Edgar Filing: GOTTWALD JOHN D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOTTWALD JOHN D

2. Issuer Name and Ticker or Trading Symbol
ALBEMARLE CORP [ALB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1100 BOULDERS PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2005

(Street)

RICHMOND, VA 23225

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2005		G	V	656	D	$ 0	478,175	D
Common Stock								913,605	I	Held by Westham Partners, L.P., reporting person is a limited partner & general partner.*
Common Stock								500,000	I	Held as co-trustee fbo reporting person's family (among others) u/w Floyd D. Gottwald.*
Common Stock								22,843	I	Held by WM Gottwald, trustee Samuel S. Gottwald's Crummey Trust u/a dtd 1/3/89* ⁽¹⁾
Common Stock								23,148	I	Held by WM Gottwald, trustee Samuel S. Gottwald's Crummey Trust u/a dtd 1/3/89* ⁽¹⁾
Common Stock								7,936	I	Held by Samuel S. Gottwald
Common Stock								799	I	Held as custodian for son, James Christian Gottwald*
Common Stock								3,226	I	Held by WM Gottwald as trustee fbo James Christian Gottwald u/a dtd 10/20/87*
Common Stock								5,374	I	Held by WM Gottwald as trustee fbo James Christian Gottwald u/a dtd 12/21/87*
Common Stock								22,843	I	Held by WM Gottwald, trustee James Christian Gottwald Crummey Trust u/a dtd 1/3/89* ⁽¹⁾
Common Stock								23,148	I	Held by WM Gottwald, trustee James Christian Gottwald Crummey Trust u/a dtd 1/3/89* ⁽¹⁾
Common Stock								9,147	I	Held by WM Gottwald, trustee of James Christian Gottwald's Gallo Trust u/a dtd 1/3/89*
Common Stock								13,225	I	Held by WM Gottwald trustee of Charles Houston Gottwald Gallo Trust u/a dtd 9/5/89*
Common Stock								22,755	I	Held by WM Gottwald trustee Charles Houston Gottwald Crummey Trust u/a dtd 9/5/89* ⁽¹⁾
Common Stock								23,060	I	Held by WM Gottwald trustee Charles Houston Gottwald Crummey Trust u/a dtd 9/5/89* ⁽¹⁾
Common Stock								4,424	I	Held by WM Gottwald trustee fbo Charles Houston Gottwald u/a dtd 10/18/89*
Common Stock								25,100	I	Held by WM Gottwald trustee Margaret Addison Gottwald Crummey Trust u/a dtd 3/9/92* ⁽¹⁾
Common Stock								25,386	I	Held by WM Gottwald trustee Margaret Addison Gottwald Crummey Trust u/a dtd 3/9/92* ⁽¹⁾
Common Stock								25,691	I	Held by WM Gottwald trustee Margaret Addison Gottwald Crummey Trust u/a dtd 3/9/92* ⁽¹⁾
Common Stock								85,855	I	Held as co-trustee fbo (among others) reporting person's family u/a dtd 12/16/91* ⁽⁴⁾
Common Stock								88,725	I	Held by me and James T. Gottwald, trustees fbo reporting person's children* ⁽⁴⁾
Common Stock								37,170	I	Held by me and James T. Gottwald as co-trustees WM Gottwald Jr's Crummey Trust u/a dtd 10/13/83* ⁽⁴⁾
Common Stock								26,760	I	Held as trustee WM Gottwald Jr.'s Crummey Trust u/a dtd 1/3/89* ⁽²⁾
Common Stock								27,065	I	Held as trustee WM Gottwald Jr.'s Crummey Trust u/a dtd 1/3/89* ⁽²⁾
Common Stock								26,760	I	Held as trustee Elizabeth I. Gottwald's Crummey Trust u/a dtd 1/3/89* ⁽²⁾
Common Stock								27,065	I	Held as trustee Elizabeth I. Gottwald's Crummey Trust u/a dtd 1/3/89* ⁽²⁾
Common Stock								5,374	I	Held by William M. Gottwald as trustee fbo Samuel S. Gottwald u/a dtd 12/21/87 ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOTTWALD JOHN D 1100 BOULDERS PARKWAY RICHMOND, VA 23225	X

Signatures

Nicole C. Daniel, attorney in fact		01/03/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	16,975 shares held of record by Westham Partners, L.P.*
(2)	18,900 held of record by Westham Partners, L.P.*
(3)	Additional Indirect Holdings: 16,660 Held as co-trustee of Elizabeth I. Gottwald's Crummey Trust u/a dtd 3/28/85.* All shares held of record by Westham Partners, L.P.* 27,845 Held by me and James T. Gottwald as trustee for the William M. Gottwald Trust dtd 8/18/90.* 9,526 Held by me and William M. Gottwald as trustees fbo James Matthew Gottwald u/a dtd 12/1/81.* 5,486 Held by me and William M. Gottwald as trustees fbo Sarah Wren Gottwald u/a dtd 3/1/83.* 5,236 Held by me as custodian for son, Samuel S. Gottwald.* ; 17,508 shares held by spouse. Portion of shares held of record by Westham Partners, L.P. Reporting person disclaims beneficial ownership.
(4)	All shares held of record by Westham Partners, L.P.

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