FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GOTTWALD WILLIAM M   2. Issuer Name and Ticker or Trading Symbol ALBEMARLE CORP [ALB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 330 SOUTH FOURTH STREET 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2008 (Street) RICHMOND, VA 23219 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/01/2008   M   45,000 A $ 0 (1) 2,914,325 (2) D   Common Stock 06/01/2008   F   18,990 D $ 44.47 2,895,335 D   Common Stock               56,120 I Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83. Common Stock               44,865 I Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89. Common Stock               85,129 I Shares held by William M. Gottwald, Jr. Common Stock               25,153 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85. Common Stock               44,865 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89. Common Stock               116,096 I Shares held by Elizabeth I. Gottwald. Common Stock               55,690 I Shares held in trust fbo reporting person's children u/a dtd 8/16/90. Common Stock               130,100 I Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91. Common Stock               10,748 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87. Common Stock               37,975 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89. Common Stock               6,452 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87. Common Stock               11,414 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87. Common Stock               37,975 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87. Common Stock               18,294 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87. Common Stock               26,450 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89. Common Stock               37,799 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89. Common Stock               9,514 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89. Common Stock               43,727 I Shares held as Trustee fbo Margaret Addison Gottwald u/a dtd 3/9/92. Common Stock               17,894 I Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89. Common Stock               30,892 I Held by Spouse (5)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Unites

(3)

06/01/2008

M

45,000

(4)

(4)

Common Stock

45,000

$ 0 (1)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOTTWALD WILLIAM M 330 SOUTH FOURTH STREET RICHMOND, VA 23219	X

Signatures

Nicole C. Daniel, Attorney in Fact		06/03/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Transaction has no purchase or sales price.
(2)	Share total adjusted to reflect (i) 553,622 shares received as a distribution from Westham Partners, L.P. and (ii) 5,662 held in an IRA.
(3)	Performance Units convert 1 - for - 1.
(4)	Performance Units were issued pursuant to 2003 Incentive Plan and vested due to retirement as officer of Albemarle Corporation.
(5)	Additional Indirect Holdings: 8,559.0924 shares held by Trustee under Albemarle Savings Plan; 19,052 shares held as co-trustee fbo James M. Gottwald u/a dtd 12/1/81; 17,894 shares held as co-trustee fbo James M. Gottwald u/a dtd 1/3/89; 10,972 shares held as co-trustee fbo Sarah W. Gottwald u/a dtd 3/1/83.

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