SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549






                                    FORM 8-K


                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported) March 8, 1999
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                              Albemarle Corporation
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             (Exact name of registrant as specified in its charter)


          Virginia                       1-12658                54-1692118
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(State or other jurisdiction           (Commission             (IRS Employer
      of incorporation)                File Number)          Identification No.)



           330 South Fourth Street, Richmond, Virginia        23219
        ----------------------------------------------------------------
            (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code     (804) 788-6000
                                                   ----------------------


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Item 5.  Other Events.


On March 8, 1999, Albemarle Corporation (the "Company") announced that it will
offer to acquire the outstanding shares of Albright & Wilson plc, headquartered
in London, tendering for shares at 130 pence or about $2.08 per share. Based on
Albright & Wilson's 313.8 million shares outstanding, the offer price is
expected to be approximately $657 million. The offer has been recommended by
Albright & Wilson's Board of Directors. The offer will be made through Albemarle
U.K. Holdings Limited, a newly formed United Kingdom corporation and
wholly-owned indirect subsidiary of the Company.

The offer will not be made to  Albright &  Wilson's  shareholders  in the United
States, Japan, Canada or Australia.

Albright  &  Wilson  is a  United  Kingdom  chemicals  company  with  leadership
positions in phosphate chemicals used in beverages and as detergent builders and
in purified  phosphoric acid. Albright & Wilson operates in three business areas
- -- phosphates,  surfactants  and phosphorus  derivatives and acrylics -- and its
annual sales are  approximately  $1 billion to $1.2  billion.  Albright & Wilson
employs approximately 5,000 people.




<PAGE>


                                    SIGNATURE


         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:  March 11, 1999                By: /s/ E. Whitehead Elmore

                                     Name: E. Whitehead Elmore

                                     Title: Senior Vice President