<PAGE>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, 2001

        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 March 31,
2001: 45,872,473



<PAGE>Page 2

ALBEMARLE CORPORATION

                                    I N D E X

                                                                        Page
                                                                       Number
                                                                       ------


PART I. FINANCIAL INFORMATION


  ITEM 1. Financial Statements

          Consolidated Balance Sheets - March 31, 2001 and
          December 31, 2000 .........................................   3-4

          Consolidated Statements of Income - Three
          Months Ended March 31, 2001 and 2000 ......................    5

          Consolidated Statements of Comprehensive Income - Three
          Months Ended March 31, 2001 and 2000 ......................    6

          Condensed Consolidated Statements of Cash Flows -
          Three Months Ended March 31, 2001 and 2000 ................    7

          Notes to the Consolidated Financial Statements ............   8-10


  ITEM 2. Management's Discussion and Analysis of Results
          of Operations and Financial Condition, Additional
          Information, and Recent Developments ......................   11-14


  ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.    15


PART II. OTHER INFORMATION


  ITEM 3. Legal Proceedings .........................................    15


  ITEM 4. Submission of Matters to a Vote of Security Holders .......    15


  ITEM 6. Exhibits and Reports on Form 8-K ..........................    15

SIGNATURES ..........................................................    16



  





<PAGE>Page 3




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


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


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


<TABLE>
<CAPTION>
                                                                           March 31, 2001          December 31, 2000
                                                                        --------------------     ---------------------
                                                                            (Unaudited)
                                    ASSETS

<S>                                                                     <C>                      <C>
Current assets:
Cash and cash equivalents                                               $           14,565       $           19,300
Accounts receivable, less allowance for doubtful
    accounts (2001 - $2,783;  2000 - $2,119)                                       167,084                  174,297
      Inventories:
          Finished goods                                                            80,922                   79,143
          Raw materials                                                             12,343                   10,804
          Stores, supplies and other                                                18,274                   17,471
                                                                        -------------------      -------------------
                                                                                   111,539                  107,418
      Deferred income taxes and prepaid expenses                                    12,624                   14,139
                                                                        -------------------      -------------------
          Total current assets                                                     305,812                  315,154
                                                                        -------------------      -------------------
Property, plant and equipment, at cost                                           1,332,167                1,326,534
      Less accumulated depreciation and amortization                               849,764                  836,460
                                                                        -------------------      -------------------
          Net property, plant and equipment                                        482,403                  490,074
Prepaid pension assets                                                             115,957                  111,537
Other assets and deferred charges                                                   46,176                   42,583
Goodwill and other intangibles, net of amortization                                 21,346                   22,455
                                                                        -------------------      -------------------
Total assets                                                            $          971,694       $          981,803
                                                                        ===================      ===================

</TABLE>




        See accompanying notes to the consolidated financial statements.




<PAGE>Page 4

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

<TABLE>
<CAPTION>

                                                                           March 31, 2001         December 31, 2000
                                                                        -------------------      -------------------
                                                                            (Unaudited)
                      LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                     <C>                      <C>
Current liabilities:
      Accounts payable                                                  $           65,601       $           72,296
      Long-term debt, current portion                                                  290                      299
      Accrued expenses                                                              44,492                   56,932
      Dividends payable                                                             11,923                    5,956
      Income taxes payable                                                          17,224                    6,633
                                                                        -------------------       ------------------
          Total current liabilities                                                139,530                  142,116
                                                                        -------------------       ------------------
Long-term debt                                                                      87,384                   97,681
Other noncurrent liabilities                                                        85,578                   83,496
Deferred income taxes                                                               93,066                   99,603
Shareholders' equity:
     Common stock, $.01 par value, issued and outstanding-
        45,872,473 in 2001 and 45,823,743 in 2000                                      459                      458
     Additional paid-in capital                                                     57,901                   57,223
     Accumulated other comprehensive (loss)                                        (18,760)                 (14,688)
     Retained earnings                                                             526,536                  515,914
                                                                       --------------------      ------------------
          Total shareholders' equity                                               566,136                  558,907
                                                                       --------------------      ------------------
Total liabilities and shareholders' equity                             $           971,694       $          981,803
                                                                       ====================      ==================

</TABLE>




         See accompanying notes to the consolidated financial statements.



<PAGE>Page 5

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


<TABLE>
<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
<S>                                                                     <C>                      <C>
Net sales                                                               $          224,410        $         235,480
Cost of goods sold                                                                 164,955                  160,878
                                                                        -------------------       ------------------
    Gross profit                                                                    59,455                   74,602
Selling, general and administrative expenses                                        22,704                   26,186
Research and development expenses                                                    5,777                    6,248
                                                                        -------------------       ------------------
    Operating profit                                                                30,974                   42,168
Interest and financing expenses                                                     (1,069)                  (1,767)
Other income, net                                                                    1,582                      973
                                                                        -------------------       ------------------
Income before income taxes                                                          31,487                   41,374
Income taxes                                                                         8,942                   12,826
                                                                        -------------------       ------------------
Net income                                                              $           22,545        $          28,548
                                                                        ===================       ==================
Basic earnings per share                                                $             0.49        $            0.62
                                                                        ===================       ==================
Diluted earnings per share                                              $             0.48        $            0.61
                                                                        ===================       ==================
Cash dividends declared per share of common stock                       $             0.26        $            0.11
                                                                        ===================       ==================

</TABLE>




        See accompanying notes to the consolidated financial statements.




<PAGE>Page 6

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                -----------------------------------------------
                             (Dollars In Thousands)
                             ----------------------
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
<S>                                                                     <C>                       <C>
Net income                                                              $           22,545        $          28,548
Other comprehensive (loss) income,  net of tax:
   Unrealized (loss) gain on securities available for sale                            (271)                     (22)
   Foreign currency translation adjustments                                         (3,801)                  (4,242)
                                                                        -------------------       ------------------
Other comprehensive (loss) income                                                   (4,072)                  (4,264)
                                                                        -------------------       ------------------
Comprehensive income                                                    $           18,473        $          24,284
                                                                        ===================       ==================

</TABLE>




        See accompanying notes to the consolidated financial statements.






<PAGE>Page 7

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                             (Dollars In Thousands)
                              --------------------
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                Three Months Ended March 31,
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
<S>                                                                     <C>                       <C>
Cash and cash equivalents at beginning of year                          $           19,300        $          48,621
Cash flows from operating activities:
   Net income                                                                       22,545                   28,548
   Adjustments to reconcile net income to cash flows
        from operating activities:
      Depreciation and amortization                                                 18,445                   18,150
      Working capital increase excluding cash and cash
        equivalents                                                                 (8,759)                  (3,466)
      Other, net                                                                      (795)                    (855)
                                                                        -------------------       ------------------
        Net cash provided from operating activities                                 31,436                   42,377
                                                                        -------------------       ------------------
Cash flows from investing activities:
   Capital expenditures                                                            (14,469)                 (13,509)
   Investments in joint ventures and nonmarketable securities                       (6,143)                     (96)
   Other, net                                                                           22                    1,283
                                                                        -------------------       ------------------
        Net cash used in investing activities                                      (20,590)                 (12,322)
                                                                        -------------------       ------------------
Cash flows from financing activities:
   Repayments of long-term debt                                                     (9,216)                 (44,700)
   Dividends paid                                                                   (5,956)                  (4,635)
   Purchases of common stock                                                             -                   (7,972)
   Proceeds from exercise of stock options                                             591                       16
                                                                        -------------------       ------------------
        Net cash used in financing activities                                      (14,581)                 (57,291)
                                                                        -------------------       ------------------
Net effect of foreign exchange on cash and cash
    equivalents                                                                     (1,000)                      (7)
                                                                        -------------------       ------------------
(Decrease) in cash and cash equivalents                                             (4,735)                 (27,243)
                                                                        -------------------       ------------------
Cash and cash equivalents at end of period                              $           14,565        $          21,378
                                                                        ===================       ==================

</TABLE>




        See accompanying notes to the consolidated financial statements.




<PAGE>Page 8

                     ALBEMARLE CORPORATION AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
               (In Thousands Except Share and 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, 2001,
and December 31, 2000, the consolidated  results of operations and comprehensive
income for the three-month periods ended March 31, 2001, and 2000, and condensed
consolidated  cash flows for the  three-month  periods ended March 31, 2001, and
2000. 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  2000 Annual
Report  & Form  10-K  filed  on  February  28,  2001.  The  December  31,  2000,
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,
2001, are not necessarily  indicative of the results to be expected for the full
year. Certain amounts in the accompanying  consolidated financial statements and
notes thereto have been reclassified to conform to the current presentation.


2. Long-term debt consists of the following:


<TABLE>
<CAPTION>
                                        March 31,             December 31,
                                          2001                    2000
                                  --------------------    --------------------
<S>                               <C>                     <C>
Variable-rate bank loans          $            60,400     $            70,000
Foreign borrowings                             15,241                  15,916
Industrial revenue bonds                       11,000                  11,000
Miscellaneous                                   1,033                   1,064
                                  --------------------    --------------------
    Total                                      87,674                  97,980
Less amounts due within one year                  290                     299
                                  --------------------    --------------------
    Long-term debt                $            87,384     $            97,681
                                  ====================    ====================

</TABLE>



3. Cost of goods sold includes  foreign exchange  transaction  (losses) gains of
($502)  and  $419  for  the  three-months   ended  March  31,  2001,  and  2000,
respectively.

4. Cash  dividends  declared for the  three-month  period  ending March 31, 2001
totaled $0.26 per share which included a dividend of $0.13 per share declared on
February 28,  2001,  payable  April 1, 2001,  as well as a dividend of $0.13 per
share declared March 28, 2001, payable July 1, 2001.




<PAGE>Page 9

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

5. Basic and diluted earnings per share for the three-month  periods ended March
31, 2001, and 2000, are calculated as follows:


<TABLE>
<CAPTION>
                                                                                 Three Months Ended March, 31
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
<S>                                                                     <C>                       <C>
Basic earnings per share
 Numerator:
    Income available to stockholders, as reported                       $           22,545        $          28,548
                                                                        -------------------       ------------------
 Denominator:
    Average number of shares of common stock
     outstanding                                                                    45,838                   46,084
                                                                        -------------------       ------------------
 Basic earnings per share                                               $             0.49        $            0.62
                                                                        ===================       ==================
Diluted earnings per share
 Numerator:
    Income available to stockholders, as reported                       $           22,545        $          28,548
                                                                        -------------------       ------------------
 Denominator:
    Average number of shares of common stock
     outstanding                                                                    45,838                   46,084
    Shares issuable upon exercise of stock options                                     848                      454
                                                                        -------------------       ------------------
 Total shares                                                                       46,686                   46,538
                                                                        -------------------       ------------------
 Diluted earnings per share                                             $             0.48        $            0.61
                                                                        ===================       ==================

</TABLE>


6. On January 1, 2001, the Company adopted Financial  Accounting Standards Board
("FASB")  No.  133,   "Accounting   for  Derivative   Instruments   and  Hedging
Activities". The Company's transition adjustment will not have a material effect
on the financial  position or results of operations in 2001. In connection  with
the  adoption  of  FASB  No. 133,  the  Company  elected  not to  utilize  hedge
accounting.   Consequently,  changes  in  the  fair  value  of  derivatives  are
recognized in the Company's statement of operations.




<PAGE>Page 10

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

7. The significant  differences  between the U.S.  Federal  statutory income tax
rate on pretax  income and the  effective  income  tax rate for the  three-month
periods ended March 31, 2001 and 2000, respectively are as follows:


<TABLE>
<CAPTION>
                                                          % of Income Before Income Taxes
                                              ------------------------------------------------------
                                                            Three Months Ended March 31,
                                               ----------------------------------------------------
                                                          2001                      2000
                                                  --------------------      --------------------
<S>                                                           <C>                       <C>
        Federal statutory rate                                35.0%                     35.0%
        Foreign sales corporation benefit                     (2.5)                     (1.5)
        State taxes, net of federal tax benefit                1.0                       0.6
        Depletion                                             (1.4)                     (0.9)
        Reversal of valuation allowance                       (3.3)                       -
        Other                                                 (0.4)                     (2.2)
                                                  --------------------      --------------------
        Effective income tax rate                             28.4%                     31.0%
                                                  ====================      ====================

</TABLE>


During the first  quarter of 2001,  the Company  released a valuation  allowance
required  on a  deferred  tax  asset  related  to the  Company's  facilities  in
Louvain-la-Neuve,  Belgium,  which was  established  in 1996 when the  Company's
Olefins Businesses were sold.

8. The Company is a global manufacturer of specialty polymer and fine chemicals,
currently  grouped  into two  operating  segments:  Polymer  Chemicals  and Fine
Chemicals.   The  operating   segments  were  determined   based  on  management
responsibility. The Polymer Chemicals' segment is comprised of flame retardants,
organometallics and catalysts, and polymer additives and intermediates. The Fine
Chemicals'  operating segment is comprised of agrichemicals and  pharmachemicals
and performance  chemicals.  Segment data includes intersegment transfers of raw
materials at cost and foreign  exchange  gains and losses as well as allocations
for  certain   corporate   costs.  The  corporate  and  other  expenses  include
corporate-related items not allocated to the reportable segments. 


<TABLE>
<CAPTION>
                                              Three Months Ended March 31,
                                           2001                        2000
Summary of segment results          Revenues    Income          Revenues    Income
<S>                                <C>         <C>             <C>         <C>
Polymer Chemicals                  $ 120,956   $ 20,858        $ 128,213   $ 26,928
Fine Chemicals                       103,454     14,892          107,267     21,906
                                   ----------  ---------       ----------  ---------
   Segment totals                  $ 224,410     35,750        $ 235,480     48,834
                                   ==========                  ==========
Corporate and other expenses                     (4,776)                     (6,666)
                                               ---------                   ---------
   Operating profit                              30,974                      42,168
Interest and financing expenses                  (1,069)                     (1,767)
Other income, net                                 1,582                         973
                                               ---------                   ---------
Income before income taxes                     $ 31,487                    $ 41,374
                                               =========                   =========
</TABLE>




<PAGE>Page 11


I
TEM 2. Management's Discussion and Analysis of Results of Operations and
        ------------------------------------------------------------------
        Financial Condition, Additional Information and Recent Developments
        -------------------------------------------------------------------

The following is  management's  discussion  and analysis of certain  significant
factors   affecting  the  results  of   operations   of  Albemarle   Corporation
("Albemarle" or "the Company")  during the periods  included in the accompanying
consolidated  statements  of  income  and  changes  in the  Company's  financial
condition since December 31, 2000.

Some of the  information  presented in the following  discussion  may constitute
forward-looking comments within the meaning of the Private Securities Litigation
Reform Act of 1995.  Although the Company believes its expectations are based on
reasonable  assumptions  within the bounds of its  knowledge of its business and
operations,  there can be no  assurance  that  actual  results  will not  differ
materially  from its  expectations.  Factors that could cause actual  results to
differ  from  expectations  include,  without  limitation,  the timing of orders
received from customers, the gain or loss of significant customers,  competition
from other  manufacturers,  changes in the  demand for the  Company's  products,
increases  in the  cost of the  products,  changes  in the  market  in  general,
fluctuations  in foreign  currencies  and  significant  changes  in new  product
introduction  resulting in an increase in capital project requests and approvals
leading to additional capital spending.


Results of Operations
---------------------
First Quarter 2001 Compared with First Quarter 2000
---------------------------------------------------

Net sales for first quarter 2001 amounted to $224.4 million,  down 4.7% or $11.1
million from first  quarter 2000 net sales of $235.5  million  primarily  due to
lower shipments and prices in the Company's zeolites  business,  lower shipments
of catalysts and additives and the effects of foreign exchange offset,  in part,
by higher shipments in flame retardants, primarily acquisition products.

The  gross  profit  margin  decreased  to  26.5%  in  2001  from  31.7%  for the
corresponding period in 2000. First-quarter 2001 operating profit was down 26.6%
or $11.2  million from 2000  primarily  due to lower  shipments  and lower sales
pricing in surface  actives  (zeolites),  higher overall raw material and energy
costs,  the impact of business  interruptions at our plants and those of certain
of our  customers,  net of  accrued  insurance  recoveries  and the  unfavorable
effects  of  foreign  exchange   (approximately  $3.3  million).  The  Company's
operating  results also reflect the benefit of aggressive cost reduction efforts
in first quarter 2001 versus first quarter 2000.

Selling,  general and  administrative  expenses  and  research  and  development
expenses,  decreased  12.2% or $3.9 million in the first  quarter of 2001 versus
first quarter 2000 due to aggressive cost reduction efforts.  As a percentage of
net sales, selling, general and administrative expenses,  including research and
development expenses, were 12.7% in 2001 versus 13.8% in the 2000 quarter.





<PAGE>Page 12

Operating Segments
------------------
Net sales by reportable business operating segment for the first quarter periods
ended March 31, 2001 and 2000 are as follows:


<TABLE>
<CAPTION>
                                               Net Sales
                                               ---------
                                          2001           2000
                                          ----           ----
<S>                                    <C>            <C>
        Polymer Chemicals              $ 120,956      $ 128,213
        Fine Chemicals                   103,454        107,267
                                       ----------     ----------
           Segment totals              $ 224,410      $ 235,480
                                       ==========     ==========

</TABLE>


Polymer  Chemicals'  net sales for first  quarter  2001  decreased  5.6% or $7.3
million from first quarter 2000  primarily  due to lower  shipments in catalysts
and additives  ($9.0  million)  offset,  in part,  by higher  shipments in flame
retardants ($2.1 million),  primarily acquisition products.  Fine Chemicals' net
sales for first quarter 2001  decreased  3.5% or $3.8 million from first quarter
2000 primarily due to lower shipments and unfavorable pricing in surface actives
(zeolites)  partially  offset by higher  shipments in oilfield  chemicals  ($3.0
million).

Operating profit by reportable  business operating segment for the first quarter
periods ended March 31, 2001, and 2000 are as follows:


<TABLE>
<CAPTION>
                                            Operating Profit
                                            ----------------
                                          2001           2000
                                          ----           ----
<S>                                    <C>            <C>
        Polymer Chemicals              $  20,858      $  26,928
        Fine Chemicals                    14,892         21,906
                                       ----------     ----------
        Segment totals                    35,750         48,834
        Corporate and other expenses      (4,776)        (6,666)
                                       ----------     ----------
        Operating profit               $  30,974      $  42,168
                                       ==========     ==========

</TABLE>


Polymer Chemicals' first quarter 2001 segment operating profit was down 22.5% or
$6.1 million from first  quarter 2000  primarily  due to decreased  shipments in
catalysts  and  additives,  higher  overall raw material and energy  costs,  the
impact of  business  interruptions  at our  plants  and those of  certain of our
customers,  net of accrued insurance  recoveries and the unfavorable  effects of
foreign  exchange  in  first  quarter  2001  versus  first  quarter  2000.  Fine
Chemicals'  first quarter 2001 segment  operating profit decreased 32.0% or $7.0
million from first quarter 2000 primarily due to lower shipments and lower sales
pricing in surface  actives  (zeolites),  higher overall raw material and energy
costs, and the impact of business  interruptions  at our plants,  net of accrued
insurance  recoveries.  Corporate and other  expenses were down 28.4% percent or
$1.9 million from first quarter 2000 primarily due to aggressive  cost reduction
efforts.


Interest and Financing Expenses
-------------------------------
Interest and financing  expenses for first quarter 2001  decreased  $0.7 million
from  $1.8  million  in  first  quarter  2000  primarily  due to  lower  average
outstanding debt.


Other Income, Net
-----------------
Other income,  net for the first quarter 2001 amounted to $1.6 million,  up $0.6
million from the corresponding period in 2000.




<PAGE>Page 13

Income Taxes
------------
Income taxes for first  quarter  2001 were lower  compared to the same period in
2000 due to lower  income  before  taxes  and the  reversal  of a  deferred  tax
valuation allowance associated with one of the Company's foreign subsidiaries in
2001.  The first  quarter 2001  effective  income tax rate was 28.4%,  down from
31.0% in first quarter 2000.



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

Cash and cash equivalents at March 31, 2001, were $14.6 million,  representing a
decrease of $4.7 million from $19.3 million at year-end 2000.

Cash flows  provided from  operating  activities of $31.4  million,  net of $8.8
million  working capital  increase,  for the first three months of 2001 together
with $4.7  million  of  existing  cash and cash  equivalents  were used to cover
capital expenditures, repayment of debt, additional investments in the Company's
joint ventures and payment of dividends.

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.

The change in the Company's  accumulated other comprehensive  (loss) income from
December 31, 2000,  was primarily due to foreign  currency  adjustments,  net of
related  deferred  taxes,  primarily  related to the  strengthening  of the U.S.
Dollar versus the Euro and the Japanese yen.

The noncurrent portion of the Company's long-term debt amounted to $87.4 million
at March 31, 2001,  compared to $97.7 million at the end of 2000.  The Company's
long-term  debt,  including  the  current  portion,  as a  percentage  of  total
capitalization amounted to 13.4% at March 31, 2001.

The Company's capital expenditures in the first three months of 2001 were higher
than the same period of 2000. For the year capital  expenditures  are forecasted
to be higher than the 2000 level.  Capital  spending will be financed  primarily
with cash flow from  operations  with  additional  cash,  if any,  provided from
additional debt. The amount and timing of any additional  borrowings 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  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 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.




<PAGE>Page 14

Additional Information
----------------------

Outlook

In our Polymer  Chemicals  businesses,  we are experiencing some pressure in our
large volume flame  retardant  sales in the second quarter versus first quarter,
primarily as a result of continued inventory  adjustments due to the slowdown in
the electronics  market.  Thus far in 2001,  pricing has been maintained in this
difficult  environment.  In catalysts and additives,  our base catalysts  should
improve as the situation that caused business  interruptions at one of our major
customers  appears to have been  corrected.  In  addition,  ethylene  prices are
beginning  to  fall  and we  are  hopeful  that  we  will  see a  pickup  in the
polyolefins  demand  sometime  during the second quarter or thereafter that will
drive growth in these businesses.  

In Fine  Chemicals,  our  pharmachemicals  sales continue to outpace our current
production capability.  Our inventory is low; however, we are continuing to meet
our customers'  needs and market our products  internationally.  The Company has
just announced a  thirty-percent  expansion of our ibuprofen  plant that will be
completed  in  stages  over the next 12 to 18  months.  Agrichemicals  sales are
expected to decline  slightly  in the second  quarter as is  typically  the case
after seasonally strong fourth and first quarters. In performance chemicals,  we
have cost  reduction  efforts  focused in all areas and are  continuing  to seek
growth  opportunities  in oil field and water treatment  products to help offset
weakness in other areas of our business.

We expect to see  higher  energy  cost  comparisons  most of the year.  External
sources  suggest that natural gas prices will likely continue in the $4-6 dollar
range per million BTUs subject to weather related influences. At these levels, a
$9-10 million  increase  after cost  pass-throughs  is expected  over 2000.  Raw
materials were a significant  cost issue for us in 2000,  primarily the ethylene
chain.  Energy will likely  become the major cost driver in 2001,  with ethylene
prices being significantly  influenced by the price of natural gas.  Bisphenol-A
and other raw materials are a cost concern to us today and will likely  continue
to be so in the near term.

In summary,  we expect 2001 to be a good year for  Albemarle and are hopeful the
results  will be ahead of 2000.  We are seeing  market  slowdowns in some of our
business areas along with  continuing  cost pressures from higher energy and raw
material  costs  compared to 2000 levels.  We are hopeful that  earnings for the
second  quarter will be at comparable  levels with fourth quarter 2000 and first
quarter  2001 and that end market  demand will pick up in the second half of the
year.

Additional  information  regarding  the  Company,  its  products,   markets  and
financial   performance  is  provided  at  the  Company's   Internet  web  site,
www.Albemarle.com.


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


On April 27,  2001,  the Company  announced  that it had signed an  agreement in
principle to  purchase,  for  approximately  $44  million,  Martinswerk  GmbH, a
specialty chemicals company, including manufacturing facilities and headquarters
in Bergheim,  Germany and  Martinswerk's 50% stake in Magnifin Magnesia Produkte
GmbH.  Martinswerk  had  annual  sales in 2000 of about  $100  million  in three
businesses.  The  majority  came from  mineral-based  flame  retardants  for the
plastics and rubber  markets.  In  addition,  the company  produces  brightening
pigments for high-quality  paper  applications and specialty aluminum oxides for
polishing,  catalyst and niche ceramic applications.  Magnifin at its facilities
at  St.Jakobs/Breitenau,  Austria produces high-purity magnesium hydroxide flame
retardant   products   used  in   applications   requiring   higher   processing
temperatures.

The  purchase,  which is subject  to  regulatory  approval,  is  expected  to be
completed May 31, 2001.



<PAGE>Page 15


I
TEM 3. Quantitative and Qualitative Disclosures About Market Risk
        ----------------------------------------------------------
There have been no  significant  changes in our interest  rate risk,  marketable
security price risk or raw material price risk from the information provided in
our Form 10-K for the year ended December 31, 2000.




Part II - OTHER INFORMATION
---------------------------


ITEM 3. Legal Proceedings
        -----------------

The  Company  and its  subsidiaries  are  involved  from  time to time in  legal
proceedings   of  types   regarded  as  common  in  the  Company's   businesses,
particularly  administrative or judicial  proceedings  seeking remediation under
environmental laws, such as Superfund, and products liability litigation.

While it is not possible to predict or determine the outcome of the  proceedings
presently pending, in the Company's opinion they should not result ultimately in
liabilities  likely  to have a  material  adverse  effect  upon the  results  of
operations  or  financial  condition  of the Company and its  subsidiaries  on a
consolidated basis.


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

At the annual meeting of shareholders  held on March 28, 2001, the  shareholders
elected the  directors  nominated  in the Proxy with the  following  affirmative
votes and votes withheld:

Director                     Affirmative Votes        Votes Withheld
----------------------       -----------------        --------------
Craig R. Andersson              42,208,503              3,625,691
Floyd D. Gottwald, Jr           42,141,660              3,692,534
John D. Gottwald                42,068,560              3,765,634
William M. Gottwald             42,072,568              3,761,626
Seymour S. Preston III          42,209,424              3,624,770
Mark C. Rohr                    42,162,100              3,672,094
Charles E. Stewart              42,094,634              3,739,560
Charles B. Walker               42,151,937              3,682,257
Anne M. Whittemore              42,100,345              3,733,849

The shareholders  also approved the selection of  PricewaterhouseCoopers  LLP as
the Company's auditors with 43,051,979 affirmative votes, 264,482 negative votes
and 2,517,733 abstentions.



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

        (a) Exhibits

            The following documents are filed as exhibits to this Form 10-Q
            pursuant to Item 601 of Regulation S-K:

            3(ii). By-Laws as amended effective March 28, 2001 (filed herewith)

            99.    List of Albemarle Corporation Officers (filed herewith)

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





<PAGE>Page 16


                                   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: April 27, 2001                By: s/ Robert G. Kirchhoefer
                                       ---------------------------
                                       Robert G. Kirchhoefer
                                       Treasurer and Chief Accounting Officer
                                       (Principal Accounting Officer)













<PAGE>Page 1


EXHIBIT 3(ii)
-------------

                              ALBEMARLE CORPORATION
                              ---------------------
                                     BY-LAWS
                                     -------
                                    ARTICLE I
                                    ---------

                             Meeting of Shareholders
                             -----------------------

     Section 1. Places of Meetings.  All meetings of the  shareholders  shall be
held at such place,  either within or without the  Commonwealth of Virginia,  as
may, from time to time, be fixed by the Board of Directors.
         
     Section 2. Annual Meetings. The annual meeting of the shareholders, for the
election of directors and  transaction of such other business as may come before
the meeting,  shall be held each year at 11:00 a.m. EST on the fourth  Wednesday
in  March or at such  other  date and  time as the  Board  of  Directors  of the
Corporation may designate from time to time.
        
     Section 3.  Special  Meetings.  Special  meetings of  shareholders  for any
purpose or purposes  may be called at any time by the Chief  Executive  Officer,
the  Chairman  of the Board or by a  majority  of the Board of  Directors.  At a
special  meeting,  no business shall be transacted and no corporate action shall
be taken other than that stated in the notice of the meeting.
         
     Section 4. Notice of Meetings. Except as otherwise required by law or these
By-laws,  written or printed  notice  stating  the place,  day and hour of every
meeting of the shareholders  and, in case of a special  meeting,  the purpose or

purposes for which the meeting is called, shall be mailed not less than ten (10)
nor more than sixty (60)days before the date of the meeting to each  shareholder
of record entitled to vote at such meeting,  at his or her address which appears
in the share  transfer  books of the  Corporation.  Meetings may be held without
notice if all the  shareholders  entitled  to vote at the meeting are present in
person  or by proxy or if notice is  waived  in  writing  by those not  present,
either before or after the meeting.
        
     Section  5.  Quorum.  Except  as  otherwise  required  by the  Articles  of
Incorporation,  any number of shareholders  together holding at least a majority
of the outstanding  shares of capital stock entitled to vote with respect to the
business  to be  transacted,  who shall be present in person or  represented  by
proxy at any meeting duly called,  shall constitute a quorum for the transaction
of business.  If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the shareholders present or represented by proxy without notice
other than by announcement at the meeting.
         
     Section 6. Voting. At any meeting of the shareholders each shareholder of a
class  entitled to vote on the matters  coming before the meeting shall have one
vote, in person or by proxy,  for each share of capital stock standing in his or
her name on the books of the  Corporation  at the time of such meeting or on any
date fixed by the Board of  Directors  not more than  seventy (70) days prior to
the meeting.


<PAGE>Page 2
         
     Section 7. Voting  List.  The officer or agent  having  charge of the stock
transfer books for shares of the Corporation  shall make, at least ten (10) days
before  each  meeting  of  shareholders,  a  complete  list of the  shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each.  Such list, for a period of ten (10) days
prior to such  meeting,  shall be kept on file at the  registered  office of the
Corporation  or at its  principal  place of  business  or at the  office  of its
transfer  agent  or  registrar  and  shall  be  subject  to  inspection  by  any
shareholder  at any time during usual  business  hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder  during the whole time of the meeting.  The
original  stock  transfer  books shall be prima facie evidence as to who are the
shareholders  entitled to examine such list or transfer  books or to vote at any
meeting of  shareholders.  If the  requirements  of this  section  have not been
substantially complied with, the meeting shall, on the demand of any shareholder
in person or by proxy, be adjourned until the requirements are complied with.
      
     Section 8. Shareholder Proposals. 
     (a) Annual  Meetings  of  Shareholders.  
     (i)  Nominations  of persons for  election to the Board of Directors of the
Corporation  and the proposal of business to be considered  by the  shareholders
may be made at an  annual  meeting  of  shareholders  only (A)  pursuant  to the
Corporation's  notice of meeting (or any supplement  thereto),  (B) by or at the
direction of the Board of Directors or (C) by any shareholder of the Corporation
who was a shareholder  of record of the  Corporation  who is entitled to vote at
the meeting at the time the notice  provided for in this section is delivered to
the Secretary of the Corporation and who complies with the notice procedures set
forth in this section.
     (ii) For  nominations  or other  business to be properly  brought before an
annual meeting by a shareholder  pursuant to clause (C) of  paragraph (a)(i)  of
this section,  the shareholder  must have given timely notice thereof in writing
to the Secretary of the  Corporation  and any such proposed  business other than
the  nominations  of  persons  for  election  to the  Board  of  Directors  must
constitute a proper matter for shareholder action. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive offices of
the  Corporation  not later than the close of business on the  ninetieth day nor
earlier than the close of business on the one hundred twentieth day prior to the
first  anniversary of the preceding  year's annual meeting  (provided,  however,
that in the event that the date of the annual  meeting is more than  thirty days
before or more than  seventy  days after such  anniversary  date,  notice by the
shareholder  must be so delivered  not earlier than the close of business on the
one hundred  twentieth  day prior to such annual  meeting and not later than the
close of business on the later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public  announcement  of the date of
such  meeting is first made by the  Corporation).  In no event  shall the public
announcement of an adjournment or  postponement of an annual meeting  commence a
new time period (or extend any time  period)  for the giving of a  shareholder's
notice as described above. Such shareholder's  notice shall set forth: (A) as to
each person whom the shareholder proposes to nominate for election as a director
all  information  relating to such person  that is required to be  disclosed  in
solicitations of proxies for election of directors in an election contest, or is
otherwise required in each case pursuant to Regulation 14A  under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and such person's written
consent to being  named in the proxy  statement  as a nominee  and to serving as
such a director if  elected);(B)  as to any other business that the  shareholder
proposes  to bring  before the  meeting,  a brief  description  of the  business
desired to be brought  before the meeting,  the text of the proposal or business
(including the text of any  resolutions  proposed for  consideration  and in the
event  that such  business  includes  a  proposal  to amend the  By-laws  of the
Corporation, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material  interest in such business of such
shareholder  and for the beneficial  owner, if any, on whose behalf the proposal
is made;  and (C) as to the  shareholder  giving the  notice and the  beneficial


<PAGE>Page 3

owner,  if any, on whose behalf the  nomination or proposal is made (1) the name
and address of such shareholder,  as they appear on the Corporation's books, and
of such beneficial owner, (2) the class and number of shares of capital stock of
the Corporation  that are owned  beneficially  and of record by such shareholder
and such beneficial owner, (3) a representation that the shareholder is a holder
of record  of stock of the  Corporation  entitled  to vote at such  meeting  and
intends to appear in person or by proxy at the meeting to propose such  business
or  nomination,  and  (4)  a  representation  whether  the  shareholder  or  the
beneficial  owner,  if any,  intends or is part of a group that  intends  (a) to
deliver  a proxy  statement  and/or  form of proxy to  holders  of at least  the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (b) otherwise to solicit  proxies
from  shareholders  in support of such  proposal or  nomination.  The  foregoing
notice   requirements  shall  be  deemed  satisfied  by  a  shareholder  if  the
shareholder  has notified the Corporation of his intention to present a proposal
at an annual meeting in compliance  with  Rule 14a-8 (or any successor  thereof)
promulgated  under the  Exchange  Act and such  shareholder's  proposal has been
included  in a proxy  statement  that has been  prepared by the  Corporation  to
solicit  proxies  for such  annual  meeting.  The  Corporation  may  require any
proposed nominee to furnish such other information as it may reasonably  require
to determine the eligibility of such proposed  nominee to serve as a director of
the Corporation.
     (iii) Notwithstanding  anything in the second sentence of paragraph (a)(ii)
of this section to the contrary, in the event that the number of directors to be
elected to the Board of Directors  of the  Corporation  at an annual  meeting is
increased  and there is no public  announcement  by the  Corporation  naming the
nominees for the additional directorships at least one hundred days prior to the
first anniversary of the preceding year's annual meeting, a shareholder's notice
required by this section shall also be considered  timely, but only with respect
to nominees for the  additional  directorships,  if it shall be delivered to the
Secretary at the principal  executive  offices of the Corporation not later than
the close of  business on the tenth day  following  the day on which such public
announcement is first made by the Corporation.
     (b) Special Meetings of Shareholders. Only such business shall be conducted
at a special  meeting  of  shareholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
shareholders at which directors are to be elected pursuant to the  Corporation's
notice  of  meeting  (i) by or at the  direction  of the Board of  Directors  or
(ii) provided that the Board of Directors has determined that directors shall be
elected  at  such  meeting,  by  any  shareholder  of the  Corporation  who is a
shareholder  of record at the time the notice  provided  for in this  section is
delivered to the  Secretary of the  Corporation,  who is entitled to vote at the
meeting and upon such election and who complies with the notice  procedures  set
forth in this section.  In the event the Corporation  calls a special meeting of
shareholders  for the purpose of electing one or more  directors to the Board of
Directors,  any such shareholder  entitled to vote in such election of directors
may  nominate  a person or  persons,  as the case may be, for  election  to such
position(s)  as  specified  in  the  Corporation's  notice  of  meeting,  if the
shareholder's  notice required by paragraph (a)(ii) of this section is delivered
to the  Secretary at the  principal  executive  offices of the  Corporation  not
earlier  than the close of business on the one  hundred  twentieth  day prior to
such special  meeting,  and not later than the close of business on the later of
the ninetieth  day prior to such special  meeting or the tenth day following the
day on  which  public  announcement  is first  made of the  date of the  special
meeting and of the nominees  proposed by the Board of Directors to be elected at
such meeting.  In no event shall the public  announcement  of an  adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for giving of a shareholder's notice as described above.

<PAGE>Page 4
     
     (c) General. 
     (i) Only such persons who are nominated in accordance  with the  procedures
set forth in this section  shall be eligible at an annual or special  meeting of
shareholders  of the  Corporation  to serve as directors  and only such business
shall be  conducted  at a meeting of  shareholders  as shall  have been  brought
before the meeting in accordance  with the procedures set forth in this section.
Except as otherwise  provided by law, the Chairman of the meeting shall have the
power and duty (A) to determine whether a nomination or any business proposed to
be  brought  before the  meeting  was made or  proposed,  as the case may be, in
accordance with the procedures set forth in this section  (including whether the
shareholder  or  beneficial  owner,  if any, on whose behalf the  nomination  or
proposal is made solicited (or is part of a group which solicited) or did not so
solicit, as the case may be, proxies in support of such shareholder's nominee or
proposal in compliance  with such  shareholder's  representation  as required by
clause (a)(ii)(C) of this section) and (B) to declare that such nomination shall
be  disregarded  or  that  such  proposed  business  shall  not  be  transacted.
Notwithstanding the foregoing provisions of this section, if the shareholder (or
a designated representative of the shareholder) does not appear at the annual or
special  meeting of  shareholders  of the Corporation to present a nomination or
business,  such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the Corporation.
     (ii) For purposes of this  section,  "public  announcement"  shall  include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
     (iii)   Notwithstanding  the  foregoing   provisions  of  this  section,  a
shareholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  section.  Nothing in this  section  shall be deemed to affect any
rights  (A)  of   shareholders   to  request   inclusion  of  proposals  in  the
Corporation's  proxy statement  pursuant to Rule 14a-8 under the Exchange Act or
(B) of the holders of any series of preferred stock to elect directors  pursuant
to any applicable provisions of the articles of incorporation.
         
     Section 9. Inspectors.  An appropriate number of inspectors for any meeting
of shareholders  shall be appointed by the Chairman of such meeting.  Inspectors
so  appointed  will open and close the polls,  will  receive  and take charge of
proxies and ballots,  and will decide all questions as to the  qualifications of
voters, validity of proxies and ballots, and the number of votes properly cast.


<PAGE>Page 5

                                   ARTICLE II
                                   ----------

                                    Directors
                                    ---------

     Section 1.  General  Powers.  The  property,  affairs  and  business of the
Corporation shall be managed under the direction of the Board of Directors,  and
except as otherwise  expressly provided by law, the Articles of Incorporation or
these  By-laws,  all of the  powers of the  Corporation  shall be vested in such
Board.

     Section 2. Number of Directors. The Board of Directors shall be nine (9) in
number.  By amendment of these Bylaws the Board of Directors or the shareholders
may increase or decrease the number of directors;  provided,  however,  that the
Board of Directors  may not increase or decrease the number of directors by more
than thirty percent of the number of directors last elected by the shareholders.

     Section 3. Election of Directors.  
     (a)  Directors  shall  be  elected  each  year  at the  annual  meeting  of
shareholders.  
     (b) Directors shall hold their offices until the next annual meeting of the
shareholders and until their successors are elected. Any director may be removed
from office as set forth in the Articles of Incorporation.  
     (c) Any vacancy  occurring in the Board of  Directors  may be filled by the
affirmative  vote of the majority of the remaining  directors though less than a
quorum of the Board of Directors.
     (d) A majority  of the number of  directors  fixed by these  By-laws  shall
constitute a quorum for the  transaction  of business.  The act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
         
     Section 4. Meetings of Directors.  Meetings of the Board of Directors shall
be held at places  within or without the  Commonwealth  of Virginia and at times
fixed by resolution of the Board or upon call of the Chief Executive  Officer or
the  Chairman  of the  Board,  and  the  Secretary  or  officer  performing  the
Secretary's  duties shall give not less than  twenty-four  (24) hours notice by
letter,  telegraph or telephone (or in person) of all meetings of the directors,
provided  that  notice need not be given of regular  meetings  held at times and
places  fixed by  resolution  of the  Board.  An annual  meeting of the Board of
Directors  shall be held as soon as  practicable  after the  adjournment  of the
annual meeting of shareholders.  Meetings may be held at any time without notice
if all of the  Directors  are present,  or if those not present  waive notice in
writing  either  before or after  the  meeting.  Directors  may be  allowed,  by
resolution  of the Board,  a  reasonable  fee and  expenses  for  attendance  at
meetings.




<PAGE>Page 6
                                   ARTICLE III
                                   -----------
                                   
                                   Committees
                                   ----------

     Section 1. Executive Committee.  The Board of Directors shall, by vote of a
majority  of the  number  of  Directors  fixed by these  By-laws,  designate  an
Executive  Committee.  The members of the Executive  Committee shall serve until
their  successors  are  designated by the Board of  Directors,  until removed or
until the  Executive  Committee  is  dissolved  by the Board of  Directors.  All
vacancies  which may  occur in the  Executive  Committee  shall be filled by the
Board of Directors.
     When the Board of  Directors  is not in session,  the  Executive  Committee
shall have all power  vested in the Board of  Directors  by law, the Articles of
Incorporation  or these  By-laws,  except as otherwise  provided in the Virginia
Stock Corporation Act. The Executive  Committee shall report at the next regular
or special  meeting of the Board of  Directors  all action  which the  Executive
Committee  may have  taken on  behalf of the Board  since  the last  regular  or
special meeting of the Board of Directors.
     Meetings  of the  Executive  Committee  shall be held at such places and at
such  times  fixed by  resolution  of the  Committee,  or upon call of the Chief
Executive  Officer,  the Chairman of the Board or the Chairman of the  Executive
Committee.  Not less than twelve (12)  hours  notice  shall be given by letter,
telegraph  or  telephone  (or in  person)  of  all  meetings  of  the  Executive
Committee,  provided  that notice need not be given of regular  meetings held at
times and places fixed by  resolution  of the Committee and that meetings may be
held at any time  without  notice if all of the  members  of the  Committee  are
present or if those not present  waive notice in writing  either before or after
the meeting.  A majority of the members of the Executive  Committee then serving
shall constitute a quorum for the transaction of business at any meeting.

     Section 2. Executive Compensation Committee. The Board of Directors, at its
regular annual  meeting,  shall  designate an Executive  Compensation  Committee
which shall  consist of three or more  Directors  who shall not be eligible  for
bonus, stock option or stock appreciation rights. In addition,  the Board at any
time may designate one or more alternate  members of such Committee who shall be
Directors not eligible for bonus, stock option or stock appreciation  rights who
may act in place of any absent regular member upon invitation by the Chairman or
Secretary of the Committee.
     With respect to bonuses,  the Executive  Compensation  Committee shall have
and may exercise  the powers to determine  the amounts  annually  available  for
bonuses  pursuant  to any  bonus  plan or  formula  approved  by the  Board,  to
determine,  after receiving the  recommendations  of the Chief Executive Officer
and other  members of  management,  bonus  awards to  executive  officers and to
exercise such further powers with respect to bonuses as may from time to time be
conferred by the Board of Directors.
     With respect to  salaries,  the  Executive  Compensation  Committee,  after
receiving the  recommendations  of the Chief Executive Officer and other members
of  management,  shall have and may exercise the power to fix and determine from
time to time all salaries of the executive officers of the Corporation, and such
further powers with respect to salaries as may from time to time be conferred by
the Board of Directors.
     The Executive  Compensation  Committee shall  administer the  Corporation's
Incentive  Stock  Option  Plan (the  "Plan")  and from  time to time may  grant,
consistent  with the Plan,  stock  options  and stock  appreciation  rights  and
authorize the granting of restricted stock awards.
     Vacancies in the Executive  Compensation  Committee  shall be filled by the
Board of Directors,  and members shall be subject to removal by the Board at any
time.
     The Executive  Compensation Committee shall fix its own rules of procedure.
A majority of the number of regular  members  then  serving  shall  constitute a
quorum;  and regular and alternate members present shall be counted to determine
whether  there is a quorum.  The  Executive  Compensation  Committee  shall keep
minutes of its  meetings,  and all action  taken by it shall be  reported to the
Board of Directors.

<PAGE>Page 7
     Section 3. Audit  Committee.  The Board of Directors at its regular  annual
meeting shall  designate an Audit Committee which shall consist of three or more
Directors  whose  membership on the Committee  shall meet the  requirements  set
forth in the rules of the New York Stock Exchange, as amended from time to time.
     The  primary  function  of the  Committee  shall be to assist  the Board of
Directors  in  fulfilling  its  oversight   responsibilities  by  reviewing  and
overseeing (i) the financial reports and other financial information provided by
the Corporation to any governmental  body or the public,  (ii) the Corporation's
system  of  internal   controls   regarding  finance  and  accounting  that  the
Corporation's management and the Board have established,  (iii) the independence
of the  Corporation's  outside auditors and the performance of the Corporation's
internal and outside auditors and (iv) the  Corporation's  auditing,  accounting
and financial  reporting  processes  generally.  The Committee  shall review the
reports and minutes of any audit committees of the  Corporation's  subsidiaries.
The  Committee  shall  review the  Corporation's  financial  reporting  process,
including  accounting  policies and procedures.  The Committee shall examine the
report of the Corporation's outside auditors,  consult with them with respect to
their report and the standards and  procedures  employed by them in their audit,
report to the Board the  results of its study and  recommend  the  selection  of
auditors for each fiscal year.
     Vacancies in the Committee  shall be filled by the Board of Directors  with
Directors  meeting the  requirements  set forth above,  giving  consideration to
continuity  of the  Committee,  and  members  shall be subject to removal by the
Board at any time.
     The  Committee  shall fix its own rules of procedure  and a majority of the
members  serving shall  constitute a quorum.  The Committee  shall meet at least
twice a year with both the Corporation's  internal and outside auditors present.
The  Committee  shall keep  minutes of all of its  meetings and all action taken
shall be reported to the Board of Directors.

     Section 4. Nominating  Committee.  The Board of Directors shall designate a
Nominating  Committee  which  shall  consist  of  three or more  Directors.  The
Committee  shall  make  recommendations  to the  Board  regarding  nominees  for
election as Directors by the shareholders at each Annual  Shareholders'  Meeting
and make such other  recommendations  regarding  the Board of  Directors  as the
Committee may deem advisable from time to time. The Committee  shall fix its own
rules of  procedure  and a majority of the members  serving  shall  constitute a
quorum.

     Section  5.  Other  Committees  of the Board.  The Board of  Directors,  by
resolution duly adopted,  may establish such other committees of the Board as it
may deem advisable and the members, terms and authority of such committees shall
be as set forth in the resolutions establishing the same.


<PAGE>Page 8

                                   ARTICLE IV
                                   ----------

                                    Officers
                                    --------

     Section 1. Election. The officers of the Corporation may consist of a Chief
Executive  Officer,  a Chairman of the Board,  a Vice  Chairman of the Board,  a
President,  one or  more  Vice  Presidents  (any  one or  more  of  whom  may be
designated as Executive Vice Presidents or Senior Vice Presidents),  a Secretary
and a Treasurer.  In addition,  such other officers as are provided in Section 3
of this Article may from time to time be elected by the Board of Directors.  All
officers  shall  hold  office  until  the next  annual  meeting  of the Board of
Directors or until their  successors are elected.  The Chairman of the Board and
the Vice Chairman of the Board shall be chosen from among the Directors. Any two
officers  may be  combined  in the same  person  as the Board of  Directors  may
determine.

     Section 2. Removal of Officers;  Vacancies.  Any officer of the Corporation
may be removed  summarily  with or without  cause,  at any time by a  resolution
passed  at any  meeting  by  affirmative  vote of a  majority  of the  number of
Directors fixed by these By-laws.  Vacancies may be filled at any meeting of the
Board of Directors.

     Section 3. Other Officers.  Other officers may from time to time be elected
by the Board, including,  without limitation,  one or more Assistant Secretaries
and Assistant Treasurers.

     Section 4. Duties.  The officers of the Corporation  shall have such duties
as generally pertain to their offices,  respectively, as well as such powers and
duties as are  hereinafter  provided and as from time to time shall be conferred
by the Board of  Directors.  The Board of  Directors  may require any officer to
give such bond for the faithful  performance  of his duties as the Board may see
fit.

     Section  5.  Duties of the Chief  Executive  Officer.  The Chief  Executive
Officer shall be  responsible  for the execution of the policies of the Board of
Directors and shall have  supervision  over the business of the  Corporation and
its several officers, subject to the authority of the Board of Directors. In the
incapacity  or absence  of the  President,  the Chief  Executive  Officer  shall
perform the duties and have the authority of the President.  The Chief Executive
Officer may sign and execute in the name of the  Corporation  deeds,  mortgages,
bonds, contracts or other instruments, except in cases where the signing and the
execution  thereof shall be expressly  delegated by the Board of Directors or by
these  By-laws to some other  officer  or agent of the  Corporation  or shall be
required  by law  otherwise  to be signed or  executed.  In  addition,  he shall
perform  all duties  incident to the office of the Chief  Executive  Officer and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

     Section 6.  Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of  shareholders,  the Board of Directors and, unless there is a
Chairman of the Executive Committee, the Executive Committee.
     The  Chairman  of the  Board  may  sign  and  execute  in the  name  of the
Corporation deeds, mortgages,  bonds, contracts or other instruments,  except in
cases where the signing and the execution  thereof shall be expressly  delegated
by the Board of Directors or by these  By-laws to some other officer or agent of
the  Corporation or shall be required by law otherwise to be signed or executed.
In addition,  he shall perform all duties incident to the office of the Chairman
of the Board and such other  duties as from time to time may be  assigned to him
by the Board of Directors.

<PAGE>Page 9

     Section 7. Duties of the Vice  Chairman of the Board.  The Vice Chairman of
the Board shall  perform all duties  incident to the office of the Vice Chairman
of the Board and shall  have such  other  powers  and duties as may from time to
time be assigned to him by the Board of Directors,  the Chief Executive  Officer
or the  Chairman  of the  Board.  The Vice  Chairman  of the  Board may sign and
execute in the name of the Corporation deeds,  mortgages,  bonds,  contracts and
other instruments, except in cases where the signing and execution thereof shall
be expressly  delegated  by the Board of  Directors or by these  By-laws to some
other officer or agent of the  Corporation or shall be required by law otherwise
to be signed or executed.

     Section  8.  Duties  of the  President.  The  President  shall be the Chief
Operating Officer of the Corporation and shall have direct  supervision over the
business of the Corporation  subject to the authority of the Board of Directors,
the Chief  Executive  Officer and the Chairman of the Board.  The  President may
sign  and  execute  in the  name of the  Corporation  deeds,  mortgages,  bonds,
contracts  or other  instruments,  except  in cases  where the  signing  and the
execution  thereof shall be expressly  delegated by the Board of Directors or by
these  By-laws to some other  officer  or agent of the  Corporation  or shall be
required  by law  otherwise  to be signed or  executed.  In  addition,  he shall
perform all duties incident to the office of the President and such other duties
as from time to time may be assigned to him.

     Section  9.  Duties  of the Vice  Presidents.  Each Vice  President  of the
Corporation  (including any Executive Vice President and Senior Vice  President)
shall have powers and duties that are  customary  for that office and such other
powers  and  duties  as may  from  time to time be  assigned  to him.  Any  Vice
President of the Corporation may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts and other instruments,  except in cases where
the signing and execution  thereof shall be expressly  delegated by the Board of
Directors or by these By-laws to some other officer or agent of the  Corporation
or shall be required by law otherwise to be signed or executed.
         
     Section 10. Duties of the  Treasurer.  The Treasurer  shall have charge and
custody of and be responsible  for all funds and securities of the  Corporation,
and shall cause all such funds and  securities to be deposited in such banks and
depositories  as the Board of Directors  from time to time may direct.  He shall
maintain  adequate   accounts  and  records  of  all  assets,   liabilities  and
transactions of the Corporation in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any of the Directors of the
Corporation  at any time upon  request at the office of the  Corporation;  shall
render such statements of his accounts and records and such other  statements to
the Board of  Directors  and  officers as often and in such manner as they shall
require; and shall make and file (or supervise the making and filing of) all tax
returns  required by law. He shall in general perform all duties incident to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him.

<PAGE>Page 10

     Section 11. Duties of the Secretary.  The Secretary  shall act as secretary
of  all  meetings  of  the  Board  of  Directors  and  the  shareholders  of the
Corporation,  and shall keep the minutes  thereof in the proper book or books to
be provided for that purpose. He shall see that all notices required to be given
by the Corporation are duly given and served;  shall have custody of the seal of
the  Corporation  and  shall  affix  the seal or cause it to be  affixed  to all
certificates  for stock of the Corporation and to all documents the execution of
which on behalf of the  Corporation  under its corporate seal is duly authorized
in accordance  with the provisions of these  By-laws;  shall have custody of all
deeds,  leases,  contracts and other important corporate  documents;  shall have
charge of the books,  records  and  papers of the  Corporation  relating  to its
organization  and  management  as a  Corporation;  shall  see that the  reports,
statements and other documents required by law (except tax returns) are properly
filed;  and shall, in general,  perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him.

     Section 12. Other Duties of Officers.  Any officer of the Corporation shall
have, in addition to the duties  prescribed  herein or by law, such other duties
as from time to time shall be prescribed.


<PAGE>Page 11
                                                       
                                   ARTICLE V
                                   ---------

                                  Capital Stock
                                  -------------

     Section 1.  Certificates.  The shares of capital  stock of the  Corporation
shall be evidenced by certificates in forms prescribed by the Board of Directors
and executed by the Chief Executive  Officer or the Chairman of the Board and by
the  Secretary or an Assistant  Secretary  and stating  thereon the  information
required by law.  Transfer  agents and/or  registrars for one or more classes of
the stock of the  Corporation may be appointed by the Board of Directors and may
be  required to  countersign  certificates  representing  stock of such class or
classes.  In the event that any officer  whose  signature or  facsimile  thereof
shall have been used on a stock  certificate shall for any reason cease to be an
officer  of the  Corporation  and such  certificate  shall  not then  have  been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate  and it may then be issued and  delivered  as though such person had
not ceased to be an officer of the Corporation.
         
     Section 2. Lost, Destroyed and Mutilated Certificates. Holders of the stock
of the  Corporation  shall  immediately  notify  the  Corporation  of any  loss,
destruction  or  mutilation  of the  certificate  therefor,  and  the  Board  of
Directors may, in its  discretion,  cause one or more new  certificates  for the
same number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated  certificate or upon satisfactory  proof of such loss
or destruction,  and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
         
     Section  3.  Transfer  of  Stock.  The  stock of the  Corporation  shall be
transferable  or assignable  only on the books of the Corporation by the holders
in person or by attorney on  surrender of the  certificate  for such shares duly
endorsed and, if sought to be transferred by attorney,  accompanied by a written
power of attorney to have the same  transferred on the books of the Corporation.
The Corporation  will recognize the exclusive right of the person  registered on
its books as the owner of shares to receive dividends and to vote as such owner.

     Section 4. Fixing Record Date. For the purpose of determining  shareholders
entitled  to  notice of or to vote at any  meeting  of the  shareholders  or any
adjournment  thereof,  or entitled to receive  payment for any  dividend,  or in
order to make a determination of shareholders for any other proper purpose,  the
Board of  Directors  may fix in advance a date as the  record  date for any such
determination of shareholders, such date in any case to be not more than seventy
(70)  days  prior to the date on which the  particular  action,  requiring  such
determination  of  shareholders,  is to be taken. If no record date is fixed for
the determination of shareholders  entitled to notice of or to vote at a meeting
of shareholders,  or shareholders entitled to receive payment of a dividend, the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
Except as  otherwise  required  by law,  when a  determination  of  shareholders
entitled  to vote at any  meeting of  shareholders  has been made as provided in
this section such determination shall apply to any adjournment thereof.


<PAGE>Page 12

                                   ARTICLE VI
                                   ----------
 
                            Miscellaneous Provisions
                            ------------------------

     Section 1. Seal. The seal of the  Corporation  shall consist of a flat-face
circular die, of which there may be any number of  counterparts,  on which there
shall be engraved in the center the words "Albemarle Corporation."

     Section 2. Fiscal  Year.  The fiscal year of the  Corporation  shall end on
December 31st of each year.

     Section 3. Books and  Records.  The  Corporation  shall  keep  correct  and
complete books and records of account and shall keep minutes of the  proceedings
of its  shareholders  and Board of Directors;  and shall keep at its  registered
office or principal place of business, or at the office of its transfer agent or
registrar a record of its  shareholders,  giving the names and  addresses of all
shareholders, and the number, class and series of the shares being held.

     Section 4. Checks, Notes and Drafts. Checks, notes, drafts and other orders
for the  payment  of money  shall be  signed  by such  persons  as the  Board of
Directors  from  time to time may  authorize.  When the  Board of  Directors  so
authorizes, however, the signature of any such person may be a facsimile.

     Section 5. Amendment of By-laws. These By-laws may be amended or altered at
any  meeting of the Board of  Directors.  The  shareholders  entitled to vote in
respect of the election of directors,  however, shall have the power to rescind,
alter,  amend or repeal any By-laws and to enact By-laws which,  if expressly so
provided, may not be amended, altered or repealed by the Board of Directors.

     Section 6. Voting of Stock Held. The Chief Executive Officer,  the Chairman
of the Board or such other officer or officers as may be designated by the Board
of  Directors  or the  Executive  Committee  shall from time to time  appoint an
attorney or attorneys or agent or agents of this Corporation, in the name and on
behalf of this  Corporation,  to cast the vote  which  this  Corporation  may be
entitled to cast as a shareholder or otherwise in any other  corporation  any of
whose stock or securities  may be held in this  Corporation,  at meetings of the
holders  of the  stock or other  securities  of such  other  corporation,  or to
consent in writing  to any  action by any of such other  corporation,  and shall
instruct  the person or persons so  appointed  as to the manner of casting  such
votes or giving  such  consent and may execute or cause to be executed on behalf
of this  Corporation  and under its corporate  seal or  otherwise,  such written
proxies, consents, waivers or other instruments as may be necessary or proper in
the premises; or, in lieu of such appointment,  the Chief Executive Officer, the
Chairman of the Board or any such  designated  officer or officers may attend in
person any  meetings  of the  holders of stock or other  securities  of any such
other  corporation  and  there  vote  or  exercise  any or  all  power  of  this
Corporation  as the  holder  of such  stock or other  securities  of such  other
corporation.

     Section 7. Control Share Acquisition Statute.  Article 14.1 of the Virginia
Stock  Corporation  Act  ("Control  Share  Acquisitions")  shall  not  apply  to
acquisitions of shares of stock of the Corporation.




EXHIBIT 99
----------

                                         List of Albemarle Corporation Officers
                                         --------------------------------------

Name                              Title
--------------------------------------------------------------------------------
Floyd D. Gottwald, Jr.*           Chief Executive Officer and Chairman 
                                     of the Executive Committee

William M. Gottwald*              Chairman of the Board and Secretary to the 
                                     Executive Committee as Management Committee

Charles B. Walker*                Vice Chairman of the Board and Chief Financial
                                     Officer

Mark C. Rohr                      President and Chief Operating Officer

E. Whitehead Elmore               Executive Vice President, General Counsel 
                                     and Secretary

John G. Dabkowski                 Vice President-Polymer Chemicals

Thomas F. Dominick                Vice President-Development Resources

Dixie E. Goins                    Vice President-Science and Technology

Jack P. Harsh                     Vice President-Human Resources

George A. Newbill                 Vice President-Sourcing Organization

John M. Steitz                    Vice President-Fine Chemicals

Gary L. Ter Haar                  Vice President-Health and Environment

Michael D. Whitlow                Vice President-Americas Sales and Global 
                                     Accounts

Edward G. Woods                   Vice President-Corporate Development

Michael J. Zobrist                Vice President-Investor Relations/External 
                                     Affairs

Robert G. Kirchhoefer             Treasurer and Chief Accounting Officer


*Member of the Executive Committee