============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                    -------


                                   FORM 8-K
                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                               November 21, 1997
                        -------------------------------
                       (Date of earliest event reported)


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


         DELAWARE                   1-6450                   95-1765035 
         --------                   ------                   ----------
 (State of Incorporation)    (Commission File No.)         (IRS Employer 
                                                         Identification No.)


                   ONE GREAT LAKES BOULEVARD, P.O. BOX 2200
                        WEST LAFAYETTE, INDIANA 47906
               ------------------------------------------------
              (Address of Principal Offices, including zip code)


                                (765) 497-6100
              --------------------------------------------------
             (Registrant's telephone number, including area code)


                                      N/A
          -----------------------------------------------------------
         (Former name or former address, if changed since last report)

============================================================================




ITEM 5.     OTHER EVENTS.

            On November 21, 1997, the Board of Directors of Great Lakes
Chemical Corporation (the "Corporation") approved certain amendments to
the Corporation's existing By-Laws. A copy of the Corporation's By-Laws,
as amended, are attached to this Current Report as Exhibit 3.1.

            On December 29, 1997, the Board of Directors of the
Corporation announced a comprehensive restructuring plan, pursuant to
which the Corporation will exit its furfural and derivatives business,
its Eastern European trading business (Chemol) and its environmental
businesses. These businesses will be reported collectively as a
discontinued operation in the Corporation's 1997 fourth quarter financial
results.

            On December 29, 1997, the Board of Directors of the
Corporation also announced that the Board has increased the share
repurchase authorization by 3,000,000 shares. The increased authorization
will allow the Corporation to share the proceeds from its restructuring
plan with shareholders if other opportunities for enhancing shareholder
value are not available. A copy of the press release issued by the
Corporation on December 29, 1997 and describing the restructuring plan
and the increased share repurchase authorization is attached to this
Current Report as Exhibit 99.1.


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
            EXHIBITS.

(c)   Exhibits:

      3.1   By-Laws of Great Lakes Chemical Corporation, as amended
            through November 21, 1997.

      99.1  Press release issued by Great Lakes Chemical Corporation,
            dated December 29, 1997.




                              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 hereunto duly authorized.


                             GREAT LAKES CHEMICAL CORPORATION


                             By: /s/ ROBERT T. JEFFARES
                                Name:  Robert T. Jeffares
                                Title: Executive Vice President and
                                       Chief Financial Officer


Dated:  December 30, 1997





                              EXHIBIT INDEX


Exhibit           Description

3.1               By-Laws of Great Lakes Chemical Corporation, as amended
                  through November 21, 1997.

99.1              Press release issued by Great Lakes Chemical
                  Corporation, dated December 29, 1997.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 4329}]
{"company-data": {"conformed-name": "GREAT LAKES CHEMICAL CORP", "cik": "0000043362", "assigned-sic": "2890", "irs-number": "951765035", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06450", "film-number": "97747449"}, "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"}]}
============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                    -------

                                   FORM 8-K
                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                               November 21, 1997
                        -------------------------------
                       (Date of earliest event reported)

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

         DELAWARE                   1-6450                   95-1765035 
         --------                   ------                   ----------
 (State of Incorporation)    (Commission File No.)         (IRS Employer 
                                                         Identification No.)

                   ONE GREAT LAKES BOULEVARD, P.O. BOX 2200
                        WEST LAFAYETTE, INDIANA 47906
               ------------------------------------------------
              (Address of Principal Offices, including zip code)

                                (765) 497-6100
              --------------------------------------------------
             (Registrant's telephone number, including area code)

                                      N/A
          -----------------------------------------------------------
         (Former name or former address, if changed since last report)

============================================================================

ITEM 5.     OTHER EVENTS.

            On November 21, 1997, the Board of Directors of Great Lakes
Chemical Corporation (the "Corporation") approved certain amendments to
the Corporation's existing By-Laws. A copy of the Corporation's By-Laws,
as amended, are attached to this Current Report as Exhibit 3.1.

            On December 29, 1997, the Board of Directors of the
Corporation announced a comprehensive restructuring plan, pursuant to
which the Corporation will exit its furfural and derivatives business,
its Eastern European trading business (Chemol) and its environmental
businesses. These businesses will be reported collectively as a
discontinued operation in the Corporation's 1997 fourth quarter financial
results.

            On December 29, 1997, the Board of Directors of the
Corporation also announced that the Board has increased the share
repurchase authorization by 3,000,000 shares. The increased authorization
will allow the Corporation to share the proceeds from its restructuring
plan with shareholders if other opportunities for enhancing shareholder
value are not available. A copy of the press release issued by the
Corporation on December 29, 1997 and describing the restructuring plan
and the increased share repurchase authorization is attached to this
Current Report as Exhibit 99.1.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
            EXHIBITS.

(c)   Exhibits:

      3.1   By-Laws of Great Lakes Chemical Corporation, as amended
            through November 21, 1997.

      99.1  Press release issued by Great Lakes Chemical Corporation,
            dated December 29, 1997.

                              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 hereunto duly authorized.

                             GREAT LAKES CHEMICAL CORPORATION

                             By: /s/ ROBERT T. JEFFARES
                                Name:  Robert T. Jeffares
                                Title: Executive Vice President and
                                       Chief Financial Officer

Dated:  December 30, 1997

                              EXHIBIT INDEX

Exhibit           Description

3.1               By-Laws of Great Lakes Chemical Corporation, as amended
                  through November 21, 1997.

99.1              Press release issued by Great Lakes Chemical
                  Corporation, dated December 29, 1997.