<PAGE>1
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C.  20549
                                 
                            FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                 
     SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 1997
                                 
                                OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE               
      SECURITIES EXCHANGE ACT OF 1934

For 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

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 the past 90 days.
       Yes   X                                          No      
            ---                                            ---                  
Number of shares of common stock, $.01 par value, outstanding as
of April 30, 1997:   55,225,543                       


<PAGE>2
                       ALBEMARLE CORPORATION

                            I N D E X

                                                           Page  
                                                           Number
                                                        -----------

PART I.   FINANCIAL INFORMATION


  ITEM 1. Financial Statements
                    
          Consolidated Balance Sheets - March 31, 1997 
            and December 31, 1996                            3-4
  
          Consolidated Statements of Income - 
            Three Months Ended March 31, 1997 and 1996        5

          Condensed Consolidated Statements of Cash Flows -
          Three Months Ended March 31, 1997 and 1996          6

          Notes to the Consolidated Financial Statements     7-12


  ITEM 2. Management's Discussion and Analysis of Results
            of Operations and Financial Condition           13-15



PART II.  OTHER INFORMATION


  ITEM 1. Legal Proceedings                                   16


  ITEM 4. Submission of Matters to a Vote of Security Holders 16


  ITEM 6. Exhibits and Reports on Form 8-K                    16

SIGNATURES                                                    17




<PAGE>3

PART I - FINANCIAL INFORMATION
- ------------------------------


  ITEM 1.  Financial Statements
           --------------------  


<TABLE>
            ALBEMARLE  CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS 
                  ---------------------------
                      (Dollars In Thousands)
                      ----------------------

                                                                    
<CAPTION>
                                               March 31,    December 31,
                                                1997           1996
                                               ---------    ------------
                                               (Unaudited) 


       ASSETS
<S>                                            <C>          <C>
Current assets:                                
     Cash and cash equivalents                 $    2,615   $    14,242
     Accounts receivable, less allowance
      for doubtful accounts (1997- $1,359;  
      1996 - $1,290)                              145,598       141,293
     Inventories:
      Finished goods                               65,769        58,271
      Raw materials                                 9,339        10,148
      Work-in-process                                 181           247
      Stores, supplies and other                   16,244        15,833
                                               ------------ -------------
                                                   91,533        84,499  
                                                         
     Deferred income taxes and prepaid expenses    18,328        19,107
                                               ------------ -------------
           Total current assets                   258,074       259,141
                                               ------------ -------------
Property, plant and equipment, at cost          1,152,283     1,148,832
   Less accumulated depreciation and
    amortization                                 (661,422)     (653,108)
                                               ------------ -------------
           Net property, plant and equipment      490,861       495,724

Other assets and deferred charges                  72,995        68,304

Goodwill and other intangibles - net of
 amortization                                      20,216        23,092
                                               ------------ -------------
Total assets                                   $  842,146   $   846,261
                                               ------------ -------------
                                               ------------ -------------
<FN>
  See accompanying notes to the consolidated financial statements.
</TABLE>

                                

<PAGE>4                                
             

<TABLE>             
             ALBEMARLE  CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS 
                  ----------------------------
                      (Dollars In Thousands)
                      ----------------------



<CAPTION>
                                               March  31,   December 31,
                                                  1997         1996
                                               ------------ -------------
                                               (Unaudited)

      LIABILITIES AND SHAREHOLDERS' EQUITY
   <S>                                         <C>          <C>
   Current liabilities:

      Accounts payable                         $   60,862   $   66,968
      Long-term debt, current portion                 395        7,457
      Accrued expenses                             48,972       55,783
      Dividends payable                             3,853        3,853
      Income taxes payable                         20,730       13,887
                                               ------------ -------------
           Total current liabilities              134,812      147,948
                                               ------------ -------------

   Long-term debt                                  35,430       24,406
   
   Other noncurrent liabilities                    65,209       64,166

   Deferred income taxes                           96,459      104,543

   Shareholders' equity:
      Common stock, $.01 par value,
       issued - 55,046,677 in 1997
       and 55,046,183 in 1996, respectively           550          550
      Additional paid-in capital                  250,896      250,890
      Foreign currency translation adjustments      5,385       16,677
      Retained earnings                           253,405      237,081
                                               ------------ -------------
           Total shareholders' equity             510,236      505,198  
                                               ------------ -------------               
                                                               
  Total liabilities and shareholders' equity   $  842,146   $  846,261
                                               ------------ -------------
                                               ------------ -------------
<FN>
     See accompanying notes to the consolidated financial statements.
</TABLE>
                                                               


<PAGE>5


<TABLE>
             ALBEMARLE CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF INCOME
               ----------------------------------
            (In Thousands Except Per-Share Amounts)
            ---------------------------------------
                           (Unaudited)
  

 <CAPTION>
                                                  Three Months Ended 
                                                      March 31,               
                                             ----------------------------        
                                                1997             1996
                                             -----------     -----------
<S>                                          <C>             <C>
Net sales                                    $   198,394     $   270,171

Cost of goods sold                               132,032         196,060
                                             -----------     -----------

Gross Profit                                      66,362          74,111

Selling, general and administrative expenses      26,599          33,545

Research and development expenses                  7,397           7,126
                                             -----------     -----------
  Operating profit                                32,366          33,440

Interest and financing expenses                      197           1,841

Gain on sale of business                              -         (158,157)

Other income, net                                    (62)         (1,767)
                                             ------------    -----------
Income before income taxes                       32,231          191,523

Income taxes                                     12,054           75,899
                                             ------------    -----------
NET INCOME                                   $   20,177      $   115,624
                                             ------------    -----------
                                             ------------    -----------
EARNINGS PER SHARE                           $     0.36      $      1.73  
                                             ------------    -----------
                                             ------------    -----------
Shares used to compute earnings per share        55,535           66,663
                                             ------------    -----------
                                             ------------    -----------
Cash dividends declared per share of common
  stock                                      $      .07      $      .055 
                                             ------------    -----------
                                             ------------    -----------
<FN>
    See accompanying notes to the consolidated financial statements.
</TABLE>

  

<PAGE>6
                                

<TABLE>
             ALBEMARLE CORPORATION AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
        ------------------------------------------------
                     (Dollars In Thousands)
                     ----------------------
                          (Unaudited)
<CAPTION>
                                                  Three Months Ended
                                                       March 31,
                                             ---------------------------
                                                  1997           1996
                                             ------------    -----------
<S>                                          <C>             <C>
CASH AND CASH EQUIVALENTS AT BEGINNING 
  OF YEAR                                    $   14,242      $   33,130
                                             ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   
   Net income                                    20,177         115,624
   Adjustments to reconcile net income to cash 
    flows from operating activities:
     Depreciation and amortization               16,097          20,630
     Gain on sale of business, net of income
      taxes of $63,780                               --         (94,377)
     Working capital increase excluding cash
      and cash equivalents, net of the effects
      of the sale of business in 1996           (21,603)        (22,972)
     Other, net                                     850          (1,800)
                                             ------------    -----------
     Net cash provided from operating 
       activities                                15,521          17,105
                                             ------------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   
   Capital expenditures and acquisition cost    (27,424)        (22,652)
   Proceeds from sale of business, net of
    $26,731 of trade accounts payable retained 
    by the Company                                   --         509,771
   Other, net                                         8           1,308
                                             ------------    -----------
   Net cash (used in) provided from
     investing activities                       (27,416)        488,427
                                             ------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   
   Proceeds from borrowings                      12,555             --
   Repayments of long-term debt                  (8,440)       (205,518)
   Dividends paid                                (3,853)         (3,634) 
   Other, net                                         6             183
                                             ------------    -----------
   Net cash provided from (used in)
     financing activities                           268        (208,969)
                                             ------------    -----------

(Decrease) increase in cash and cash
   equivalents                                  (11,627)        296,563
                                             ------------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD       $2,615        $329,693
                                             ------------    -----------
                                             ------------    -----------
<FN> 
 See accompanying notes to the consolidated financial statements.
</TABLE>




<PAGE>7
             ALBEMARLE CORPORATION AND SUBSIDIARIES

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         -----------------------------------------------
            (In Thousands Except Per-Share Amounts)
                          (Unaudited)


1.   In the opinion of management, the accompanying consolidated
     financial statements of Albemarle Corporation and
     Subsidiaries ("Albemarle" or "the Company") contain all
     adjustments necessary to present fairly, in all material
     respects, the Company's consolidated financial position as of
     March 31, 1997 and the actual consolidated results of
     operations and condensed consolidated cash flows for the
     three-month periods ended March 31, 1997 and 1996. All
     adjustments are of a normal and recurring nature. These
     consolidated financial statements should be read in
     conjunction with the consolidated financial statements and
     notes thereto included in the Company's 1996 Annual Report
     which was incorporated by reference in the Company's Form 10-K 
     filed on March 26, 1997.  The December 31, 1996
     consolidated balance sheet data was derived from audited
     financial statements, but does not include all disclosures
     required by generally accepted accounting principles. The
     results of operations for the three-month period ended March
     31, 1997, are not necessarily indicative of the results to be
     expected for the full year.
     
2.   On March 1, 1996, the Company sold its alpha olefins, poly
     alpha olefins, and synthetic alcohol businesses ("Olefins
     Business") to Amoco Chemical Company ("Amoco") for
     approximately $510 million, including plant and equipment
     (primarily located in Pasadena, Texas, Deer Park, Texas and
     Feluy, Belgium), other assets, inventory and accounts
     receivable, net of trade accounts payable retained and paid
     to date by the Company (approximately $26.7 million at
     March 31, 1997) and certain business-related liabilities
     transferred at the date of sale. The sale involved
     approximately 550 people who supported these businesses.
     The gain on the sale was $158.2 million ($94.4 million
     after income taxes or $1.41 per share), net of $44.3
     million of costs incurred in connection with the sale for
     early retirements and work-force reductions, abandonment
     costs of certain facilities and certain other costs
     (including environmental costs) related to the sale and/or
     businesses sold.  The transaction included numerous
     operating and service agreements primarily focusing on the
     sharing of common facilities at the Pasadena plant site of
     Albemarle and the Feluy plant site operated by Amoco.

     The net sales and operating profit before allocation of
     corporate overhead for the Olefins Business for the 
     two-months ended March 1, 1997, were approximately         
     $80 million and $5.5 million, respectively.
     
     

<PAGE>8     
            ALBEMARLE CORPORATION AND SUBSIDIARIES
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         ----------------------------------------------
            (In Thousands Except Per-Share Amounts)
                          (Unaudited)

3.   Long-term debt consists of the following:
     
<TABLE>
     <CAPTION>

                                                March 31,     December 31, 
                                                  1997            1996
                                               -----------   ------------
            <S>                                <C>           <C>
            Variable-rate bank loans           $  27,200     $  16,300 
            Foreign bank borrowings                7,476        14,392 
            Miscellaneous                          1,149         1,171 
                                               ----------    ------------            
               Total                              35,825        31,863 
            Less amounts due within one year         395         7,457 
                                               ----------    ------------            
               Long-Term debt                  $  35,430     $  24,406 
                                               ----------    ------------
                                               ----------    ------------

   </TABLE>


4.   The provision for income taxes on the earnings of the Company
     in the accompanying consolidated statement of income for the
     three-month period ended March 31, 1996 is higher than the
     statutory income tax rates primarily due to state income
     taxes and a lower tax basis than book basis related to the
     sale of the Olefins Business.

5.   The shares used to compute earnings per share for the 
     three-month period ended March 31, 1997, reflect the April 1, 1996
     purchase by the Company of 9,484,465 shares of its common
     stock, at a price of $23 per share plus expenses for a total
     aggregate cost of $219.4 million, through a tender offer,
     which began on March 4, 1996 and concluded on April 1, 1996,
     following the sale of the Olefins Business to Amoco. 
     Additionally, the Company purchased 275,400 and 1,481,100
     common shares in the second and third quarters of 1996,
     respectively, at an aggregate cost of $32.1 million.

6.   The Financial Accounting Standards Board recently issued FASB
     Statement No. 128, "Earnings Per Share" which is effective
     for financial statements for both interim and annual periods
     ending after December 15, 1997.  Earlier application is not
     permitted; however, restatement of all prior-period earnings
     per share data presented is required.  The Company has not
     yet determined the effect FASB Statement No. 128 will have on
     its financial statements; however, the adoption is not
     expected to have a material impact on the financial position
     or results of operations of the Company.

             

<PAGE>9             
             ALBEMARLE CORPORATION AND SUBSIDIARIES
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         ----------------------------------------------
              (In Thousands Except Share Amounts)
                          (Unaudited)


7.   On March 31, 1997, the Company and Mitsui Toatsu Chemicals,
     Inc. (Mitsui Toatsu) completed the formation of an alliance
     whereby Albemarle acquired 50 percent of the outstanding
     stock of Nippon Aluminum Alkyls, Ltd. (NAA) for cash.  Mitsui
     Toatsu will continue to hold the remaining 50 percent of NAA,
     which produces organometallic catalysts at its facility in
     Takaishi City, Osaka, and distributes products to the
     petrochemical and synthetic rubber industries in Japan and
     the Asia Pacific area. 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.

8.   The following unaudited supplemental pro forma condensed
     consolidated statement of income for the three months ended
     March 31, 1996, is presented assuming that the disposition of
     the Olefins Business had occurred as of January 1, 1996. The
     related pro forma information is presented for informational
     purposes only and is not necessarily indicative of the
     Company's results of operations or what the consolidated
     results of operations would have been had the Company
     operated without the Olefins Business for the three months
     ended March 31, 1996.  Additionally, the accompanying pro
     forma information, consistent with the data presented in the
     Company's Form 8-K filed on March 15, 1996, does not reflect
     the impact of the purchase of 9,484,465 shares of common
     stock acquired in the Company's tender offer as if it had
     occurred on January 1, 1996.



<PAGE>10


             ALBEMARLE CORPORATION AND SUBSIDIARIES
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         ----------------------------------------------
            (In Thousands Except Per-Share Amounts)
                          (Unaudited)

8.   Continued.


<TABLE>                                
                                
<CAPTION>                                
                                    Pro Forma Condensed Consolidated
                                          Statement of Income
                                
                                    Three Months Ended March 31, 1996
                                  -------------------------------------
                                   Historical   Adjustments   Pro Forma
                                   -----------  -----------  -----------
     <S>                           <C>          <C>         <C>
     Net sales                     $  270,171   $  (79,763) (a) 
                                                       799  (b) $191,207

     Cost of goods sold               196,060      (71,146) (a)
                                                       420  (b)  125,334
                                   -----------  -----------  -----------
        Gross profit                   74,111       (8,238)       65,873

     Selling, R&D and general 
      expenses                         40,671       (4,183) (a)   36,488  
                                   -----------  -----------  -----------                        
        Operating profit               33,440       (4,055)       29,385

     Interest and financing expenses    1,841       (1,563) (c)      278

     Gain on sale of business        (158,157)     158,157  (d)       -- 

     Other income, net                 (1,767)          20  (a)
                                                       (60) (e)   (1,807)
                                   -----------  ----------- -------------
     Income before income taxes       191,523     (160,609)       30,914

     Income taxes                      75,899      (63,780) (d)        
                                                      (935) (f)   11,184
                                   -----------  ----------- -------------
     Net income                    $  115,624   $  (95,894) $     19,730
                                   -----------  ----------- -------------
                                   -----------  ----------- -------------
     Earnings per share            $     1.73               $        .30  
                                   -----------              -------------
                                   -----------              -------------
     Shares used to compute   
      earnings per share               66,663                     66,663 (g)
                                   -----------              -------------
                                   -----------              -------------
     <FN>   
        See accompanying notes to the pro forma condensed
                consolidated statement of income.
     </TABLE>



<PAGE>11
             ALBEMARLE CORPORATION AND SUBSIDIARIES
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         ----------------------------------------------
            (In Thousands Except Per-Share Amounts)
                          (Unaudited)

8.  Continued.

Notes to the pro forma condensed consolidated statement of income
are described below: 

(a)  To eliminate the results of operations of the Olefins
     Business for the period January 1, 1996 thru February 29,
     1996 as though the sale to Amoco occurred on January 1,
     1996, and to reflect reductions in administrative and other
     costs which occurred because of personnel, employee benefits
     (including compensation) and other cost reductions assumed
     implemented following the sale of the Olefins Business to
     Amoco.

(b)  To record service fee income and incremental sales revenue
     generated from providing various services and products under
     contracts to Amoco and to record costs and expenses for
     services and products provided by Amoco.  The service and
     supply arrangements were entered into in connection with the
     sale of the Olefins Business to Amoco.

(c)  To reflect the pro forma interest cost savings resulting
     from the repayment of certain domestic and Belgian debt,
     using the proceeds received from the sale of the Olefins
     Business.

(d)  To eliminate the gain and related income taxes on the March
     1, 1996, sale of the Olefins Business.

(e)  To record the related amortization of certain advance rents
     received from Amoco upon closing of the sale of the Olefins
     Business associated with an arrangement in the nature of an
     operating lease in Belgium.

(f)  To record the income tax effects of the adjustments set
     forth in Notes (a) through (c) and (e) above, calculated at
     an assumed combined domestic state and federal income tax
     rate of 37.92%. The Company's income tax provision on the
     results of operations of the remaining businesses was
     adjusted for utilization of a portion of the Belgian net
     operating loss carryforwards for which a valuation allowance
     had previously been provided on the related deferred tax assets 
     and for the estimated additional income taxes which would have 
     resulted if undistributed foreign earnings had been remitted 
     to the Company.
     
             

<PAGE>12             
             ALBEMARLE CORPORATION AND SUBSIDIARIES
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         -----------------------------------------------
              (In Thousands Except Share Amounts)
                          (Unaudited)
                                
8.  Continued.

(g)  The average number of shares used to compute earnings per
     share does not include the effects of the Company's tender
     offer concluded on April 1, 1996, as if it had occurred on
     January 1, 1996.  The average number of shares would have
     been 57,179,000 had the offer been assumed to have been
     completed on January 1, 1996.

   
   

<PAGE>13   

 
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
           -------------------------------------
     OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
     ------------------------------------------------

The following is management's discussion and analysis of certain
significant factors affecting Albemarle Corporation's
("Albemarle" or "the Company") results of operations during the
periods included in the accompanying consolidated statements of
income and changes in the Company's financial condition since
December 31, 1996.  

On March 1, 1996, the Company sold its alpha olefins, poly alpha
olefins and synthetic alcohol businesses ("Olefins Business") to
Amoco Chemical Company ("Amoco").  After the sale, Albemarle is
engaged in the Bromine Chemicals and Specialty Chemicals and
Surfactants and Biocides businesses.

Results of Operations
- ---------------------
First Quarter 1997 Compared with First Quarter 1996
- ---------------------------------------------------

NET SALES
Net sales for the first quarter of 1997 amounted to $198.4
million, down from $270.2 million in 1996.  Excluding the first
two months 1996 net sales (approximately $80 million) of the
Olefins Business sold on March 1, 1996, Albemarle's net sales for
the first quarter of 1997 would have shown an increase of four
percent, or $8.3 million.  The higher net sales were primarily
due to increased shipments of organometallics, partly offset by a
decrease in shipments of zeolites.

OPERATING COSTS AND EXPENSES
Cost of goods sold decreased 33% ($64.0 million) in 1997 from
1996 primarily reflecting the impact of two months cost of goods
sold of the Olefins Business included in the 1996 period. In
addition, 1997 cost of goods sold reflects the impact of higher
foreign exchange gains, offset in part by start-up costs for
naproxen. Overall the gross profit margin increased to 33.5% in
the 1997 quarter from 27.4% in the 1996 period reflecting
primarily the elimination of the results of the Olefins Business,
which had lower profit margins.

Selling, general and administrative expenses, combined with
research and development expenses, decreased 16% in 1997 versus
the 1996 quarter reflecting the impact of expenses associated
with two-months operations of the Olefins Business included in
the 1996 period. Also, 1997 expenses reflect the benefit of lower
employee-related expenses resulting from the Company's work force
reduction program implemented when the Olefins Business was sold. 







<PAGE>14
     As a percentage of net sales, selling, general and
administrative expenses, including research and development
expenses were 17.1% in 1997 versus 15.1% in the 1996 quarter.
Excluding the selling, general and administrative expenses and
research and development expenses eliminated in connection with
the Olefins Business sold, the percentage of net sales, of
selling, general and administrative expenses, including research
and development expenses for 1996, would have been 19.0 percent.

OPERATING PROFIT
Operating profit in the first quarter of 1997 decreased
approximately 3% from the corresponding period in 1996. Excluding
the first two months 1996 operating profit of the Olefins
Business sold, 1997 operating profit for the quarter would have
been up over the 1996 period.

INTEREST AND FINANCING EXPENSES AND OTHER INCOME
Interest and financing expenses in 1997 decreased to $.2 million
from $1.8 million in 1996 due to lower average outstanding debt. 
Other income decreased $1.7 million primarily due to lower
interest income in the 1997 period.

GAIN ON SALE OF BUSINESS
The Company's 1996 first quarter earnings included a gain of
$158.2 million ($94.4 million after income taxes) on the sale of
the Olefins Business.

INCOME TAXES
Income taxes for first quarter 1997 decreased $63.8 million
compared to the first quarter of 1996 on a $ 159.3 million
decrease in pretax income while the effective tax rate was 37.4%
in the 1997 quarter versus 39.6% for the 1996 period. Excluding
the effect of the gain on the sale of the Olefins Business, the
effective tax rate for the 1996 period was 36.3%.  The higher tax
rate in 1997 reflects an  increase in income from foreign
subsidiaries, which are taxed higher than U. S. statutory rates
and for which no repatriated benefits are provided.


Financial Condition and Liquidity
- ---------------------------------

Cash and cash equivalents at March 31, 1997, were $2.6 million,
representing a decrease of $11.6 million from $14.2 million at
year-end 1996.

Cash flows from operating activities together with $11.6 million
of existing cash and borrowings of $12.6 million, were used to
cover operating activities including a working capital increase,
capital expenditures and acquisition cost, payment of dividends
and repayment of debt.

The Company anticipates that cash provided from operations in the
future will be sufficient to pay its operating expenses, satisfy
debt-service obligations and make dividend payments to common
shareholders at current rates.



<PAGE>15
The Company's foreign currency translation adjustments, net of
related deferred taxes, at March 31, 1997, decreased 68% from
December 31, 1996, primarily due to the strengthening of the U.S.
dollar.

The noncurrent portion of the Company's long-term debt amounted
to $35.4 million at March 31, 1997, compared to $24.4 million at
the end of 1996.  The Company's long-term debt, including the
current portion, as a percentage of total capitalization amounted
to 6.6% at March 31, 1997.
 
The Company's capital expenditures combined with acquisition
costs in the first quarter of 1997 were higher than in the first
quarter of 1996.  For the year, capital expenditures are
forecasted to be slightly above the 1996 level.  Capital spending
will be financed primarily with cash flow from operations with
any additional cash provided from additional debt.  The amount
and timing of any additional borrowing will depend on the
Company's specific cash requirements.

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 best of the Company's knowledge, it currently is 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 has not in the past had,
and 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
and may be liable for a share of the costs associated with
cleaning up various hazardous waste sites.

Recent Developments
- -------------------

On March 31, 1997, the Company and Mitsui Toatsu Chemicals, Inc.
(Mitsui Toatsu) completed the formation of an alliance whereby
Albemarle acquired 50 percent of the outstanding stock of Nippon
Aluminum Alkyls, Ltd. (NAA) for cash.  Mitsui Toatsu will
continue to hold the remaining 50 percent of NAA.  NAA produces
organometallic catalysts at its facility in Takaishi City, Osaka,
and distributes products to the petrochemical and synthetic
rubber industries in Japan and the Asia Pacific area.



<PAGE>16


P
art II - OTHER INFORMATION
- ----------------------------

  ITEM 1.  Legal Proceedings
           ------------------

Three administrative proceedings with the federal Occupational
Safety and Health Administration (OSHA), involving a total
potential penalty in excess of $100,000, but not more than
$250,000, were commenced in 1996 and reported previously in the
Company's 1996 reports on Form 10-Q and 10-K.  The Company filed
a notice of contest and is contesting vigorously each citation. 
The three citations have been combined for hearing in July, 1997. 
Each of these citations arose out of a series of unrelated fires
in the MEMC Electronic Materials, Inc. ("MEMC") Polysilicon plant
in Pasadena, Texas that was sold to MEMC but which is operated by
the Company under contract.


  ITEM 4.  Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------  

At the annual meeting of shareholders held on April 23, 1997, the
shareholders elected the directors nominated in the Proxy with
the following affirmative votes and votes withheld:


<TABLE>
<CAPTION>
Director                 Affirmative Votes             Votes Withheld
- --------                 ------------------            ---------------
<S>                           <C>                          <C>
Craig R. Andersson            49,915,925                   172,547
Dirk Betlem                   49,919,820                   168,652
Floyd D. Gottwald, Jr.        49,899,972                   188,501
John D. Gottwald              49,910,613                   177,860
Andre B. Lacy                 49,919,385                   169,087
Seymour S. Preston, III       49,918,871                   169,601
Emmett J. Rice                49,898,297                   190,175
Charles B. Walker             49,893,130                   195,343
Anne M. Whittemore            49,914,826                   173,646
</TABLE>


The shareholders also approved the selection of Coopers & Lybrand
as the Company's auditors with 49,930,132 affirmative votes,
68,712 against and 89,629 abstentions.


  ITEM 6.  Exhibits and Reports on Form 8-K
           --------------------------------
       (a)     Exhibits 

               27.  Financial Data Schedule

       (b)     No reports on Form 8-K have been filed during the
                quarter for which this report is filed.                        




<PAGE>17


                            SIGNATURES
                            ----------


     Pursuant to the requirements 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)




Date: May 6, 1996                 By:  Thomas G. Avant                         
                                      --------------------
                                        Thomas G. Avant
                                        Senior Vice President 
                                        (Principal Accounting Officer)



Date: May 6, 1996                 By:  Charles B. Walker                       
                                      -------------------
                                        Charles B. Walker 
                                        Vice Chairman of the Board
                                        Chief Financial Officer







<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-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ANNUAL REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          $2,615
<SECURITIES>                                        $0
<RECEIVABLES>                                 $146,957
<ALLOWANCES>                                    $1,359
<INVENTORY>                                    $91,533
<CURRENT-ASSETS>                              $258,074
<PP&E>                                      $1,152,283
<DEPRECIATION>                                $661,422
<TOTAL-ASSETS>                                $842,146
<CURRENT-LIABILITIES>                         $134,812
<BONDS>                                             $0
<PREFERRED-MANDATORY>                               $0
<PREFERRED>                                         $0
<COMMON>                                          $550
<OTHER-SE>                                    $509,686
<TOTAL-LIABILITY-AND-EQUITY>                  $842,146
<SALES>                                       $198,394
<TOTAL-REVENUES>                              $198,394
<CGS>                                         $132,032
<TOTAL-COSTS>                                 $166,028
<OTHER-EXPENSES>                                    $0
<LOSS-PROVISION>                                    $0
<INTEREST-EXPENSE>                                $197
<INCOME-PRETAX>                                $32,231
<INCOME-TAX>                                   $12,054
<INCOME-CONTINUING>                            $20,177
<DISCONTINUED>                                      $0
<EXTRAORDINARY>                                     $0
<CHANGES>                                           $0
<NET-INCOME>                                   $20,177
<EPS-PRIMARY>                                    $0.36
<EPS-DILUTED>                                    $0.36
        

</TABLE>