SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D. C.  20549


                                      AMENDMENT NO. 6
                                      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)


                                  Floyd D. Gottwald, Jr.
                                     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
                                     Hunton & Williams
                                   951 East Byrd Street
                                 Richmond, Virginia 23219

                                    September 30, 1998
                  (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 [ ].


CUSIP NO. 012653 10 1                                


     1   NAME OF REPORTING PERSONS
        S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

              Floyd D. Gottwald, Jr.  -  ###-##-####

    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) [ ]
                                                                        (b) [X]

    3   SEC USE ONLY
    4   SOURCE OF FUNDS*
             PF
    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEM 2(d) or 2(e)
      
    6    CITIZENSHIP OR PLACE OF ORGANIZATION
             USA
 
                   

     NUMBER OF
                   7      SOLE VOTING POWER
       SHARES                 953,141

    BENEFICIALLY
                   8      SHARED VOTING POWER
      OWNED BY                5,964,061

        EACH
                   9      SOLE DISPOSITIVE POWER
     REPORTING                953,141

                    10    SHARED DISPOSITIVE POWER
    PERSON WITH               5,964,061

   11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               6,917,202

   12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                    [X]
             181,377 shares held by foundation; 2,209,669 shares owned by adult
             sons

   13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               14.17%

   14    TYPE OF REPORTING PERSON*
               IN



                      *SEE INSTRUCTIONS BEFORE FILLING OUT*

CUSIP NO. 012653 10 1                      13D          



    1   NAME OF REPORTING PERSONS
        S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

             Bruce C. Gottwald  -  ###-##-####
  
    2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                (a) [ ]
                                                                         (b) [X]

    3   SEC USE ONLY

    4   SOURCE OF FUNDS*
             PF

    5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
        TO ITEM 2(d) or 2(e)

    6   CITIZENSHIP OR PLACE OF ORGANIZATION
             USA


     NUMBER OF
                   7     SOLE VOTING POWER
       SHARES                 3,218,349


    BENEFICIALLY
                   8     SHARED VOTING POWER
      OWNED BY                3,441,475


        EACH
                   9     SOLE DISPOSITIVE POWER
     REPORTING                 3,218,349

                   10    SHARED DISPOSITIVE POWER
    PERSON WITH                3,441,475

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               6,659,824

    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                   [X]
               181,377 shares held by foundation; 2,306,007 shares
               owned by adult sons

    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               14.72%

    14   TYPE OF REPORTING PERSON*
             IN
  
                     *SEE INSTRUCTIONS BEFORE FILLING OUT*

* Amendment No. 6 amends and supplements Amendment Nos. 1, 2, 3, 4 and 5 to the
statement on Schedule 13D filed on March 10, 1994, by Floyd D. Gottwald, Jr. and
Bruce C. Gottwald with respect to shares of Common Stock (the "Common Stock") of
Albemarle Corporation (the "Issuer"). The purpose for the filing of this
Amendment No. 6 is to file the attached Confirming Statement of Floyd D.
Gottwald, Jr.



                                
            

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 3.   Source and Amount of Funds or Other Consideration.

     Since the filing of Amendment No. 5, Floyd D. Gottwald, Jr. and Bruce C.
Gottwald have not purchased additional shares of Common Stock.

Item 5.   Interest in Securities of the Issuer.

            (a) 18,274,080  shares  of  Common  Stock of the  Issuer  are  owned
                beneficially  by Floyd D.  Gottwald,  Jr. and Bruce C. Gottwald,
                constituting 38.83% of such shares outstanding.1/

            (b) Number of shares as to which such persons have:

                (i)  sole power to vote or to direct the vote - 4,352,867 2/

                (ii) shared power to vote or to direct the vote - 13,921,213 3/

                (iii) sole power to  dispose of or to direct the  disposition
                      of - 4,352,867 2/

                (iv) shared  power to dispose  of or to direct  the  disposition
                     of - 13,921,213 3/

              1/ The filing of this statement 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, Floyd D. Gottwald, Jr. or
                 Bruce C. Gottwald are the beneficial owners of 181,377 shares
                 described in Items 5(b)(i) and (iii) or the 13,921,213 shares
                 described in Items 5(b)(ii) and (iv).

              2/ This amount includes 181,377 shares owned by a charitable
                 foundation for which the Gottwalds serve as the sole
                 directors. Floyd D. Gottwald, Jr. and Bruce C. Gottwald
                 disclaim any beneficial interest in any shares held in the
                 foundation.

              3/ Includes  2,209,669  shares owned by the adult sons of Floyd D.
                 Gottwald,  Jr. and 2,306,007  shares owned by the adult sons of
                 Bruce C.  Gottwald  who do not reside in their  father's  home.
                 It does not  include  shares  held by  Merrill  Lynch,  Pierce,
                 Fenner & Smith  Incorporated as Trustee under the savings plans
                 of Ethyl  Corporation  and the Issuer for their  employees  for
                 the  benefit  of  employees  other than the  Gottwalds.  Shares
                 held by the  Trustee  under  these plans for the benefit of the
                 Gottwalds are included in Items  (5)(b)(i)-(iv)  above.  Shares
                 held  under  the  savings  plans are  voted by the  Trustee  in
                 accordance   with   instructions   solicited   from   employees
                 participating  in the plans. If a  participating  employee does
                 not give the Trustee voting instructions,  his shares are voted
                 by the Trustee in accordance with management's  recommendations
                 to  the  shareholders.  Because  the  Gottwalds  are  executive
                 officers,  directors  and the  largest  shareholders  of  Ethyl
                 Corporation  and of  the  Issuer,  they  may  be  deemed  to be
                 control persons of Ethyl Corporation and of the Issuer.


          (c) From  July  28,  1998 to July  31,  1998,  Floyd  D.  Gottwald,
              Jr. purchased  143,100  shares of Common Stock of the Issuer on
              the open market as follows:

                Date      Number of Shares  Per Share Price
                ----      ----------------  ---------------

              07/28/98          81,600          $20.25
              07/31/98          61,500          $19.68

              Various members of the Gottwald families have acquired additional
              minor amounts of Common Stock pursuant to the employee savings
              plans of Ethyl Corporation and the Issuer. There have been no
              other transactions in the past 60 days.

          (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
              13,921,213 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 Schedule is
              filed.


Item 7.   Material to be Filed as Exhibits.

      1.  Agreement  between  Floyd D.  Gottwald,  Jr. and Bruce C.  Gottwald 
          with respect to the filing of this Amendment No. 6 to Schedule 13D.

      2.  Confirming Statement of Floyd D. Gottwald, Jr.








                                    SIGNATURE

      After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.

November 4, 1998                          /s/  J. Judson  Williams, II
                                         -----------------------------------
                                          J. Judson Williams II, Esq.
                                          Power of Attorney for
                                          Floyd D. Gottwald, Jr.


                                          /s/ Bruce  C. Gottwald
                                          ----------------------------------
                                          Bruce C. Gottwald










EXHIBIT INDEX


Exhibit 1 Agreement  between  Floyd D.  Gottwald,  Jr. and Bruce C.  Gottwald 
          with respect to the filing of this Amendment No. 6 to Schedule 13D.

Exhibit 2 Confirming Statement of Floyd D. Gottwald, Jr.




Exhibit 1




      We, the undersigned, hereby express our agreement that the attached
Amendment No. 6 to Schedule 13D is filed on behalf of each of the undersigned.

November 4, 1998                          /s/ J. Judson Williams, II
                                          --------------------------------
                                          J. Judson Williams II, Esq.
                                          Power of Attorney for
                                          Floyd D. Gottwald, Jr.


                                          /s/ Bruce C. Gottwald
                                         ----------------------------------
                                          Bruce C. Gottwald








Exhibit 2

                              CONFIRMING STATEMENT

   This Statement confirms that the undersigned, Floyd D. Gottwald, Jr., has
authorized and designated J. Judson Williams II to execute and file on the
undersigned's behalf all Schedules 13D (including any amendments thereto) that
the undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Albemarle Corporation. The authority of J. Judson Williams II
under this Statement shall continue until the undersigned is no longer required
to file Schedules 13D (or any amendments thereto) with regard to the
undersigned's ownership of or transactions in securities of Albemarle
Corporation, unless earlier revoked in writing. The undersigned acknowledges
that J. Judson Williams II is not assuming any of the undersigned's
responsibilities to comply with Section 13 of the Securities Exchange Act of
1934.


Date: November  4, 1998                            /s/ Floyd D. Gottwald, Jr.
                                                   ---------------------------
                                                   Floyd D. Gottwald, Jr.