As filed with the Securities and Exchange Commission on September 30, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                              --------------------
                                 SCHEDULE 13E-4
                                (Final Amendment)
                          ISSUER TENDER OFFER STATEMENT
                      (Pursuant to Section 13(e)(1) of the
                        Securities Exchange Act of 1934)

                              ALBEMARLE CORPORATION
                                (Name of Issuer)

                              ALBEMARLE CORPORATION
                      (Name of Person(s) Filing Statement)

                                  Common Stock
                         (Title of Class of Securities)

                                  012 653 101
                      (CUSIP Number of Class of Securities)

                            E. Whitehead Elmore, Esq.
              Senior Vice President, Secretary and General Counsel
                              ALBEMARLE CORPORATION
                             330 South Fourth Street
                            Richmond, Virginia 23219
                                 (804) 788-6000
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) Filing Statement)
                              --------------------
                                   Copies to:
                             Allen C. Goolsby, Esq.
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219

                                 August 24, 1998
                       (Date Tender Offer First Published,
                       Sent or Given to Security Holders)


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



   

         This Final  Amendment  amends and  supplements  the Issuer Tender Offer
Statement on Schedule 13E-4, dated as of August 24, 1998 as amended by Amendment
No. 1 dated September 23, 1998,  relating to the offer by Albemarle  Corporation
(the "Company") to purchase 5,000,000 shares (or such lesser number of shares as
are  properly  tendered)  of its  common  stock,  par value  $.01 per share (the
"Shares"),  at prices not in excess of $19.50 nor less than $17.00 net per Share
in cash upon the terms and subject to the  conditions  set forth in the Offer to
Purchase,  dated August 24, 1998, and in the related  Letter of Transmittal  (or
similar materials  distributed to participants in the Company's employee savings
plan), which together constitute the "Offer."

         A total of  5,738,241  Shares were  validly  tendered  and  purchased
pursuant to the Offer at $19.50 per Share.



    





                                    SIGNATURE

   
         After due inquiry and to the best of my knowledge and belief, I certify
that the  information  set forth in this Final  Amendment  to Schedule  13E-4 is
true, complete and correct.


September 30, 1998

    

                         ALBEMARLE CORPORATION



                         By: /s/ E. Whitehead Elmore
                            -------------------------------------
                               Name:  E. Whitehead Elmore
                               Title: Senior Vice President, Secretary and
                                      General Counsel