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)
02/16/2006
(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 02/16/2006   M   15,000 A $ 0 (8) 1,089,635 (1) D  
Common Stock 02/16/2006   F   4,830 D $ 43.05 1,084,805 (1) D  
Common Stock               37,170 I Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83. (2)
Common Stock               27,065 I Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89. (3)
Common Stock               70,481 I Shares held by William M. Gottwald, Jr. (10)
Common Stock               16,660 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85. (11)
Common Stock               27,065 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89. (3)
Common Stock               96,119 I Shares held by Elizabeth I. Gottwald. (10)
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. (12)
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. (4)
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. (4)
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. (4)
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. (4)
Common Stock               8,947 I Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock               844,725 (9) 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. (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 Unit (6) 02/16/2006   A   30,000     (7)   (7) Common Stock 30,000 $ 0 (8) 30,000 D  
Performance Unit (6) 02/16/2006   M     15,000   (7)   (7) Common Stock 15,000 $ 0 (8) 15,000 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   02/20/2006
**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) Includes 208,513 shares received as a distribution from Westham Partners, L.P.
(2) 27,877 shares held of record by Westham Partners, L.P. Decrease reflects distribution by Westham Partners, L.P.
(3) 14,175 held of record by Westham Partners, L.P.* Decrease reflects distribution by Westham Partners, L.P.
(4) 12,731 shares held of record by Westham Partners, L.P.* Decrease reflects distribution by Westham Partners, L.P.
(5) Additional Indirect Holdings: 3763 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.
(6) Performance Units convert 1 for 1.
(7) Performance Units issued pursuant to 2003 Incentive Plan. Units vest over two year period -- 50% payable in 2006 and 50% payable in 2007.
(8) Transaction has no purchase or sale price.
(9) Decrease in shares reflect distribution from Westham Partners, L.P.
(10) Increase in shares represents distribution by Westham Partners, L.P.
(11) 12,435 shares held of record by Westham Partners, L.P. Decrease reflects distribution by Westham Partners, L.P.
(12) 64,717 shares held of record by Westham Partners, L.P. Decrease reflects distribution by Westham Partners, L.P.

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