<PAGE>   1


              As filed with the Securities and Exchange Commission
                              on January 30, 1996

                                                     Registration No. 33-_______


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.   20549


                                    FORM S-8


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                        GREAT LAKES CHEMICAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                         TIN 95-17650351
(State or Other Jurisdiction of           (I.R.S. Employer)
Incorporation or Organization)          (Identification No.)

                           ONE GREAT LAKES BOULEVARD
                            WEST LAFAYETTE,  INDIANA  47906
(Address of Principal Executive Offices)  (Zip Code)



                        GREAT LAKES CHEMICAL CORPORATION
                           SUPPLEMENTAL SAVINGS PLAN
                              (Full Title of Plan)



                      JOHN V. LACCI, ESQ., GENERAL COUNSEL
                        GREAT LAKES CHEMICAL CORPORATION
                           ONE GREAT LAKES BOULEVARD
                         WEST LAFAYETTE, INDIANA 47906
                    (Name and Address of Agent for Service)

Telephone Number, including Area Code, of Agent for Service:
317-497-6100





<PAGE>   2


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of                            Proposed               Proposed
Securities       Amount              Maximum                Maximum                  Amount of
 to be                       to be       Offering Price                         Aggregate
       Registration
Registered      Registered           Per Share              Offering Price               Fee     
------------     ------------     -----------------         --------------------     --------------
<S>              <C>                       <C>              <C>                      <C>
Common           13,974                    (2)              $1,000,000.00 (3)        $200.00
Stock            Shares (1)
 of Great Lakes
 Chemical
 Corporation

Participating
 Interests in
 the Plan (4)
</TABLE>
_____________________________________
     (1)  The estimated maximum number of shares of common stock of Registrant
(valued at $71.5625/share, the average of the high and low prices per share at
which shares of Common Stock of Registrant were traded on the New York Stock
Exchange on January 25, 1996) which could be purchased under the Plan with the
estimated $1,000,000 maximum aggregate employee contributions to the Plan for
the period January 30, 1996 through January 29, 1997.

     (2)  Indeterminate.  Shares are not used for accounting purposes under the
Plan.

     (3)  Estimated maximum employee contributions for the period January 30,
1996 through January 29, 1997.

     (4)  Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered under the Plan.





                                      - 2 -
<PAGE>   3


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     Item 1.   Plan Information *


     Item 2.   Registrant Information *


           *   Information required to be set out in the Section 10(a) 
           prospectus by Part I Form S-8 is omitted from this Registration
           Statement in accordance with Rule 428 under the Securities Act of 
           1933, as amended.




               
                                      - 3 -
<PAGE>   4

                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

         Great Lakes Chemical Corporation ("Registrant") incorporates herein by
reference the following documents filed with the Securities and Exchange
Commission:

                 (a)      Registrant's Annual Report on Form 10-K for the year
         ended December 31, 1994.

                 (b)  Registrant's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1995, June 30, 1995 and September 30, 1995,
         respectively.

         All reports and other documents filed by Registrant pursuant to
Section Section  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (referred to in this Registration Statement as the "Exchange Act")
subsequently to the effective date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities remaining unsold, shall upon the filing thereof be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

         Not applicable.





                                     - 4 -
<PAGE>   5



Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify a person against expenses and certain liabilities
incurred by him in connection with any proceeding in which he is involved by
reason of his being or having been a director, officer, employee or agent of
the corporation or it affiliates. Further, Article Ninth of Registrant's
Certificate of Incorporation and Article VII of its By-Laws provide for
indemnification, to the full extent permitted by said Law, of Registrant's
directors and officers.  Registrant maintains so-called "D & 0" liability
insurance coverage, insuring it against loss resulting from discharge of such
indemnification obligation, and insuring its directors and officers against
liabilities against which they cannot be indemnified by Registrant (subject to
certain exclusions).  Reference is made to Undertaking C, infra, with respect
to indemnification for liabilities arising under the Securities Act of 1933, as
amended, required or per-mitted to directors, officers or persons controlling
Registrant pursuant to the foregoing provisions.


Item 7.   Exemption from Registration Claimed

       Not Applicable.


Item 8.      Exhibits.

       The Index to the Exhibits attached to this Registration Statement is
incorporated herein by reference.


Item 9.  Undertakings

       A.   Undertaking pursuant to Rule 415:

       The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are 
        being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events 
                arising after the effective date of the registration statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate,





                                     - 5 -
<PAGE>   6

                represent a fundamental change in the information set forth in
                this registration statement;

                        (iii)  To include any material information with respect
                to the plan of distribution not previously disclosed in the 
                registration statement or any material change to such 
                information in the registration statement; provided, however,
                that paragraphs (a)(1)(i)  and (a)(1)(ii) do not apply if the 
                information required to be included in a post-effective 
                amendment by those paragraphs is contained in periodic reports
                filed by Registrant pursuant to Section 13 or Section 15(d) of
                the Securities Exchange Act of 1934 that are incorporated by
                reference in the registration statement.

                (2)  That, for the purpose of determining any Liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

                (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B.      Undertaking relating to Documents Subsequently Filed by
Registrant under the Securities Exchange Act of 1934

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section  13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.      Undertaking relating to Indemnification

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expense incurred or paid by a director, officer or controlling
person of Registrant in the successful defense of any action, suit or





                                     - 6 -
<PAGE>   7

proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by con-trolling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, as amended, Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Tippecanoe County, Indiana, on
January 29, 1996.


                                                GREAT LAKES CHEMICAL CORPORATION


                                          
                                                By    Robert B. McDonald        
                                                     ---------------------------
                                                     Robert B. McDonald,
                                                     President and Chief
                                                     Executive Officer





                                     - 7 -
<PAGE>   8


         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date set out below:

<TABLE>
<CAPTION>
Signature                           Capacity                         Date
---------                           --------                         ----
<S>                         <C>                            <C> <C>        
Robert B. McDonald          President, and Chief            )
                             Executive Officer and          )
                             Director                       )
                                                            )
Robert T. Jeffares          Vice President, Finance         )
                              and Chief Financial           )
                              Officer                       )
                                                            )
Robert J. Smith             Corporate Controller            )
                                                            )
William H. Congleton        Director                        )  January 29, 1996
                                                            )
John S. Day                 Director                        )
                                                            )
Thomas M. Fulton            Director                        )
                                                            )
Martin M. Hale              Director                        )
                                                            )
Louis E. Lataif             Director                        )
                                                            )
Richard H. Leet             Director                        )
</TABLE>


     The undersigned Steven D. Mead hereby executes this Regis-tration
Statement on behalf of each of the officers and directors of Registrant whose
names are listed above, pursuant to a power of attorney executed by each of
said officers and directors and filed with the Securities and Exchange
Commission.



By:  Steven D. Mead                                  January 29, 1996 
   ---------------------
     Steven D. Mead
     Attorney in Fact





                                     - 8 -
<PAGE>   9

     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Tippecanoe County,
Indiana, on January 29, 1996.

John S. Day           Director and member of  )
                      Compensation and        )
                      Incentive Committee     )

Louis E. Lataif       Director and member of  )
                      Compensation and        )
                      Incentive Committee     )

Richard H. Leet       Director and member of  )
                      Compensation and        )
                      Incentive Committee     )


     The undersigned Steven D. Mead hereby executes this Registration Statement
on behalf of each of the persons whose names are listed above, who are
directors of Registrant and members of the Compensation and Incentive Committee
which administers the Plan, pursuant to a power of attorney executed by each of
said directors and filed with the Securities and Exchange Commission.


By:    Steven D. Mead                           January 29, 1996    
   -----------------------
       Steven D. Mead
       Attorney in Fact





                                     - 9 -
<PAGE>   10


                              INDEX TO EXHIBITS

Exhibit No.                   Title
-----------                   -----

     4           Great Lakes Chemical Corporation
                        Supplemental Savings Plan

     23          Consent of Ernst & Young LLP, Independent
                        Auditors

                 Officers' and Directors' Power of Attorney

                 Compensation and Incentive Committee
                 Power of Attorney

                 Certified copy of Corporate Resolution








                                     - 10 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16368}]
{"company-data": {"conformed-name": "GREAT LAKES CHEMICAL CORP", "cik": "0000043362", "assigned-sic": "2800", "irs-number": "951765035", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00543", "film-number": "96508792"}, "business-address": {"street1": "ONE GREEAT LAKES BLVD", "city": "WEST LAFAYETTE", "state": "IN", "zip": "47906", "phone": "3174976219"}, "former-company": [{"former-conformed-name": "MCCLANAHAN OIL CO", "date-changed": "19700925"}, {"former-conformed-name": "GREAT LAKES OIL & CHEMICAL CO", "date-changed": "19700925"}]}
1

              As filed with the Securities and Exchange Commission
                              on January 30, 1996

                                                     Registration No. 33-_______

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.   20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        GREAT LAKES CHEMICAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                         TIN 95-17650351
(State or Other Jurisdiction of           (I.R.S. Employer)
Incorporation or Organization)          (Identification No.)

                           ONE GREAT LAKES BOULEVARD
                            WEST LAFAYETTE,  INDIANA  47906
(Address of Principal Executive Offices)  (Zip Code)

                        GREAT LAKES CHEMICAL CORPORATION
                           SUPPLEMENTAL SAVINGS PLAN
                              (Full Title of Plan)

                      JOHN V. LACCI, ESQ., GENERAL COUNSEL
                        GREAT LAKES CHEMICAL CORPORATION
                           ONE GREAT LAKES BOULEVARD
                         WEST LAFAYETTE, INDIANA 47906
                    (Name and Address of Agent for Service)

Telephone Number, including Area Code, of Agent for Service:
317-497-6100
2

                        CALCULATION OF REGISTRATION FEE
Title of                            Proposed               Proposed
Securities       Amount              Maximum                Maximum                  Amount of
 to be                       to be       Offering Price                         Aggregate
       Registration
Registered      Registered           Per Share              Offering Price               Fee     
------------     ------------     -----------------         --------------------     --------------
Common           13,974                    (2)              $1,000,000.00 (3)        $200.00
Stock            Shares (1)
 of Great Lakes
 Chemical
 Corporation

Participating
 Interests in
 the Plan (4)
_____________________________________
     (1)  The estimated maximum number of shares of common stock of Registrant
(valued at $71.5625/share, the average of the high and low prices per share at
which shares of Common Stock of Registrant were traded on the New York Stock
Exchange on January 25, 1996) which could be purchased under the Plan with the
estimated $1,000,000 maximum aggregate employee contributions to the Plan for
the period January 30, 1996 through January 29, 1997.

     (2)  Indeterminate.  Shares are not used for accounting purposes under the
Plan.

     (3)  Estimated maximum employee contributions for the period January 30,
1996 through January 29, 1997.

     (4)  Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered under the Plan.

                                      - 2 -
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Item 1.   Plan Information *

     Item 2.   Registrant Information *

           *   Information required to be set out in the Section 10(a) 
           prospectus by Part I Form S-8 is omitted from this Registration
           Statement in accordance with Rule 428 under the Securities Act of 
           1933, as amended.

               
                                      - 3 -
4

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

         Great Lakes Chemical Corporation ("Registrant") incorporates herein by
reference the following documents filed with the Securities and Exchange
Commission:

                 (a)      Registrant's Annual Report on Form 10-K for the year
         ended December 31, 1994.

                 (b)  Registrant's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1995, June 30, 1995 and September 30, 1995,
         respectively.

         All reports and other documents filed by Registrant pursuant to
Section Section  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (referred to in this Registration Statement as the "Exchange Act")
subsequently to the effective date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities remaining unsold, shall upon the filing thereof be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

         Not applicable.

                                     - 4 -
5

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify a person against expenses and certain liabilities
incurred by him in connection with any proceeding in which he is involved by
reason of his being or having been a director, officer, employee or agent of
the corporation or it affiliates. Further, Article Ninth of Registrant's
Certificate of Incorporation and Article VII of its By-Laws provide for
indemnification, to the full extent permitted by said Law, of Registrant's
directors and officers.  Registrant maintains so-called "D & 0" liability
insurance coverage, insuring it against loss resulting from discharge of such
indemnification obligation, and insuring its directors and officers against
liabilities against which they cannot be indemnified by Registrant (subject to
certain exclusions).  Reference is made to Undertaking C, infra, with respect
to indemnification for liabilities arising under the Securities Act of 1933, as
amended, required or per-mitted to directors, officers or persons controlling
Registrant pursuant to the foregoing provisions.

Item 7.   Exemption from Registration Claimed

       Not Applicable.

Item 8.      Exhibits.

       The Index to the Exhibits attached to this Registration Statement is
incorporated herein by reference.

Item 9.  Undertakings

       A.   Undertaking pursuant to Rule 415:

       The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are 
        being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events 
                arising after the effective date of the registration statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate,

                                     - 5 -
6

                represent a fundamental change in the information set forth in
                this registration statement;

                        (iii)  To include any material information with respect
                to the plan of distribution not previously disclosed in the 
                registration statement or any material change to such 
                information in the registration statement; provided, however,
                that paragraphs (a)(1)(i)  and (a)(1)(ii) do not apply if the 
                information required to be included in a post-effective 
                amendment by those paragraphs is contained in periodic reports
                filed by Registrant pursuant to Section 13 or Section 15(d) of
                the Securities Exchange Act of 1934 that are incorporated by
                reference in the registration statement.

                (2)  That, for the purpose of determining any Liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

                (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B.      Undertaking relating to Documents Subsequently Filed by
Registrant under the Securities Exchange Act of 1934

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section  13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.      Undertaking relating to Indemnification

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expense incurred or paid by a director, officer or controlling
person of Registrant in the successful defense of any action, suit or

                                     - 6 -
7

proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by con-trolling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, as amended, Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Tippecanoe County, Indiana, on
January 29, 1996.

                                                GREAT LAKES CHEMICAL CORPORATION

                                          
                                                By    Robert B. McDonald        
                                                     ---------------------------
                                                     Robert B. McDonald,
                                                     President and Chief
                                                     Executive Officer

                                     - 7 -
8

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date set out below:
Signature                           Capacity                         Date
---------                           --------                         ----
Robert B. McDonald          President, and Chief            )
                             Executive Officer and          )
                             Director                       )
                                                            )
Robert T. Jeffares          Vice President, Finance         )
                              and Chief Financial           )
                              Officer                       )
                                                            )
Robert J. Smith             Corporate Controller            )
                                                            )
William H. Congleton        Director                        )  January 29, 1996
                                                            )
John S. Day                 Director                        )
                                                            )
Thomas M. Fulton            Director                        )
                                                            )
Martin M. Hale              Director                        )
                                                            )
Louis E. Lataif             Director                        )
                                                            )
Richard H. Leet             Director                        )
The undersigned Steven D. Mead hereby executes this Regis-tration
Statement on behalf of each of the officers and directors of Registrant whose
names are listed above, pursuant to a power of attorney executed by each of
said officers and directors and filed with the Securities and Exchange
Commission.

By:  Steven D. Mead                                  January 29, 1996 
   ---------------------
     Steven D. Mead
     Attorney in Fact

                                     - 8 -
9

     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Tippecanoe County,
Indiana, on January 29, 1996.

John S. Day           Director and member of  )
                      Compensation and        )
                      Incentive Committee     )

Louis E. Lataif       Director and member of  )
                      Compensation and        )
                      Incentive Committee     )

Richard H. Leet       Director and member of  )
                      Compensation and        )
                      Incentive Committee     )

     The undersigned Steven D. Mead hereby executes this Registration Statement
on behalf of each of the persons whose names are listed above, who are
directors of Registrant and members of the Compensation and Incentive Committee
which administers the Plan, pursuant to a power of attorney executed by each of
said directors and filed with the Securities and Exchange Commission.

By:    Steven D. Mead                           January 29, 1996    
   -----------------------
       Steven D. Mead
       Attorney in Fact

                                     - 9 -
10

                              INDEX TO EXHIBITS

Exhibit No.                   Title
-----------                   -----

     4           Great Lakes Chemical Corporation
                        Supplemental Savings Plan

     23          Consent of Ernst & Young LLP, Independent
                        Auditors

                 Officers' and Directors' Power of Attorney

                 Compensation and Incentive Committee
                 Power of Attorney

                 Certified copy of Corporate Resolution

                                     - 10 -