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

                              December 7, 1995        
                     (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          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

                     One Great Lakes Boulevard, P.O. Box 2200,
                       West Lafayette, Indiana  47906               
        (Address of principal executive offices, including zip code)

                               (317) 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.

          By-Law Amendments

                    On December 7, 1995, the Board of Directors of
          Great Lakes Chemical Corporation (the "Company") approved
          certain amendments to the Company's existing By-Laws.  
          These amendments to the By-Laws are summarized below.   

                    Article I, Section 1 of the By-Laws was amended
          to provide that no business may be transacted at an
          annual meeting of stockholders of the Company other than
          business that is (i) specified in the notice of meeting
          given by the Board of Directors of the Company, (ii)
          otherwise properly brought before the annual meeting by
          the Board of Directors of the Company or (iii) otherwise
          properly brought before the annual meeting by any stock-
          holder of the Company (A) who is a stockholder of record
          on the date notice to the Company of the business to be
          transacted was given by such stockholder (as provided in
          clause (B) below) and on the record date for the determi-
          nation of stockholders entitled to vote at the annual
          meeting and (B) who submits to the Company the stockhold-
          er proposal to be considered, in proper written form as
          provided in the amended By-Laws, not less than ninety
          (90) days nor more than one hundred twenty (120) days
          prior to the date of the annual meeting or, if less than
          one hundred (100) days' notice or prior public disclosure
          of the date of the annual meeting is given or made to
          stockholders, not later than the close of business on the
          tenth (10th) day following the day on which such notice
          of the date of the annual meeting was mailed or such
          public disclosure of the date of the annual meeting was
          made, whichever first occurs.

                    Article I, Section 7 of the By-Laws was amended 
          to provide that persons may be nominated to stand for
          election as a director of the Company only (i) by or at
          the direction of the Board of Directors of the Company or
          (ii) by any stockholder of the Company (A) who is a
          stockholder of record on the date notice to the Company
          of the person to be nominated to stand for election as a
          director was given by such stockholder (as provided in
          clause (B) below) and on the record date for the determi-
          nation of stockholders entitled to vote at the annual
          meeting and (B) who submits to the Company the notice of
          the person to be nominated to stand for election as a
          director, in proper written form as provided in the
          amended By-Laws, not less than ninety (90) days nor more
          than one hundred twenty (120) days prior to the date of
          the annual meeting or, if less than one hundred (100)
          days' notice or prior public disclosure of the date of
          the annual meeting is given or made to stockholders, not
          later than the close of business on the tenth (10th) day
          following the day on which such notice of the date of the
          annual meeting was mailed or such public disclosure of
          the date of the annual meeting was made, whichever first
          occurs.  Such notice must be accompanied by a written
          consent of each proposed nominee to be named as a nominee
          and to serve as a director if elected.

                    Article VII of the By-Laws was amended to
          provide indemnification under the By-Laws to the fullest
          extent permitted by the General Corporation Law of the
          State of Delaware (the "DGCL"), as the DGCL exists as of
          December 7, 1995 or may be amended thereafter.  The
          amended By-Laws provide, however, that future amendments
          to the DGCL will be incorporated into the By-Laws only to
          the extent that such amendments broaden the indemnifica-
          tion rights previously granted under the By-Laws.  
          Further, the Company must pay in advance to any person
          defending an action for which indemnification under the 
          By-Laws is available any expenses incurred by such person
          during such defense, provided that such person undertakes
          to reimburse the Company for all advanced expenses in the
          event that it shall ultimately be determined that such
          person is not entitled to indemnification.  Article VII
          of the By-Laws was also amended to provide that rights to
          indemnification may not be retroactively reduced by
          subsequent amendment to the DGCL or the By-Laws.  In
          addition, procedures for seeking indemnification from the
          Company following a Change in Control of the Company (as
          defined in the amended By-Laws) were added to the By-
          Laws.

                    The foregoing description of the amended By-
          Laws does not purport to be complete and is qualified in
          its entirety by reference to the amended By-Laws which
          are attached hereto as an exhibit and incorporated herein
          by reference.

          Rights Agreement Amendments

                    Effective December 7, 1995, the Board of Direc-
          tors of the Company amended and restated the Rights
          Agreement (the "Agreement") between the Company and
          Harris Trust Company of New York, as Rights Agent.  The
          more significant amendments to the Agreement are de-
          scribed below.  The amended and restated Agreement sets
          forth the description and terms of the common stock and
          note purchase rights (the "Rights") held by holders of
          the Company's common stock, par value $1.00 per share
          (the "Common Stock").  Each Right entitles the registered
          holder to purchase from the Company one Unit, consisting
          initially of one-tenth share of Common Stock and one Note
          in the principal amount equal to nine-tenths of the
          Current Market Price of a share of Common Stock on the
          exercise date, at an exercise price of $92.50 per Unit
          (the "Purchase Price"), subject to the terms and condi-
          tions of the amended and restated Agreement.  Terms used
          but not defined herein shall have the meanings ascribed
          to them in the amended and restated Agreement.

                    Prior to its amendment, the Agreement required
          the concurrence of the directors who are not affiliated
          with an Acquiring Person and who were either directors
          prior to the record date for distribution of the Rights
          or approved by a majority of such directors ("Continuing
          Directors") in order for the Company to take certain
          actions under the Agreement.  The Continuing Directors
          provisions were deleted from the amended and restated
          Agreement.

                    Section 11(a)(ii) of the Agreement was supple-
          mented to include among those triggers which permit a
          Right holder to receive, upon exercise of the Right and
          payment of the Purchase Price, shares of Common Stock
          having a market value of twice the Purchase Price the
          determination by the Board of Directors that a person is
          an Adverse Person.  In order to declare a Person to be an
          Adverse Person, the Board of Directors must determine
          that such person, alone or together with its Affiliates
          and Associates, has become the beneficial owner of an
          amount of Common Stock which the Board of Directors
          determines to be substantial (which amount shall in no
          event be less than 10% of the Common Stock then outstand-
          ing) and, after reasonable inquiry and investigation,
          including consultation with such persons as such direc-
          tors shall deem appropriate and consideration of such
          factors as are permitted by applicable law, that (i) such
          beneficial ownership by such person is intended to cause
          the Company to repurchase the Common Stock beneficially
          owned by such person or to cause pressure on the Company
          to take action or enter into a transaction or series of
          transactions intended to provide such person with
          short-term financial gain under circumstances where the
          Board of Directors determines that the best long-term
          interests of the Company would not be served by taking
          such action or entering into such transaction or series
          of transactions at that time or (ii) such beneficial
          ownership is causing or reasonably likely to cause a
          material adverse impact (including, but not limited to,
          impairment of relationships with customers or impairment
          of the Company's ability to maintain its competitive
          position) on the business or prospects of the Company, on
          the Company's stockholders, employees, customers or
          suppliers or on the communities in which the Company
          operates or is located; provided, however, that the Board
          of Directors of the Company shall not declare any person
          who is the beneficial owner of 10% or more of the out-
          standing Common Stock to be an Adverse Person if such
          person has reported or is required to report such owner-
          ship on Schedule 13G under the Exchange Act (or any
          comparable or successor report) or on Schedule 13D under
          the Exchange Act (or any comparable or successor report)
          which Schedule 13D does not state any intention to or
          reserve the right to control or influence the management
          or policies of the Company or engage in any of the ac-
          tions specified in Item 4 of such Schedule (other than
          the disposition of the Common Stock) so long as such
          person neither reports nor is required to report such
          ownership other than as described in this proviso.

                    Section 23(a) of the Agreement was amended to
          provide that (i) the Board of Directors may not redeem
          any Rights following a determination by the Board that
          any person is an Adverse Person and (ii) the Company may,
          at its option, pay the redemption price for Rights in
          cash, shares of Common Stock (based on the Current Market
          Price of a share of Common Stock at the time of redemp-
          tion) or any other form of consideration deemed appropri-
          ate by the Board of Directors.

                    The Agreement was also supplemented by the
          addition of new Section 27 to the amended and restated
          Agreement, which authorizes the Board of Directors, at
          its option, at any time and from time to time after the
          first occurrence of a Triggering Event, to exchange all
          or part of the then outstanding and exercisable Rights
          (excluding any Rights that have become void pursuant to
          the provisions of the amended and restated Agreement) for
          shares of Common Stock or Equivalent Shares, or any
          combination thereof, at an exchange ratio of one share of
          Common Stock or one Equivalent Share per Right, appropri-
          ately adjusted to reflect any stock split, stock dividend
          or similar transaction occurring after December 7, 1995. 
          Notwithstanding the foregoing, the Board of Directors may
          not effect such exchange at any time after any Person
          (other than the Company, any subsidiary of the Company or
          any employee benefit plan of the Company or such subsid-
          iary), together with all Affiliates and Associates of
          such Person, becomes the Beneficial Owner of 50% or more
          of the Common Stock then outstanding.

                    The foregoing description of the amendments to
          the Agreement does not purport to be complete and is
          qualified in its entirety by reference to the amended and
          restated Agreement which is attached hereto as an exhibit
          and incorporated herein by reference.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               Exhibits:

               3.2  By-Laws of Great Lakes Chemical Corporation, as
                    amended through December 7, 1995.

               4.1  Rights Agreement, dated as of September 7,
                    1989, as amended and restated as of December 7,
                    1995, between Great Lakes Chemical Corporation
                    and Harris Trust Company of New York, as Rights
                    Agent, which includes as Exhibit A thereto the
                    Form of Rights Certificate.


                                  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 B. McDonald      
                                      Name:  Robert B. McDonald
                                      Title: Chief Executive 
                                             Officer and President

          Date:  December 21, 1995


                                EXHIBIT INDEX

          Exhibit             Description                   Page

           3.2         By-Laws of Great Lakes Chemical
                       Corporation, as amended through
                       December 7, 1995

           4.1         Rights Agreement, dated as of
                       September 7, 1989, as amended
                       and restated as of December 7,
                       1995, between Great Lakes Chemi-
                       cal Corporation and Harris Trust
                       Company of New York, as Rights
                       Agent, which includes as Exhibit
                       A thereto the Form of Rights
                       Certificate.
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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

                              December 7, 1995        
                     (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          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

                     One Great Lakes Boulevard, P.O. Box 2200,
                       West Lafayette, Indiana  47906               
        (Address of principal executive offices, including zip code)

                               (317) 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.

          By-Law Amendments

                    On December 7, 1995, the Board of Directors of
          Great Lakes Chemical Corporation (the "Company") approved
          certain amendments to the Company's existing By-Laws.  
          These amendments to the By-Laws are summarized below.   

                    Article I, Section 1 of the By-Laws was amended
          to provide that no business may be transacted at an
          annual meeting of stockholders of the Company other than
          business that is (i) specified in the notice of meeting
          given by the Board of Directors of the Company, (ii)
          otherwise properly brought before the annual meeting by
          the Board of Directors of the Company or (iii) otherwise
          properly brought before the annual meeting by any stock-
          holder of the Company (A) who is a stockholder of record
          on the date notice to the Company of the business to be
          transacted was given by such stockholder (as provided in
          clause (B) below) and on the record date for the determi-
          nation of stockholders entitled to vote at the annual
          meeting and (B) who submits to the Company the stockhold-
          er proposal to be considered, in proper written form as
          provided in the amended By-Laws, not less than ninety
          (90) days nor more than one hundred twenty (120) days
          prior to the date of the annual meeting or, if less than
          one hundred (100) days' notice or prior public disclosure
          of the date of the annual meeting is given or made to
          stockholders, not later than the close of business on the
          tenth (10th) day following the day on which such notice
          of the date of the annual meeting was mailed or such
          public disclosure of the date of the annual meeting was
          made, whichever first occurs.

                    Article I, Section 7 of the By-Laws was amended 
          to provide that persons may be nominated to stand for
          election as a director of the Company only (i) by or at
          the direction of the Board of Directors of the Company or
          (ii) by any stockholder of the Company (A) who is a
          stockholder of record on the date notice to the Company
          of the person to be nominated to stand for election as a
          director was given by such stockholder (as provided in
          clause (B) below) and on the record date for the determi-
          nation of stockholders entitled to vote at the annual
          meeting and (B) who submits to the Company the notice of
          the person to be nominated to stand for election as a
          director, in proper written form as provided in the
          amended By-Laws, not less than ninety (90) days nor more
          than one hundred twenty (120) days prior to the date of
          the annual meeting or, if less than one hundred (100)
          days' notice or prior public disclosure of the date of
          the annual meeting is given or made to stockholders, not
          later than the close of business on the tenth (10th) day
          following the day on which such notice of the date of the
          annual meeting was mailed or such public disclosure of
          the date of the annual meeting was made, whichever first
          occurs.  Such notice must be accompanied by a written
          consent of each proposed nominee to be named as a nominee
          and to serve as a director if elected.

                    Article VII of the By-Laws was amended to
          provide indemnification under the By-Laws to the fullest
          extent permitted by the General Corporation Law of the
          State of Delaware (the "DGCL"), as the DGCL exists as of
          December 7, 1995 or may be amended thereafter.  The
          amended By-Laws provide, however, that future amendments
          to the DGCL will be incorporated into the By-Laws only to
          the extent that such amendments broaden the indemnifica-
          tion rights previously granted under the By-Laws.  
          Further, the Company must pay in advance to any person
          defending an action for which indemnification under the 
          By-Laws is available any expenses incurred by such person
          during such defense, provided that such person undertakes
          to reimburse the Company for all advanced expenses in the
          event that it shall ultimately be determined that such
          person is not entitled to indemnification.  Article VII
          of the By-Laws was also amended to provide that rights to
          indemnification may not be retroactively reduced by
          subsequent amendment to the DGCL or the By-Laws.  In
          addition, procedures for seeking indemnification from the
          Company following a Change in Control of the Company (as
          defined in the amended By-Laws) were added to the By-
          Laws.

                    The foregoing description of the amended By-
          Laws does not purport to be complete and is qualified in
          its entirety by reference to the amended By-Laws which
          are attached hereto as an exhibit and incorporated herein
          by reference.

          Rights Agreement Amendments

                    Effective December 7, 1995, the Board of Direc-
          tors of the Company amended and restated the Rights
          Agreement (the "Agreement") between the Company and
          Harris Trust Company of New York, as Rights Agent.  The
          more significant amendments to the Agreement are de-
          scribed below.  The amended and restated Agreement sets
          forth the description and terms of the common stock and
          note purchase rights (the "Rights") held by holders of
          the Company's common stock, par value $1.00 per share
          (the "Common Stock").  Each Right entitles the registered
          holder to purchase from the Company one Unit, consisting
          initially of one-tenth share of Common Stock and one Note
          in the principal amount equal to nine-tenths of the
          Current Market Price of a share of Common Stock on the
          exercise date, at an exercise price of $92.50 per Unit
          (the "Purchase Price"), subject to the terms and condi-
          tions of the amended and restated Agreement.  Terms used
          but not defined herein shall have the meanings ascribed
          to them in the amended and restated Agreement.

                    Prior to its amendment, the Agreement required
          the concurrence of the directors who are not affiliated
          with an Acquiring Person and who were either directors
          prior to the record date for distribution of the Rights
          or approved by a majority of such directors ("Continuing
          Directors") in order for the Company to take certain
          actions under the Agreement.  The Continuing Directors
          provisions were deleted from the amended and restated
          Agreement.

                    Section 11(a)(ii) of the Agreement was supple-
          mented to include among those triggers which permit a
          Right holder to receive, upon exercise of the Right and
          payment of the Purchase Price, shares of Common Stock
          having a market value of twice the Purchase Price the
          determination by the Board of Directors that a person is
          an Adverse Person.  In order to declare a Person to be an
          Adverse Person, the Board of Directors must determine
          that such person, alone or together with its Affiliates
          and Associates, has become the beneficial owner of an
          amount of Common Stock which the Board of Directors
          determines to be substantial (which amount shall in no
          event be less than 10% of the Common Stock then outstand-
          ing) and, after reasonable inquiry and investigation,
          including consultation with such persons as such direc-
          tors shall deem appropriate and consideration of such
          factors as are permitted by applicable law, that (i) such
          beneficial ownership by such person is intended to cause
          the Company to repurchase the Common Stock beneficially
          owned by such person or to cause pressure on the Company
          to take action or enter into a transaction or series of
          transactions intended to provide such person with
          short-term financial gain under circumstances where the
          Board of Directors determines that the best long-term
          interests of the Company would not be served by taking
          such action or entering into such transaction or series
          of transactions at that time or (ii) such beneficial
          ownership is causing or reasonably likely to cause a
          material adverse impact (including, but not limited to,
          impairment of relationships with customers or impairment
          of the Company's ability to maintain its competitive
          position) on the business or prospects of the Company, on
          the Company's stockholders, employees, customers or
          suppliers or on the communities in which the Company
          operates or is located; provided, however, that the Board
          of Directors of the Company shall not declare any person
          who is the beneficial owner of 10% or more of the out-
          standing Common Stock to be an Adverse Person if such
          person has reported or is required to report such owner-
          ship on Schedule 13G under the Exchange Act (or any
          comparable or successor report) or on Schedule 13D under
          the Exchange Act (or any comparable or successor report)
          which Schedule 13D does not state any intention to or
          reserve the right to control or influence the management
          or policies of the Company or engage in any of the ac-
          tions specified in Item 4 of such Schedule (other than
          the disposition of the Common Stock) so long as such
          person neither reports nor is required to report such
          ownership other than as described in this proviso.

                    Section 23(a) of the Agreement was amended to
          provide that (i) the Board of Directors may not redeem
          any Rights following a determination by the Board that
          any person is an Adverse Person and (ii) the Company may,
          at its option, pay the redemption price for Rights in
          cash, shares of Common Stock (based on the Current Market
          Price of a share of Common Stock at the time of redemp-
          tion) or any other form of consideration deemed appropri-
          ate by the Board of Directors.

                    The Agreement was also supplemented by the
          addition of new Section 27 to the amended and restated
          Agreement, which authorizes the Board of Directors, at
          its option, at any time and from time to time after the
          first occurrence of a Triggering Event, to exchange all
          or part of the then outstanding and exercisable Rights
          (excluding any Rights that have become void pursuant to
          the provisions of the amended and restated Agreement) for
          shares of Common Stock or Equivalent Shares, or any
          combination thereof, at an exchange ratio of one share of
          Common Stock or one Equivalent Share per Right, appropri-
          ately adjusted to reflect any stock split, stock dividend
          or similar transaction occurring after December 7, 1995. 
          Notwithstanding the foregoing, the Board of Directors may
          not effect such exchange at any time after any Person
          (other than the Company, any subsidiary of the Company or
          any employee benefit plan of the Company or such subsid-
          iary), together with all Affiliates and Associates of
          such Person, becomes the Beneficial Owner of 50% or more
          of the Common Stock then outstanding.

                    The foregoing description of the amendments to
          the Agreement does not purport to be complete and is
          qualified in its entirety by reference to the amended and
          restated Agreement which is attached hereto as an exhibit
          and incorporated herein by reference.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               Exhibits:

               3.2  By-Laws of Great Lakes Chemical Corporation, as
                    amended through December 7, 1995.

               4.1  Rights Agreement, dated as of September 7,
                    1989, as amended and restated as of December 7,
                    1995, between Great Lakes Chemical Corporation
                    and Harris Trust Company of New York, as Rights
                    Agent, which includes as Exhibit A thereto the
                    Form of Rights Certificate.

                                  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 B. McDonald      
                                      Name:  Robert B. McDonald
                                      Title: Chief Executive 
                                             Officer and President

          Date:  December 21, 1995

                                EXHIBIT INDEX

          Exhibit             Description                   Page

           3.2         By-Laws of Great Lakes Chemical
                       Corporation, as amended through
                       December 7, 1995

           4.1         Rights Agreement, dated as of
                       September 7, 1989, as amended
                       and restated as of December 7,
                       1995, between Great Lakes Chemi-
                       cal Corporation and Harris Trust
                       Company of New York, as Rights
                       Agent, which includes as Exhibit
                       A thereto the Form of Rights
                       Certificate.