SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                                  FORM 8-K 
  
                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934
  
 Date of Report (Date of earliest event reported):  May 22, 1998 
  
                      Great Lakes Chemical Corporation           
           (Exact same of registrant as specified is its charter) 
  
    Delaware                      1-6450                   95-1765035
 ------------------         ---------------------      -------------------
 (State or Other            (Commission File No.)        (IRS Employer
 Jurisdictions of                                      Identification No.)
 Incorporation)   
  
                  One Great Lakes Boulevard, P.O. Box 2200 
                       West Lafayette, Indiana 47906 
         (Address of Principal Executive Offices including Zip Code) 
  
 Registrant's telephone number, including area code:     (765) 497-6100 
    
 ITEM 2.   Acquisition or Disposition of Assets. 
  
      Pursuant to a previously announced spin off (the "Spin Off") of all of
 the outstanding shares of common stock of Octel Corp. ("Octel"), Great
 Lakes' shareholders of record on May 15, 1998 received one share of Octel
 common stock for every four shares of Great Lakes' common stock held by the
 shareholder on such date.  The Spin Off was effective on May 22, 1998.  As
 a result of the Spin Off, Octel became an independent publicly held
 company.  Octel and its affiliates own and operate substantially all of the
 businesses which formerly comprised Great Lakes' Petroleum Additives
 Business Unit.  
  
 ITEM 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
           (a) Not applicable. 
  
           (b) It is impracticable at this time for the Company to provide
 all of the financial statements that are required to be included herein. 
 The Company hereby undertakes to file such required financial statements as
 soon as practicable, but in no event later than sixty (60) days following
 the date on which this report on Form 8-K is required to be filed. 
  
           (c) Exhibits. 
  
           99.1 Press Release, dated May 7, 1998. 
  
           99.2 Press Release, dated May 27, 1998 




                                 SIGNATURES 
  
      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 
  
  
  
 Dated:  June 5, 1998               By /s/  Robert T. Jeffares
                                      ----------------------------------
                                    Name:  Robert T. Jeffares 
                                    Title: Executive Vice President 
                                             and Chief Financial Officer



                               Exhibit Index 
  
 Exhibit Number      Exhibit Description  
  
 99.1                Press Release, dated May 7, 1998. 
  
 99.2                Press Release, dated May 27, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3285}]
{"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": "98643009"}, "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, D.C. 20549 
  
                                  FORM 8-K 
  
                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934
  
 Date of Report (Date of earliest event reported):  May 22, 1998 
  
                      Great Lakes Chemical Corporation           
           (Exact same of registrant as specified is its charter) 
  
    Delaware                      1-6450                   95-1765035
 ------------------         ---------------------      -------------------
 (State or Other            (Commission File No.)        (IRS Employer
 Jurisdictions of                                      Identification No.)
 Incorporation)   
  
                  One Great Lakes Boulevard, P.O. Box 2200 
                       West Lafayette, Indiana 47906 
         (Address of Principal Executive Offices including Zip Code) 
  
 Registrant's telephone number, including area code:     (765) 497-6100 
    
 ITEM 2.   Acquisition or Disposition of Assets. 
  
      Pursuant to a previously announced spin off (the "Spin Off") of all of
 the outstanding shares of common stock of Octel Corp. ("Octel"), Great
 Lakes' shareholders of record on May 15, 1998 received one share of Octel
 common stock for every four shares of Great Lakes' common stock held by the
 shareholder on such date.  The Spin Off was effective on May 22, 1998.  As
 a result of the Spin Off, Octel became an independent publicly held
 company.  Octel and its affiliates own and operate substantially all of the
 businesses which formerly comprised Great Lakes' Petroleum Additives
 Business Unit.  
  
 ITEM 7.   Financial Statements, Pro Forma Financial Information and
           Exhibits. 
  
           (a) Not applicable. 
  
           (b) It is impracticable at this time for the Company to provide
 all of the financial statements that are required to be included herein. 
 The Company hereby undertakes to file such required financial statements as
 soon as practicable, but in no event later than sixty (60) days following
 the date on which this report on Form 8-K is required to be filed. 
  
           (c) Exhibits. 
  
           99.1 Press Release, dated May 7, 1998. 
  
           99.2 Press Release, dated May 27, 1998 

                                 SIGNATURES 
  
      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 
  
  
  
 Dated:  June 5, 1998               By /s/  Robert T. Jeffares
                                      ----------------------------------
                                    Name:  Robert T. Jeffares 
                                    Title: Executive Vice President 
                                             and Chief Financial Officer

                               Exhibit Index 
  
 Exhibit Number      Exhibit Description  
  
 99.1                Press Release, dated May 7, 1998. 
  
 99.2                Press Release, dated May 27, 1998.