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                               (Amendment No. __)

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                              ALBEMARLE CORPORATION
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                                    ALBEMARLE
                                   CORPORATION

                          Supplement to Proxy Statement
                                 March 12, 2002

     This supplement should be read together with the Proxy Statement, dated
February 27, 2002, for the 2002 Annual Meeting of Shareholders of Albemarle
Corporation (the "Corporation"), which was mailed to the Corporation's
shareholders and filed with the Securities and Exchange Commission on February
27, 2002. This supplement corrects miscalculations of the assumed appreciation
in the value of options in the two columns under the heading "Potential
Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option
Term" on page 7 of the Proxy Statement. There are no other changes to the Proxy
Statement other than those referred to above.


OPTION/SAR GRANTS IN LAST FISCAL YEAR

Each of the following options relates to Albemarle Common Stock and does not
include a related SAR.

Individual Grants ------------------------------------------------ Potential Realizable % of Value At Assumed Annual Rates Total Options of Stock Price Appreciation For Granted to Exercise Option Term Options/ Employees in or Base Expiration ------------------------------- Name Granted (#)/1/ Fiscal Year Price ($) Date 5%($) 10%($) - --------------------------------------------------------------------------------------------------------------------- Floyd D. Gottwald, Jr. 30,000/2/ 2.39% $24.38 1/24/11 $ 459,975 $1,165,662 25,000/3/ 1.99 20.00 6/22/09 314,448 796,870 35,000/3/ 2.79 25.75 4/21/08 566,790 1,436,362 Charles B. Walker 25,000/2/ 1.99% $24.38 1/24/11 383,313 971,385 25,000/3/ 1.99 20.00 6/22/09 314,448 796,870 30,000/3/ 2.39 25.75 4/21/08 485,820 1,231,167 Mark C. Rohr 50,000/2/ 3.98% $24.38 1/24/11 766,625 1,942,770 50,000/3/ 3.98 19.1875 12/31/09 603,345 1,528,995 25,000/3/ 1.99 20.00 6/22/09 314,448 796,870 100,000/3/ 7.96 25.75 4/21/08 1,619,400 4,103,890 E. Whitehead Elmore 18,000/2/ 1.43% $24.38 1/24/11 275,985 699,397 15,000/3/ 1.19 20.00 6/22/09 188,669 478,122 20,000/3/ 1.59 25.75 4/21/08 323,880 820,778 William M. Gottwald 20,000/2/ 1.59% $24.38 1/24/11 306,650 777,108 25,000/3/ 1.99 20.00 6/22/09 314,448 796,870 25,000/3/ 1.99 25.75 4/21/08 404,850 1,025,973 - --------------------------------------------------------------------------------------------------------------------- /1/ On September 7, 2001 and October 8, 2001, the expiration dates of certain options, originally granted prior to January 1, 2001 pursuant to the 1998 Plan, were extended from seven to 10 years. Under the rules of the Securities and Exchange Commission, the extension of the expiration dates is treated as a cancellation and regrant of the options in the year the expiration date was extended. The Named Officers are treated as having received the following grants during 2001: Floyd D. Gottwald, Jr.: 90,000 options, of which 35,000 were originally granted in 1998, 25,000 were originally granted in 1999, and 30,000 were granted in 2001; Walker: 80,000 options, of which 30,000 were originally granted in 1998, 25,000 were originally granted in 1999, and 25,000 were granted in 2001; Rohr: 225,000 options, of which 100,000 and 25,000 were originally granted in 1999, 50,000 were originally granted in 2000, and 50,000 were granted in 2001; Elmore: 53,000 options, of which 20,000 were originally granted in 1998, 15,000 were originally granted in 1999, and 18,000 were granted in 2001; and William M. Gottwald: 70,000 options, of which 25,000 were originally granted in 1998, 25,000 were originally granted in 1999, and 20,000 were granted in 2001. /2/ Ten-year option that cliff vests in three years. /3/ Vest upon an increase in share price, with a maximum of 25% becoming exercisable in any single year, and in any event becoming exercisable on the sixth anniversary of the date of the grant.