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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

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 __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 330 SOUTH FOURTH STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/30/2006 (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 01/30/2006   M   100,000 A $ 17.375 925,722 D   Common Stock 01/30/2006   S   59,600 D $ 43.4677 866,122 D   Common Stock               37,170 I Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83. (1) Common Stock               27,065 I Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89. (2) Common Stock               56,385 I Shares held by William M. Gottwald, Jr. (1) Common Stock               16,660 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85. (1) Common Stock               27,065 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89. (2) Common Stock               76,895 I Shares held by Elizabeth I. Gottwald. (1) Common Stock               27,845 I Shares held in trust fbo reporting person's children u/a dtd 8/16/90. Common Stock               86,170 I Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91. (1) Common Stock               5,374 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87. Common Stock               23,148 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89. (3) Common Stock               3,226 I Shares held as Trustee fbo James C. Gottwald u/a dtd 10/20/87. Common Stock               5,374 I Shares held as Trustee fbo James C. Gottwald u/a dtd 12/21/87. Common Stock               23,148 I Shares held as Trustee fbo James C. Gottwald u/a dtd 1/3/89. (3) Common Stock               9,147 I Shares held as Trustee fbo James C. Gottwald u/a dtd 1/3/89. Common Stock               13,225 I Shares held as Trustee fbo Charles H. Gottwald u/a dtd 9/5/89. Common Stock               23,060 I Shares held as Trustee fbo Charles H. Gottwald u/a dtd 9/5/89. (3) Common Stock               4,424 I Shares held as Trustee fbo Charles H. Gottwald u/a dtd 10/18/89. Common Stock               25,691 I Shares held as Trustee fbo Margaret A. Gottwald u/a dtd 3/9/92. (3) Common Stock               8,947 I Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89. Common Stock               844,725 I Shares held of record by Westham Partners, L.P., reporting person general partner & limited partner. Common Stock               500,000 I Shares held as co-Trustee fbo reporting person's family u/w Floyd D. Gottwald. (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Nonqualified Option (Right to Buy)

$ 17.375

01/30/2006

M

100,000

(5)

09/02/2006

Common Stock

100,000

$ 0

140,000

D

Reporting Owners

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

Signatures

Nicole C. Daniel, attorney in fact		02/01/2006
**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)	All shares of record held by Westham Partners, L.P.
(2)	18,900 shares of record held by Westham Partners, L.P.
(3)	16,975 shares of record held by Westham Partners, L.P.
(4)	Additional Indirect Holdings: 3,687 shares held by Trustee under Albemarle Savings Plan; 15,446 shares held by spouse; 9,526 shares held by Trustee fbo James M. Gottwald u/a dtd 12/1/81; 8,947 shares held by Trustee fbo James M. Gottwald u/a dtd 1/3/89; 5,486 shares held by Trustee fbo Sarah W. Gottwald u/a dtd 3/1/83.
(5)	Exercisable six years from date of grant or earlier in 25% annual increments in the event that the trading price of Albemarle Corporation Common Stock equals or exceeds certain price levels.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.