SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 AMENDMENT NO. 8 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ALBEMARLE CORPORATION --------------------- (Name of Issuer) COMMON STOCK ------------ (Title of class of securities) 012653 10 1 ----------- (CUSIP NUMBER) Bruce C. Gottwald 330 South Fourth Street Richmond, Virginia 23219 Telephone No. 804-788-5401 -------------------------- (Name, address and telephone number of person authorized to receive notices and communications) Copy to: Allen C. Goolsby, Esq. Hunton & Williams Riverfront Plaza - East Tower 951 East Byrd Street Richmond, Virginia 23219 February 13, 2002 ----------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with this statement [_]. Page 1 of 5 Pages

------------------------------ ---------------------------- CUSIP NO. 012653 10 1 13D Page 2 of 5 Pages ------------------------------ ---------------------------- ------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Bruce C. Gottwald - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_] 2 (b)[x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 PF - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 486,962 --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,764,302 --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 486,962 --------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,764,302 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,251,264 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 181,377 shares held by foundation; 1,567,185 shares owned by adult sons [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.42% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT* Page 2 of 5 Pages

* This Amendment No. 8 amends and supplements the statement on Schedule 13D filed by Bruce C. Gottwald on March 10, 1994, (as previously amended) with respect to shares of common stock (the "Common Stock") of Albemarle Corporation (the "Issuer"). Item 1. Security and Issuer. This statement relates to the Common Stock ------------------- of the Issuer, a Virginia corporation having its principal executive offices at 330 South Fourth Street, Richmond, Virginia 23219. Item 2. Identity and Background. No change. ----------------------- Item 3. Source and Amount of Funds or Other Consideration. Not applicable. ------------------------------------------------- Item 4. Purpose of Transaction. No change. ---------------------- Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) 2,432,641 shares of Common Stock of the Issuer are owned beneficially by Bruce C. Gottwald, constituting 5.86% of such shares outstanding./1// - (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 668,339/2// - (ii) shared power to vote or to direct the vote - 1,764,302/3// - (iii) sole power to dispose of or to direct the disposition of - 668,339/2// - (iv) shared power to dispose of or to direct the disposition of - 1,764,302/3// - 1/ The filing of this statement on Schedule 13D shall not be - construed as an admission that for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, Bruce C. Gottwald is the beneficial owner of 181,377 shares described in Items 5(b)(i) and (iii) or the 1,764,302 shares described in Items 5(b)(ii) and (iv). 2/ This amount includes 181,377 shares owned by a charitable - foundation for which Bruce C. Gottwald serves as a director. Bruce C. Gottwald disclaims any beneficial interest in any shares held in the foundation. 3/ This amount does not include 1,567,185 shares owned - by the adult sons of Bruce C. Gottwald who do not reside in their father's home. (c) On February 13, 2002, the Issuer purchased 2,500,000 shares of its Common Stock from Bruce C. Gottwald, 750,000 shares of its Common Stock from a partnership in which Bruce C. Gottwald is a general partner and 750,000 shares of its Common Stock from a trust (which shares were attributed to the adult sons of Bruce C. Gottwald). The purchase price for each share was 23.17 ($.25 per share less than the weighted average trading price for the Issuer's Common Page 3 of 5 Pages

Stock for the third through the twelfth business days following the release of the Issuer's earnings for the year ended December 31, 2001). (d) Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all 1,764,302 shares described in Items 5(b)(ii) and (iv). However, none of such persons' individual interest relates to more than 5 percent of the class of securities for which this statement on Schedule 13D is filed. Item 6. Contracts, Arrangements, Understandings or Relationships with -------------------------------------------------------------- Respect to Securities of the Insurer. None. ------------------------------------ Item 7. Material to be Filed as Exhibits. None. -------------------------------- Page 4 of 5 Pages

SIGNATURES ---------- After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. February 18, 2002 /s/ Bruce C. Gottwald --------------------- Bruce C. Gottwald Page 5 of 5 Pages