SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                 AMENDMENT NO. 5
                                 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 [ ].







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   CUSIP NO. 012653 10 1                                         13D                 Page 2 of 8 Pages

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

                     Floyd D. Gottwald, Jr.  -  226-16-0038
            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                               (a) [ ]
      2                                                                                     (b) [x]

      3     SEC USE ONLY
            SOURCE OF FUNDS*
      4              PF
            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      5     TO ITEM 2(d) or 2(e)
            CITIZENSHIP OR PLACE OF ORGANIZATION                                               [ ]
      6              USA
                             7       SOLE VOTING POWER
          NUMBER OF                           953,141

            SHARES
                             8       SHARED VOTING POWER
         BENEFICIALLY                         5,964,061

           OWNED BY
                             9       SOLE DISPOSITIVE POWER
             EACH                             953,141

          REPORTING
                             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!
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   CUSIP NO. 012653 10 1                                         13D                 Page 3 of 8 Pages


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

                     Bruce C. Gottwald  -  224-44-2104
            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                               (a) [ ]
      2                                                                                     (b) [x]

      3     SEC USE ONLY
            SOURCE OF FUNDS*
      4              PF
            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      5     TO ITEM 2(d) or 2(e)
            CITIZENSHIP OR PLACE OF ORGANIZATION                                                [ ]
      6              USA
                             7       SOLE VOTING POWER
          NUMBER OF                           3,218,349

            SHARES
                             8       SHARED VOTING POWER
         BENEFICIALLY                         3,441,475

           OWNED BY
                             9       SOLE DISPOSITIVE POWER
             EACH                             3,218,349

          REPORTING
                             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

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                      *SEE INSTRUCTIONS BEFORE FILLING OUT*


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     * Amendment No. 5 amends and supplements Amendment Nos. 1, 2, 3 and 4 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. 5 is to report the increase in percentage ownership in the
Issuer by Floyd D. Gottwald, Jr. and Bruce C. Gottwald as a result of the
self-tender offer consummated by the Issuer on September 30, 1998, pursuant to
which neither Floyd D. Gottwald, Jr. nor Bruce C. Gottwald tendered any shares
of Common Stock .

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. 4, Floyd D. Gottwald, Jr. and Bruce C.
Gottwald have not purchased additional shares of Common Stock except (i) those
shares disclosed in Item 5(c) below and (ii) automatic purchases pursuant to the
Issuer's dividend reinvestment plan and Issuer benefit plans.

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).


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                      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. 5 to Schedule
                13D.






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                                    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.

October 29, 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




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EXHIBIT INDEX


Exhibit 1      Agreement  between Floyd D.  Gottwald,  Jr. and Bruce C. Gottwald
               with respect to the filing of this Amendment No. 5 to Schedule
               13D.









                                                                       Exhibit 1



     We, the undersigned, hereby express our agreement that the attached
Amendment No. 5 to Schedule 13D is filed on behalf of each of the undersigned.


October 29, 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