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 
  
                             February 15, 1999           
             ------------------------------------------------
                     (Date of earliest event reported) 
  
  
                      GREAT LAKES CHEMICAL CORPORATION        
 --------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter) 
  
     Delaware                     1-6450                95-1765035
 -----------------             -------------          ---------------
 (State or Other                (Commission            (IRS Employer
 Jurisdiction of                File Number)           Identification
 Incorporation)                                            Number)
 
  
 One Great Lakes Boulevard, Post Office Box 2200, West Lafayette, Indiana 47996
 ------------------------------------------------------------------------------
             (Address of Principal Offices, including zip code) 
  
  
                               (765) 497-6100                     
                   ----------------------------------------
            (Registrant's telephone number, including area code) 

 Item 5.   Other Events 
  
           On February 15, 1999, the Board of Directors of Great Lakes
 Chemical Corporation (the "Registrant") adopted a new Shareholder Rights
 Plan, replacing a similar plan adopted in 1989.  The Board redeemed
 outstanding Rights under the 1989 plan, effective as of the close of
 business on April 1, 1999, at a redemption price of  $.0025 per Right, to
 be paid on May 3, 1999, to shareholders of record on April 1, 1999 (the
 "Record Date").  Under the new Shareholder Rights Plan, on February 15,
 1999, the Board of Directors of the Registrant, declared a dividend
 distribution of one Right for each outstanding share of common stock, par
 value $1.00 per share (the "Common Stock"), of the Registrant to
 stockholders of record at the close of business on the Record Date.  The
 Board of Directors of the Registrant also authorized the issuance of one
 Right for each share of Common Stock issued after the Record Date and prior
 to the earliest of the Distribution Date (as defined below), the
 redemption, exchange or expiration of the Rights.  Each Right entitles the
 registered holder to purchase from the Registrant one share of Common Stock
 at a Purchase Price of $170.00, subject to adjustment in certain
 circumstances (the "Purchase Price").  The Purchase Price shall be paid in
 cash.  The description and terms of the Rights are set forth in a Rights
 Agreement, dated as of February 15, 1999 (the "Rights Agreement"), between
 the Registrant and Harris Trust Company of New York, as Rights Agent. 
  
           Upon payment of the dividend at the close of business on the
 Record Date, the Rights will be attached to the certificates representing
 outstanding shares of Common Stock, and no separate Rights Certificates
 evidencing the Rights will be distributed.  The Rights will separate from
 the Common Stock and a Distribution Date will occur upon the earliest to
 occur of (i) ten (10) days following a public announcement that a person or
 group of affiliated or associated persons (an "Acquiring Person") has
 acquired, or obtained the right to acquire, beneficial ownership of 15% or
 more of the outstanding shares of Common Stock (the date of such
 announcement being the "Stock Acquisition Date"), (ii) ten (10) business
 days following the commencement of a tender offer or exchange offer that
 would result in a person or group beneficially owning 15% or more of the
 outstanding shares of Common Stock or (iii) the tenth business day after
 the Board of Directors determines that a person or group who has acquired
 10% or more of the Common Stock of the Registrant is an Adverse Person (the
 earliest of such dates, the "Distribution Date").  Until the Distribution
 Date, (i) the Rights will be evidenced by and will be transferred with and
 only with such Common Stock certificates, (ii) new Common Stock
 certificates issued after April 1, 1999 upon transfer or new issuance of
 the Common Stock will contain a legend incorporating the Rights Agreement
 by reference and (iii) the surrender for transfer of any certificate for
 Common Stock will also constitute the transfer of the Rights associated
 with the Common Stock represented by such certificate. 
  
           The Rights are not exercisable until the Distribution Date and
 will expire at the close of business on April 1, 2009, unless earlier
 redeemed by the Registrant as described below. 
  
           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, such
 separate Rights Certificates alone will represent the Rights.  All shares
 of Common Stock issued prior to the Distribution Date will be issued with
 Rights.  Shares of Common Stock issued after the Distribution Date will be
 issued with Rights if such shares are issued pursuant to the exercise of
 stock options or under an employee benefit plan, or upon the conversion of
 securities issued after adoption of the Rights Agreement.  Except as
 otherwise determined by the Board of Directors, no other shares of Common
 Stock issued after the Distribution Date will be issued with Rights. 

           In the event that (i) a Person becomes the beneficial owner of
 more than 15% of the then outstanding shares of Common Stock (except
 pursuant to an offer for all outstanding shares of Common Stock at a price
 and on terms which a majority of the independent directors of the
 Registrant determines to be fair to, and otherwise in the best interests
 of, the stockholders) or (ii) the Board of Directors determines that a
 person who has acquired 10% or more of the Common Stock of the Registrant
 is an Adverse Person, at any time following the Distribution Date, each
 holder of a Right will thereafter have the right to receive, upon exercise,
 a number of shares of Common Stock having a value equal to twice the
 Right's Purchase Price.  Notwithstanding the foregoing, following the
 occurrence of any of the events set forth in the preceding sentence, all
 Rights that are, or (under certain circumstances specified in the Rights
 Agreement) were, beneficially owned by any Acquiring Person or Adverse
 Person will be null and void.  However, Rights are not exercisable
 following the occurrence of any of the events set forth above until such
 time as the Rights are no longer redeemable by the Registrant as set forth
 below. 
  
           In the event that following the Stock Acquisition Date, (i) the
 Registrant is acquired in a merger or consolidation in which the Registrant
 is not the surviving corporation (other than a merger described in the
 preceding paragraph or a merger that follows a tender offer determined to
 be fair to the stockholders of the Registrant, as described in the
 preceding paragraph) or (ii) 50% or more of the Registrant's assets or
 earning power is sold or transferred, each holder of a Right (except Rights
 which have previously been voided as set forth above) shall thereafter
 entitle the holder to receive, upon exercise of the Right, common stock of
 the acquiring company having a value equal to two times the Exercise Price
 of the Right.  The Exercise Price is the Purchase Price multiplied by the
 number of shares of Common Stock issuable upon exercise of a Right prior to
 the events described in this paragraph (initially, one).  The events set
 forth in this paragraph and in the preceding paragraph are collectively
 referred to as the "Triggering Events." 
  
           The Purchase Price payable, and the number of shares of Common
 Stock issuable, upon exercise of the Rights are subject to adjustment from
 time to time to prevent dilution (i) in the event of a stock dividend on,
 or a subdivision, combination or reclassification of, the Common Stock,
 (ii) if holders of the Common Stock are granted certain rights or warrants
 to subscribe for Common Stock or securities convertible into Common Stock
 at less than the current market price of the Common Stock, or (iii) upon
 the distribution to holders of the Common Stock of evidences of
 indebtedness or assets (excluding regular quarterly cash dividends) or of
 subscription rights or warrants (other than those referred to above). 
  
           With certain exceptions, no adjustment in the Purchase Price will
 be required until cumulative adjustments amount to at least 1% of the
 Purchase Price.  No fractional shares of Common Stock will be issued upon
 exercise of the Rights and, in lieu thereof, a cash payment will be made
 based on the market price of the Common Stock on the last trading date
 prior to the date of exercise. 
  
           At any time until fifteen days following the Stock Acquisition
 Date, the Registrant may redeem the Rights in whole, but not in part, at a
 price of $.01 per Right (subject to adjustment), payable, at the election
 of the Registrant, in cash or shares of Common Stock. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Registrant, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Registrant, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Registrant or for common stock of an
 acquiring company as set forth above. 
  
           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Registrant prior to the Distribution Date. 
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board to cure any ambiguity, defect or inconsistency, to
 make changes which do not adversely affect the interests of holders of
 Rights (excluding the interests of any Acquiring Person). 
  
           As of March 8, 1999 there were 58,384,199 shares of Common Stock
 outstanding.  Each outstanding share of Common Stock on the Record Date
 will receive one Right.  Until the Distribution Date, the Registrant will
 issue one Right with each share of Common Stock that shall become
 outstanding so that all such shares will have attached Rights.
  
           The Rights have certain antitakeover effects. The Rights will
 cause substantial dilution to a person or group that attempts to acquire
 the Registrant on terms not approved by the Registrant's Board of
 Directors. The Board of Directors may, at its option, at any time until
 fifteen days following the Stock Acquisition Date, redeem all, but not
 less than all, of the then outstanding Rights at the applicable redemption
 price.
  
           The foregoing summary description of the Rights does not purport
 to be complete and is qualified in its entirety by reference to the Rights
 Agreement (which includes as Exhibit A the Form of Rights Certificate), a
 copy of which is incorporated herein by reference to Exhibit 4.1 to this
 registration statement.  Copies of the Rights Agreement will be available
 free of charge from the Registrant. 

 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
 (c)  Exhibits.  The following documents are filed as exhibits to this
                 current report. 
  
      4.1  Rights Agreement, dated as of February 15, 1999, between the
           Registrant and Harris Chicago Trust Company of New York, as
           Rights Agent, which includes as Exhibit A thereto the Form of
           Rights Certificate. 
  
      99   Press Release dated February 15, 1999.



                                 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. 
  
  
 March 23, 1999                GREAT LAKES CHEMICAL CORPORATION 
                               (Registrant) 
  
  
  
                               By: /s/ Mark E. Tomkins
                                  ----------------------------
                                  Name:  Mark E. Tomkins
                                  Title: Senior Vice President and 
                                         Chief Financial Officer



                               Exhibit Index 
  
  
 Exhibit        Description                                        Page
 -------        -----------                                        ----
 4.1            Rights Agreement, dated as of February 15,         N/A 
                1999, between the Registrant and Harris Trust
                Company of New York, as Rights Agent, which
                includes as Exhibit A thereto the Form of Rights
                Certificate. 
  
 99             Press Release dated February 15, 1999.             N/A
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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 
  
                             February 15, 1999           
             ------------------------------------------------
                     (Date of earliest event reported) 
  
  
                      GREAT LAKES CHEMICAL CORPORATION        
 --------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter) 
  
     Delaware                     1-6450                95-1765035
 -----------------             -------------          ---------------
 (State or Other                (Commission            (IRS Employer
 Jurisdiction of                File Number)           Identification
 Incorporation)                                            Number)
 
  
 One Great Lakes Boulevard, Post Office Box 2200, West Lafayette, Indiana 47996
 ------------------------------------------------------------------------------
             (Address of Principal Offices, including zip code) 
  
  
                               (765) 497-6100                     
                   ----------------------------------------
            (Registrant's telephone number, including area code) 

 Item 5.   Other Events 
  
           On February 15, 1999, the Board of Directors of Great Lakes
 Chemical Corporation (the "Registrant") adopted a new Shareholder Rights
 Plan, replacing a similar plan adopted in 1989.  The Board redeemed
 outstanding Rights under the 1989 plan, effective as of the close of
 business on April 1, 1999, at a redemption price of  $.0025 per Right, to
 be paid on May 3, 1999, to shareholders of record on April 1, 1999 (the
 "Record Date").  Under the new Shareholder Rights Plan, on February 15,
 1999, the Board of Directors of the Registrant, declared a dividend
 distribution of one Right for each outstanding share of common stock, par
 value $1.00 per share (the "Common Stock"), of the Registrant to
 stockholders of record at the close of business on the Record Date.  The
 Board of Directors of the Registrant also authorized the issuance of one
 Right for each share of Common Stock issued after the Record Date and prior
 to the earliest of the Distribution Date (as defined below), the
 redemption, exchange or expiration of the Rights.  Each Right entitles the
 registered holder to purchase from the Registrant one share of Common Stock
 at a Purchase Price of $170.00, subject to adjustment in certain
 circumstances (the "Purchase Price").  The Purchase Price shall be paid in
 cash.  The description and terms of the Rights are set forth in a Rights
 Agreement, dated as of February 15, 1999 (the "Rights Agreement"), between
 the Registrant and Harris Trust Company of New York, as Rights Agent. 
  
           Upon payment of the dividend at the close of business on the
 Record Date, the Rights will be attached to the certificates representing
 outstanding shares of Common Stock, and no separate Rights Certificates
 evidencing the Rights will be distributed.  The Rights will separate from
 the Common Stock and a Distribution Date will occur upon the earliest to
 occur of (i) ten (10) days following a public announcement that a person or
 group of affiliated or associated persons (an "Acquiring Person") has
 acquired, or obtained the right to acquire, beneficial ownership of 15% or
 more of the outstanding shares of Common Stock (the date of such
 announcement being the "Stock Acquisition Date"), (ii) ten (10) business
 days following the commencement of a tender offer or exchange offer that
 would result in a person or group beneficially owning 15% or more of the
 outstanding shares of Common Stock or (iii) the tenth business day after
 the Board of Directors determines that a person or group who has acquired
 10% or more of the Common Stock of the Registrant is an Adverse Person (the
 earliest of such dates, the "Distribution Date").  Until the Distribution
 Date, (i) the Rights will be evidenced by and will be transferred with and
 only with such Common Stock certificates, (ii) new Common Stock
 certificates issued after April 1, 1999 upon transfer or new issuance of
 the Common Stock will contain a legend incorporating the Rights Agreement
 by reference and (iii) the surrender for transfer of any certificate for
 Common Stock will also constitute the transfer of the Rights associated
 with the Common Stock represented by such certificate. 
  
           The Rights are not exercisable until the Distribution Date and
 will expire at the close of business on April 1, 2009, unless earlier
 redeemed by the Registrant as described below. 
  
           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, such
 separate Rights Certificates alone will represent the Rights.  All shares
 of Common Stock issued prior to the Distribution Date will be issued with
 Rights.  Shares of Common Stock issued after the Distribution Date will be
 issued with Rights if such shares are issued pursuant to the exercise of
 stock options or under an employee benefit plan, or upon the conversion of
 securities issued after adoption of the Rights Agreement.  Except as
 otherwise determined by the Board of Directors, no other shares of Common
 Stock issued after the Distribution Date will be issued with Rights. 

           In the event that (i) a Person becomes the beneficial owner of
 more than 15% of the then outstanding shares of Common Stock (except
 pursuant to an offer for all outstanding shares of Common Stock at a price
 and on terms which a majority of the independent directors of the
 Registrant determines to be fair to, and otherwise in the best interests
 of, the stockholders) or (ii) the Board of Directors determines that a
 person who has acquired 10% or more of the Common Stock of the Registrant
 is an Adverse Person, at any time following the Distribution Date, each
 holder of a Right will thereafter have the right to receive, upon exercise,
 a number of shares of Common Stock having a value equal to twice the
 Right's Purchase Price.  Notwithstanding the foregoing, following the
 occurrence of any of the events set forth in the preceding sentence, all
 Rights that are, or (under certain circumstances specified in the Rights
 Agreement) were, beneficially owned by any Acquiring Person or Adverse
 Person will be null and void.  However, Rights are not exercisable
 following the occurrence of any of the events set forth above until such
 time as the Rights are no longer redeemable by the Registrant as set forth
 below. 
  
           In the event that following the Stock Acquisition Date, (i) the
 Registrant is acquired in a merger or consolidation in which the Registrant
 is not the surviving corporation (other than a merger described in the
 preceding paragraph or a merger that follows a tender offer determined to
 be fair to the stockholders of the Registrant, as described in the
 preceding paragraph) or (ii) 50% or more of the Registrant's assets or
 earning power is sold or transferred, each holder of a Right (except Rights
 which have previously been voided as set forth above) shall thereafter
 entitle the holder to receive, upon exercise of the Right, common stock of
 the acquiring company having a value equal to two times the Exercise Price
 of the Right.  The Exercise Price is the Purchase Price multiplied by the
 number of shares of Common Stock issuable upon exercise of a Right prior to
 the events described in this paragraph (initially, one).  The events set
 forth in this paragraph and in the preceding paragraph are collectively
 referred to as the "Triggering Events." 
  
           The Purchase Price payable, and the number of shares of Common
 Stock issuable, upon exercise of the Rights are subject to adjustment from
 time to time to prevent dilution (i) in the event of a stock dividend on,
 or a subdivision, combination or reclassification of, the Common Stock,
 (ii) if holders of the Common Stock are granted certain rights or warrants
 to subscribe for Common Stock or securities convertible into Common Stock
 at less than the current market price of the Common Stock, or (iii) upon
 the distribution to holders of the Common Stock of evidences of
 indebtedness or assets (excluding regular quarterly cash dividends) or of
 subscription rights or warrants (other than those referred to above). 
  
           With certain exceptions, no adjustment in the Purchase Price will
 be required until cumulative adjustments amount to at least 1% of the
 Purchase Price.  No fractional shares of Common Stock will be issued upon
 exercise of the Rights and, in lieu thereof, a cash payment will be made
 based on the market price of the Common Stock on the last trading date
 prior to the date of exercise. 
  
           At any time until fifteen days following the Stock Acquisition
 Date, the Registrant may redeem the Rights in whole, but not in part, at a
 price of $.01 per Right (subject to adjustment), payable, at the election
 of the Registrant, in cash or shares of Common Stock. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Registrant, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Registrant, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Registrant or for common stock of an
 acquiring company as set forth above. 
  
           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Registrant prior to the Distribution Date. 
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board to cure any ambiguity, defect or inconsistency, to
 make changes which do not adversely affect the interests of holders of
 Rights (excluding the interests of any Acquiring Person). 
  
           As of March 8, 1999 there were 58,384,199 shares of Common Stock
 outstanding.  Each outstanding share of Common Stock on the Record Date
 will receive one Right.  Until the Distribution Date, the Registrant will
 issue one Right with each share of Common Stock that shall become
 outstanding so that all such shares will have attached Rights.
  
           The Rights have certain antitakeover effects. The Rights will
 cause substantial dilution to a person or group that attempts to acquire
 the Registrant on terms not approved by the Registrant's Board of
 Directors. The Board of Directors may, at its option, at any time until
 fifteen days following the Stock Acquisition Date, redeem all, but not
 less than all, of the then outstanding Rights at the applicable redemption
 price.
  
           The foregoing summary description of the Rights does not purport
 to be complete and is qualified in its entirety by reference to the Rights
 Agreement (which includes as Exhibit A the Form of Rights Certificate), a
 copy of which is incorporated herein by reference to Exhibit 4.1 to this
 registration statement.  Copies of the Rights Agreement will be available
 free of charge from the Registrant. 

 Item 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
 (c)  Exhibits.  The following documents are filed as exhibits to this
                 current report. 
  
      4.1  Rights Agreement, dated as of February 15, 1999, between the
           Registrant and Harris Chicago Trust Company of New York, as
           Rights Agent, which includes as Exhibit A thereto the Form of
           Rights Certificate. 
  
      99   Press Release dated February 15, 1999.

                                 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. 
  
  
 March 23, 1999                GREAT LAKES CHEMICAL CORPORATION 
                               (Registrant) 
  
  
  
                               By: /s/ Mark E. Tomkins
                                  ----------------------------
                                  Name:  Mark E. Tomkins
                                  Title: Senior Vice President and 
                                         Chief Financial Officer

                               Exhibit Index 
  
  
 Exhibit        Description                                        Page
 -------        -----------                                        ----
 4.1            Rights Agreement, dated as of February 15,         N/A 
                1999, between the Registrant and Harris Trust
                Company of New York, as Rights Agent, which
                includes as Exhibit A thereto the Form of Rights
                Certificate. 
  
 99             Press Release dated February 15, 1999.             N/A