Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Motto Amy
 2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2012		 3. Issuer Name and Ticker or Trading Symbol
ALBEMARLE CORP [ALB]
(Last)
(First)
(Middle)
ALBEMARLE CORPORATION, 451 FLORIDA STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, Catalysts
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BATON ROUGE, LA 70801		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 4,234
I
Albemarle Savings Plan
Common Stock 1,851
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) 04/01/2012(1) 03/31/2019 Common Stock 2,500 (2) $ 22.45 D  
Non-Qualified Stock Option (Right to Buy)   (3) 03/11/2020 Common Stock 3,000 $ 41.94 D  
Non-Qualified Stock Option (Right to Buy)   (4) 01/30/2021 Common Stock 3,200 $ 56.16 D  
Non-Qualified Stock Option (Right to Buy)   (5) 02/23/2022 Common Stock 4,000 $ 66.14 D  
Restricted Stock Unit 02/24/2015(6)   (7) Common Stock 5,000 $ (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Motto Amy
ALBEMARLE CORPORATION
451 FLORIDA STREET
BATON ROUGE, LA 70801		       Vice President, Catalysts  

Signatures

/s/ Karen G. Narwold, Attorney-in-Fact 06/19/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Cliff vests on 4/01/2012.
(2) 12,000 Stock Options granted on 4/01/2009. Vested on 4/01/2012. 9,500 shares exercised to date. 2,500 remaining.
(3) Stock Option to vest in 3 equal installments: 1/3 vested on 3/12/2011 (not yet exercised), 1/3 vested on 3/12/2012 (not yet exercised), and 1/3 to vest on 3/12/2013.
(4) Stock Option to vest in 3 equal installments: 1/3 vested on 1/31/2012 (not yet exercised), 1/3 to vest on 1/31/2013, and 1/3 to vest on 1/31/2014.
(5) Stock Option to vest in 3 equal installments: 1/3 on 2/24/2013, 1/3 on 2/24/2014 and 1/3 on 2/24/2015.
(6) To cliff vest on 2/24/2015.
(7) No expiration date.
(8) Restricted Stock Unit to convert 1 to 1 into common stock.

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