[DESCRIPTION] Albemarle Corporation S-8


<PAGE>1
              As filed with the Securities and Exchange
                    Commission on July 20, 1999
                 Registration Statement No. 333-_________


                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                       ____________________

                             FORM S-8
                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                       ____________________

                       ALBEMARLE CORPORATION
        (Exact name of Registrant as specified in its Charter)

     Virginia                                         54-1692118
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                Identification Number)

                       330 South Fourth Street
                      Richmond, Virginia  23219
     (Address of principal executive office, including zip code)

                        ALBEMARLE CORPORATION
                         1998 INCENTIVE PLAN
                       (Full title of the Plan)
                        ____________________

                        E. Whitehead Elmore, Esq.
                   Senior Vice President, Secretary and
                           General Counsel
                        Albemarle Corporation
                       330 South Fourth Street
                       Richmond, Virginia  23219
                             804-788-6000
    (Name, address and telephone number, including area code, of
      agent for service)

                           With copy to:

                         Allen C. Goolsby, Esq.
                          Hunton & Williams
                      Riverfront Plaza, East Tower
                        951 East Byrd Street
                    Richmond, Virginia 23219-4074
                             804-788-8200
                        ____________________

                   CALCULATION OF REGISTRATION FEE


Title of                          Proposed       Proposed maximum
securities                        maximum        aggregate        Amount of
to be            Amount to be     offering price offering         registration
registered       registered       per share (1)  price (1)        fee

Common Stock     3,000,000 shares $ 19.5 (1)     $ 58,500,000     $ 16,263

     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) under the Securities Act of 1933 on the basis of $19.5
per share, which was the average of the high and low prices
of the Common Stock on the New York Stock Exchange on July 16,
1999, as reported in the Wall Street Journal.

<PAGE>2
                          PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.

     Not required to be filed with the Commission.


                          PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Albemarle Corporation (the
"Company") with the Commission (file No. 1-12658) are
incorporated herein by reference and made a part hereof:  (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; (ii)the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999; (iii) the Company's
Current Report on Form 8-K dated April 16, 1999, filed on April
19, 1999; (iv) the description of the Company's Common Stock (the
"Common Stock") contained in a registration statement on Form 10,
dated December 7, 1993, as amended on December 22, 1993 and
February 11, 1994, filed under the Securities Exchange Act of
1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Virginia Stock Corporation Act permits, and the
Company's Articles of Incorporation (the "Articles") require,
indemnification of the Company's officers and directors in a
variety of circumstances which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act").  Under
section 13.1-697 and 13.1-702 of the Virginia Stock Corporation
Act, a Virginia corporation is generally authorized to indemnify
its directors or officers in civil or criminal actions if they
acted in good faith and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful.  The
Company's Articles require indemnification of any person with
respect to certain liabilities incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company a director or officer or (ii) his
service as a director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the case of
willful misconduct or knowing violation of criminal law.  In
addition, the Company carries insurance on behalf of directors
and officers that may cover liabilities under the Securities Act.
As permitted by the Virginia Stock Corporation Act, the Company's
Articles provide that in any proceeding brought by a shareholder
of the Company in the right of the Company or brought by or on
behalf of  shareholders of the Company, no director or officer of
the Company shall be liable to the Company or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct, whether prior or subsequent to the
effective date of such Articles, except for liability resulting
from such person having engaged in willful misconduct or knowing
violation of the criminal law or any federal or state securities
law. Section 13.1-692.1 of the Virginia Stock Corporation Act
presently permits the elimination of liability of directors and
officers in any proceeding brought by or on behalf of
stockholders of the Company, except for liability resulting from
a person's having engaged in willful misconduct or knowing
violation of the criminal law or any federal or state securities
law, including, without limitation, any unlawful insider trading
or manipulation of the market for any security.  Sections
13.1-692.1 and 13.1-696 to -704 of the Virginia Stock Corporation
Act are hereby incorporated by reference herein.

<PAGE>3
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS.

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

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Exhibit 3.1 of the Company's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1994
     (No. 1-12658)).

4.2  Amended By-laws of the Company (Incorporated herein by
     reference from Exhibit 28.1 to the Company's Quarterly Report on
     Form 10-Q for the quarter ended September 30, 1997
     (No. 1-12658)).

4.3  Albemarle Corporation 1998 Incentive Plan (Incorporated
     herein by reference from an exhibit to the Company's Definitive
     Schedule 14A for 1998 Annual Meeting of Shareholders
     (No. 1-12658)).

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion filed
     as Exhibit 5 to the Registration Statement).

23.2 Consent of PricewaterhouseCoopers LLP.

24   Power of Attorney (included on signature page).

Item 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
               sales are 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, as amended (the"Securities Act");

               (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, represent a
                    fundamental change in the information set forth
                    in the registration statement.  Notwithstanding
                    the foregoing, any increase or decrease in volume
                    of securities offered (if the total dollar
                    value of securities offered would not exceed that
                    which was registered) and any deviation from the
                    low or high end of the estimated maximum offering
                    range may be reflected in the form of prospectus
                    filed with the Commission pursuant to Rule 424(b) if,
                    in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    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 in 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 the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

          2.   That, for the purpose of determining any liability
under the Securities Act, 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)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act, and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>4
                          SIGNATURES

     Pursuant to the requirements of the Securities Act, the
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 the City
of Richmond, Commonwealth of Virginia, on this 20th day of July,
1999.


                    ALBEMARLE CORPORATION
                        (Registrant)



                     By:    /s/  Floyd D. Gottwald, Jr.
                         ------------------------------
                          Floyd D. Gottwald, Jr.
                          Chairman of the Board of Directors,
                          Chairman of the Executive Committee
                          and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 20th day of July, 1999.  Each
person whose signature appears below hereby authorizes either
agent for service named in the registration statement to execute
in the name of each such person, and to file, any amendment,
including any post-effective amendment, to the registration
statement making such changes in the registration statement as
the registrant deems appropriate, and appoints such agent for
service as attorney-in-fact to sign on his behalf individually
and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement.

Signature              Title
----------          ------------

By:  /s/ Floyd D. Gottwald, Jr.
     ---------------------------
       Floyd D. Gottwald, Jr.

     Chairman of the Board of Directors, Chairman of the
     Executive Committee, and Chief Executive Officer


By:  /s/ Dirk Betlem
    ----------------------------
        Dirk Betlem

    President, Chief Operating Officer and Director


By:  /s/ Charles B. Walker
    ----------------------------
        Charles B. Walker

    Vice Chairman of the Board of Directors, Chief Financial Officer
     and Director


By:  /s/ Robert G. Kirchhoefer
    ----------------------------
       Robert G. Kirchhoefer

    Principal Accounting Officer


By:   /s/ John D. Gottwald
     ----------------------------
        John D. Gottwald

     Director


By:  /s/Andre' B. Lacy
     ----------------------------
        Andre' B. Lacy

     Director


By:  /s/ Emmett J. Rice
    -----------------------------
        Emmett J. Rice

    Director


By:  /s/ Craig R. Anderson
    -----------------------------
        Craig R. Anderson

    Director


By:  /s/ Seymour S. Preston III
    -----------------------------
       Seymour S. Preston III

    Director


By: /s/ Charles E. Stewart
   -------------------------------
       Charles E. Stewart

   Director


By:  /s/ Anne Marie Wittemore
    ------------------------------
        Anne Marie Wittemore

    Director

<PAGE>5
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC 20549


                        ____________________







                              EXHIBITS

                             filed with

                       REGISTRATION STATEMENT

                                 on

                              FORM S-8

                                UNDER

                     THE SECURITIES ACT OF 1933


                        ____________________







                        ALBEMARLE CORPORATION
                         1998 INCENTIVE PLAN
                       (full title of the plan)





                  EXHIBIT INDEX                      Page No.

4.1  Articles of Incorporation of the Company (Incorporated
herein by reference from Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994
(No. 1-12658)).

4.2  Amended By-laws of the Company (Incorporated herein by
reference from Exhibit 28.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997
(No. 1-12658)).

4.3  Albemarle Corporation 1998 Incentive Plan (Incorporated
herein by reference from an exhibit to the Company's Definitive
Schedule 14A for 1998 Annual Meeting of Shareholders
(No. 1-12658)).

5    Opinion of Hunton & Williams.

23.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5 to the Registration Statement).

23.2 Consent of PricewaterhouseCoopers LLP.

24   Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17938}]
{"company-data": {"conformed-name": "ALBEMARLE CORP", "cik": "0000915913", "assigned-sic": "2821", "irs-number": "541692118", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83237", "film-number": "99667001"}, "business-address": {"street1": "330 SOUTH FOURTH STREET", "street2": "P O BOX 1335", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "504-388-74"}, "mail-address": {"street1": "451 FLORIDA STREET", "city": "BATON ROUGE", "state": "LA", "zip": "70801"}, "former-company": {"former-conformed-name": "ECHEM INC", "date-changed": "19931208"}}
[DESCRIPTION] Albemarle Corporation S-8
1
              As filed with the Securities and Exchange
                    Commission on July 20, 1999
                 Registration Statement No. 333-_________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                       ____________________

                             FORM S-8
                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                       ____________________

                       ALBEMARLE CORPORATION
        (Exact name of Registrant as specified in its Charter)

     Virginia                                         54-1692118
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                Identification Number)

                       330 South Fourth Street
                      Richmond, Virginia  23219
     (Address of principal executive office, including zip code)

                        ALBEMARLE CORPORATION
                         1998 INCENTIVE PLAN
                       (Full title of the Plan)
                        ____________________

                        E. Whitehead Elmore, Esq.
                   Senior Vice President, Secretary and
                           General Counsel
                        Albemarle Corporation
                       330 South Fourth Street
                       Richmond, Virginia  23219
                             804-788-6000
    (Name, address and telephone number, including area code, of
      agent for service)

                           With copy to:

                         Allen C. Goolsby, Esq.
                          Hunton & Williams
                      Riverfront Plaza, East Tower
                        951 East Byrd Street
                    Richmond, Virginia 23219-4074
                             804-788-8200
                        ____________________

                   CALCULATION OF REGISTRATION FEE

Title of                          Proposed       Proposed maximum
securities                        maximum        aggregate        Amount of
to be            Amount to be     offering price offering         registration
registered       registered       per share (1)  price (1)        fee

Common Stock     3,000,000 shares $ 19.5 (1)     $ 58,500,000     $ 16,263

     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) under the Securities Act of 1933 on the basis of $19.5
per share, which was the average of the high and low prices
of the Common Stock on the New York Stock Exchange on July 16,
1999, as reported in the Wall Street Journal.
2
                          PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.

     Not required to be filed with the Commission.

                          PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Albemarle Corporation (the
"Company") with the Commission (file No. 1-12658) are
incorporated herein by reference and made a part hereof:  (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; (ii)the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999; (iii) the Company's
Current Report on Form 8-K dated April 16, 1999, filed on April
19, 1999; (iv) the description of the Company's Common Stock (the
"Common Stock") contained in a registration statement on Form 10,
dated December 7, 1993, as amended on December 22, 1993 and
February 11, 1994, filed under the Securities Exchange Act of
1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Virginia Stock Corporation Act permits, and the
Company's Articles of Incorporation (the "Articles") require,
indemnification of the Company's officers and directors in a
variety of circumstances which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act").  Under
section 13.1-697 and 13.1-702 of the Virginia Stock Corporation
Act, a Virginia corporation is generally authorized to indemnify
its directors or officers in civil or criminal actions if they
acted in good faith and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful.  The
Company's Articles require indemnification of any person with
respect to certain liabilities incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company a director or officer or (ii) his
service as a director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the case of
willful misconduct or knowing violation of criminal law.  In
addition, the Company carries insurance on behalf of directors
and officers that may cover liabilities under the Securities Act.
As permitted by the Virginia Stock Corporation Act, the Company's
Articles provide that in any proceeding brought by a shareholder
of the Company in the right of the Company or brought by or on
behalf of  shareholders of the Company, no director or officer of
the Company shall be liable to the Company or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct, whether prior or subsequent to the
effective date of such Articles, except for liability resulting
from such person having engaged in willful misconduct or knowing
violation of the criminal law or any federal or state securities
law. Section 13.1-692.1 of the Virginia Stock Corporation Act
presently permits the elimination of liability of directors and
officers in any proceeding brought by or on behalf of
stockholders of the Company, except for liability resulting from
a person's having engaged in willful misconduct or knowing
violation of the criminal law or any federal or state securities
law, including, without limitation, any unlawful insider trading
or manipulation of the market for any security.  Sections
13.1-692.1 and 13.1-696 to -704 of the Virginia Stock Corporation
Act are hereby incorporated by reference herein.
3
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS.

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

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Exhibit 3.1 of the Company's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1994
     (No. 1-12658)).

4.2  Amended By-laws of the Company (Incorporated herein by
     reference from Exhibit 28.1 to the Company's Quarterly Report on
     Form 10-Q for the quarter ended September 30, 1997
     (No. 1-12658)).

4.3  Albemarle Corporation 1998 Incentive Plan (Incorporated
     herein by reference from an exhibit to the Company's Definitive
     Schedule 14A for 1998 Annual Meeting of Shareholders
     (No. 1-12658)).

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion filed
     as Exhibit 5 to the Registration Statement).

23.2 Consent of PricewaterhouseCoopers LLP.

24   Power of Attorney (included on signature page).

Item 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
               sales are 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, as amended (the"Securities Act");

               (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, represent a
                    fundamental change in the information set forth
                    in the registration statement.  Notwithstanding
                    the foregoing, any increase or decrease in volume
                    of securities offered (if the total dollar
                    value of securities offered would not exceed that
                    which was registered) and any deviation from the
                    low or high end of the estimated maximum offering
                    range may be reflected in the form of prospectus
                    filed with the Commission pursuant to Rule 424(b) if,
                    in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    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 in 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 the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

          2.   That, for the purpose of determining any liability
under the Securities Act, 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)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act, and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
                          SIGNATURES

     Pursuant to the requirements of the Securities Act, the
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 the City
of Richmond, Commonwealth of Virginia, on this 20th day of July,
1999.

                    ALBEMARLE CORPORATION
                        (Registrant)

                     By:    /s/  Floyd D. Gottwald, Jr.
                         ------------------------------
                          Floyd D. Gottwald, Jr.
                          Chairman of the Board of Directors,
                          Chairman of the Executive Committee
                          and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 20th day of July, 1999.  Each
person whose signature appears below hereby authorizes either
agent for service named in the registration statement to execute
in the name of each such person, and to file, any amendment,
including any post-effective amendment, to the registration
statement making such changes in the registration statement as
the registrant deems appropriate, and appoints such agent for
service as attorney-in-fact to sign on his behalf individually
and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement.

Signature              Title
----------          ------------

By:  /s/ Floyd D. Gottwald, Jr.
     ---------------------------
       Floyd D. Gottwald, Jr.

     Chairman of the Board of Directors, Chairman of the
     Executive Committee, and Chief Executive Officer

By:  /s/ Dirk Betlem
    ----------------------------
        Dirk Betlem

    President, Chief Operating Officer and Director

By:  /s/ Charles B. Walker
    ----------------------------
        Charles B. Walker

    Vice Chairman of the Board of Directors, Chief Financial Officer
     and Director

By:  /s/ Robert G. Kirchhoefer
    ----------------------------
       Robert G. Kirchhoefer

    Principal Accounting Officer

By:   /s/ John D. Gottwald
     ----------------------------
        John D. Gottwald

     Director

By:  /s/Andre' B. Lacy
     ----------------------------
        Andre' B. Lacy

     Director

By:  /s/ Emmett J. Rice
    -----------------------------
        Emmett J. Rice

    Director

By:  /s/ Craig R. Anderson
    -----------------------------
        Craig R. Anderson

    Director

By:  /s/ Seymour S. Preston III
    -----------------------------
       Seymour S. Preston III

    Director

By: /s/ Charles E. Stewart
   -------------------------------
       Charles E. Stewart

   Director

By:  /s/ Anne Marie Wittemore
    ------------------------------
        Anne Marie Wittemore

    Director
5
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC 20549

                        ____________________

                              EXHIBITS

                             filed with

                       REGISTRATION STATEMENT

                                 on

                              FORM S-8

                                UNDER

                     THE SECURITIES ACT OF 1933

                        ____________________

                        ALBEMARLE CORPORATION
                         1998 INCENTIVE PLAN
                       (full title of the plan)

                  EXHIBIT INDEX                      Page No.

4.1  Articles of Incorporation of the Company (Incorporated
herein by reference from Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994
(No. 1-12658)).

4.2  Amended By-laws of the Company (Incorporated herein by
reference from Exhibit 28.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997
(No. 1-12658)).

4.3  Albemarle Corporation 1998 Incentive Plan (Incorporated
herein by reference from an exhibit to the Company's Definitive
Schedule 14A for 1998 Annual Meeting of Shareholders
(No. 1-12658)).

5    Opinion of Hunton & Williams.

23.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5 to the Registration Statement).

23.2 Consent of PricewaterhouseCoopers LLP.

24   Power of Attorney (included on signature page).