,558    55,164
--------------------------------------------------------------------------------
Basic earnings per share               $  1.89   $  1.64   $  1.45
================================================================================
Diluted earnings per share
Numerator:
Income available to
        stockholders, as reported      $88,829   $84,732   $79,982
--------------------------------------------------------------------------------
Denominator:
Average number of shares of
        common stock outstanding        46,889    51,558    55,164
Shares issuable upon exercise of
        stock options                      624       578       504
--------------------------------------------------------------------------------
Total shares                            47,513    52,136    55,668
--------------------------------------------------------------------------------
Diluted earnings per share             $  1.87   $  1.63   $  1.44
================================================================================
</TABLE>


                                  -30-

<PAGE>21
NOTE 4 - INVENTORIES:
        Domestic inventories stated on the LIFO basis amounted to $53,145 and
$68,201 at December 31, 1999 and 1998, respectively, which are below
replacement cost by approximately $32,663 and $34,766, respectively. During
1999, the Company's domestic inventory declined resulting in the liquidation of
a portion of 1998's LIFO layer. The liquidation effect on income before income
taxes was approximately $2,100 for 1999.

NOTE 5 - DEFERRED INCOME TAXES AND PREPAID EXPENSES:
        Deferred income taxes and prepaid expenses consist of  the following:


<TABLE>
<CAPTION>
                                               1999             1998
--------------------------------------------------------------------------------
<S>                                          <C>              <C>
Deferred income taxes - current              $14,547          $15,250
Prepaid expenses                               3,475            2,687
--------------------------------------------------------------------------------
        Total                                $18,022          $17,937
================================================================================
</TABLE>


NOTE 6 - PROPERTY, PLANT AND EQUIPMENT:
        Property, plant and equipment, at cost, consists of the following:


<TABLE>
<CAPTION>
                                               1999             1998
--------------------------------------------------------------------------------
<S>                                       <S>              <C>
Land                                      $   18,913       $   18,887
Land improvements                             31,367           35,849
Buildings                                     89,469           87,186
Machinery and equipment                    1,116,626        1,075,277
Construction in progress                      31,132           42,141
--------------------------------------------------------------------------------
        Total                             $1,287,507       $1,259,340
================================================================================
</TABLE>


        The cost of property, plant and equipment is depreciated, generally by
the straight-line method, over the following useful lives: land improvements -
5 to 30 years; buildings - 10 to 40 years; and machinery and equipment - 3 to
25 years.
        Interest capitalized on significant capital projects in 1999, 1998,
and 1997 was $1,978, $1,598 and $1,826, respectively, while amortization of
capitalized interest (which is included in depreciation expense) in 1999, 1998
and 1997 was $1,440, $1,460 and $1,382, respectively.

NOTE 7 - ACCRUED EXPENSES:
        Accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                               1999             1998
--------------------------------------------------------------------------------
<S>                                          <C>              <C>
Employee benefits, payroll
        and related taxes                    $24,548          $25,592
Taxes other than income
        and payroll                            6,298            6,860
Other                                         19,659           20,848
--------------------------------------------------------------------------------
        Total                                $50,505          $53,300
================================================================================
</TABLE>


NOTE 8 - LONG-TERM DEBT:
        Long-term debt consists of the following:


<TABLE>
<CAPTION>
                                               1999             1998
--------------------------------------------------------------------------------
<S>                                         <C>              <C>
Variable-rate bank loans                    $128,700         $169,600
Industrial revenue bonds                      11,000            -
Foreign borrowings                            18,966           22,216
Miscellaneous                                  1,094            1,122
--------------------------------------------------------------------------------
        Total                                159,760          192,938
Less amounts due within one year                 779              408
--------------------------------------------------------------------------------
        Long-term debt                      $158,981         $192,530
================================================================================
</TABLE>


        Maturities of long-term debt for the next five years are as follows:
2000 - $779; 2001 - $322; 2002 - $146,256; 2003 - $332; 2004 - $160 and 2005
through 2021 - $11,911.
        The Company has a five-year, $500,000 unsecured Competitive Advance and
Revolving Credit Facility Agreement (the "Credit Agreement") that was entered
into on September 24, 1996. The maturity date of the Credit Agreement has been
extended to September 29, 2002. At December 31, 1999 and 1998, $115,000 and
$140,000 in borrowings were outstanding under the Credit Agreement,
respectively. The Credit Agreement contains certain covenants typical for a
credit agreement of its size and nature, including financial covenants
requiring the Company to limit consolidated indebtedness (as defined) to not
more than 60% of the sum of the Company's consolidated shareholders' equity (as
defined) and consolidated indebtedness. The average interest rate on 1999 and
1998 borrowings under the Credit Agreement was 5.35% and 5.70%, respectively,
with a year-end interest rate of 6.67% and 5.67% on the balance outstanding at
December 31, 1999 and 1998, respectively.
        The Company has three additional agreements with domestic financial
institutions which provide immediate, uncommitted credit lines, on a short-term
basis, up to a maximum of $115,000 at the individual financial institution's
money market rate. At December 31, 1999 and 1998, $13,700 and $29,600 in
borrowings from these agreements were outstanding, respectively, which the
Company has the ability to refinance with borrowings under the Credit
Agreement; therefore, these amounts have been classified as long-term debt. The
average interest rate on borrowings under these agreements was 5.27% and 5.51%
in 1999 and 1998, respectively, with a year-end interest rate of 6.38% and
5.40% on balances outstanding at December 31, 1999 and 1998, respectively.
        On March 10, 1999, the Company entered into a Loan Agreement with
Columbia County, Arkansas ("the County"), which issued $11,000 in Tax-Exempt
Solid Waste Disposal Revenue Bonds ("Tax-Exempt Bonds") for the purpose of
financing various solid waste disposal facilities at the Company's Magnolia,
Arkansas South Plant. The Tax-Exempt Bonds bear interest at a variable rate
which approximates 65% of the federal funds rate. The average interest rate for
1999 was
                                  -31-

<PAGE>22
3.59% with a year-end interest rate of 5.55%. The Tax-Exempt Bonds will mature
on March 1, 2021 and are collateralized by a transferable irrevocable
direct-pay letter of credit. Concurrently, the Company and the County entered
into a series of agreements. Pursuant to these agreements, the Company will
benefit from a ten-year property tax abatement on all new capital plant
expansions, modifications and/or improvements (except for the restrictions on
the $11,000 Tax-Exempt Bonds) constructed at the Company's Magnolia, Arkansas
South Plant over the next three years, up to a total of $81,000, including the
solid waste disposal facilities mentioned above.
        One of the Company's foreign subsidiaries has an existing agreement
with a foreign bank which provides immediate uncommitted credit lines, on a
short-term basis, up to a maximum of approximately 2.5 billion Japanese yen
($24,475) at the individual bank's money market rate. At December 31, 1999 and
1998, borrowings under this agreement consisted of 1.8 billion Japanese yen
($17,230) and 2.3 billion Japanese yen ($19,617), respectively. The average
interest rate on borrowings under this agreement was 1.50% and 1.62% in 1999
and 1998, respectively with a year-end interest rate of 1.375% and 1.55% at
December 31, 1999 and 1998, respectively.
        Certain of the Company's remaining foreign subsidiaries have three
additional agreements with foreign institutions which provide immediate
uncommitted credit lines, on a short term basis, up to a maximum of
approximately $23,445 at the individual institution's money market rate. These
agreements have been guaranteed by the Company. At December 31, 1999 and 1998,
borrowings under these agreements were $461 and $734, respectively. The average
interest rate on borrowings under these agreements was 5.82% and 7.60% in 1999
and 1998, respectively. The year-end interest rate was 6.25% and 6.725% at
December 31, 1999 and 1998, respectively.
        The Company has the ability to refinance borrowings from the foreign
subsidiaries' agreements with borrowings under the Credit Agreement. Therefore,
these amounts have been classified as long-term debt. Additional foreign
borrowings at December 31, 1999 and 1998, consisted of 8.3 million French
francs ($1,275) and 10.5 million French francs ($1,865), respectively. The
average interest rate on these borrowings was 0.50% and 0.48% in 1999 and 1998,
respectively. The year-end interest rate was 0.50% and 0.49% at December 31,
1999 and 1998, respectively.

NOTE 9 - CAPITAL STOCK:

PREFERRED STOCK
        The Company has the authority to issue 15,000,000 shares of preferred
stock, in one or more classes or series. No shares of the Company's preferred
stock have been issued to date.

STOCK PURCHASES
        During 1999, the Company purchased, in market transactions, 857,400
shares for $15,474, at an average price of $18.05 per share. On September 30,
1998, the Company finalized the purchase of 5,738,241 of its common shares
through a self-tender offer at a price of $19.50 per share plus expenses for an
aggregate cost of approximately $112,659. Earlier in 1998, the Company
purchased, in market transactions, an additional 1,174,500 shares for $27,946,
at an average price of $23.79 per share. During 1997, the Company purchased, in
market transactions, 1,560,300 shares for $37,515, at an average price of
$24.04 per share. As of December 31, 1999, the Company had authorization to
purchase an additional 2,651,300 shares of its common stock.

STOCK OPTION PLANS
        The Company has two incentive plans (1994 and 1998 plans). The plans
provide for incentive awards payable in either cash or common stock of the
Company, qualified and non-qualified stock options ("stock options"), stock
appreciation rights ("SARs"), and restricted stock awards and performance
awards ("stock awards"). Under the 1998 plan, a maximum of 3,000,000 shares of
the Company's common stock may be issued as incentive awards, stock options,
SARs or stock awards. Under the 1994 plan, a maximum of 3,200,000 shares of the
Company's common stock could be issued pursuant to the exercise of stock
options, SARs or the grant of stock awards. At December 31, 1999, 371,919
shares are available under the 1994 grant. However, it is not anticipated that
any additional grants or awards will be made under the 1994 plan.
        Stock options outstanding under the two plans have been granted at
prices which are either equal to or above the market value of the stock on the
date of grant and expire 7 to 10 years after issuance. The stock options become
exercisable based upon growth in either operating earnings as defined from the
base-year earnings, or the increase in fair market value ("FMV") of the
Company's common stock, during a specified period, from the FMV on the date of
grant. However, stock options for 428,500 shares granted from the 1998 plan
become exercisable at the end of the sixth year.
        Contingent restricted stock award agreements relating to 263,500
contingent restricted shares of Albemarle common stock were made with certain
employees of the Company in 1998 and 1999. The fulfillment of the contingencies
are determined over a two- or four-year period based on certain performance
criteria, which, if exceeded, could result in as many as twice the 263,500
being issued as restricted stock, or none may be issued if the performance
criteria are not met. The two-year contingent restricted stock award agreements
totaling 122,000 ended at the end of 1999 at which time it was determined that
61,290 restricted shares would be issued to certain employees. Upon issuance,
the restricted stock thereafter will vest based upon certain criteria over a
period of three years. In addition, with regard to the two- and four-year
plans, 4,860 restricted shares were issued, all of which vest without waiting
the three years, as to certain employees who have retired from the Company.
        Total compensation expense associated with the Company's incentive
plans in 1999, 1998 and 1997 amounted to approximately $2,970, $5,570 and
$3,154, respectively.
                                  -32-

<PAGE>23
Presented below is a summary of the activity in the 1994 and 1998 plans:

<TABLE>
<CAPTION>

                                                                                        Weighted-
                                                                                         Average
                               Shares Available     Options                              Exercise
                                   for Grant        Activity         Options Price        Price
-------------------------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>                    <C>
January 1,1997                     1,102,939       1,751,763       $  9.45 - $17.38       $13.78
-------------------------------------------------------------------------------------------------
Exercised                              -            (473,254)      $  9.45 - $14.81       $13.03
-------------------------------------------------------------------------------------------------
December 31,1997                   1,102,939       1,278,509       $  9.45 - $17.38       $14.06
-------------------------------------------------------------------------------------------------
1998 Plan adoption                 3,000,000
Non-qualifying stock options
  granted                           (591,000)        591,000*      $ 25.25 - $25.75       $25.71
Exercised                              -             (34,222)      $  9.45 - $13.47       $12.26
Restricted stock awards             (250,000)
-------------------------------------------------------------------------------------------------
December 31, 1998                  3,261,939       1,835,287       $ 10.36 - $25.75       $17.84
-------------------------------------------------------------------------------------------------
Non-qualifying stock options
  granted                           (388,500)        388,500*      $ 20.00 - $25.75       $21.48
Exercised                              -             (53,448)      $ 12.29 - $13.13       $12.89
Restricted stock awards              (13,500)
Restricted stock awards canceled      69,350
-------------------------------------------------------------------------------------------------
December 31, 1999                  2,929,289       2,170,339       $ 10.36 - $25.75       $18.62
=================================================================================================
<FN>
*The weighted average fair values of options granted during 1999 and 1998
    were $6.01 and $7.26, respectively.
</TABLE>



The following table summarizes information about fixed-price stock options
at December 31, 1999:


<TABLE>
<CAPTION>
                       Options Outstanding                               Options Exercisable
-------------------------------------------------------------------  ---------------------------
<S> <C>         <C>                <C>              <C>               <C>                <C>
                                 Weighted-          Weighted-                           Weighted
                 Number           Average            Average            Number           Average
   Exercise      Outstanding       Remaining         Exercise         Exercisable       Exercise
    Prices       @ 12/31/99     Contractual Life      Price           @ 12/31/99          Price
-------------------------------------------------------------------  ----------------------------
    $10.36          5,339          0.8 years        $ 10.36               5,339          $ 10.36
     12.12          5,359          2.0 years          12.12               5,359            12.12
     13.47         26,920          3.0 years          13.47              26,920            13.47
     13.13        860,221          4.2 years          13.13             860,221            13.13
     17.38        293,000          6.7 years          17.38             175,800            17.38
     25.25         50,000          8.3 years          25.25               -                25.25
     25.75        501,000          8.3 years          25.75               -                25.75
     25.75         40,000          5.8 years          25.75               -                25.75
     25.75        100,000          6.2 years          25.75               -                25.75
     20.00        288,500          6.5 years          20.00               -                20.00
-------------------------------------------------------------------  ----------------------------
                2,170,339                                             1,073,639
===================================================================  ============================
</TABLE>


                                  -33-

<PAGE>24
        As discussed in Note 1, "Summary of Significant Accounting Policies",
the Company accounts for stock-based compensation plans under APB Opinion No.
25. If compensation cost had been determined based on the fair value at the
grant date for awards made in 1998 and 1996 under the Plans consistent with the
method of SFAS No. 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                                             1999            1998
--------------------------------------------------------------------------------
<S>                                        <C>             <C>
Net income         as reported             $88,829         $84,732
                   pro forma               $88,018         $83,924
--------------------------------------------------------------------------------
Basic earnings     as reported             $  1.89         $  1.64
per share          pro forma               $  1.88         $  1.63
--------------------------------------------------------------------------------
Diluted earnings   as reported             $  1.87         $  1.63
per share          pro forma               $  1.85         $  1.61
================================================================================
</TABLE>


        The fair value of each option is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for options granted in 1999 and 1998, respectively: dividend
yield 2.68% and 1.94%; expected volatility of 31.44% and 30.44%; risk-free
interest rate of 6.56% and 4.65%; and expected lives of seven years.

NOTE 10 - RENTAL EXPENSE AND OTHER DATA:

RENTAL EXPENSE
        The Company has a number of operating lease agreements, primarily for
office space, transportation equipment and storage facilities. Future minimum
lease payments for the next five years for all noncancelable leases as of
December 31, 1999 are $6,519 for 2000, $4,336 for 2001, $3,282 for 2002, $2,477
for 2003, $125 for 2004, and amounts payable after 2004 are $194. Rental
expense was approximately $13,838 for 1999, $13,750 for 1998, and $14,228 for
1997.

CONTRACTUAL AND OTHER COMMITMENTS
        Contractual obligations for plant construction, purchases of real
property and equipment and various take or pay and throughput agreements
amounted to approximately $14,000 at December 31, 1999.

SERVICE AGREEMENTS
        The Company and Ethyl are parties to various agreements, dated as of
February 28, 1994, pursuant to which the Company and Ethyl agreed to coordinate
certain facilities and services of adjacent operating facilities at plants in
Pasadena, Texas and Feluy, Belgium. In addition, the Company and Ethyl are
parties to agreements providing for the blending by the Company of Ethyl's
additive products and the production of antioxidants and manganese-based
antiknock compounds at the Orangeburg, South Carolina plant. The Company's
billings to Ethyl in 1999, 1998 and 1997 in connection with these agreements
amounted to approximately $29,556, $31,423 and $29,051, respectively.
        The Company and MEMC Pasadena, Inc. ("MEMC Pasadena") are parties to
agreements dated as of July 31, 1995 and subsequently revised effective May 31,
1997, pursuant to which the Company provides certain utilities and services to
the MEMC Pasadena site which is located at Albemarle's Pasadena plant and on
which the electronic materials facility is located. MEMC Pasadena agreed to
reimburse Albemarle for all the costs and expenses plus a percentage fee
incurred as a result of these agreements. The Company's billings to MEMC
Pasadena, in connection with these agreements amounted to approximately $6,339
in 1999, $9,430 in 1998 and $38,421 in 1997. The reduction in 1999 and 1998
from 1997 was the result of the Company providing fewer services as a result of
the 1997 revision to the agreements, including, but not limited to, plant
operations and engineering costs.
        The Company and Amoco are parties to numerous operating and service
agreements, dated as of March 1, 1996, pursuant to which the Company provides
operating and support services, certain utilities and products to Amoco, and
Amoco provides operating and support services, certain utilities and products
to Albemarle. The Company's billings to Amoco in 1999, 1998 and 1997, in
connection with these agreements, amounted to approximately $39,270, $40,985
and $41,520, respectively. Amoco's billings to the Company in 1999, 1998 and
1997, in connection with these agreements, amounted to $14,735, $16,611 and
$14,647 million, respectively.

ENVIRONMENTAL
        The Company has recorded liabilities of approximately $10,024 and
$9,242 at December 31, 1999 and 1998, respectively, which represents
management's best estimate of the Company's future remediation and other
anticipated environmental costs relating to past operations.
        Although it is difficult to quantify the potential financial impact of
compliance with environmental protection laws, management estimates, based on
the latest available information, that there is a reasonable possibility that
future environmental remediation costs to be incurred over a period of time
associated with the Company's past operations in excess of amounts already
recorded, could be up to $11,289 before income taxes. However, the Company
believes that any sum it may be required to pay in connection with
environmental remediation matters in excess of the amounts recorded will not
have a material adverse impact on its financial condition or results of
operations, but could have a material adverse impact in a particular reporting
period.
                                  -34-

<PAGE>25
LITIGATION
        The Company is, from time-to-time, subject to routine litigation
incidental to its businesses. The Company is not party to any pending
litigation proceedings that are expected to have a material adverse effect on
the Company's results of operations or financial condition.

NOTE 11 - PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS:
        The Company has noncontributory defined-benefit pension plans covering
most employees. The benefits for these plans are based primarily on
compensation and/or years of service. The funding policy for each plan complies
with the requirements of relevant governmental laws and regulations. Plan
assets consist principally of common stock, U.S. government and corporate
obligations and group annuity contracts. The pension information for all
periods presented includes amounts related to salaried and hourly plans. The
prepaid benefit cost related to pensions is included in "Other assets and
deferred charges" on the consolidated balance sheets.
        The Company provides postretirement medical benefits and life insurance
for certain groups of U.S. retired employees. Medical and life insurance
benefit costs are funded principally on a pay-as-you-go basis. Although the
availability of medical coverage after retirement varies for different groups
of employees, the majority of employees who retire before becoming eligible for
Medicare can continue group coverage by paying all or most of the cost of a
composite monthly premium designed to cover the claims incurred by active and
retired employees. The availability of group coverage for Medicare-eligible
retirees also varies by employee group with coverage designed either to
supplement or coordinate with Medicare. Retirees generally pay a portion of the
cost of the coverage. Plan assets for retiree life insurance are held under an
insurance contract and reserved for retiree life insurance benefits. The
accrued postretirement benefit cost is included in "Other noncurrent
liabilities" in the consolidated balance sheets.
        Pension coverage for employees of the Company's foreign subsidiaries is
provided through separate plans. Obligations under such plans are
systematically provided for by depositing funds with trustees or under
insurance policies. The pension cost, actuarial present value of benefit
obligations and plan assets have been combined with the Company's other pension
disclosure information presented.

                                  -35-

<PAGE>26
The following provides a reconciliation of benefit obligations, plan assets and
   funded status of the plans, as well as a summary of significant assumptions:


<TABLE>
<CAPTION>
                                                                                  Other
                                             Pension Benefits            Postretirement Benefits
-------------------------------------------------------------------------------------------------
                                          1999             1998            1999            1998
-------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>              <C>             <C>
Change in benefit obligations
-------------------------------------------------------------------------------------------------
Benefit obligation at January 1        $ 341,029       $  302,807       $ 58,706        $ 50,060
Service cost                               9,676            8,419          2,152           1,940
Interest cost                             22,425           21,407          3,738           3,600
Plan amendments                            1,234              236          -                  14
Assumption changes                       (20,952)          21,537         (4,592)          4,285
Actuarial loss(gain)                       1,122              967         (2,847)            288
Benefits paid                            (16,100)         (14,867)        (1,248)         (1,481)
Plan curtailments and termination
  benefits                                   351            -              -               -
Effect of foreign exchange                  (671)             523          -               -
-------------------------------------------------------------------------------------------------
Benefit obligation at December 31      $ 338,114       $  341,029       $ 55,909        $ 58,706
=================================================================================================
Change in plan assets
-------------------------------------------------------------------------------------------------
Fair value of plan assets at
   January 1                           $ 480,059       $  435,172       $  6,627        $  6,708
Actual return on plan assets              75,182           57,356            570             471
Employer contributions                     1,612            2,254          1,248             929
Benefits paid                            (16,100)         (14,867)        (1,248)         (1,481)
Effect of foreign exchange                  (303)             144          -               -
-------------------------------------------------------------------------------------------------
Fair value of plan assets
      at December 31                   $ 540,450       $  480,059       $  7,197        $  6,627
=================================================================================================
Funded status of plans
-------------------------------------------------------------------------------------------------
Over (under) funded status             $ 202,336       $  139,030       $(48,712)       $(52,079)
Unrecognized net gain                   (128,653)         (73,406)       (11,525)         (4,227)
Unrecognized prior service cost            8,605            9,254            796             895
Unrecognized net transition asset         (5,342)          (7,693          -               -
-------------------------------------------------------------------------------------------------
Prepaid (accrued) benefit cost
      at December 31                   $  76,946       $   67,185       $(59,441)       $(55,411)
=================================================================================================
Assumption percentages as of December 31
-------------------------------------------------------------------------------------------------
Discount rate                               7.25%            6.75%          7.25%           6.75%
Expected return on plan assets              9.50%            9.50%          7.00%           9.50%
Rate of compensation increase               4.50%            4.50%          4.50%           4.50%
=================================================================================================
</TABLE>




The components of net periodic pension and postretirement benefit (income)
expense are as follows:


<TABLE>
<CAPTION>
                                                                                  Other
                                           Pension Benefits              Postretirement Benefits
-------------------------------------------------------------------------------------------------
                                       1999      1998      1997          1999     1998     1997
-------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>      <C>            <C>      <C>      <C>
Service cost                         $ 9,676   $ 8,419  $ 7,350        $ 2,152  $ 1,940  $ 1,765
Interest cost                         22,425    21,407   20,361          3,738    3,600    3,286
Expected return on assets            (40,100)  (35,984) (32,714)          (439)    (588)    (610)
Plan curtailments/-
    termination benefits                 713     -        -              -        -        -
Amortization of prior service cost     1,553     1,466    1,445             99       99       98
Amortization of (gain) loss              102        58       37           (271)    (381)    (573)
Amortization of transition asset      (2,351)   (2,718)  (2,719)         -        -        -
-------------------------------------------------------------------------------------------------
Benefit (income) expense             $(7,982)  $(7,352) $(6,240)       $ 5,279  $ 4,670  $ 3,966
=================================================================================================
</TABLE>


                                  -36-

<PAGE>27

        The Company has a Supplemental Retirement Plan ("SRP"), which provides
unfunded supplemental retirement benefits to certain management or highly
compensated employees of the Company. The SRP provides for incremental
pension payments partially to offset the reduction in amounts that would have
been payable from the Company's principal pension plan if it were not for
limitations imposed by federal income tax regulations. Expense relating to the
plan of $934, $785 and $777 was recorded for the years ended December 31, 1999,
1998 and 1997, respectively. The accumulated benefit obligation recognized in
the Company's consolidated balance sheet at December 31, 1999 and 1998 was
$8,548 and $8,193, respectively. The benefit expenses and obligations of this
SRP are included in the tables on the preceding page.
        In 1999, the Company recognized a one-time curtailment loss and special
termination benefits charge related to pension plans of $713, which were both
included in special charges (See Note 13, "Special Items"), as required by SFAS
No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," reflecting the voluntary
separation offers accepted by 122 salaried and wageroll employees throughout
the Company.
        The assumed health care cost trend rate was 8% in 1999, 9% in 1998 and
10% in 1997, declining by 1% per year to an ultimate rate of 7%, except that
managed care costs were assumed to be 6% in 1999, 6% in 1998 and 7% in 1997.
        Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one-percentage-point change in
assumed health care cost trend rates at December 31, 1999 would have the
following effects:


<TABLE>
<CAPTION>
                                        One-Percentage-       One-Percentage
                                        Point Increase        Point Decrease
--------------------------------------------------------------------------------
<S>                                        <C>                  <C>
Effect on total of service and
interest cost components                   $   900              $   (700)
--------------------------------------------------------------------------------
Effect on postretirement
benefit obligation                         $ 7,400              $ (5,900)
================================================================================
</TABLE>


OTHER POSTEMPLOYMENT BENEFITS
        The Company also provides certain postemployment benefits to former or
inactive employees who are not retirees. The Company funds postemployment
benefits on a pay-as-you-go basis. These benefits include salary continuance,
severance and disability health care and life insurance which are accounted for
under SFAS No. 112 "Employers' Accounting for Postemployment Benefits." The
accrued postemployment benefit liability was approximately $1,734 and $1,656 at
December 31, 1999 and 1998, respectively.

NOTE 12 - INCOME TAXES:
        Income before income taxes and current and deferred income taxes
(benefits) are composed of the following:

<TABLE>
<CAPTION>

Years ended December 31                 1999          1998          1997
--------------------------------------------------------------------------------
<S>                                 <C>            <C>           <C>
Income before income taxes:
 Domestic                           $  98,395      $110,877      $100,157
 Foreign                               30,343(a)     11,921        20,748
--------------------------------------------------------------------------------
   Total                            $ 128,738      $122,798      $120,905
================================================================================
Current income taxes (benefits):
 Federal                            $  27,336      $ 29,413      $ 26,586
 State                                  1,351         1,516         1,981
 Foreign                               14,109          (593)        4,286
--------------------------------------------------------------------------------
   Total                               42,796        30,336        32,853
--------------------------------------------------------------------------------
Deferred income taxes (benefits):
 Federal                                2,542         7,456         7,568
 State                                 (4,406)          835         1,042
 Foreign                               (1,023)         (561)         (540)
--------------------------------------------------------------------------------
   Total                               (2,887)        7,730         8,070
--------------------------------------------------------------------------------
Total income taxes                  $  39,909      $ 38,066      $ 40,923
================================================================================
<FN>
(a) Includes the gain on sale of investment in Albright & Wilson stock, net
totaling $22,054 ($14,381 net of income tax).
</TABLE>


        The significant differences between the U.S. federal statutory rate
and the effective income tax rate are as follows:


<TABLE>
<CAPTION>
                                           % of Income Before Income Taxes
--------------------------------------------------------------------------------
                                              1999      1998      1997
--------------------------------------------------------------------------------
<S>                                          <C>       <C>       <C>
Federal statutory rate                        35.0%     35.0%     35.0%
Foreign sales corporation
 benefit                                      (2.4)     (2.1)     (1.9)
State taxes, net of federal
 tax benefit                                   0.9       1.3       1.5
Depletion                                     (1.0)     (1.1)     (1.1)
Other items, net                              (1.5)     (2.1)      0.3
--------------------------------------------------------------------------------
Effective income tax rate                     31.0%     31.0%     33.8%
================================================================================
</TABLE>


                                  -37-

<PAGE>28
        The deferred income tax assets and deferred income tax liabilities
recorded on the consolidated balance sheets as of December 31, 1999 and
1998, consist of the following:


<TABLE>
<CAPTION>
                                                                          1999            1998
-------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>
Deferred tax assets:
  Postretirement benefits other than pensions                          $ 21,728        $ 20,760
  Accrued employee benefits                                               5,906           7,048
  LIFO inventories                                                        4,884           5,103
  Foreign tax benefit                                                     3,215           -
  Accrued liabilities                                                     1,666           3,476
  Intercompany profit in inventories                                      2,608           2,957
  Environmental reserves                                                  3,095           2,936
  U.K. subsidiary net operating loss carryforwards                          494           -
  Foreign currency translation adjustments                                5,283           -
  Other                                                                   3,396           4,136
-------------------------------------------------------------------------------------------------
Net deferred tax assets                                                  52,275          46,416
-------------------------------------------------------------------------------------------------
Deferred tax liabilities:
  Depreciation                                                           91,466         100,876
  Pensions                                                               27,897          24,709
  Gain on Belgian intercompany loan                                       7,321           7,648
  Foreign currency translation adjustments                                -               4,452
  Capitalization of interest                                              2,296           2,116
  Other                                                                     759           1,365
-------------------------------------------------------------------------------------------------
Gross deferred tax liabilities                                          129,739         141,166
-------------------------------------------------------------------------------------------------
Net deferred tax liabilities                                           $ 77,464        $ 94,750
-------------------------------------------------------------------------------------------------
Reconciliation to consolidated balance sheets:
  Current deferred tax assets                                          $ 14,547        $ 15,250
  Deferred tax liabilities                                               92,011         110,000
-------------------------------------------------------------------------------------------------
Net deferred tax liabilities                                           $ 77,464        $ 94,750
=================================================================================================
</TABLE>


        Approximately $23,000 of accumulated operating loss carryforwards
from the Company's Belgian subsidiary (approximately $9,400 tax benefit)
were utilized in 1998 to offset Belgian taxable income. Valuation
allowances of approximately $2,100, related to accumulated operating loss
carryforwards were reversed in 1998.

                                  -38-

<PAGE>29
NOTE 13 - SPECIAL ITEMS:
        In May 1999, the Company sold all of its 58,394,049 common shares of
Albright & Wilson plc ("Albright & Wilson"), a United Kingdom chemicals
company, that were acquired in March 1999, as part of its friendly tender offer
for Albright & Wilson, to ISPG, Plc, the competing bidder, for an aggregate
consideration of $157,516, resulting in a gain of $22,054 ($14,381 after income
taxes or 30 cents per share on a diluted basis), net of transaction expenses.
The net proceeds from the sale of the common shares were primarily used to pay
down debt under the Company's existing Credit Agreement.
        During the last three quarters of 1999, the Company incurred special
charges of $10,692 ($6,717 after income taxes or 14 cents per share on a
diluted basis) that resulted primarily from voluntary separation offers made to
various employees throughout the Company. The program impacted a total of 122
salaried and wageroll employees.

NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS:
        In assessing the fair value of financial instruments, the Company uses
methods and assumptions that are based on market conditions and other risk
factors existing at the time of assessment. Fair value information for the
Company's financial instruments is as follows:
        Cash and Cash Equivalents - The carrying value approximates fair value
due to their short-term nature.
        Long-term Debt - The carrying value of the Company's long-term debt
reported in the accompanying consolidated balance sheets at December 31, 1999
and 1998, approximates fair value since substantially all of the Company's
long-term debt bears interest based on prevailing variable market rates
currently available in the countries in which the Company has borrowings.
        Foreign Currency Exchange Contracts - The fair values of the Company's
forward currency exchange contracts are estimated based on current settlement
values. The fair value of the forward contracts represent a net liability
position of $141 and $435 at December 31, 1999, and December 31, 1998,
respectively.


NOTE 15 - QUARTERLY FINANCIAL SUMMARY (UNAUDITED):


<TABLE>
<CAPTION>

                                                         First     Second      Third     Fourth
                                                        Quarter    Quarter    Quarter    Quarter
-------------------------------------------------------------------------------------------------
<S>                                                    <C>        <C>        <C>        <C>
1999
Net sales                                              $208,345   $200,811   $212,086   $224,683
Gross profit                                           $ 73,459   $ 59,370   $ 61,163   $ 70,553
Special charges(a)                                     $   -      $ (5,779)  $   (852)  $ (4,061)
Gain on sale of investment in Albright & Wilson (b)    $   -      $ 22,054   $   -      $   -
Net income                                             $ 23,172   $ 24,613   $ 17,139   $ 23,905
Basic earnings per share                               $    .49   $    .52   $    .37   $    .51
Shares used to compute basic earnings per share(c)       47,016     47,033     46,949     46,557
Diluted earnings per share                             $    .49   $    .52   $    .36   $    .51
Shares used to compute diluted earnings per share(c)     47,746     47,731     47,475     47,102

1998
Net sales                                              $215,149   $204,103   $196,192   $205,418
Gross profit                                           $ 67,821   $ 66,178   $ 57,509   $ 69,297
Net income                                             $ 22,649   $ 21,811   $ 17,577   $ 22,695
Basic earnings per share                               $    .42   $    .41   $    .33   $    .48
Shares used to compute basic earnings per share(c)       53,469     53,069     52,695     46,999
Diluted earnings per share                             $    .42   $    .41   $    .33   $    .48
Shares used to compute diluted earnings per share(c)     53,981     53,681     53,293     47,590
=================================================================================================
<FN>

Notes:
(a) Represents second quarter charge of $5,779 ($3,587 after income taxes), third quarter charge
    of $852 ($543 after income taxes) and fourth quarter charge of $4,061 ($2,587 after income
    taxes) related to work-force reduction programs at certain of the Company's facilities.
(b) Includes the second quarter gain on sale of investment in Albright & Wilson stock, net
    totaling $22,054 ($14,381 net of income taxes).
(c) Includes the effects of the purchase of 182,000 and 675,400 common shares in the third and
    fourth quarters of 1999 and 772,100, 338,600 and 5,802,041 common shares purchased during the
    first, second and third quarters of 1998, respectively.
</TABLE>


                                  -39-

<PAGE>30
NOTE 16 - OPERATING SEGMENTS AND GEOGRAPHIC AREA INFORMATION:
        The Company is a global manufacturer of specialty polymer and fine
chemicals, grouped into two operating segments: Polymer Chemicals and Fine
Chemicals. The operating segments were determined based on management
responsibility. The Polymer Chemicals' operating segment is comprised of flame
retardants, organometallics and catalysts, and polymer additives and
intermediates. The Fine Chemicals' operating segment is comprised of
agrichemicals, bromine and derivatives, pharmachemicals, potassium and chlorine
chemicals, and surface actives.
        The accounting policies of the segments are the same as those described
in Note 1, "Summary of Significant Accounting Policies." The Company evaluates
the performance of its operating segments based on operating profit which
represents income before income taxes, before gain on sale of investment in
Albright & Wilson stock, net and before interest and financing expenses and
other income, net. Segment data includes intersegment transfers of raw
materials at cost and foreign exchange transaction gains and losses, as well as
allocations for certain corporate costs.
        Summarized financial information concerning the Company's reportable
segments is shown in the following table. The "Corporate & Other" column
includes corporate-related items not allocated to the reportable segments.


<TABLE>
<CAPTION>
                                           Polymer      Fine       Corporate
Operating Segment Results                 Chemicals   Chemicals    & Other       Total
-------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>
1999
Net sales                                 $ 449,156   $ 396,769       -       $ 845,925
Operating profit(a)                          73,083      60,187   $ (19,144)    114,126
Identifiable assets                         331,505     436,669     185,920     954,094
Depreciation and amortization                29,027      45,452       1,271      75,750
Capital expenditures                         43,289      31,119       3,161      77,569

1998
Net sales                                   417,998     402,864       -         820,862
Operating profit(a)                          76,608      69,619     (20,512)    125,715
Identifiable assets                         322,944     475,810     139,043     937,797
Depreciation and amortization                29,807      43,800       1,405      75,012
Capital expenditures                         40,012      30,147       6,588      76,747

1997
Net sales                                   411,134     418,716       -         829,850
Operating profit(a)                          72,802      65,274     (17,369)    120,707
Identifiable assets                         281,616     472,283     134,282     888,181
Depreciation and amortization                26,728      40,965       1,351      69,044
Capital expenditures                         28,115      55,537       1,632      85,284
=================================================================================================


Net Sales(b)                                    1999            1998            1997
-------------------------------------------------------------------------------------------------
United States                               $ 480,070       $ 470,818       $ 453,211
Foreign                                       365,855         350,044         376,639
-------------------------------------------------------------------------------------------------
Total                                       $ 845,925       $ 820,862       $ 829,850
=================================================================================================


Long-Lived Assets as of December 31             1999            1998            1997
-------------------------------------------------------------------------------------------------
United States                               $ 410,626       $ 406,928       $ 399,357
France                                         85,696         109,206         109,841
Other foreign countries                        16,960          19,825           5,043
-------------------------------------------------------------------------------------------------
Total                                       $ 513,282       $ 535,959       $ 514,241
=================================================================================================
<FN>
Notes: (a) Includes the effects of foreign exchange transaction (losses) gains of $6,034,
           ($3,023)and $8,325 in 1999, 1998 and 1997, respectively.
       (b) No foreign country exceeds 10% of total Company net sales.
</TABLE>


                                  -40-

<PAGE>31
NOTE 17 - ACQUISITIONS:
        As of the close of business on October 30, 1998, the Company, through
Albemarle UK Limited, a newly created subsidiary, acquired the Teesport, United
Kingdom, operations of Hodgson Specialty Chemicals division of BTP plc for
approximately $15,229. The purchase price for this acquisition consisted
primarily of property, plant and equipment, goodwill and inventory. No pro
forma financial information is provided for this acquisition for the period
presented since its impact was immaterial to the Company's consolidated results
of operations and financial position.

NOTE 18 - SUBSEQUENT EVENT:
        On January 20, 2000, the Company and Ferro Corporation ("Ferro")
announced that an agreement in principle had been reached whereby the Company
would purchase the PYRO-CHEK(r) flame retardant business of Ferro along with an
operating plant at Port-de-Bouc, France.

                                  -41-

<PAGE>32
MANAGEMENT'S REPORT ON  THE CONSOLIDATED FINANCIAL STATEMENTS

        Albemarle Corporation's management has prepared the consolidated
financial statements and related notes appearing on pages 24 through 41 in
conformity with accounting principles generally accepted in the United States.
In so doing, management makes informed judgments and estimates of the expected
effects of events and transactions. Actual results may differ from management's
judgments and estimates. Financial data appearing elsewhere in this annual
report are consistent with these consolidated financial statements.
        Albemarle maintains a system of internal controls to provide
reasonable, but not absolute, assurance of the reliability of the financial
records and the protection of assets. The internal control system is supported
by written policies and procedures, careful selection and training of qualified
personnel and an extensive internal audit program.
        These consolidated financial statements have been audited by
PricewaterhouseCoopers LLP, independent certified public accountants. Their
audit was made in accordance with auditing standards generally accepted in the
United States and included an evaluation of Albemarle's internal accounting
controls to the extent considered necessary to determine audit procedures.
        The audit committee of the Board of Directors, composed only of
non-employee directors, meets with management, internal auditors and the
independent accountants to review accounting, auditing and financial reporting
matters. The independent accountants are appointed by the board on
recommendation of the audit committee, subject to shareholder approval.



R
EPORT OF INDEPENDENT ACCOUNTANTS

PRICEWATERHOUSECOOPERS

To the Board of Directors and Shareholders of Albemarle
Corporation:

        In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, changes in shareholders' equity and
of cash flows present fairly, in all material respects, the financial position
of Albemarle Corporation and subsidiaries (the "Company") at December 31, 1999
and 1998, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

                                                 /s/PricewaterhouseCoopers LLP

                                                    February 4, 2000

                                                    Richmond, Virginia

                                  -42-

<PAGE>33

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
        None.


PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
        The information contained in the Proxy Statement under the caption
"Election of Directors" concerning directors and persons nominated to become
directors of the Company is incorporated herein by reference. The names and
ages of all officers of the Company as of March 1, 2000 are set forth below:

Name   Age     Office
--------------------------------------------------------------------------------
Floyd D. Gottwald, Jr.*         77      Chairman of the Board and of the
                                           Executive Committee, Chief Executive
                                           Officer and Director
Charles B. Walker*              61      Vice Chairman of the Board, Chief
                                           Financial Officer and Director
Mark C. Rohr                    48      President and Chief Operating Officer
E. Whitehead Elmore             61      Senior Vice President, General Counsel
                                           and Corporate Secretary
John G. Dabkowski               51      Vice President - Global Business
Dixie E. Goins                  49      Vice President Research and Development
William M. Gottwald*            52      Vice President - Corporate Strategy,
                                           Secretary to the Executive Committee
                                           and Director
Jack P. Harsh                   47      Vice President - Human Resources
Robert G. Kirchhoefer           59      Treasurer and Chief Accounting Officer
George A. Newbill               56      Vice President - Sourcing
Gary L. Ter Haar                63      Vice President - Health and Environment
Michael D. Whitlow              48      Vice President - Americas Sales and
                                           Global Accounts
Edward G. Woods                 58      Vice President Corporate Development

* Member of the Executive Committee


ADDITIONAL INFORMATION - OFFICERS OF THE COMPANY
        The term of office of each such officer is until the meeting of the
Board of Directors following the next annual shareholders' meeting (April 26,
2000). All such officers have been employed by the Company or its predecessor
for at least the last five years, with the exception of William M. Gottwald,
Jack P. Harsh and Mark C. Rohr. William M. Gottwald joined Albemarle after
being associated with the Company's predecessor since 1981, most recently as
senior vice president responsible for finance, planning and information
resources. Jack P. Harsh joined Albemarle effective November 16, 1998, from
Union Carbide Corporation in Danbury, Connecticut, where he directed human
resources for the solvents, intermediates and monomers business and
supply-chain planning organization. He was elected vice president - human
resources, effective December 1, 1998. Mark C. Rohr was elected executive vice
president operations on April 1, 1999 and assumed the position of president and
chief operating officer on January 1, 2000.
        Prior to joining Albemarle, Mr. Rohr was senior vice president for the
Specialty Chemicals group of Occidental Chemical Corporation in Dallas, Texas.


ITEM 11. EXECUTIVE COMPENSATION
        The information contained in the Proxy Statement under the caption
"Compensation of Executive Officers and Directors" concerning executive
compensation is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        The information contained in the Proxy Statement under the caption
"Stock Ownership" is incorporated herein by reference.

                                  -43-

<PAGE>34

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
        The information contained in the Proxy Statement under the captions
"Certain Relationships and Related Transactions" and "Stock Ownership" is
incorporated herein by reference.


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial and informational statements of
the registrant are included in Part II Item 8 on pages 24 to 42:

Consolidated Balance Sheets as of December 31, 1999 and 1998

Consolidated Statements of Income, Changes in Shareholders' Equity and Cash
Flows for the years ended December 31, 1999, 1998, and 1997


Notes to the Consolidated Financial Statements

Management's Report on the Consolidated Financial Statements

R
eport of Independent Accountants

(a)(2) No Financial Statement Schedules are provided in accordance with Item
14(a)(2) as the information is either not applicable, not required or has
been furnished in the Consolidated Financial Statements or Notes thereto.

(a)(3) Exhibits
The following documents are filed as exhibits to this Form 10-K pursuant to
Item 601 of Regulation S-K:

3.1     Amendment to Restated Articles of Incorporation of the registrant
        [filed as Exhibit 3.1 to the Company's Form 10-K for 1994 (No.
        1-12658), and incorporated herein by reference].

3.2     Amended By-laws of the registrant, adopted February 23, 2000.

10.1    Credit Agreement, dated as of September 24, 1996, between the Company,
        NationsBank, N.A., as administrative agent and Bank of America National
        Trust and Savings Association (formerly Bank of America Illinois), The
        Bank of New York and the Chase Manhattan Bank, as co-agents and certain
        commercial banks [filed as Exhibit 10.1 to the Company's Third Quarter
        1996 Form 10-Q (No. 1-12658) and incorporated herein by reference].

10.2    The Company's 1994 Omnibus Stock Incentive Plan, adopted on February 8,
        1994 [filed as Exhibit 10.1 to the Company's Form S-1 (No. 33-77452),
        and incorporated herein by reference].

10.3    The Company's Bonus Plan, adopted on February 8, 1994 [filed as Exhibit
        10.8 to the Company's Form 10 (No. 1-12658), and incorporated herein by
        reference].

10.4    Savings Plan for the Employees of the Company, adopted on February 8,
        1994 [filed as Exhibit 10.9 to the Company's Form 10 (No. 1-12658), and
        incorporated herein by reference].

10.5    The Company's Excess Benefit Plan [filed as Exhibit 10.10 to the
        Company's Form 10 (No. 1-12658), and incorporated herein by reference].

10.6    The Company's Supplemental Retirement Plan [filed as Exhibit 10.11 to
        the Company's Form 10 (No. 1-12658), and incorporated herein by
        reference].

10.7    The Company's Agreement between Certain Executives [filed as Exhibit
        10.12 to the Company's Form 10 (No. 1-12658), and incorporated herein by
        reference].

10.8    The Company's 1998 Incentive Plan, adopted April 22, 1998 [filed as
        Exhibit 10.8 to the Company's Form 10-K for 1998 (No. 1-12658), and
        incorporated herein by reference].

10.9    The Company's compensation arrangement with Mark C. Rohr dated February
        26, 1999 filed herewith.

11.     Statements re: Computation of Pro Forma Earnings Per Share for years
        ended December 31, 1999 and 1998.

21.     Subsidiaries of the Company.

99.     Five-Year Summary (see page 46).

(b)     No report on Form 8-K was filed in the last quarter of the period
        covered by this report.

(c)     Exhibits - The response to this portion of Item 14 is submitted as a
        separate section of this report.

Note:   Part IV Item 14(1) 5 documents 3.2, 10.9, 11, 21 and Item 14(c) are not
        included herein. They will be filed in the Securities and Exchange
        Commission EDGAR filing of the Form 10-K document only.
                                  -44-

<PAGE>35

SIGNATURES
        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

ALBEMARLE CORPORATION
(Registrant)
By:  /s/ Floyd D. Gottwald,Jr.
----------------------------------------------
Floyd D. Gottwald, Jr., Chairman of the Board

Dated: March 1, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of March 1, 2000.

SignatureTitle
--------------------------------------------------------------------------------
/s/ Floyd D. Gottwald, Jr.      Chairman of the Board, Chairman of the Executive
--------------------------         Committee, Chief Executive Officer and
(Floyd D. Gottwald, Jr.            Director (Principal Executive Officer)

/s/ Charles B. Walker           Vice Chairman of the Board, Chief Financial
--------------------------         Officer and Director (Principal Financial
(Charles B. Walker)                Officer)

/s/ Robert G. Kirchhoefer       Treasurer and Chief Accounting Officer
--------------------------         (Principal Accounting Officer)
(Robert G. Kirchhoefer)

/s/ Craig R. Andersson          Director
--------------------------
(Craig R. Andersson)

/s/ John D. Gottwald            Director
--------------------------
(John D. Gottwald)

/s/ William M. Gottwald         Vice President - Corporate Strategy and Director
--------------------------
(William M. Gottwald)

/s/ Seymour S. Preston III      Director
--------------------------
(Seymour S. Preston, III)

/s/ Emmett J. Rice              Director
--------------------------
(Emmett J. Rice)

/s/ Charles E. Stewart          Director
--------------------------
(Charles E. Stewart)

/s/ Anne M. Whittemore          Director
--------------------------
(Anne M. Whittemore)
                                  -45-


<PAGE>36
                                 EXHIBIT INDEX

3.1     Restated Articles of Incorporation      Incorporated by reference
                                                     see page 34

3.2     By-laws                                 Page 37

10.1    Credit Agreement, dated                 Incorporated by reference
         September 24, 1996                          see page 34

10.2    Omnibus Stock Incentive Plan            Incorporated by reference
                                                     see page 34

10.3    Bonus Plan                              Incorporated by reference
                                                     see page 34

10.4    Savings Plan                            Incorporated by reference
                                                     see page 34

10.5    Excess Benefit Plan                     Incorporated by reference
                                                     see page 34

10.6    Supplement Retirement Plan              Incorporated by reference
                                                     see page 34

10.7    Agreement Between Certain               Incorporated by reference
         Executives                                  see page 34

10.8    1998 Incentive Plan                     Incorporated by reference
                                                     see page 34

10.9    Compensation Agreement with             Page 47
         Mark Rohr

11      Computation of Pro Forma Earnings       Page 50
         Per Share-years ended 1999 and 1998

21      Subsidiaries of Company                 Page 51

23      Consent of Independent Certified        Page 52
         Public Accountants

27      Financial Data Schedule                 Page 53

99      Five Year Summary                       Page 54






     Exhibit 3.2


<PAGE>37

                    ALBEMARLE CORPORATION
                    ---------------------
                          BY-LAWS
                          -------
                         ARTICLE I
                         ----------

                  Meeting of Shareholders
                  -----------------------

      SECTION 1.  PLACES OF MEETINGS. All meetings of the
shareholders shall be held at such place, either within or
without the Commonwealth of Virginia, as may, from time to time,
be fixed by the Board of Directors.

      SECTION 2.  ANNUAL MEETINGS. The annual meeting of the
shareholders, for the election of directors and transaction of
such other business as may come before the meeting, shall be
held each year in Richmond, Virginia at 11:00 a.m. EDT on the
fourth Wednesday in April or at such other date and time as the
Board of Directors of the Corporation may designate from time to
time.

      SECTION 3. SPECIAL MEETINGS. Special meetings of
shareholders for any purpose or purposes may be called at any
time by the Chairman of the Board or by a majority of the Board
of Directors. At a special meeting, no business shall be
transacted and no corporate action shall be taken other than
that stated in the notice of the meeting.

      SECTION 4.   NOTICE OF MEETINGS. Except as otherwise
required by law, written or printed notice stating the place,
day and hour of every meeting of the shareholders and, in case
of a special meeting, the purpose or purposes for which the
meeting
 is called, shall be mailed not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each
shareholder of record entitled to vote at such meeting, at his
or her address which appears in the share transfer books of the
Corporation. Meetings may be held without notice if all the
shareholders entitled to vote at the meeting are present in
person or by proxy or if notice is waived in writing by those
not present, either before or after the meeting.

      SECTION 5.  QUORUM. Except as otherwise required by the
Articles of Incorporation, any number of shareholders together
holding at least a majority of the outstanding shares of capital
stock entitled to vote with respect to the business to be
transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for
the transaction of business. If less than a quorum shall be in
attendance at the time for which a meeting shall have been
called, the meeting may be adjourned from time to time by a
majority of the shareholders present or represented by proxy
without notice other than by announcement at the meeting.

      SECTION 6.  VOTING. At any meeting of the shareholders
each shareholder of a class entitled to vote on the matters
coming before the meeting shall have one vote, in person or by
proxy, for each share of capital stock standing in his or her
name on the books of the Corporation at the time of such meeting
or on any date fixed by the Board of Directors not more than
seventy (70) days prior to the meeting. Every proxy shall be in
writing, dated and signed by the shareholder entitled to vote or
his duly authorized attorney-in-fact.


<PAGE>38
      SECTION 7.  VOTING LIST. The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, with the
address of and the number of shares held by each. Such list,
for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the Corporation or at
its principal place of business or at the office of its transfer
agent or registrar and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are
the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders. If the requirements
of this section have not been substantially complied with, the
meeting shall, on the demand of any shareholder in person or by
proxy, be adjourned until the requirements are complied with.

      SECTION 8.  SHAREHOLDER PROPOSALS. To be properly
brought before an annual meeting of shareholders, business must
be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a shareholder. In addition to any
other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's
notice must be given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the
Corporation not later than ninety (90) days in advance of the
annual meeting. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting
(including the specific proposal to be presented) and the
reasons for conducting such business at the annual meeting, (ii)
the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the
Corporation that are beneficially owned by the shareholder, and
(iv) any material interest of the shareholder in such business.

      In the event that a shareholder attempts to bring
business before an annual meeting without complying with the
provisions of this Section 8, the Chairman of the meeting shall
declare to the meeting that the business was not properly
brought before the meeting in accordance with the foregoing
procedures, and such business shall not be transacted.

      No business shall be conducted at the annual meeting
except in accordance with the procedures set forth in this
Section 8, provided, however, that nothing in this Section 8
shall be deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting.

      SECTION 9.  INSPECTORS. An appropriate number of
inspectors for any meeting of shareholders may be appointed by
the Chairman of such meeting. Inspectors so appointed will open
and close the polls, will receive and take charge of proxies and
ballots, and will decide all questions as to the qualifications
of voters, validity of proxies and ballots, and the number of
votes properly cast.

<PAGE>39
                       ARTICLE II
                       -----------
                        Directors
                        ---------

      SECTION 1.  GENERAL POWERS. The property, affairs and
business of the Corporation shall be managed under the direction
of the Board of Directors, and except as otherwise expressly
provided by law, the Articles of Incorporation or these By-laws,
all of the powers of the Corporation shall be vested in such
Board.

      Any contract to which the Corporation is a party that
is (i) not in the ordinary course of business or (ii) is in the
ordinary course of business and involves a commitment by the
Corporation of more than $100,000 and is not executed by the
Chairman of the Board, must be approved by the Board of
Directors or the Executive Committee prior to delivery.

      SECTION 2.  NUMBER OF DIRECTORS. The Board of Directors
shall be nine (9) in number.

      SECTION 3.  ELECTION OF DIRECTORS.
        (a) Directors shall be elected each year at the annual
meeting of shareholders.
        (b) Directors shall hold their offices for a term of one
year and until their successors are elected. Any director may be
removed from office as set forth in the Articles of
Incorporation.
        (c) Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of the majority of the
remaining directors though less than a quorum of the Board of
Directors.
        (d) A majority of the number of directors fixed by
these By-laws shall constitute a quorum for the transaction of
business. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors.

      SECTION 4.  MEETINGS OF DIRECTORS. Meetings of the Board
of Directors shall be held at places within or without the
Commonwealth of Virginia and at times fixed by resolution of the
Board or upon call of the Chairman of the Board, and the
Secretary or officer performing the Secretary's duties shall
give not less than twenty-four (24) hours' notice by letter,
telegraph or telephone (or in person) of all meetings of the
directors, provided that notice need not be given of regular
meetings held at times and places fixed by resolution of the
Board. An annual meeting of the Board of Directors shall be held
as soon as practicable after the adjournment of the annual
meeting of shareholders. Meetings may be held at any time
without notice if all of the Directors are present, or if those
not present waive notice in writing either before or after the
meeting. Directors may be allowed, by resolution of the Board, a
reasonable fee and expenses for attendance at meetings.

      SECTION 5.  NOMINATIONS. Subject to the rights of holders
of any class or series of stock having a preference over the
common stock as to dividends or upon liquidation, nominations
for the election of Directors shall be made by the Board of
Directors or a committee appointed by the Board of Directors or
by any shareholder entitled to vote in the election of Directors
generally. However, any shareholder entitled to vote in the


<PAGE>40
election of Directors generally may nominate one or more persons
for election as Directors at a meeting only if written notice of
such shareholder's intent to make such nomination or nominations
has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety (90) days in advance of
such meeting, and (ii) with respect to an election to be held at
a special meeting of shareholders for the election of Directors,
the close of business on the seventh (7th) day following the
date on which notice of such meeting is first given to
shareholders. Each notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of
each nominee to serve as a Director of the Corporation if so
elected. The Chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the
foregoing procedure.

                         ARTICLE III
                         ------------

                         Committees
                         -----------

      SECTION 1.  EXECUTIVE COMMITTEE. The Board of Directors
shall, by vote of a majority of the number of Directors fixed by
these By-laws, designate an Executive Committee which shall
consist of three or more Directors, including the Chairman of
the Board. The members of the Executive Committee shall serve
until their successors are designated by the Board of Directors,
until removed or until the Executive Committee is dissolved by
the Board of Directors. All vacancies which may occur in the
Executive Committee shall be filled by the Board of Directors.

      When the Board of Directors is not in session, the
Executive Committee shall have all power vested in the Board of
Directors by law, the Articles of Incorporation or these By-
laws, except as otherwise provided in the Virginia Stock
Corporation Act. The Executive Committee shall report at the
next regular or special meeting of the Board of Directors all
action which the Executive Committee may have taken on behalf of
the Board since the last regular or special meeting of the Board
of Directors.

      Meetings of the Executive Committee shall be held at such
places and at such times fixed by resolution of the Committee,
or upon call of the Chairman of the Board. Not less than twelve
(12) hours' notice shall be given by letter, telegraph or
telephone (or in person) of all meetings of the Executive
Committee, provided that notice need not be given of regular
meetings held at times and places fixed by resolution of the
Committee and that meetings may be held at any time without
notice if all of the members of the Committee are present or if
those not present waive notice in writing either before or after
the meeting. A majority of the members of the Executive


<PAGE>41
Committee then serving shall constitute a quorum for the
transaction of business at any meeting.

      SECTION 2.  EXECUTIVE COMPENSATION COMMITTEE. The Board of
Directors, at its regular annual meeting, shall designate an
Executive Compensation Committee which shall consist of two or
more Directors who shall not be eligible for bonus, stock option
or stock appreciation rights. In addition, the Board at any time
may designate one or more alternate members of such Committee
who shall be Directors not eligible for bonus, stock option or
stock appreciation rights who may act in place of any absent
regular member upon invitation by the Chairman or Secretary of
the Committee.

      With respect to bonuses, the Executive Compensation
Committee shall have and may exercise the powers to determine
the amounts annually available for bonuses pursuant to any bonus
plan or formula approved by the Board, to determine bonus awards
to executive officers and to exercise such further powers with
respect to bonuses as may from time to time be conferred by the
Board of Directors.

      With respect to salaries, the Executive Compensation
Committee shall have and may exercise the power to fix and
determine from time to time all salaries of the executive
officers of the Corporation, and such further powers with
respect to salaries as may from time to time be conferred by the
Board of Directors.

      The Executive Compensation Committee shall administer the
Corporation's Incentive Stock Option Plan (the Plan) and from
time to time may grant, consistent with the Plan, stock options
and stock appreciation rights and authorize the granting of
restricted stock awards.

      Vacancies in the Executive Compensation Committee shall
be filled by the Board of Directors, and members shall be
subject to removal by the Board at any time.

      The Executive Compensation Committee shall fix its own
rules of procedure. A majority of the number of regular members
then serving shall constitute a quorum; and regular and
alternate members present shall be counted to determine whether
there is a quorum. The Executive Compensation Committee shall
keep minutes of its meetings, and all action taken by it shall
be reported to the Board of Directors.

      SECTION 3.  AUDIT COMMITTEE. The Board of Directors at
its regular annual meeting shall designate an Audit Committee
which shall consist of two or more Directors whose membership on
the Committee shall meet the requirements set forth in the rules
of the New York Stock Exchange, as amended from time to time.
Vacancies in the Committee shall be filled by the Board of
Directors with Directors meeting the requirements set forth
above, giving consideration to continuity of the Committee, and
members shall be subject to removal by the Board at any time.
The Committee shall fix its own rules of procedure and a
majority of the members serving shall constitute a quorum. The
Committee shall meet at least twice a year with both the
internal and the Corporation's outside auditors present at each
meeting and shall keep minutes of its meetings and all action
taken shall be reported to the Board of Directors. The
Committee shall review the reports and minutes of any audit
committees of the Corporation's subsidiaries. The Committee
shall review the Corporation's financial reporting process,
including accounting policies and procedures. The Committee
shall examine the report of the Corporation's outside auditors,
consult with them with respect to their report and the standards
and procedures employed by them in their audit,


<PAGE>42
report to the Board the results of its study and recommend the
selection of auditors for each fiscal year.

      SECTION 4.  NOMINATING COMMITTEE. The Board of Directors
shall designate a Nominating Committee which shall consist of
three or more Directors. The Committee shall make
recommendations to the Board regarding nominees for election as
Directors by the shareholders at each Annual Shareholders'
Meeting and make such other recommendations regarding tenure,
classification and compensation of Directors as the Committee
may deem advisable from time to time. The Committee shall fix
its own rules of procedure and a majority of the members serving
shall constitute a quorum.

      SECTION 5.  OTHER COMMITTEES OF THE BOARD. The Board of
Directors, by resolution duly adopted, may establish such other
committees of the Board as it may deem advisable and the
members, terms and authority of such committees shall be as set
forth in the resolutions establishing the same.



                       ARTICLE IV
                       ----------
                       Officers
                       --------

      SECTION 1.  ELECTION.  The officers of the Corporation
shall consist of a Chairman of the Board, a Vice Chairman of the
Board, a President, one or more Vice Presidents (any one or more
of whom may be designated as Executive Vice Presidents or Senior
Vice Presidents), a Secretary and a Treasurer. In addition, such
other officers as are provided in Section 3 of this Article may
from time to time be elected by the Board of Directors. All
officers shall hold office until the next annual meeting of the
Board of Directors or until their successors are elected. The
Chairman of the Board, the Vice Chairman of the Board and the
President shall be chosen from among the Directors. Any two
officers may be combined in the same person as the Board of
Directors may determine, except that the President and Secretary
may not be the same person.

      SECTION 2.  REMOVAL OF OFFICERS; VACANCIES. Any officer of
the Corporation may be removed summarily with or without cause,
at any time by a resolution passed at any meeting by affirmative
vote of a majority of the number of Directors fixed by these
By-laws. Vacancies may be filled at any meeting of the Board of
Directors.

      SECTION 3.  OTHER OFFICERS. Other officers may from time
to time be elected by the Board, including, without limitation,
one or more Assistant Secretaries and Assistant Treasurers.

      SECTION 4.  DUTIES. The officers of the Corporation shall
have such duties as generally pertain to their offices,
respectively, as well as such powers and duties as are
hereinafter provided and as from time to time shall be conferred
by the Board of Directors. The Board of Directors may require
any officer to give such bond for the faithful performance of
his duties as the Board may see fit.

      SECTION 5. DUTIES OF THE CHAIRMAN OF THE BOARD. The
Chairman of the Board shall be the chief executive officer of
the Corporation. He shall be responsible for the execution of
the policies of the Board of Directors, shall serve as the
Chairman of the Executive Committee and shall have direct
supervision over the business of the


<PAGE>43
Corporation and its several officers, subject to the authority
of the Board of Directors. Except as otherwise provided in these
By-laws or the resolutions establishing such committees, he
shall be ex officio a member of all committees of the Board with
the power to vote. He shall preside at all meetings of
shareholders, the Board of Directors and the Executive
Committee. In the incapacity or absence of the President, the
Chairman of the Board shall perform the duties and have the
authority of the President. The Chairman of the Board may sign
and execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments, except in cases where the
signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, he shall
perform all duties incident to the office of the Chairman of the
Board and such other duties as from time to time may be assigned
to him by the Board of Directors.

      SECTION 6.  DUTIES OF THE VICE CHAIRMAN OF THE BOARD. The
Vice Chairman of the Board shall perform all duties incident to
the office of the Vice Chairman of the Board and shall have such
other powers and duties as may from time to time be assigned to
him by the Board of Directors or the Chairman of the Board. The
Vice Chairman of the Board shall perform the duties of the
Chairman of the Board in the absence of the Chairman of the
Board. The Vice Chairman of the Board may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts
and other instruments, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these By-laws to some other officer or agent of
the Corporation or shall be required by law otherwise to be
signed or executed.

      SECTION 7.  DUTIES OF THE PRESIDENT. The President shall
be the Chief Operating Officer of the Corporation and shall have
direct supervision over the business of the Corporation and its
several officers, subject to the authority of the Board of
Directors and the Chairman of the Board, and shall consult with
and report to the aforementioned officer. The President may sign
and execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments, except in cases where the
signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, he shall
perform all duties incident to the office of the President and
such other duties as from time to time may be assigned to him by
the Board of Directors or the Chairman of the Board.

      SECTION 8.  DUTIES OF THE VICE PRESIDENTS. Each Vice
President of the Corporation (including any Executive Vice
President and Senior Vice President) shall have powers and
duties as may from time to time be assigned to him by the Board
of Directors, the Chairman of the Board or the President. When
there shall be more than one Vice President of the Corporation,
the Board of Directors may from time to time designate one of
them to perform the duties of the President in the absence of
the President. Any Vice President of the Corporation may sign
and execute in the name of the Corporation deeds, mortgages,
bonds, contracts and other instruments, except in cases where
the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed.

      SECTION 9.  DUTIES OF THE TREASURER. The Treasurer shall
have charge and custody of and be responsible for all funds and
securities of the Corporation, and shall cause all such funds
and securities to be deposited in such banks and depositories as


<PAGE>44
the Board of Directors from time to time may direct. He shall
maintain adequate accounts and records of all assets,
liabilities and transactions of the Corporation in accordance
with generally accepted accounting practices; shall exhibit his
accounts and records to any of the Directors of the Corporation
at any time upon request at the office of the Corporation; shall
render such statements of his accounts and records and such
other statements to the Board of Directors and officers as often
and in such manner as they shall require; and shall make and
file (or supervise the making and filing of) all tax returns
required by law. He shall in general perform all duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board or the President.

      SECTION 10.  DUTIES OF THE SECRETARY. The Secretary shall
act as secretary of all meetings of the Board of Directors, the
Executive Committee and all other Committees of the Board, and
the shareholders of the Corporation, and shall keep the minutes
thereof in the proper book or books to be provided for that
purpose. He shall see that all notices required to be given by
the Corporation are duly given and served; shall have custody of
the seal of the Corporation and shall affix the seal or cause it
to be affixed to all certificates for stock of the Corporation
and to all documents the execution of which on behalf of the
Corporation under its corporate seal is duly authorized in
accordance with the provisions of these By-laws; shall have
custody of all deeds, leases, contracts and other important
corporate documents; shall have charge of the books, records and
papers of the Corporation relating to its organization and
management as a Corporation; shall see that the reports,
statements and other documents required by law (except tax
returns) are properly filed; and shall, in general, perform all
the duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board
of Directors, the Chairman of the Board or the President.

      SECTION 11.  OTHER DUTIES OF OFFICERS. Any officer of
the Corporation shall have, in addition to the duties prescribed
herein or by law, such other duties as from time to time shall
be prescribed by the Board of Directors, the Chairman of the
Board or the President.


                     ARTICLE V
                     ----------
                   Capital Stock
                   -------------

      SECTION 1.  CERTIFICATES.  The shares of capital stock of
the Corporation shall be evidenced by certificates in forms
prescribed by the Board of Directors and executed in any manner
permitted by law and stating thereon the information required by
law. Transfer agents and/or registrars for one or more classes
of the stock of the Corporation may be appointed by the Board of
Directors and may be required to countersign certificates
representing stock of such class or classes. In the event that
any officer whose signature or facsimile thereof shall have been
used on a stock certificate shall for any reason cease to be an
officer of the Corporation and such certificate shall not then
have been delivered by the Corporation, the Board of Directors
may nevertheless adopt such certificate and it may then be
issued and delivered as though such person had not ceased to be
an officer of the Corporation.



<PAGE>45
      SECTION 2.  LOST, DESTROYED AND MUTILATED CERTIFICATES.
Holders of the stock of the Corporation shall immediately notify
the Corporation of any loss, destruction or mutilation of the
certificate therefor, and the Board of Directors may, in its
discretion, cause one or more new certificates for the same
number of shares in the aggregate to be issued to such
stockholder upon the surrender of the mutilated certificate or
upon satisfactory proof of such loss or destruction, and the
deposit of a bond in such form and amount and with such surety
as the Board of Directors may require.

      SECTION 3.  TRANSFER OF STOCK. The stock of the
Corporation shall be transferable or assignable only on the
books of the Corporation by the holders in person or by attorney
on surrender of the certificate for such shares duly endorsed
and, if sought to be transferred by attorney, accompanied by a
written power of attorney to have the same transferred on the
books of the Corporation. The Corporation will recognize the
exclusive right of the person registered on its books as the
owner of shares to receive dividends and to vote as such owner.

      SECTION 4.  FIXING RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of the shareholders or any adjournment thereof, or
entitled to receive payment for any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such
date in any case to be not more than seventy (70) days prior to
the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record
date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section such determination shall
apply to any adjournment thereof.


                      ARTICLE VI
                      ----------
                Miscellaneous Provisions
                ------------------------

      SECTION 1.  SEAL.  The seal of the Corporation shall
consist of a flat-face circular die, of which there may be any
number of counterparts, on which there shall be engraved in the
center the words "Albemarle Corporation."

      SECTION 2.  FISCAL YEAR. The fiscal year of the
Corporation shall end on December 31st of each year, and shall
consist of such accounting periods as may be recommended by the
Treasurer and approved by the Executive Committee.

      SECTION 3.  BOOKS AND RECORDS. The Corporation shall
keep correct and complete books and records of account and shall
keep minutes of the proceedings of its shareholders and Board of
Directors; and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or
registrar a record of its shareholders, giving the names and
addresses of all shareholders, and the number, class and series
of the shares being held.

      Any person who shall have been a shareholder of record
for at least six months immediately preceding his demand or who
shall be the holder of record of at least five


<PAGE>46
percent (5%) of all the outstanding shares of the Corporation,
upon written demand stating the purpose thereof, shall have the
right to examine, in person, or by agent or attorney at any
reasonable time or times, for any proper purpose, its books and
records of account, minutes and records of shareholders and to
make extracts therefrom. Upon the written request of a
shareholder, the Corporation shall mail to such shareholder its
most recent published financial statements showing in reasonable
detail its assets and liabilities and the results of its
operations.

      The Board of Directors shall, subject to the provisions
of the foregoing paragraph of this section, to the provisions of
Section 7 of Article I and to the laws of the Commonwealth of
Virginia, have the power to determine from time to time whether
and to what extent and under what conditions and limitations the
accounts, records and books of the Corporation, or any of them,
shall be open to the inspection of the shareholders.

      SECTION 4.  CHECKS, NOTES AND DRAFTS. Checks, notes,
drafts and other orders for the payment of money shall be signed
by such persons as the Board of Directors from time to time may
authorize. When the Board of Directors so authorizes, however,
the signature of any such person may be a facsimile.

      SECTION 5. AMENDMENT OF BY-LAWS. These By-laws may be
amended or altered at any meeting of the Board of Directors by
affirmative vote of a majority of the number of Directors fixed
by these By-laws. The shareholders entitled to vote in respect
of the election of directors, however, shall have the power to
rescind, alter, amend or repeal any By-laws and to enact By-laws
which, if expressly so provided, may not be amended, altered or
repealed by the Board of Directors.

      SECTION 6.  VOTING OF STOCK HELD. The Chairman of the
Board or such other officer or officers as may be designated by
the Board of Directors or the Executive Committee shall from
time to time appoint an attorney or attorneys or agent or agents
of this Corporation, in the name and on behalf of this
Corporation, to cast the vote which this Corporation may be
entitled to cast as a shareholder or otherwise in any other
corporation any of whose stock or securities may be held in this
Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing
to any action by any of such other corporation, and shall
instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent and may execute or
cause to be executed on behalf of this Corporation and under its
corporate seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in
the premises; or, in lieu of such appointment, the Chairman of
the Board or any such designated officer or officers may attend
in person any meetings of the holders of stock or other
securities of any such other corporation and there vote or
exercise any or all power of this Corporation as the holder of
such stock or other securities of such other corporation.

      SECTION 7.  CONTROL SHARE ACQUISITION STATUTE. Article
14.1 of the Virginia Stock Corporation Act ("Control Share
Acquisitions") shall not apply to acquisitions of shares of
stock of the Corporation.

Updated 2/23/00







      Exhibit 10.9





<PAGE>47
                                                       February 26, 1999





Mark C. Rohr
6103 Stefani
Dallas, Texas 75225



Dear Mark:


       I will summarize Albemarle's offer to you to join the company
as Executive Vice-President responsible for operations. Since
there are several components, I will address each separately.



    1.      Salary - $275,000.



    2.      Bonuses - Target is 50% of base salary under the Annual
            Incentive Plan of the corporation, which is performance
            based. For 1999 performance (bonus to be paid in 2000), the
            minimum payment will be $90,000. A copy of the plan is attached
            for your reference (Attachment I).



    3.      Albemarle will award one hundred thousand performance-based
            stock options under the company's existing plan. A copy of
            the plan description is also enclosed (Attachment II). Since
            our awards for 1998 were fixed at April 22, 1998, the company
            will admit you at this time using the market and conditions as
            of April 22, 1998, unless the market price is higher at the
            time your employment begins with Albemarle. The price of those
            options is $25.75. If higher, the option price will equal
            the market price at that time.



    4.      The company will issue to you performance-based contingent
            restricted stock which conforms with the provisions set forth
            in the materials accompanying this
 summary (Attachment III).

            Under the provision for the two-year grants you will receive
            7,500 contingent restricted shares and 6,000 contingent
            restricted shares under the four-year grants. Midterm
            admittance will conform to the April 22, 1998 awards made to
            our management team in 2nd quarter 1998.



    5.      Albemarle's retirement program provides a bridge for
            mid-career senior executives joining the company. The idea
            behind this provision assures the executive who works 15 years
            for Albemarle a retirement equal to 60 percent of final average
            pay. You would accumulate four percent for each year of
            service with a cap of 60 percent. This is then offset by
            benefits from other qualified pension plans, social security,
            etc. To develop this more thoroughly, I will need to see the
            details of your existing plan with Oxy.



     6.     You will participate in Albemarle's savings plan which
            provides a company match of 50% on personal savings
            contributed by you of up to ten percent. Should the
            amounts exceed so-called high income caps, such excess will be
            carried by the company until paid out at retirement.


<PAGE>48
Mr. Mark C. Rohr
Page 2
February 26, 1999



     7.     Relocation allowances provide full coverage for moving and
            packing household goods. A copy of the company's relocation
            policy is attached (Attachment IV) and cover the
            circumstances of the move. You will be entitled to the
            provisions of the policy as are transferred employees.

            If you can sell your residence, the company prefers you do so.
            In the event you cannot do so in a reasonable time, the
            company will buy the house based on the average of two
            appraisals. The mechanics of this transaction are also
            covered in the relocation policy.



     8.     Albemarle will provide a company car.



     9.     Information on health and life insurance is attached
            (Attachments V and VI).



    10.     Upon separation from your current employer, to begin with
            Albemarle, you will incur taxes resulting from the roll-over
            of deferred compensation estimated to be approximately
            $100,000. Albemarle will reimburse the tax incurred by this
            event. You will need to provide appropriate documentation
            from your current plans to allow computation of the tax gross
            up payable.


     11.    In the event that your employment is terminated within the
            first five years for reasons other than for cause, Albemarle
            will pay you a severance equal to two times your then current
            annual compensation including both base salary and annual
            incentive compensation at target.



      12.   In the event a Change of Control were to occur and one or
            more of the following events happen with respect to your
            employment within a period of 24 months hereafter, you may
            resign and receive a lump sum payment and other benefits as
            described below. The events include: (1) a change or
            diminution of responsibilities or compensation, (2)
            relocation, (3) a reduction of benefit eligibility or level,
            and (4) failure by a successor company to assume this
            severance agreement. The benefits described below also apply
            in the event of termination of your employment following a
            Change of Control.

            If you resign or are terminated as described above, you will
            receive: (1) a lump sum payment equal to two times your annual
            salary and Annual Incentive at the previous year's payment
            amount, (2) all vested outstanding stock options become
            exercisable, (3) all restricted stock becomes non-forfeitable,
            and (4) as a mid-career hire, should a Change of Control or
            conditions as described in the paragraph above occur during the
            first ten years of employment, you will receive an adjusted
            benefit payable at normal retirement age under the pension
            plan described in item 5 of this letter calculated without
            offset from other benefits.



      13.   Albemarle will provide you with the use of a corporate
            membership in a local country club.





<PAGE>49
Mr. Mark C. Rohr
Page 3
February 16, 1999



      14.   Should you accept our offer of employment, your expected
            date of employment shall be on or about March 31, 1999.



      This offer is subject to a pre-employment physical examination
and substance screening under the company's policy. Upon your
acceptance of this offer and start of employment with Albemarle,
this letter will represent our mutual agreement relating to the
terms of your employment with Albemarle.



                                          Sincerely,



                                          Charles B. Walker



Enclosures


cc:Floyd D. Gottwald








     Exhibit 11


<PAGE>50

<TABLE>
                   ALBEMARLE CORPORATION
           COMPUTATION OF PRO FORMA EARNINGS PER SHARE
          for the years ended December 31, 1999 and 1998
           (In thousands except per share amounts)


<CAPTION>
                                       Pro Forma      Pro Forma
                                         1999            1998
                                     ------------   ------------
<S>                                     <C>            <C>
BASIC EARNINGS PER SHARE

Numerator:
----------

Net income after effect of
 applying SFAS No. 123
 "Accounting for Stock Based
 Compensation"                          $88,018        $83,924
                                        -------        --------


Denominator:
------------

Average number of shares of
 common stock outstanding                46,889         51,558
                                        -------        --------

Basic earnings per share                  $1.88          $1.63
                                        -------        --------
                                        -------        --------



DILUTED EARNINGS PER SHARE


Numerator:
----------

Net income after effect of
 applying SFAS No. 123
 "Accounting for Stock Based
 Compensation"                          $88,018        $83,924
                                        -------        -------

Denominator:
------------

Average number of shares of
 common stock outstanding                46,889         51,558


Shares issuable upon the assumed
 exercise of outstanding stock
 options                                    624            623
                                        -------        -------

Total pro forma shares                   47,513         52,181
                                        -------        -------
                                        -------        -------

Diluted earnings per share                $1.85          $1.61
                                        -------        -------
                                        -------        -------

</TABLE>






     Exhibit 21


<PAGE>51

                  LIST OF ALBEMARLE CORPORATION SUBSIDIARIES





Albemarle Asano Corporation

Albemarle Asia Pacific Company

Albemarle Asia Pacific Company LLC

Albemarle Chemicals SAS

Albemarle Chimie

Albemarle China Corporation

Albemarle Europe SPRL

Albemarle Foreign Sales Corporation

Albemarle France S.A.R.L.

Albemarle Holdings Company Limited

Albemarle International Corporation

Albemarle International Company LLC

Albemarle Marketing Company Limited

Albemarle Overseas Development Corporation

Albemarle Overseas Development Company LLC

Albemarle PPC

Albemarle Services Company Limited

Albemarle TCI Limited

Albemarle U.K. Holdings, Inc.

Albemarle U.K. Holdings Limited

Albemarle UK Limited

Albemarle Ventures Company Limited

Albemarle Virginia Corporation

Albemarle Virginia L.P.

ANY, Inc.














     Exhibit 23


<PAGE>52
                      Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-75622) of Albemarle Corporation and
Subsidiaries as of our report dated February 4, 2000 relating to the financial
statements, which appears in this Form 10-K.





                                                 /s/PricewaterhouseCoopers LLP


                                                    Richmond, Virginia
                                                    March 22, 2000





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE
ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY SUCH ANNUAL
REPORT ON FORM 10-K.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                         $48,621
<SECURITIES>                                        $0
<RECEIVABLES>                                 $157,749
<ALLOWANCES>                                    $2,609
<INVENTORY>                                   $110,816
<CURRENT-ASSETS>                              $332,599
<PP&E>                                      $1,287,507
<DEPRECIATION>                                $392,122
<TOTAL-ASSETS>                                $954,094
<CURRENT-LIABILITIES>                         $131,353
<BONDS>                                             $0
<PREFERRED-MANDATORY>                               $0
<PREFERRED>                                         $0
<COMMON>                                          $462
<OTHER-SE>                                    $490,102
<TOTAL-LIABILITY-AND-EQUITY>                  $954,094
<SALES>                                       $845,925
<TOTAL-REVENUES>                              $845,925
<CGS>                                         $581,380
<TOTAL-COSTS>                                 $731,799
<OTHER-EXPENSES>                                    $0
<LOSS-PROVISION>                                    $0
<INTEREST-EXPENSE>                              $8,379
<INCOME-PRETAX>                               $128,738
<INCOME-TAX>                                   $39,909
<INCOME-CONTINUING>                            $88,829
<DISCONTINUED>                                      $0
<EXTRAORDINARY>                                     $0
<CHANGES>                                           $0
<NET-INCOME>                                   $88,829
<EPS-BASIC>                                      $1.89
<EPS-DILUTED>                                    $1.87
        

</TABLE>





     Exhibit 99

<TABLE>


<PAGE>54
ALBEMARLE CORPORATION AND SUBSIDIARIES
FIVE-YEAR SUMMARY

<CAPTION>
(In Thousands Except Per-Share Amounts)
Years Ended December 31             1999        1998        1997       1996        1995
-------------------------------------------------------------------------------------------
<S>                               <C>         <C>         <C>        <C>        <C>
RESULTS OF OPERATIONS

Net sales                         $845,925    $820,862    $829,850   $854,481   $1,244,222
Costs and expenses(1)              731,799     695,147     709,143    761,055    1,127,259
-------------------------------------------------------------------------------------------
Operating profit                   114,126     125,715     120,707     93,426      116,963
Interest and financing
 expenses (2)                        8,379       4,487         719      2,529       13,265
Gain on
 sales of investments/businesses
 (3)                               (22,054)          -           -   (158,157)     (23,427)
Other income, net                     (937)     (1,570)       (917)    (4,025)      (4,468)
-------------------------------------------------------------------------------------------
Income before income taxes         128,738     122,798     120,905    253,079      131,593
Income taxes                        39,909      38,066      40,923     97,020       53,363
-------------------------------------------------------------------------------------------
Net income                        $ 88,829    $ 84,732    $ 79,982   $156,059    $  78,230
===========================================================================================
FINANCIAL POSITION AND
OTHER DATA
----------------------
Total assets                      $954,094    $937,797    $888,181   $846,261   $1,204,491
Operations:
  Working capital                 $201,246    $203,594    $184,176   $111,193   $  234,568
  Current ratio                  2.53 to 1   2.89 to 1   2.64 to 1  1.75 to 1    2.21 to 1
  Depreciation and amortization  $  75,750    $ 75,012    $ 69,044   $ 71,044   $   94,131
  Capital expenditures           $  77,569    $ 76,747    $ 85,284   $ 90,439   $  112,412
  Research and development
   expenses                      $  34,288    $ 29,655    $ 31,446   $ 30,442   $   29,541
 Gross margin as a % of net
  sales                               31.3        31.8        31.5       28.5         22.3
Total long-term debt (2)          $159,760    $192,938    $ 91,793   $ 31,863   $  217,112
Equity (4)                        $490,564    $451,667    $517,336   $505,198   $  622,566

Total long-term debt as a % of
 total capitalization                 24.6        29.9        15.1        5.9         25.9

COMMON STOCK
Basic earnings per share         $    1.89    $   1.64    $   1.45    $  2.67   $     1.18
Shares used to compute basic
 earnings per share (4)             46,889      51,558      55,164     58,353       66,069
Diluted earnings per share       $    1.87    $   1.63    $   1.44    $  2.65   $     1.18
Shares used to compute diluted
 earnings per share(4)              47,513      52,136      55,668     58,842       66,352
Cash dividends declared
 per share                       $     .40    $    .37    $    .32    $   .25   $      .21
Shareholders' equity
 per share (4)                   $   10.62    $   9.61    $   9.60    $  9.18   $     9.42
Return on average shareholders'
equity                                18.9%       17.5%       15.6%      27.7%        13.4%
===========================================================================================
<FN>
(1) 1999 costs and expenses include a special charge of $10,692
($6,717 after income taxes) for work-force reductions at certain
of the Company's facilities.

(2) Total long-term debt and interest and financing expenses for
1996 reflect the paydown of debt from the proceeds received from
the March 1, 1996, sale of the alpha olefins, poly alpha olefins
and synthetic alcohols businesses (Olefins Business).

(3) 1999 gain on the sale of investment in Albright & Wilson
stock ($14,381 after income taxes). 1996 gain on the sale of the
Olefins Business ($94,377 after income taxes). 1995 gain on the
sale of the electronic materials business ($14,542 after income
taxes).

(4) 1999 equity includes the effect of third and fourth quarter
purchases of 182,000 and 675,400 common shares, respectively.
1998 equity includes the effect of the purchase of 5,738,241
common shares through a tender offer finalized on September 30,
1998, and additional first, second and third quarter purchases
of 772,100, 338,600 and 63,800 common shares, respectively. 1997
equity includes the effect of the fourth quarter purchase of
1,560,300 common shares. 1996 equity includes the effects of the
purchase of 9,484,465 common shares through a tender offer
concluded on April 1, 1996, and additional second and third
quarter purchases of 275,400 and 1,481,100 common shares,
respectively.

</TABLE>