UNITED STATES


                             WASHINGTON, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)              June 17, 2003

                              ALBEMARLE CORPORATION
               (Exact Name of Registrant as Specified in Charter)

        Virginia                        1-12658                54-1692118
    ----------------               ----------------         ----------------
(State or Other Jurisdiction         (Commission             (IRS Employer
  of Incorporation)                   File Number)         Identification No.)

330 South Fourth Street, Richmond, Virginia            23219
-------------------------------------------            -----
(Address of Principal Executive Offices)             (Zip Code)

Registrant's telephone number, including area code - (804) 788-6000
Registrant's website address: www.albemarle.com

Former name or former address, if changed since last report - N/A


Item 5  Other Events and Regulation FD Disclosure.

         On June 17, 2003, the Company issued a press release, a copy of which
is attached hereto as Exhibit 99.1.


       99.1           Albemarle Corporation press release dated June 17, 2003.


         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 hereunto authorized.

Date: June 19, 2003                             ALBEMARLE CORPORATION

                                              /s/ ROBERT G. KIRCHHOEFER
                                                 Robert G. Kirchhoefer
                                         Treasurer and Chief Accounting Officer


                                  EXHIBIT INDEX

Exhibit No.

  99.1                 Albemarle Corporation press release dated June 17, 2003.


                                                                Sarah McCoy
                                                                Michael Whitlow

          Albemarle Corporation To Acquire Phosphorus Flame Retardants
                           in Agreement with Rhodia SA

Richmond, Va., June 17, 2003 - Albemarle Corporation (NYSE: ALB) and Rhodia SA
(Paris) have reached an agreement for Albemarle to acquire Rhodia's global
organo-phosphorus and ammonium polyphosphate flame retardants business for
applications in rigid and flexible polyurethane foams. Annual global revenue for
these products is approximately $65 million.

The transaction, which is expected to be completed in the next three to six
weeks, is subject to regulatory approvals.

As part of the transaction, Albemarle will acquire Rhodia's production site in
Avonmouth, United Kingdom. Rhodia also will supply Albemarle with Antiblaze(TM)
flame retardants and intermediates from its plants in Charleston, S.C., and
Oldbury and Widnes in the United Kingdom.

"This acquisition significantly strengthens Albemarle's position in polyurethane
foam applications," said Luc Van Muylem, global business director for flame
retardants at Albemarle. "The Antiblaze flame retardant product portfolio allows
Albemarle to be a significant provider of flame retardants for the polyurethane

foam industry as our customers are developing products to meet the challenges of
safer furniture and other products. It also complements the NcendX(TM)
phosphorus-based flame retardants capability Albemarle has developed for
thermoplastic applications, such as electronic enclosures."

Albemarle has established global leadership positions in bromine-based and
mineral flame retardants. "With the addition of the new phosphorus capabilities,
our offering is unmatched by anyone in the industry. We are combining
versatility of our product and technology portfolio, with excellent geographical
positioning and scale of our production bases, as well as strong global
technical application support capabilities," said Van Muylem.

Albemarle Corporation, headquartered in Richmond, Virginia, is a leading
producer of specialty chemicals for consumer electronics; pharmaceuticals;
agricultural, automotive and industrial products; and construction and packaging
materials. The company's two business segments, Polymer Chemicals and Fine
Chemicals - which includes custom manufacturing services for the life sciences
market - serve customers in more than 80 countries, generating revenue of
approximately $1 billion. To learn more about the Company, go to