Edgar Filing: GOTTWALD WILLIAM M

Ownership Submission

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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(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)
01/03/2007

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2007		M		15,000	A	$ 0 ⁽⁷⁾	1,049,805	D
Common Stock	01/03/2007		F		5,024	D	$ 71.98	1,044,781	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.
Common Stock								16,660	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85. ⁽⁵⁾
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.
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. ⁽⁶⁾
Common Stock								5,707	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								633,543	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.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Unit

⁽⁸⁾

01/03/2007

15,000

⁽⁹⁾

Common Stock

15,000

$ 0 ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		01/05/2007
^**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)	Includes 27,877 shares held of record by Westham Partners, L.P.
(2)	14,175 held of record by Westham Partners, L.P.
(3)	12,731 shares held of record by Westham Partners, L.P.
(4)	Additional Indirect Holdings: 3,946 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)	12,495 shares held of record by Westham Partners, L.P.
(6)	64,627 shares held of record by Westham Partners, L.P.
(7)	Transaction has no purchase or sale price.
(8)	Performance Units convert 1 for 1.
(9)	Performance Units issued pursuant to 2003 Incentive Plan. Units vested over two year period beginning January 2006 -- 50% payable in 2006 and 50% payable in 2007.

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