<PAGE>1




                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) July 23, 2003
                                                          -------------




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



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


               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



<PAGE>2



Item 9.  Regulation FD Disclosure

On July 23, 2003, the Company issued a press release regarding it earnings for
the second quarter ended June 30, 2003. A copy of this release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 and B.6 of Form 8-K, the information
in this Current Report of Form 8-K, including Exhibit 99.1, shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.


    Exhibit

     99.1           Albemarle Corporation press release dated July 23, 2003.





<PAGE>3



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: July 23, 2003                                     ALBEMARLE CORPORATION


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



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                                                             EXHIBIT INDEX

Exhibit No.

      99.1      Albemarle Corporation press release dated July 23, 2003.








<PAGE>1

                                                            Immediate Release
                                                             Michael Whitlow
                                                             (225) 388-7320
                                                              Sarah  McCoy
                                                             (804) 788-6091

         Richmond, Virginia, July 23, 2003 -- Albemarle Corporation (NYSE:ALB)
reported second-quarter 2003 net income of $22.6 million, or 54 cents per share
on a diluted basis. The earnings include a 16 cents per diluted share benefit
due to the reversal of income tax reserves as the Internal Revenue Service
closed audits related to certain tax years. After an adjustment for this item,
the Company's diluted earnings per share for second-quarter 2003 was 38 cents,
or $16.0 Million. Second-quarter 2002 earnings were $16.9 million, or 40 cents
per diluted share, excluding a favorable Federal income tax settlement of $3.8
million.
         Results for second-quarter 2003 reflect higher net sales, up 6.6
percent versus second-quarter 2002, or $16.8 million, due primarily to the
favorable effects of foreign exchange in Europe and the positive contribution
made by the addition of the fuel and lube additives products that were acquired
in mid-January 2003, offset in part by lower shipments of brominated flame
retardants and certain performance chemicals products. On a year-to-year
comparison, the second-quarter 2003 margin percentages are down slightly due to
higher
 energy and raw material costs.
         For the first six months of 2003, net income amounted to $43.6 million,
up 16.2 percent from $37.5 million for the first six months of 2002, while
diluted earnings per share were $1.03 per share for the first six months of
2003, up 19.8 percent from 86 cents per share for the same period in 2002.
Excluding the impact of income tax settlements, tax reserve adjustments and a
charge for the cumulative effect of a change in an accounting principle related
to SFAS No. 143 (five cents per diluted share), earnings for the first six
months were 76 cents per diluted share compared to 78 cents per diluted share in
2002.
          Sales for the first six months of 2003 were $535.0 million, up $50.5
million or approximately 10 percent over the first six months of 2002. The
increase in sales was primarily due to the favorable effects of foreign exchange
in Europe and the positive contribution made by the addition of the fuel and
lube additives products that were acquired in mid-January 2003 from Ethyl
Corporation.
          Average common shares used to compute second-quarter and six months
2003 diluted earnings per share were 42,046,000 and 42,166,000 down from
42,822,000 and 43,506,000, respectively, for the corresponding periods in 2002,
primarily reflecting the effects of the Company's repurchase of its common
shares in both February 2003 and 2002.


<PAGE>2

         Mark C. Rohr, President and CEO, commented, "Overall we are pleased
with our performance in the second quarter despite the difficult economic
environment in which we operate. We have programs in place to improve profit
margins and help offset higher raw material and energy costs. Our underlying
performance was enhanced by our efforts to grow through new business
development, recent acquisitions and good fixed cost control."
         Some of the information presented in the following communication may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
based on the Company's current expectations, which are in turn based on the
Company's reasonable assumptions within the bounds of its knowledge of its
business and operations. There can be no assurance, however, that the Company's
actual results will not differ materially from the results and expectations in
the forward-looking statements. Factors that could cause actual results to
differ materially 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 products, increases in the cost of energy and raw materials
(notably, ethylene, chlorine and natural gas), changes in the Company's markets
in general, fluctuations in foreign currencies, changes in new product
introductions resulting in increases in capital project requests and approvals
leading to additional capital spending, changes in laws and regulations,
unanticipated claims or litigation, the inability to obtain current levels of
product or premises liability insurance or the denial of such coverage,
political unrest affecting the global economy and changes in accounting
standards. The Company assumes no obligation to provide revisions to any
forward-looking statements should circumstances change, except as otherwise
required by securities and other applicable laws.
         A more comprehensive discussion of the Company's performance will be
available on Albemarle's Web Page at www.albemarle.com on July 23, following a
conference call at 3:00 PM Eastern Daylight Time.
         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 annual revenue of approximately $1 billion. Learn more
about Albemarle at www.albemarle.com.


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<TABLE>



Albemarle Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(In thousands except per-share amounts) (Unaudited)

<S>                                      <C>                           <C>

                                          Second Quarters Ended June 30
                                  ----------------------------------------------
                                         2003                         2002(a)
                                  ----------------             -----------------
Net sales                             $269,476                      $252,706
Cost of goods sold (b)                 211,050                       194,551
                                  ----------------             -----------------
       Gross profit                     58,426                        58,155
Selling, general and
   administrative expenses              29,435                        28,916
Research and development expenses        4,421                         4,020
                                  ----------------             -----------------
      Operating profit                  24,570                        25,219

Interest and financing expenses         (1,257)                       (1,235)
Other income and (expenses),
   including minority interest            (316)(c)                     2,276 (e)
                                  ----------------             -----------------
Income before income taxes              22,997                        26,260
Income taxes                               414 (c,d)                   5,566 (e)
                                  ----------------             -----------------
Net income                             $22,583                       $20,694
                                  ================             =================

Basic earnings per share                 $0.55                         $0.50
                                  ================             =================

Shares used to compute basic
   earnings per share                   41,208                        41,618
                                  ================             =================

Diluted earnings per share               $0.54                         $0.48
                                  ================             =================

Shares used to compute diluted
   earnings per share                   42,046                        42,822
                                  ================             =================



See accompanying notes to the consolidated financial statements following the
balance sheets.
</TABLE>




<PAGE>4

<TABLE>


Albemarle Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(In thousands except per-share amounts) (Unaudited)

<S>                                         <C>                         <C>

                                                 Six Months Ended June 30
                                     -------------------------------------------
                                           2003                       2002(a)
                                     ----------------           ----------------
Net sales                                $535,046                   $484,528
Cost of goods sold (b)                    418,978                    370,613
                                     ----------------           ----------------
       Gross profit                       116,068                    113,915
Selling, general and
   administrative expenses                 57,061                     54,620
Research and development expenses           9,363                      8,796
Special item                                    -                        850 (f)
                                     ----------------           ----------------
      Operating profit                     49,644                     49,649

Interest and financing expenses            (2,594)                    (2,460)
Other income and (expenses), including
   minority interest                        3,257 (c)                  3,068 (e)
                                     ----------------           ----------------
Income before income taxes                 50,307                     50,257
Income taxes                                4,510 (c,d)               12,765 (e)
                                     ----------------            ---------------
Income before cumulative effect
   of a change in accounting principle     45,797                     37,492
Cumulative effect of a change in
   accounting principle, net               (2,220) (g)                     -
                                     ----------------           ----------------
Net income                                $43,577                    $37,492
                                     ================           ================

Basic earnings per share:
   Income before cumulative effect of a
      change in accounting principle        $1.10                      $0.88
   Cumulative effect of a change in
      accounting principle, net             (0.05) (g)                     -
                                     ----------------           ----------------
          Net income                        $1.05                      $0.88
                                     ================           ================

Shares used to compute basic
   earnings per share                      41,352                     42,528
                                     ================           ================

Diluted earnings per share:
   Income before cumulative effect of a
      change in accounting principle        $1.08                      $0.86
   Cumulative effect of a change in
      accounting principle, net             (0.05) (g)                     -
                                     ----------------           ----------------
          Net income                        $1.03                      $0.86
                                     ================           ================

Shares used to compute diluted
   earnings per share                      42,166                     43,506
                                     ================           ================



See accompanying notes to the consolidated financial statements following the
balance sheets.
</TABLE>




<PAGE>5

<TABLE>


Albemarle Corporation and Subsidiaries
Consolidated Summary of Segment Results
(In thousands) (Unaudited)
<S>                                                 <C>                  <C>                    <C>                  <C>

                                                                 Second Quarters Ended June 30
                                              ------------------------------------------------------------------------------
                                                        2003                                      2002(a)
                                              -----------------------------------         ----------------------------------
                                                  Revenues               Income              Revenues              Income
                                              --------------         ------------         -------------        -------------
 Polymer Chemicals                                 $150,128              $18,750              $142,955              $17,927
 Fine Chemicals                                     119,348               11,769               109,751               13,290
                                              --------------         ------------         -------------        -------------
    Segment totals                                 $269,476               30,519  (b)         $252,706               31,217  (b)
                                              ==============                              =============
 Corporate and other expenses                                             (5,949) (b)                                (5,998) (b)
                                                                     ------------                              -------------
    Operating profit                                                      24,570                                     25,219

 Interest and financing expenses                                          (1,257)                                    (1,235)
 Other income and (expenses),
    including minority interest                                             (316) (c)                                 2,276  (e)
                                                                     ------------                              -------------
 Income before income taxes                                              $22,997                                    $26,260
                                                                     ============                              =============


</TABLE>


<TABLE>
<S>                                                 <C>                  <C>                      <C>           <C>

                                                                        Six Months Ended June 30
                                              ------------------------------------------------------------------------------
                                                             2003                                      2002(a)
                                              -----------------------------------         ----------------------------------
                                                 Revenues              Income               Revenues              Income
                                              --------------         ------------         -------------        -------------
 Polymer Chemicals                                 $297,356              $35,099              $265,122              $29,851
 Fine Chemicals                                     237,690               25,156               219,406               29,598
                                              --------------         ------------         -------------        -------------
    Segment totals                                 $535,046               60,255  (b)         $484,528               59,449  (b,f)
                                              ==============                              =============
 Corporate and other expenses                                            (10,611) (b)                                (9,800) (b,f)
                                                                     ------------                              -------------
    Operating profit                                                      49,644                                     49,649
 
Interest and financing expenses                                          (2,594)                                    (2,460)
 Other income and (expenses),
    including minority interest                                            3,257  (c)                                 3,068  (e)
                                                                     ------------                              -------------
 Income before income taxes                                              $50,307                                    $50,257
                                                                     ============                                 ==========




See accompanying notes to the consolidated financial statements following the
balance sheets.

</TABLE>



<PAGE>6

<TABLE>
<S>                                                                                              <C>                 <C>


Albemarle Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
                                                                                                Six Months Ended June 30
                                                                                                2003               2002(a)
                                                                                          ----------------    --------------
Cash and cash equivalents at beginning of year                                                     $37,636           $30,585
                                                                                          ----------------    --------------
Cash flows from operating activities:
   Net income                                                                                       43,577            37,492
   Cumulative effect of a change in accounting principle, net (g)                                    2,220                 -
                                                                                           ----------------    --------------
   Income before cumulative effect of a change in accounting principle                              45,797            37,492
   Adjustments to reconcile net income before cumulative effect of a
     change in accounting principle to cash flows from operating activities:
      Depreciation and amortization                                                                 40,779            40,475
      Working capital decrease net of the effects of the acquisition                                 9,812             7,959
      Increase in income tax receivable (c)                                                        (11,278)                -
   Other, net                                                                                       (1,278)           (5,198)
                                                                                           ----------------    --------------
      Net cash provided from operating activities                                                   83,832            80,728
                                                                                           ----------------    --------------
Cash flows from investing activities:
   Acquisition of assets (h)                                                                       (26,579)                -
   Capital expenditures                                                                            (19,278)          (19,267)
   Proceeds from liquidation of investment                                                           4,419                 -
   Investments in joint ventures and nonmarketable securities                                       (6,410)           (3,164)
   Restricted expended industrial revenue bond proceeds                                                  -             1,741
                                                                                           ----------------    --------------
      Net cash used in investing activities                                                        (47,848)          (20,690)
                                                                                           ----------------    --------------
Cash flows from financing activities:
   Proceeds from borrowings                                                                         47,332           103,995
   Repayments of long-term debt                                                                    (52,441)          (64,969)
   Purchases of common stock                                                                       (13,474)          (92,943)
   Dividends paid                                                                                  (11,664)          (11,316)
   Proceeds from exercise of stock options                                                             372             2,156
                                                                                           ----------------    --------------
      Net cash used in financing activities                                                        (29,875)          (63,077)
                                                                                           ----------------    --------------
Net effect of foreign exchange on cash                                                               6,248             5,858
                                                                                           ----------------    --------------
Increase in cash and cash equivalents                                                               12,357             2,819
                                                                                           ----------------    --------------
Cash and cash equivalents at end of period                                                         $49,993           $33,404
                                                                                           ================    ==============

Supplemental noncash disclosures due to change in accounting principle:

  Increase in property, plant and equipment                                                        $(6,520)                -
  Increase in accumulated depreciation                                                               3,083                 -
  Increase in other noncurrent liabilities                                                           6,922                 -
  Decrease in deferred tax liabilities                                                              (1,265)                -
                                                                                            ---------------    --------------
            Total                                                                                  $ 2,220                 -
                                                                                            ===============    ==============

See accompanying notes to the consolidated financial statements following the
balance sheets.

</TABLE>



<PAGE>7

<TABLE>
<S>                                            <C>                   <C>


Albemarle Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands of dollars) (Unaudited)

                                           June 30,               December 31
                                             2003                   2002 (a)
                                    -------------------        -----------------
ASSETS

Cash and cash equivalents                $   49,993               $   37,636
Other current assets                        393,767                  375,428
                                    -------------------        -----------------
   Total current assets                     443,760                  413,064
                                    -------------------        -----------------

Property, plant and equipment             1,546,336                1,497,989
Less accumulated depreciation
   and amortization                       1,030,367                  978,918
                                    -------------------        -----------------
   Net property, plant and equipment        515,969                  519,071

Other assets and intangibles                289,453                  260,821
                                    -------------------        -----------------
                                         $1,249,182               $1,192,956
                                    ===================        =================
LIABILITIES &
SHAREHOLDERS' EQUITY

Current liabilities                        $182,588                $ 165,007
Long-term debt                              175,183                  180,137
Other noncurrent liabilities                162,510                  149,223
Deferred income taxes                       134,501                  128,849
Shareholders' equity                        594,400                  569,740
                                    -------------------        -----------------
                                         $1,249,182               $1,192,956
                                    ===================        =================
</TABLE>


 Notes (in thousands except share amounts):

(a)      Certain amounts in the accompanying consolidated financial statements
         have been reclassified to conform to the current presentation.

(b)      Includes foreign exchange transaction gains of $748 and $283 and $809
         and $1,074 for the three- and six-months periods ended June 30, 2003,
         and 2002, respectively.

(c)      In March 2003, the Company recorded a receivable for an income tax
         refund of $11,083. The refund related to the Internal Revenue Service's
         examination of the Company's 1996 and 1997 tax returns. In addition,
         the Company recorded interest income of $195 ($124 after income taxes)
         for the three months ended June 30, 2003. The net effect of the refund
         on the Condensed Consolidated Statement of Income for the six month
         period ended June 30, 2003 amounted to $7,216 or 17 cents per diluted
         share, including interest $4,308 ($2,744 after income taxes).

(d)      During the quarter ended June 30, 2003, the Company received
         notification of the finalization of the Internal Revenue Service's
         examination of its Federal income tax returns for the years ended
         December 31, 1998 and 1999. As a result, the Company evaluated its
         remaining tax reserves and released $6.6 million to earnings.


<PAGE>8

(e)      On April 25, 2002, following approval by the congressional Joint
         Committee On Taxation, the Company received a favorable tax settlement
         of $3,777, including interest of $1,285 after income taxes, from the
         Internal Revenue Service on its claims for adjustment of export
         benefits for the years 1994 and 1995.

(f)      Special charges for the first quarter ended March 31, 2002, totaled
         $850 ($541 after income taxes or one cent per diluted share) resulting
         from the workforce reduction programs at certain of the Company's
         facilities.

(g)      On January 1, 2003, the Company implemented Statement of Financial
         Accounting Standard No. 143, "Accounting for Asset Retirement
         Obligations," which addresses financial accounting and reporting for
         obligations associated with the retirement of tangible long-lived
         assets and the associated asset retirement costs. The cumulative effect
         of the change in accounting principle resulting from the implementation
         of the standard was $2,220 net of taxes of $1,265 or five cents per
         diluted share.

(h)      On January 21, 2003, Albemarle acquired Ethyl's fuel and lubricant
         antioxidants working capital, patents and other intellectual property
         for $26,579 in cash plus Albemarle will pay to Ethyl a total of $1,500
         in additional consideration during 2003 if Ethyl's purchases of
         antioxidant products from Albemarle and Albemarle's sales of
         antioxidant products to third parties for fuel and lubricant additive
         use meet certain specified performance criteria.