Page 1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                                   FORM 10-Q


[X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934


For Quarterly Period Ended March 31, 2001

        OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For Transition  Period from ___________  to __________


Commission File Number 1-12658


                             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 No.)

330 SOUTH FOURTH STREET
P. O. BOX 1335
RICHMOND, VIRGINIA                                    23210
---------------------------------------       -------------------
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code - (804) 788-6000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                 Yes  X                                   No
                     ---                                     ---

Number of shares of common stock,  $.01 par value,  outstanding  as of March 31,
2001: 45,872,473


Page 2

ALBEMARLE CORPORATION

                                    I N D E X

                                                                        Page
                                                                       Number
                                                                       ------

PART I. FINANCIAL INFORMATION

  ITEM 1. Financial Statements

          Consolidated Balance Sheets - March 31, 2001 and
          December 31, 2000 .........................................   3-4

          Consolidated Statements of Income - Three
          Months Ended March 31, 2001 and 2000 ......................    5

          Consolidated Statements of Comprehensive Income - Three
          Months Ended March 31, 2001 and 2000 ......................    6

          Condensed Consolidated Statements of Cash Flows -
          Three Months Ended March 31, 2001 and 2000 ................    7

          Notes to the Consolidated Financial Statements ............   8-10

  ITEM 2. Management's Discussion and Analysis of Results
          of Operations and Financial Condition, Additional
          Information, and Recent Developments ......................   11-14

  ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.    15

PART II. OTHER INFORMATION

  ITEM 3. Legal Proceedings .........................................    15

  ITEM 4. Submission of Matters to a Vote of Security Holders .......    15

  ITEM 6. Exhibits and Reports on Form 8-K ..........................    15

SIGNATURES ..........................................................    16








Page 3



PART I - FINANCIAL INFORMATION
------------------------------

  ITEM 1.  Financial Statements
           --------------------


                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                          ----------------------------
                             (Dollars In Thousands)
                             ----------------------



                                                                           March 31, 2001          December 31, 2000
                                                                        --------------------     ---------------------
                                                                            (Unaudited)
                                    ASSETS

                                                                                           
Current assets:
Cash and cash equivalents                                               $           14,565       $           19,300
Accounts receivable, less allowance for doubtful
    accounts (2001 - $2,783;  2000 - $2,119)                                       167,084                  174,297
      Inventories:
          Finished goods                                                            80,922                   79,143
          Raw materials                                                             12,343                   10,804
          Stores, supplies and other                                                18,274                   17,471
                                                                        -------------------      -------------------
                                                                                   111,539                  107,418
      Deferred income taxes and prepaid expenses                                    12,624                   14,139
                                                                        -------------------      -------------------
          Total current assets                                                     305,812                  315,154
                                                                        -------------------      -------------------
Property, plant and equipment, at cost                                           1,332,167                1,326,534
      Less accumulated depreciation and amortization                               849,764                  836,460
                                                                        -------------------      -------------------
          Net property, plant and equipment                                        482,403                  490,074
Prepaid pension assets                                                             115,957                  111,537
Other assets and deferred charges                                                   46,176                   42,583
Goodwill and other intangibles, net of amortization                                 21,346                   22,455
                                                                        -------------------      -------------------
Total assets                                                            $          971,694       $          981,803
                                                                        ===================      ===================





        See accompanying notes to the consolidated financial statements.



Page 4

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                             (Dollars In Thousands)
                             ----------------------



                                                                           March 31, 2001         December 31, 2000
                                                                        -------------------      -------------------
                                                                            (Unaudited)
                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                                           
Current liabilities:
      Accounts payable                                                  $           65,601       $           72,296
      Long-term debt, current portion                                                  290                      299
      Accrued expenses                                                              44,492                   56,932
      Dividends payable                                                             11,923                    5,956
      Income taxes payable                                                          17,224                    6,633
                                                                        -------------------       ------------------
          Total current liabilities                                                139,530                  142,116
                                                                        -------------------       ------------------
Long-term debt                                                                      87,384                   97,681
Other noncurrent liabilities                                                        85,578                   83,496
Deferred income taxes                                                               93,066                   99,603
Shareholders' equity:
     Common stock, $.01 par value, issued and outstanding-
        45,872,473 in 2001 and 45,823,743 in 2000                                      459                      458
     Additional paid-in capital                                                     57,901                   57,223
     Accumulated other comprehensive (loss)                                        (18,760)                 (14,688)
     Retained earnings                                                             526,536                  515,914
                                                                       --------------------      ------------------
          Total shareholders' equity                                               566,136                  558,907
                                                                       --------------------      ------------------
Total liabilities and shareholders' equity                             $           971,694       $          981,803
                                                                       ====================      ==================





         See accompanying notes to the consolidated financial statements.


Page 5

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
                     (In Thousands Except Per-Share Amounts)
                     ---------------------------------------
                                   (Unaudited)



                                                                                 Three Months Ended March 31,
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
                                                                                           
Net sales                                                               $          224,410        $         235,480
Cost of goods sold                                                                 164,955                  160,878
                                                                        -------------------       ------------------
    Gross profit                                                                    59,455                   74,602
Selling, general and administrative expenses                                        22,704                   26,186
Research and development expenses                                                    5,777                    6,248
                                                                        -------------------       ------------------
    Operating profit                                                                30,974                   42,168
Interest and financing expenses                                                     (1,069)                  (1,767)
Other income, net                                                                    1,582                      973
                                                                        -------------------       ------------------
Income before income taxes                                                          31,487                   41,374
Income taxes                                                                         8,942                   12,826
                                                                        -------------------       ------------------
Net income                                                              $           22,545        $          28,548
                                                                        ===================       ==================
Basic earnings per share                                                $             0.49        $            0.62
                                                                        ===================       ==================
Diluted earnings per share                                              $             0.48        $            0.61
                                                                        ===================       ==================
Cash dividends declared per share of common stock                       $             0.26        $            0.11
                                                                        ===================       ==================





        See accompanying notes to the consolidated financial statements.



Page 6

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                -----------------------------------------------
                             (Dollars In Thousands)
                             ----------------------
                                  (Unaudited)



                                                                                 Three Months Ended March 31,
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
                                                                                            
Net income                                                              $           22,545        $          28,548
Other comprehensive (loss) income,  net of tax:
   Unrealized (loss) gain on securities available for sale                            (271)                     (22)
   Foreign currency translation adjustments                                         (3,801)                  (4,242)
                                                                        -------------------       ------------------
Other comprehensive (loss) income                                                   (4,072)                  (4,264)
                                                                        -------------------       ------------------
Comprehensive income                                                    $           18,473        $          24,284
                                                                        ===================       ==================





        See accompanying notes to the consolidated financial statements.





Page 7

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                             (Dollars In Thousands)
                              --------------------
                                  (Unaudited)



                                                                                Three Months Ended March 31,
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
                                                                                            
Cash and cash equivalents at beginning of year                          $           19,300        $          48,621
Cash flows from operating activities:
   Net income                                                                       22,545                   28,548
   Adjustments to reconcile net income to cash flows
        from operating activities:
      Depreciation and amortization                                                 18,445                   18,150
      Working capital increase excluding cash and cash
        equivalents                                                                 (8,759)                  (3,466)
      Other, net                                                                      (795)                    (855)
                                                                        -------------------       ------------------
        Net cash provided from operating activities                                 31,436                   42,377
                                                                        -------------------       ------------------
Cash flows from investing activities:
   Capital expenditures                                                            (14,469)                 (13,509)
   Investments in joint ventures and nonmarketable securities                       (6,143)                     (96)
   Other, net                                                                           22                    1,283
                                                                        -------------------       ------------------
        Net cash used in investing activities                                      (20,590)                 (12,322)
                                                                        -------------------       ------------------
Cash flows from financing activities:
   Repayments of long-term debt                                                     (9,216)                 (44,700)
   Dividends paid                                                                   (5,956)                  (4,635)
   Purchases of common stock                                                             -                   (7,972)
   Proceeds from exercise of stock options                                             591                       16
                                                                        -------------------       ------------------
        Net cash used in financing activities                                      (14,581)                 (57,291)
                                                                        -------------------       ------------------
Net effect of foreign exchange on cash and cash
    equivalents                                                                     (1,000)                      (7)
                                                                        -------------------       ------------------
(Decrease) in cash and cash equivalents                                             (4,735)                 (27,243)
                                                                        -------------------       ------------------
Cash and cash equivalents at end of period                              $           14,565        $          21,378
                                                                        ===================       ==================





        See accompanying notes to the consolidated financial statements.



Page 8

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
               (In Thousands Except Share and Per-Share Amounts)
                                  (Unaudited)

1. In  the  opinion  of  management,  the  accompanying  consolidated  financial
statements  of  Albemarle  Corporation  and  Subsidiaries  ("Albemarle"  or "the
Company")  contain all adjustments  necessary to present fairly, in all material
respects,  the Company's  consolidated  financial position as of March 31, 2001,
and December 31, 2000, the consolidated  results of operations and comprehensive
income for the three-month periods ended March 31, 2001, and 2000, and condensed
consolidated  cash flows for the  three-month  periods ended March 31, 2001, and
2000. All adjustments are of a normal and recurring nature.  These  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements  and notes thereto  included in the Company's  2000 Annual
Report  & Form  10-K  filed  on  February  28,  2001.  The  December  31,  2000,
consolidated  balance sheet data was derived from audited financial  statements,
but does not include all disclosures  required by generally accepted  accounting
principles. The results of operations for the three-month period ended March 31,
2001, are not necessarily  indicative of the results to be expected for the full
year. Certain amounts in the accompanying  consolidated financial statements and
notes thereto have been reclassified to conform to the current presentation.


2. Long-term debt consists of the following:



                                        March 31,             December 31,
                                          2001                    2000
                                  --------------------    --------------------
                                                    
Variable-rate bank loans          $            60,400     $            70,000
Foreign borrowings                             15,241                  15,916
Industrial revenue bonds                       11,000                  11,000
Miscellaneous                                   1,033                   1,064
                                  --------------------    --------------------
    Total                                      87,674                  97,980
Less amounts due within one year                  290                     299
                                  --------------------    --------------------
    Long-term debt                $            87,384     $            97,681
                                  ====================    ====================




3. Cost of goods sold includes  foreign exchange  transaction  (losses) gains of
($502)  and  $419  for  the  three-months   ended  March  31,  2001,  and  2000,
respectively.

4. Cash  dividends  declared for the  three-month  period  ending March 31, 2001
totaled $0.26 per share which included a dividend of $0.13 per share declared on
February 28,  2001,  payable  April 1, 2001,  as well as a dividend of $0.13 per
share declared March 28, 2001, payable July 1, 2001.



Page 9

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
                (In Thousands Except Share and Per-Share Amounts)
                                   (Unaudited)

5. Basic and diluted earnings per share for the three-month  periods ended March
31, 2001, and 2000, are calculated as follows:



                                                                                 Three Months Ended March, 31
                                                                        --------------------------------------------
                                                                               2001                      2000
                                                                        -------------------       ------------------
                                                                                            
Basic earnings per share
 Numerator:
    Income available to stockholders, as reported                       $           22,545        $          28,548
                                                                        -------------------       ------------------
 Denominator:
    Average number of shares of common stock
     outstanding                                                                    45,838                   46,084
                                                                        -------------------       ------------------
 Basic earnings per share                                               $             0.49        $            0.62
                                                                        ===================       ==================
Diluted earnings per share
 Numerator:
    Income available to stockholders, as reported                       $           22,545        $          28,548
                                                                        -------------------       ------------------
 Denominator:
    Average number of shares of common stock
     outstanding                                                                    45,838                   46,084
    Shares issuable upon exercise of stock options                                     848                      454
                                                                        -------------------       ------------------
 Total shares                                                                       46,686                   46,538
                                                                        -------------------       ------------------
 Diluted earnings per share                                             $             0.48        $            0.61
                                                                        ===================       ==================



6. On January 1, 2001, the Company adopted Financial  Accounting Standards Board
("FASB")  No.  133,   "Accounting   for  Derivative   Instruments   and  Hedging
Activities". The Company's transition adjustment will not have a material effect
on the financial  position or results of operations in 2001. In connection  with
the  adoption  of  FASB  No. 133,  the  Company  elected  not to  utilize  hedge
accounting.   Consequently,  changes  in  the  fair  value  of  derivatives  are
recognized in the Company's statement of operations.



Page 10

                     ALBEMARLE CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
                (In Thousands Except Share and Per-Share Amounts)
                                   (Unaudited)

7. The significant  differences  between the U.S.  Federal  statutory income tax
rate on pretax  income and the  effective  income  tax rate for the  three-month
periods ended March 31, 2001 and 2000, respectively are as follows:



                                                          % of Income Before Income Taxes
                                              ------------------------------------------------------
                                                            Three Months Ended March 31,
                                               ----------------------------------------------------
                                                          2001                      2000
                                                  --------------------      --------------------
                                                                                  
        Federal statutory rate                                35.0%                     35.0%
        Foreign sales corporation benefit                     (2.5)                     (1.5)
        State taxes, net of federal tax benefit                1.0                       0.6
        Depletion                                             (1.4)                     (0.9)
        Reversal of valuation allowance                       (3.3)                       -
        Other                                                 (0.4)                     (2.2)
                                                  --------------------      --------------------
        Effective income tax rate                             28.4%                     31.0%
                                                  ====================      ====================



During the first  quarter of 2001,  the Company  released a valuation  allowance
required  on a  deferred  tax  asset  related  to the  Company's  facilities  in
Louvain-la-Neuve,  Belgium,  which was  established  in 1996 when the  Company's
Olefins Businesses were sold.

8. The Company is a global manufacturer of specialty polymer and fine chemicals,
currently  grouped  into two  operating  segments:  Polymer  Chemicals  and Fine
Chemicals.   The  operating   segments  were  determined   based  on  management
responsibility. The Polymer Chemicals' segment is comprised of flame retardants,
organometallics and catalysts, and polymer additives and intermediates. The Fine
Chemicals'  operating segment is comprised of agrichemicals and  pharmachemicals
and performance  chemicals.  Segment data includes intersegment transfers of raw
materials at cost and foreign  exchange  gains and losses as well as allocations
for  certain   corporate   costs.  The  corporate  and  other  expenses  include
corporate-related items not allocated to the reportable segments.



                                              Three Months Ended March 31,
                                           2001                        2000
Summary of segment results          Revenues    Income          Revenues    Income
                                                               
Polymer Chemicals                  $ 120,956   $ 20,858        $ 128,213   $ 26,928
Fine Chemicals                       103,454     14,892          107,267     21,906
                                   ----------  ---------       ----------  ---------
   Segment totals                  $ 224,410     35,750        $ 235,480     48,834
                                   ==========                  ==========
Corporate and other expenses                     (4,776)                     (6,666)
                                               ---------                   ---------
   Operating profit                              30,974                      42,168
Interest and financing expenses                  (1,069)                     (1,767)
Other income, net                                 1,582                         973
                                               ---------                   ---------
Income before income taxes                     $ 31,487                    $ 41,374
                                               =========                   =========



Page 11

ITEM 2. Management's Discussion and Analysis of Results of Operations and
        ------------------------------------------------------------------
        Financial Condition, Additional Information and Recent Developments
        -------------------------------------------------------------------

The following is  management's  discussion  and analysis of certain  significant
factors   affecting  the  results  of   operations   of  Albemarle   Corporation
("Albemarle" or "the Company")  during the periods  included in the accompanying
consolidated  statements  of  income  and  changes  in the  Company's  financial
condition since December 31, 2000.

Some of the  information  presented in the following  discussion  may constitute
forward-looking comments within the meaning of the Private Securities Litigation
Reform Act of 1995.  Although the Company believes its expectations are based on
reasonable  assumptions  within the bounds of its  knowledge of its business and
operations,  there can be no  assurance  that  actual  results  will not  differ
materially  from its  expectations.  Factors that could cause actual  results to
differ  from  expectations  include,  without  limitation,  the timing of orders
received from customers, the gain or loss of significant customers,  competition
from other  manufacturers,  changes in the  demand for the  Company's  products,
increases  in the  cost of the  products,  changes  in the  market  in  general,
fluctuations  in foreign  currencies  and  significant  changes  in new  product
introduction  resulting in an increase in capital project requests and approvals
leading to additional capital spending.


Results of Operations
---------------------
First Quarter 2001 Compared with First Quarter 2000
---------------------------------------------------

Net sales for first quarter 2001 amounted to $224.4 million,  down 4.7% or $11.1
million from first  quarter 2000 net sales of $235.5  million  primarily  due to
lower shipments and prices in the Company's zeolites  business,  lower shipments
of catalysts and additives and the effects of foreign exchange offset,  in part,
by higher shipments in flame retardants, primarily acquisition products.

The  gross  profit  margin  decreased  to  26.5%  in  2001  from  31.7%  for the
corresponding period in 2000. First-quarter 2001 operating profit was down 26.6%
or $11.2  million from 2000  primarily  due to lower  shipments  and lower sales
pricing in surface  actives  (zeolites),  higher overall raw material and energy
costs,  the impact of business  interruptions at our plants and those of certain
of our  customers,  net of  accrued  insurance  recoveries  and the  unfavorable
effects  of  foreign  exchange   (approximately  $3.3  million).  The  Company's
operating  results also reflect the benefit of aggressive cost reduction efforts
in first quarter 2001 versus first quarter 2000.

Selling,  general and  administrative  expenses  and  research  and  development
expenses,  decreased  12.2% or $3.9 million in the first  quarter of 2001 versus
first quarter 2000 due to aggressive cost reduction efforts.  As a percentage of
net sales, selling, general and administrative expenses,  including research and
development expenses, were 12.7% in 2001 versus 13.8% in the 2000 quarter.




Page 12

Operating Segments
------------------
Net sales by reportable business operating segment for the first quarter periods
ended March 31, 2001 and 2000 are as follows:



                                               Net Sales
                                               ---------
                                          2001           2000
                                          ----           ----
                                                
        Polymer Chemicals              $ 120,956      $ 128,213
        Fine Chemicals                   103,454        107,267
                                       ----------     ----------
           Segment totals              $ 224,410      $ 235,480
                                       ==========     ==========



Polymer  Chemicals'  net sales for first  quarter  2001  decreased  5.6% or $7.3
million from first quarter 2000  primarily  due to lower  shipments in catalysts
and additives  ($9.0  million)  offset,  in part,  by higher  shipments in flame
retardants ($2.1 million),  primarily acquisition products.  Fine Chemicals' net
sales for first quarter 2001  decreased  3.5% or $3.8 million from first quarter
2000 primarily due to lower shipments and unfavorable pricing in surface actives
(zeolites)  partially  offset by higher  shipments in oilfield  chemicals  ($3.0
million).

Operating profit by reportable  business operating segment for the first quarter
periods ended March 31, 2001, and 2000 are as follows:



                                            Operating Profit
                                            ----------------
                                          2001           2000
                                          ----           ----
                                                
        Polymer Chemicals              $  20,858      $  26,928
        Fine Chemicals                    14,892         21,906
                                       ----------     ----------
        Segment totals                    35,750         48,834
        Corporate and other expenses      (4,776)        (6,666)
                                       ----------     ----------
        Operating profit               $  30,974      $  42,168
                                       ==========     ==========



Polymer Chemicals' first quarter 2001 segment operating profit was down 22.5% or
$6.1 million from first  quarter 2000  primarily  due to decreased  shipments in
catalysts  and  additives,  higher  overall raw material and energy  costs,  the
impact of  business  interruptions  at our  plants  and those of  certain of our
customers,  net of accrued insurance  recoveries and the unfavorable  effects of
foreign  exchange  in  first  quarter  2001  versus  first  quarter  2000.  Fine
Chemicals'  first quarter 2001 segment  operating profit decreased 32.0% or $7.0
million from first quarter 2000 primarily due to lower shipments and lower sales
pricing in surface  actives  (zeolites),  higher overall raw material and energy
costs, and the impact of business  interruptions  at our plants,  net of accrued
insurance  recoveries.  Corporate and other  expenses were down 28.4% percent or
$1.9 million from first quarter 2000 primarily due to aggressive  cost reduction
efforts.


Interest and Financing Expenses
-------------------------------
Interest and financing  expenses for first quarter 2001  decreased  $0.7 million
from  $1.8  million  in  first  quarter  2000  primarily  due to  lower  average
outstanding debt.


Other Income, Net
-----------------
Other income,  net for the first quarter 2001 amounted to $1.6 million,  up $0.6
million from the corresponding period in 2000.



Page 13

Income Taxes
------------
Income taxes for first  quarter  2001 were lower  compared to the same period in
2000 due to lower  income  before  taxes  and the  reversal  of a  deferred  tax
valuation allowance associated with one of the Company's foreign subsidiaries in
2001.  The first  quarter 2001  effective  income tax rate was 28.4%,  down from
31.0% in first quarter 2000.



Financial Condition and Liquidity
---------------------------------

Cash and cash equivalents at March 31, 2001, were $14.6 million,  representing a
decrease of $4.7 million from $19.3 million at year-end 2000.

Cash flows  provided from  operating  activities of $31.4  million,  net of $8.8
million  working capital  increase,  for the first three months of 2001 together
with $4.7  million  of  existing  cash and cash  equivalents  were used to cover
capital expenditures, repayment of debt, additional investments in the Company's
joint ventures and payment of dividends.

The Company anticipates that cash provided from operations in the future will be
sufficient to pay its operating expenses,  satisfy debt-service  obligations and
make dividend payments.

The change in the Company's  accumulated other comprehensive  (loss) income from
December 31, 2000,  was primarily due to foreign  currency  adjustments,  net of
related  deferred  taxes,  primarily  related to the  strengthening  of the U.S.
Dollar versus the Euro and the Japanese yen.

The noncurrent portion of the Company's long-term debt amounted to $87.4 million
at March 31, 2001,  compared to $97.7 million at the end of 2000.  The Company's
long-term  debt,  including  the  current  portion,  as a  percentage  of  total
capitalization amounted to 13.4% at March 31, 2001.

The Company's capital expenditures in the first three months of 2001 were higher
than the same period of 2000. For the year capital  expenditures  are forecasted
to be higher than the 2000 level.  Capital  spending will be financed  primarily
with cash flow from  operations  with  additional  cash,  if any,  provided from
additional debt. The amount and timing of any additional  borrowings will depend
on the Company's specific cash requirements.

The  Company  is subject  to  federal,  state,  local and  foreign  requirements
regulating the handling,  manufacture and use of materials (some of which may be
classified  as  hazardous  or toxic  by one or more  regulatory  agencies),  the
discharge  of  materials  into  the   environment  and  the  protection  of  the
environment.  To the  Company's  knowledge,  it currently is complying  with and
expects  to  continue  to  comply  in  all  material   respects   with  existing
environmental laws, regulations,  statutes and ordinances.  Such compliance with
federal, state, local and foreign environmental  protection laws is not expected
to have in the future a material effect on earnings or the competitive position
of Albemarle.

Among other  environmental  requirements,  the Company is subject to the federal
Superfund law, and similar state laws, under which the Company may be designated
as a  potentially  responsible  party and may be liable for a share of the costs
associated with cleaning up various hazardous waste sites.



Page 14

Additional Information
----------------------

Outlook

In our Polymer  Chemicals  businesses,  we are experiencing some pressure in our
large volume flame  retardant  sales in the second quarter versus first quarter,
primarily as a result of continued inventory  adjustments due to the slowdown in
the electronics  market.  Thus far in 2001,  pricing has been maintained in this
difficult  environment.  In catalysts and additives,  our base catalysts  should
improve as the situation that caused business  interruptions at one of our major
customers  appears to have been  corrected.  In  addition,  ethylene  prices are
beginning  to  fall  and we  are  hopeful  that  we  will  see a  pickup  in the
polyolefins  demand  sometime  during the second quarter or thereafter that will
drive growth in these businesses.

In Fine  Chemicals,  our  pharmachemicals  sales continue to outpace our current
production capability.  Our inventory is low; however, we are continuing to meet
our customers'  needs and market our products  internationally.  The Company has
just announced a  thirty-percent  expansion of our ibuprofen  plant that will be
completed  in  stages  over the next 12 to 18  months.  Agrichemicals  sales are
expected to decline  slightly  in the second  quarter as is  typically  the case
after seasonally strong fourth and first quarters. In performance chemicals,  we
have cost  reduction  efforts  focused in all areas and are  continuing  to seek
growth  opportunities  in oil field and water treatment  products to help offset
weakness in other areas of our business.

We expect to see  higher  energy  cost  comparisons  most of the year.  External
sources  suggest that natural gas prices will likely continue in the $4-6 dollar
range per million BTUs subject to weather related influences. At these levels, a
$9-10 million  increase  after cost  pass-throughs  is expected  over 2000.  Raw
materials were a significant  cost issue for us in 2000,  primarily the ethylene
chain.  Energy will likely  become the major cost driver in 2001,  with ethylene
prices being significantly  influenced by the price of natural gas.  Bisphenol-A
and other raw materials are a cost concern to us today and will likely  continue
to be so in the near term.

In summary,  we expect 2001 to be a good year for  Albemarle and are hopeful the
results  will be ahead of 2000.  We are seeing  market  slowdowns in some of our
business areas along with  continuing  cost pressures from higher energy and raw
material  costs  compared to 2000 levels.  We are hopeful that  earnings for the
second  quarter will be at comparable  levels with fourth quarter 2000 and first
quarter  2001 and that end market  demand will pick up in the second half of the
year.

Additional  information  regarding  the  Company,  its  products,   markets  and
financial   performance  is  provided  at  the  Company's   Internet  web  site,
www.Albemarle.com.


Recent Developments
-------------------


On April 27,  2001,  the Company  announced  that it had signed an  agreement in
principle to  purchase,  for  approximately  $44  million,  Martinswerk  GmbH, a
specialty chemicals company, including manufacturing facilities and headquarters
in Bergheim,  Germany and  Martinswerk's 50% stake in Magnifin Magnesia Produkte
GmbH.  Martinswerk  had  annual  sales in 2000 of about  $100  million  in three
businesses.  The  majority  came from  mineral-based  flame  retardants  for the
plastics and rubber  markets.  In  addition,  the company  produces  brightening
pigments for high-quality  paper  applications and specialty aluminum oxides for
polishing,  catalyst and niche ceramic applications.  Magnifin at its facilities
at  St.Jakobs/Breitenau,  Austria produces high-purity magnesium hydroxide flame
retardant   products   used  in   applications   requiring   higher   processing
temperatures.

The  purchase,  which is subject  to  regulatory  approval,  is  expected  to be
completed May 31, 2001.


Page 15

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
        ----------------------------------------------------------
There have been no  significant  changes in our interest  rate risk,  marketable
security price risk or raw material price risk from the information provided in
our Form 10-K for the year ended December 31, 2000.



Part II - OTHER INFORMATION
---------------------------

ITEM 3. Legal Proceedings
        -----------------

The  Company  and its  subsidiaries  are  involved  from  time to time in  legal
proceedings   of  types   regarded  as  common  in  the  Company's   businesses,
particularly  administrative or judicial  proceedings  seeking remediation under
environmental laws, such as Superfund, and products liability litigation.

While it is not possible to predict or determine the outcome of the  proceedings
presently pending, in the Company's opinion they should not result ultimately in
liabilities  likely  to have a  material  adverse  effect  upon the  results  of
operations  or  financial  condition  of the Company and its  subsidiaries  on a
consolidated basis.

ITEM 4. Submission to a Vote of Security Holders
        -----------------------------------------

At the annual meeting of shareholders  held on March 28, 2001, the  shareholders
elected the  directors  nominated  in the Proxy with the  following  affirmative
votes and votes withheld:

Director                     Affirmative Votes        Votes Withheld
----------------------       -----------------        --------------
Craig R. Andersson              42,208,503              3,625,691
Floyd D. Gottwald, Jr           42,141,660              3,692,534
John D. Gottwald                42,068,560              3,765,634
William M. Gottwald             42,072,568              3,761,626
Seymour S. Preston III          42,209,424              3,624,770
Mark C. Rohr                    42,162,100              3,672,094
Charles E. Stewart              42,094,634              3,739,560
Charles B. Walker               42,151,937              3,682,257
Anne M. Whittemore              42,100,345              3,733,849

The shareholders  also approved the selection of  PricewaterhouseCoopers  LLP as
the Company's auditors with 43,051,979 affirmative votes, 264,482 negative votes
and 2,517,733 abstentions.


ITEM 6. Exhibits and Reports on Form 8-K
        --------------------------------

        (a) Exhibits

            The following documents are filed as exhibits to this Form 10-Q
            pursuant to Item 601 of Regulation S-K:

            3(ii). By-Laws as amended effective March 28, 2001 (filed herewith)

            99.    List of Albemarle Corporation Officers (filed herewith)

        (b) No  reports on Form 8-K have been filed  during the  quarter  for
            which this report is filed.




Page 16

                                   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 thereunto duly authorized.


                                                ALBEMARLE CORPORATION
                                                ---------------------
                                                    (Registrant)




Date: April 27, 2001                By: s/ Robert G. Kirchhoefer
                                       ---------------------------
                                       Robert G. Kirchhoefer
                                       Treasurer and Chief Accounting Officer
                                       (Principal Accounting Officer)