SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549






                                    FORM 8-K


                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported) April 16, 1999
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                              Albemarle Corporation
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             (Exact name of registrant as specified in its charter)


          Virginia                       1-12658                54-1692118
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(State or other jurisdiction           (Commission             (IRS Employer
      of incorporation)                File Number)          Identification No.)



           330 South Fourth Street, Richmond, Virginia        23219
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            (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code     (804) 788-6000
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Item 5.  Other Events.


         On March 8, 1999, Albemarle  Corporation (the "Company") announced that
it will offer to  acquire  the  outstanding  shares of  Albright  & Wilson  plc,
headquartered  in London,  tendering  for shares at 130 pence or about $2.08 per
share.

         On April 13, 1999, ISPG PLC offered to acquire the  outstanding  shares
of Albright & Wilson for a price of 145 pence per share.  ISPG is a wholly owned
subsidiary of Donau Chemic AG, a private Austrian  company,  and was formed as a
result of a cooperation  between Donau Chemic and Rhodia, a French company 68.2%
owned by Rhone-Poulenc.

         On April 16,  1999,  the Company  announced  that it will  increase its
offer to acquire  the  outstanding  shares of  Albright & Wilson to 160 pence or
about $2.58 per share. The Company currently holds 18.6 percent of the shares of
Albright & Wilson.  A copy of the press  release  issued by the Company on April
16, 1999, is attached hereto as Exhibit 99.

Item 7.    Exhibits.

Exhibit 99    Press Release of Albemarle Corporation dated April 16, 1999.


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                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      ALBEMARLE CORPORATION
                                       (Registrant)


Date:  April 19, 1999                 By: /s/ E. Whitehead Elmore
                                         --------------------------------------
                                      Name: E. Whitehead Elmore
                                      Title: Senior Vice President


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                                  Exhibit Index


Exhibit

99      Press Release of Albemarle Corporation dated April 16, 1999.



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